Exhibit 4.6





Exhibit 4.6




Xin ZHOU




Xudong ZHU




Shanghai CRIC Information Technology Co., Ltd.




AND




Shanghai Tian Zhuo Advertising Co., Ltd.



 




Exclusive Call Option Agreement

regarding Shanghai Tian Zhuo Advertising Co., Ltd.



 




July 20, 2009




 









 










EXCLUSIVE CALL OPTION AGREEMENT



This EXCLUSIVE CALL OPTION AGREEMENT (this “Agreement”) is entered into as of July 20, 2009 by and
among the following parties:





	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 an “Existing
Shareholder” and collectively as the “Existing Shareholders”.)
	 
	3.	 	Shanghai CRIC Information Technology Co., Ltd. (hereinafter, the “WFOE”)
	 
	 	 	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 hereinafter referred to individually as a “Party” and
collectively as the “Parties”.)




WHEREAS:





	(1)	 	The Existing Shareholders are the recorded shareholders of the Company, legally holding all
the equity interest of the Company. Their respective capital contributions and shareholding
percentages in the Company’s registered capital as of the execution date of this Agreement are
given in Annex 1 attached hereto.
	 
	(2)	 	To the extent permitted by PRC Law, the Existing Shareholders intend to transfer all their
respective equity interest held in the Company to the WFOE and/or any other entity or
individual designated by the WFOE, and the WFOE intends to accept such transfer.
	 
	(3)	 	To the extent permitted by PRC Law, the Company intends to transfer its assets to the WFOE
and/or any other entity or individual designated by the WFOE, and the WFOE intends to accept
such transfer.
	 
	(4)	 	For the purpose of the foregoing equity interest and asset transfer, the Existing
Shareholders and the Company agree to grant to the WFOE the exclusive and irrevocable Equity
Transfer Option (as defined below) and Asset Purchase Option (as defined below) respectively.
Pursuant to such Equity Transfer Option and Asset Purchase Option, at the WFOE’s request, the
Existing Shareholders or the Company shall, to the extent permitted by PRC Law, transfer the
Option Equity (as defined below) or Company Assets (as defined below) to the WFOE and/or any
other entity or individual designated by the WFOE pursuant to the provisions of this
Agreement.
	 
	(5)	 	The Company agrees that the Existing Shareholders grant the Equity Transfer Option to the
WFOE pursuant to the provisions of this Agreement.




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	(6)	 	The Existing Shareholders agree that the Company grants the Asset Purchase Option to the WFOE
pursuant to the provisions of this Agreement.




NOW, THEREFORE, the Parties, after consultations, hereby agree as follows:




Article 1 Definitions





	1.1	 	As used in this Agreement, the following terms shall be interpreted to have the following
meanings, unless otherwise interpreted pursuant to the context:
	 
	 	 	“Equity Transfer Option” shall mean the option to purchase the equity interest of the
Company as granted to the WFOE by the Existing Shareholders pursuant to the terms and
conditions of this Agreement.
	 
	 	 	“Asset Purchase Option” shall mean the option to purchase any Company Assets as granted to
the WFOE by the Company pursuant to the terms and conditions of this Agreement.
	 
	 	 	“Option Equity” shall mean, in respect of each of the Existing Shareholders, all the equity
interest held by him in the Company Registered Capital respectively; in respect of all the
Existing Shareholders, the equity interest covering 100% of the Company Registered Capital.
	 
	 	 	“Company Registered Capital” shall mean the registered capital of the Company as of the
execution date hereof, i.e. RMB 1,000,000, which shall include any expanded registered
capital as a result of any capital increase in any form within the term of this Agreement.
	 
	 	 	“Transferred Equity” shall mean the equity interest of the Company which the WFOE has the
right to request either of the Existing Shareholders to transfer to it or its designated
entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity
Transfer Option, the quantity of which may be all or part of the Option Equity and the
specific amount of which shall be determined by the WFOE at its sole discretion in
accordance with the then-effective PRC Law and based on its commercial consideration.
	 
	 	 	“Transferred Assets” shall mean the Company Assets which the WFOE has the right to require
the Company to transfer to it or its designated entity or individual in accordance with
Article 3 hereof when the WFOE exercises its Asset Purchase Option, the quantity of which
may be all or part of the Company Assets and the details of which shall be determined by
the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on
its commercial consideration.
	 
