Exhibit 4.22





Exhibit 4.22



EXECUTION VERSION




 

 










 






REGISTRATION RIGHTS AGREEMENT




 






between




E-HOUSE (CHINA) HOLDINGS LTD.,




SINA CORPORATION




and




CHINA REAL ESTATE INFORMATION CORPORATION




October 21, 2009




 

 






 


 









 











REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT, dated as of October 21, 2009 (this “Agreement”),
between E-HOUSE (CHINA) HOLDINGS LTD., a company organized under the laws of the Cayman Islands
(“E-House”), SINA CORPORATION, a company organized under the laws of the Cayman Islands
(“SINA”), and CHINA REAL ESTATE INFORMATION CORPORATION, a company organized under the laws
of the Cayman Islands (“CRIC”).



WHEREAS, concurrently herewith, CRIC and SINA are entering into a Share Purchase Agreement
(the “Share Purchase Agreement”; capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Share Purchase Agreement), pursuant to which, upon
the terms and subject to the conditions thereof, SINA will acquire, on the date hereof, 47,666,667
common shares (the “Subscription Shares”) of CRIC, par value $0.0002 each (the “CRIC
Shares”);



WHEREAS, in connection with the transfer of the Subscription Shares, CRIC has agreed to
provide SINA certain registration rights with respect to the Subscription Shares;



WHEREAS, E-House is the holder, on the date hereof, of certain CRIC Shares (the “E-House
Shares”);



WHEREAS, CRIC has agreed to provide E-House certain registration rights with respect to the
E-House Shares; and




WHEREAS, certain terms used in this Agreement are defined in Section 1.



NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



1. Definitions.



(a) For purposes of this Agreement:



“affiliate” of a specified person means a person who, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such
specified person.



“E-House Holder” means E-House and any affiliate transferee of E-House to whom
Registrable Securities are permitted to be transferred in accordance with the terms of this
Agreement and the Shareholders’ Agreement, and, in each case, who continues to be entitled to the
rights of a Holder hereunder.



“Equity Securities” means the common shares of CRIC, and all direct or indirect
options, warrants, convertible securities or other rights to acquire any common shares of CRIC or
securities or instruments exchangeable or exercisable for, or convertible into, common shares
of CRIC.


 


 









 





“Exchange Act” means the United States Securities Exchange Act of 1934, as amended,
and all rules and regulations promulgated thereunder.



“Holder” shall mean each E-House Holder and SINA Holder, individually or collectively.



“NASD” means the National Association of Securities Dealers, Inc., or any successor
entity thereof.



“person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.



“Registrable Securities” means all and any CRIC Shares held by a Holder (including any
securities issuable or issued or distributed in respect of any such CRIC Shares by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization,
reorganization, merger, amalgamation, consolidation or otherwise). For purposes of this Agreement,
Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement
covering such Registrable Securities has been declared effective under the Securities Act by the
SEC and such Registrable Securities have been disposed of pursuant to such effective Registration
Statement, (ii) the entire amount of the Registrable Securities proposed to be sold by a Holder in
a single sale, in the opinion of counsel satisfactory to CRIC and such Holder, each in their
reasonable judgment, may be distributed to the public in the United States pursuant to Rule 144 (or
any successor provision then in effect) under the Securities Act in any three-month period, (iii)
any such Registrable Securities have been sold in a sale made pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act (iv) the Holder of the Registrable
Securities is a non-affiliate of CRIC and the Registrable Securities are saleable without any
requirement to comply with any conditions in Rule 144, pursuant to Rule 144(b)(1) or (v) such
Registrable Securities cease to be outstanding.



“Registration Expenses” means all expenses in connection with or incident to the
registration of Registrable Securities hereunder, including (a) all SEC and any NASD registration
and filing fees and expenses, (b) all fees and expenses in connection with the registration or
qualification of Registrable Securities for offering and sale under the securities or “blue sky”
laws of any state or other jurisdiction of the United States of America and, in the case of an
underwritten offering, determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriter or underwriters may reasonably designate, including
reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such
registrations or qualifications and determination, (c) all expenses relating to the preparation,
printing, distribution and reproduction of any Registration Statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing Registrable Securities in a
form for delivery for purchase pursuant to such registration or qualification and the expense of
printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any
“blue sky” or legal investment memoranda, any selling agreements and all other documents approved
for use in writing by CRIC to be used in connection with the offering,



 


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sale or delivery of Registrable Securities, (d) messenger, telephone and delivery expenses of CRIC
and out-of-pocket travel expenses incurred by or for CRIC’s personnel for travel undertaken for any
“road show” made in connection with the offering of securities registered thereby, (e) fees and
expenses of any transfer agent and registrar with respect to the delivery of any Registrable
Securities and any escrow agent or custodian involved in the offering, (f) fees, disbursements and
expenses of counsel of CRIC and independent certified public accountants of CRIC incurred in
connection with the registration, qualification and offering of the Registrable Securities
(including the expenses of any opinions or “comfort” letters required by or incident to such
performance and compliance), (g) fees, expenses and disbursements of counsel and any other persons
retained by CRIC, including special experts retained by CRIC in connection with such registration,
(h) Securities Act liability insurance, if CRIC desires such insurance, (i) transfer agents’ and
registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in
connection with such offering and (i) the fees and expenses incurred by CRIC and its advisers in
connection with the quotation or listing of Registrable Securities on any securities exchange or
automated securities quotation system. Any brokerage commissions attributable to the sale of any
of the Registrable Securities, and any commissions, fees, discounts, transfer taxes or stamp duties
or, except