	 	 	“Exercise of Option” shall mean the exercising of Equity Transfer Option or Asset Purchase
Option by the WFOE.
	 
	 	 	“Transfer Price” shall mean all the consideration that the WFOE or its designated entity or
individual is required to pay to the Existing Shareholders or the Company in order to
obtain the Transferred Equity or the Transferred Assets upon each Exercise of Option.
	 
	 	 	“Business Permits” shall mean any approvals, permits, filings, registrations, etc which the
Company is required to have for legally and validly operating all its businesses, including
without limitation, Business License of Corporate Legal




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	 	 	Person, Tax Registration Certificate and such other relevant permits and licenses as
required by the then-effective PRC Law.
	 
	 	 	“Company Assets” shall mean all the tangible and intangible assets which the Company owns
or has the right to dispose of during the term of this Agreement, including without
limitation, any immoveable and moveable assets, intellectual property rights such as
trademarks, copyrights, patents, know-how, domain names and software use rights, and any
investment interest.
	 
	 	 	“Material Asset” shall mean any asset which has a book value of RMB 100,000 or more or has
a material effect on the business operations of any Party.
	 
	 	 	“Material Agreement” shall mean, in respect of the Company, any agreement to which the
Company is a party and which has a material effect on the business or assets of the
Company, including without limitation, the Consultancy Service Agreement entered into by
the Company and the WFOE on April 1, 2008 and other important agreements regarding the
business of the Company; in respect of a Subsidiary, any agreement to which such Subsidiary
is a party and which has a material effect on the business or assets of such Subsidiary.
	 
	 	 	“PRC” shall mean the People’s Republic of China, which, for purpose of this Agreement only,
excludes the Hong Kong Special Administrative Region, the Macao Special Administrative
Region and Taiwan.
	 
	 	 	“PRC Law” shall mean the then-effective laws, administrative regulations, administrative
rules, local regulations, judicial interpretations and other binding regulatory documents
of the PRC.
	 
	 	 	“Exercise Notice” shall have the meaning ascribed to such term in Article 3.7 hereof.
	 
	 	 	“Subsidiary” shall have the meaning ascribed to such term in Article 6.1.10 hereof.
	 
	 	 	“Confidential Information” shall have the meaning ascribed to such term in Article 8.1
hereof.
	 
	 	 	“Disclosing Party” shall have the meaning ascribed to such term in Article 8.1 hereof.
	 
	 	 	“Receiving Party” shall have the meaning ascribed to such term in Article 8.1 hereof.
	 
	 	 	“Defaulting Party” shall have the meaning ascribed to such term in Article 11.1 hereof.
	 
	 	 	“Default” shall have the meaning ascribed to such term in Article 11.1 hereof.
	 
	 	 	“Party’s Rights” shall have the meaning ascribed to such term in Article 12.5 hereof.
	 
	1.2	 	The references to any PRC Law herein shall be deemed:






	 	(1)	 	simultaneously to include the 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)	 	simultaneously to include the references to other decisions, notices and
regulations enacted in accordance therewith or effective as a result thereof.




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	1.3	 	Except as otherwise stated in the context herein, all references to an Article, clause, item
or paragraph shall refer to the corresponding part of this Agreement.





Article 2 Grant of Equity Transfer Option and Asset Purchase Option





	2.1	 	The Existing Shareholders hereby severally and jointly agree to grant the WFOE an
irrevocable, unconditional and exclusive Equity Transfer Option. Pursuant to such Equity
Transfer Option, the WFOE is entitled to, to the extent permitted by PRC Law, request the
Existing Shareholders to transfer the Option Equity to the WFOE or its designated entity or
individual according to the terms and conditions hereunder. The WFOE also agrees to accept
such Equity Transfer Option.
	 
	2.2	 	The Company hereby agrees that the Existing Shareholders grant such Equity Transfer Option to
the WFOE according to Article 2.1 above and other provisions of this Agreement.
	 
	2.3	 	The Company hereby agrees to grant the WFOE an irrevocable, unconditional and exclusive Asset
Purchase Option. Pursuant to such Asset Purchase Option, the WFOE is entitled to, to the
extent permitted by PRC Law, request the Company to transfer all or part of the Company Assets
to the WFOE or its designated entity or individual according to the terms and conditions
hereunder. The WFOE also agrees to accept such Asset Purchase Option.
	 
	2.4	 	The Existing Shareholders hereby severally and jointly agree that the Company grants such
Asset Purchase Option to the WFOE according to Article 2.3 above and other provisions of this
Agreement.





Article 3 Method of Exercise of Option





	3.1.	 	Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole
discretion to determine the specific time, method and times of its Exercise of Option to the
extent permitted by PRC Law.
	 
	3.2.	 	Subject to the terms and conditions of this Agreement and to the extent not in violation of
the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire
the Transferred Equity from the Existing Shareholders by itself or through any other entity or
individual designated by it.
	 
	3.3.	 	Subject to the terms and conditions of this Agreement and to the extent not in violation of
the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire
the Transferred Assets from the Company by itself or through any other entity or individual
designated by it.
	 
	3.4.	 	With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have
the right to arbitrarily determine the amount of the Transferred Equity to be transferred by
the Existing Shareholders to the WFOE and/or any other entity or individual designated by it.
The Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE
and/or any other entity or individual designated by it in the amount requested by the WFOE.
The WFOE and/or any other entity or individual designated by it shall pay the




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	 	 	Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option
to the Existing Shareholder transferring such Transferred Equity.
	 
	3.5.	 	With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the
right to determine the specific Company Assets to be transferred by the Company to the WFOE
and/or any other entity or individual designated by it. The Company shall transfer the
Transferred Assets to the WFOE and/or any other entity or individual designated by it in
accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual
designated by it shall pay the Transfer Price to the Company with respect to the Transferred
Assets acquired at each Exercise of Option.
	 
	3.6.	 	At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets
by itself or designate any third party to acquire all or part of the Transferred Equity or
Transferred Assets.
	 
	3.7.	 	Having decided each Exercise of Option, the WFOE shall issue to the Existing Shareholders or
the Company a notice for exercising the Equity Transfer Option or a notice for exercising the
Asset Purchase Option (hereinafter, the “Exercise Notice”, the form of which is set out in
Annex 2 and Annex 3 hereto). The Existing Shareholders or the Company shall, upon receipt of
the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in
accordance with the Exercise Notice to the WFOE and/or any other entity or individual
designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.





Article 4 Transfer Price





	4.1.	 	With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or
any other entity or individual designated by the WFOE to each Existing Shareholder at each
Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding
Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the
then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall
be the lowest price permitted by PRC Law.
	 
	4.2.	 	With regard to the Asset Purchase Option, the Transfer Price to be paid by the WFOE or any
other entity or individual designated by the WFOE to the Company at each Exercise of Option by
the WFOE shall be the net book value of the relevant Transferred Assets. But if the lowest
price permitted by the then-effective PRC Law is higher than the net book value of the
Transferred Assets, the Transfer Price shall be the lowest price permitted by PRC Law.





Article 5 Representations and Warranties





	5.1	 	The Existing Shareholders hereby severally and jointly represent and warrant that:






	 	5.1.1.	 	Each of the Existing Shareholders is a Chinese citizen with full capacity. Each of
them has the full and independent legal status and legal capacity




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	 	 	 	to execute, deliver and perform this Agreement and may act independently as a party
to lawsuit.
	 
	 	5.1.2.	 	The Company is a limited liability company duly registered and legitimately existing
under the PRC Law with an independent legal personality. It has the full and
independent legal status and legal capacity to execute, deliver and perform this
Agreement and may act independently as a party to lawsuit.
	 
	 	5.1.3.	 	Each of them has the full power and authority to execute, deliver and perform this
Agreement and all other documents relating to the transaction contemplated hereby and
to be executed by him. Each of them has the full power and authority to consummate the
transaction contemplated hereby.
	 
	 	5.1.4.	 	This Agreement is legally and duly executed and delivered by the Existing
Shareholders. This Agreement shall constitute their legal and binding obligations and
shall be enforceable against them in accordance with the terms of this Agreement.
	 
	 	5.1.5.	 	The Existing Shareholders are the legitimate registered owners of the Option Equity
as of the effective date of this Agreement, and except for the rights created under
the Equity Pledge Agreement and Shareholder Voting Rights Proxy Agreement executed by
the Company, the WFOE and the Existing Shareholders on the date hereof, the Option
Equity is free from and clear of any lien, pledge, claim and other encumbrances and
third party rights. Pursuant to this Agreement, the WFOE and/or any other entity or
individual designated by it may, after the Exercise of Option, acquire a good title to
the Transferred Equity, free from and clear of any lien, pledge, claim and other
encumbrances or third party rights.
	 
	 	5.1.6.	 	To the knowledge of the Existing Shareholders, the Company Assets are free from and
clear of any lien, pledge, claim and other encumbrances and third party rights.
Pursuant to this Agreement, the WFOE and/or any other entity or individual designated
by it may, after the Exercise of Option, acquire a good title to the Company Assets,
free from and clear of any lien, pledge, claim and other encumbrances or third party
rights.
	 
	 	5.1.7.	 	The execution, delivery and performance by the Existing Shareholders of this
Agreement and the consummation by the Existing Shareholders of the transaction
contemplated hereby do not violate any PRC Law or any agreement, contract or other
arrangement with any third party by which they are bound.






	5.2	 	The Company hereby represents and warrants that:






	 	5.2.1.	 	The Company is a limited liability company duly registered and legitimately existing
under the PRC Law with an independent legal personality. It has the full and
independent legal status and legal capacity to execute, deliver and perform this
Agreement and may act independently as a party to lawsuit.
	 
	 	5.2.2.	 	The Company has the full corporate power and authority to execute, deliver and
perform this Agreement and all other documents relating to the transaction
contemplated hereby and to be executed by it. It has the full power and authority to
consummate the transaction contemplated




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	 	 	 	hereby.
	 
	 	5.2.3.	 	This Agreement is legally and duly executed and delivered by the Company. This
Agreement shall constitute the legal and binding obligation against it.
	 
	 	5.2.4.	 	The Company Assets are free from and clear of any lien, pledge, claim and other
encumbrances and third party rights. Pursuant to this Agreement, the WFOE and/or any
other entity or individual designated by it may, after the Exercise of Option, acquire
a good title to the Company Assets, free from and clear of any lien, pledge, claim and
other encumbrances or third party rights.
	 
	 	5.2.5.	 	The execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transaction contemplated hereby do not violate any
PRC Law or any agreement, contract or other arrangement with any third party by which
it is bound.






	5.3	 	The WFOE hereby represents and warrants that:






	 	5.2.1.	 	The WFOE is a wholly foreign-owned enterprise duly registered and legitimately
existing under the PRC Law with an independent legal personality. The WFOE has the
full and independent legal status and legal capacity to execute, deliver and perform
this Agreement and may act independently as a party to lawsuit.
	 
	 	5.2.2.	 	The WFOE has the full corporate power and authority to execute, deliver and perform
this Agreement and all other documents relating to the transaction contemplated hereby
and to be executed by it. It has the full power and authority to consummate the
transaction contemplated hereby.
	 
	 	5.2.3.	 	This Agreement is legally and duly executed and delivered by the WFOE. This
Agreement shall constitute the legal and binding obligation against it.





Article 6 Undertakings by the Existing Shareholders



Each of the Existing Shareholders hereby severally undertakes that:





	6.1	 	Within the term of this Agreement, without the WFOE’s prior written consent:






	 	6.1.1.	 	any Existing Shareholder shall not transfer or otherwise dispose of any Option
Equity or create any encumbrance or other third party rights on any Option Equity;
	 
	 	6.1.2.	 	he shall not increase or decrease the Company Registered Capital or cause or permit
the Company to be divided or merged with any other entity;
	 
	 	6.1.3.	 	he shall not dispose of or cause the management of the Company to dispose of any
Material Assets (other than in the ordinary course of business), or create any
encumbrance or other third party rights on any Material Assets;
	 
	 	6.1.4.	 	he shall not terminate or cause the management of the Company to terminate any
Material Agreement entered into by the Company, or enter into any other agreement in
conflict with the existing Material




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	 	 	 	Agreements;
	 
	 	6.1.5.	 	he shall not appoint or dismiss and replace any director or supervisor of the
Company or any other management personnel of the Company who shall be appointed or
dismissed by the Existing Shareholders;
	 
	 	6.1.6.	 	he shall not cause the Company to declare the distribution of or in practice release
any distributable profit, dividend, share profit or share interest;
	 
	 	6.1.7.	 	he shall ensure that the Company validly exists and is not terminated, liquidated or
dissolved;
	 
	 	6.1.8.	 	he shall not amend the articles of association of the Company;
	 
	 	6.1.9.	 	he shall ensure that the Company will not lend or borrow any money, or provide any
guaranty or engage in security activities in any other form, or bear any substantial
obligations other than in the ordinary course of business; and
	 
	 	6.1.10.	 	it shall not cause the Company or the management of the Company to approve any of
the following acts of any of the Company’s subsidiaries or affiliates (collectively,
the “Subsidiaries”):






	 	(a)	 	increase or decrease any Subsidiary’s registered capital or
cause or permit any Subsidiary to be divided or merged with any other entity;
	 
	 	(b)	 	dispose of or cause the management of the Subsidiaries to
dispose of any Material Assets of any Subsidiary (other than in the ordinary
course of business), or create any encumbrance or other third party rights on
such assets;
	 
	 	(c)	 	terminate or cause the management of the Subsidiaries to
terminate any Material Agreement entered into by any Subsidiary, or enter into
any other agreement in conflict with the existing Material Agreements;
	 
	 	(d)	 	appoint or dismiss and replace any director or supervisor of
any Subsidiary or any other management personnel of such Subsidiary who shall
be appointed or dismissed by the Company;
	 
	 	(e)	 	terminate, liquidate or dissolve any Subsidiary or do any
thing or act that damages or is likely to damage the valid existence of any
Subsidiary;
	 
	 	(f)	 	amend the articles of association of any Subsidiary;
	 
	 	(g)	 	lend or borrow any money, or provide any guaranty or engage
in security activities in any other form, or bear any substantial obligations
other than in the ordinary course of business.






	6.2	 	Within the term of this Agreement, he shall use his best endeavor to develop the business of
the Company and ensure that the Company’s operations are legal and in compliance with the
regulations, and he will not engage in any act or omission which may damage the Company’s
(including the Subsidiaries’) assets and goodwill or affect the validity of the Business
Permits of the Company.
	 
	6.3	 	Within the term of this Agreement, he shall timely notify the WFOE of any




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	 	 	circumstances that may have a material adverse effect on the
existence, business operations, financial conditions, assets or
goodwill of the Company (including the Subsidiaries) and timely
take all the measures approved by the WFOE to remove such adverse
circumstances or take effective remedial measures with respect
thereto.
	 
	6.4	 	Once the WFOE gives the Exercise Notice,






	 	6.4.1.	 	he shall promptly convene a shareholders’ meeting, pass shareholders’ resolutions
and take all other necessary actions to approve any Existing Shareholder or the
Company to transfer all the Transferred Equity or the Transferred Assets at the
Transfer Price to the WFOE and/or any other entity or individual designated by the
WFOE, and waive any preemptive right enjoyed by him (if any);
	 
	 	6.4.2.	 	he shall promptly enter into an equity transfer agreement with the WFOE and/or any
other entity or individual designated by the WFOE to transfer all the Transferred
Equity at the Transfer Price to the WFOE and/or any other entity or individual
designated by the WFOE and provide necessary support to the WFOE (including execution
and delivery of all relevant legal documents, performing all government approval and
registration procedures and assuming all relevant obligations) in accordance with the
WFOE’s requirements and PRC Law so that the WFOE and/or any other entity or individual
designated by the WFOE may acquire all the Transferred Equity, free from and clear of
any legal defect or any encumbrance, third party restriction or any other restrictions
on the Transferred Equity.






	6.5	 	If the total Transfer Price obtained by any Existing Shareholder with respect to the
Transferred Equity held by him is higher than the capital contribution corresponded with such
Transferred Equity in the registered capital of the Company, or he receives any form of profit
distribution, share profit, share interest or dividend from the Company, then such Existing
Shareholder agrees to, to the extent permitted by PRC Law, waive the premium earnings and any
profit distribution, share profit, share interest or dividend (after the deduction of relevant
taxes) and the WFOE is entitled thereto. Otherwise, such Existing Shareholder shall compensate
the WFOE and/or any other entity or individual designated by the WFOE for any loss incurred as
a result thereof.





Article 7 Undertakings by the Company





	7.1	 	The Company hereby undertakes that:






	 	7.1.1.	 	If any consent, permit, waiver or authorization by any third party, or any approval,
permit or exemption by any government authority, or any registration or filing
formalities (if required by law) with any government authority needs to be obtained or
handled with respect to the execution and performance of this Agreement and the grant
of the Equity Transfer Option or Asset Purchase Option hereunder, the Company shall
endeavor to assist in satisfying the above conditions.
	 
	 	7.1.2.	 	Without the WFOE’s prior written consent, the Company shall not assist




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	 	 	 	or permit the Existing Shareholders to transfer or otherwise dispose of any Option
Equity or create any encumbrance or other third party rights on any Option Equity.
	 
	 	7.1.3.	 	Without the WFOE’s prior written consent, the Company shall not transfer or
otherwise dispose of any Material Assets (other than in the ordinary course of
business) or create any encumbrance or other third party rights on any Company Assets.
	 
	 	7.1.4.	 	The Company shall not do or permit to be done any behavior or action that may
adversely affect the interests of the WFOE under this Agreement, including without
limitation, any behavior and action that is subject to Article 6.1.






	7.2	 	Once the WFOE gives the Exercise Notice,






	 	7.2.1	 	it shall promptly cause the Existing Shareholders to convene a shareholders’
meeting, pass shareholders’ resolutions and take all other necessary actions to
approve the Company to transfer all the Transferred Assets at the Transfer Price to
the WFOE and/or any other entity or individual designated by the WFOE;
	 
	 	7.2.2	 	it shall promptly enter into an asset transfer agreement with the WFOE
and/or any other entity or individual designated by the WFOE to transfer all the
Transferred Assets at the Transfer Price to the WFOE and/or any other entity or
individual designated by the WFOE, and cause the Existing Shareholders to provide
necessary support to the WFOE (including execution and delivery of all relevant legal
documents, performing all government approval and registration procedures and assuming
all relevant obligations) in accordance with the WFOE’s requirements and PRC Law so
that the WFOE and/or any other entity or individual designated by the WFOE may acquire
all the Transferred Assets, free from and clear of any legal defect or any
encumbrance, third party restriction or any other restrictions on the Transferred
Assets.





Article 8 Confidentiality





	8.1	 	Regardless of whether this Agreement is terminated or not, each Party shall keep strictly
confidential all the business secrets, proprietary information, customer information and all
other information of a confidential nature about the other Parties known by it during the
execution and performance of this Agreement (collectively, the “Confidential Information”).
Unless a prior written consent is obtained from the Party disclosing the Confidential
Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties
according to the stipulation of relevant laws and regulations or the requirement of the place
where its affiliate is listed on a stock exchange, the Party receiving the Confidential
Information (the “Receiving Party”) shall not disclose to any third party any Confidential
Information. The Receiving Party shall not use any Confidential Information other than for the
purpose of performing this Agreement.
	 
	8.2	 	The following information shall not be deemed part of the Confidential




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	 	 	Information:






	 	(a)	 	any information that has been lawfully acquired by the receiving Party in
advance, the evidence of which is substantiated in writing;
	 
	 	(b)	 	any information entering the public domain not attributable to the fault of
the Party receiving the information; or
	 
	 	(c)	 	any information lawfully acquired by the Party receiving the information
through other sources after its receipt of such information.






	8.3	 	For purpose of performing this Agreement, the Receiving Party may disclose the Confidential
Information to its relevant employees, agents or professionals retained by it. However, the
Receiving Party shall ensure that the aforesaid persons shall be bound by the relevant terms
and conditions of this Article 8. In addition, the Receiving Party shall be responsible for
any liability incurred as a result of such persons’ breach of the relevant terms and
conditions of this Article 8.
	 
	8.4	 	Notwithstanding any other provision herein, the effect of this Article 8 shall not be
affected by the termination of this Agreement.





Article 9 Term of Agreement



This Agreement shall become effective upon due execution by the Parties. This Agreement shall
terminate after all the Option Equity and the Company Assets are lawfully transferred to the WFOE
and/or any other entity or individual designated by the WFOE pursuant to the provisions of this
Agreement.




Article 10 Notices





	10.1	 	Any notice, request, demand and other correspondences required by this Agreement or made in
accordance with this Agreement shall be delivered in writing to the relevant Party.
	 
	10.2	 	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 11 Defaulting Liability





	11.1	 	The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”)
substantially violates any agreement herein or substantially fails to perform or delays
performance of any of the obligations hereunder, such violation, failure or delay shall
constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have
the right to request the Defaulting Party to rectify or take remedial actions within a
reasonable period. If the Defaulting Party fails to rectify such Default or take remedial
actions within such




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	 	 	reasonable period or within ten (10) days after the non-defaulting Party notifies the
Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting
Party is entitled to decide at its own discretion that:






	 	11.1.1.	 	if any Existing Shareholder or the Company is the Defaulting Party, the WFOE shall
be entitled to terminate this Agreement and require the Defaulting Party to indemnify
the damages;
	 
	 	11.1.2.	 	if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to
require the Defaulting Party to indemnify the damages, but unless otherwise provided
for by PRC Law, the non-defaulting Party has no right to terminate or cancel this
Agreement in any circumstances.






	11.2	 	Notwithstanding any other provision herein, the effect of this Article 11 shall not be
affected by the termination of this Agreement.





Article 12 Miscellaneous





	12.1	 	This Agreement is written in Chinese and executed in four (4) originals, with one (1)
original to be retained by each Party hereto.
	 
	12.2	 	The execution, effectiveness, performance, revision, interpretation and termination of this
Agreement shall be governed by PRC Law.
	 
	12.3	 	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.
	 
	12.4	 	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 exclude such Party from exercising any of its other
rights, powers and remedies.
	 
	12.5	 	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.
	 
	12.6	 	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.
	 
	12.7	 	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.
	 
	12.8	 	This Agreement, when executed, shall supersede any prior other legal




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	 	 	documents executed by and among the Parties with respect to the subject matter hereof. Any
amendment or supplement hereto shall be made in writing and shall become effective only
upon due execution by the Parties hereto.
	 
	12.9	 	Without the WFOE’s prior written consent, each Existing Shareholder or the Company shall not
transfer any of its rights and/or obligations hereunder to any third party. The Existing
Shareholders and the Company hereby agree that the WFOE is entitled to transfer any of its
rights and/or obligations hereunder to any third party upon written notice thereof to the
Existing Shareholders and the Company.
	 
	12.10	 	This Agreement shall be binding on the legal assignees or successors of the Parties.





[The remainder of this page intentionally left blank]




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[SIGNATURE PAGE]



IN WITNESS WHEREOF, the following Parties have executed this Exclusive Call Option Agreement as of
the date first above written.



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:





14









 










Annex 1:


Company’s 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:

	RMB 1,000,000
	 
	 	 
	Legal representative:

	 	Xin ZHOU






Shareholding structure:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contribution in	 	Percentage of	 	Method of
	Shareholder’s
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	%	 	/









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Annex 2:




Form of Exercise Notice




To: [Name of the Existing Shareholder]



WHEREAS, our company, Shanghai Tian Zhuo Advertising Co., Ltd. (the “Company”) [name of the other
Existing Shareholder] and you entered into an Exclusive Call Option Agreement (the “Option
Agreement”) on July 20, 2009 and reached an agreement that you shall transfer the equity interest
you hold in the Company to our company or any third party designated by our company at our
company’s request to the extent permitted by PRC laws and regulations.



Therefore, our company hereby gives this notice to you as follows:



Our company hereby requests to exercise the Equity Transfer Option under the Option Agreement and
our company/[name of company/ individual] designated by our company will acquire the [•] % equity
interest you hold in the Company (the “Proposed Acquired Equity”). Upon your receipt of this
notice, you shall immediately transfer all the Proposed Acquired Equity to our company/[name of
designated company/individual] pursuant to the provisions of the Option Agreement.




Regards,



Shanghai CRIC Information Technology Co., Ltd.



(Company Seal)



Authorized representative:



Date:




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Annex 3:




Form of Exercise Notice




To: Shanghai Tian Zhuo Advertising Co., Ltd.



WHEREAS, our company, your company, Xin ZHOU and Xudong ZHU entered into an Exclusive Call Option
Agreement (the “Option Agreement”) on July 20, 2009 and reached an agreement that your company
shall transfer your company’s assets to our company or any third party designated by our company at
our company’s request to the extent permitted by PRC laws and regulations.



Therefore, our company hereby gives this notice to your company as follows:



Our company hereby requires to exercise the Asset Purchase Option under the Option Agreement and
our company/[name of company/ individual] designated by our company will acquire the assets owned by
your company as stated in a separate list (the “Proposed Acquired Assets”). Upon your receipt of
this notice, your company shall immediately transfer all the Proposed Acquired Assets to our
company/[name of designated company/individual] pursuant to the provisions of the Option Agreement.




Regards,



Shanghai CRIC Information Technology Co., Ltd.



(Company Seal)



Authorized representative:



Date:





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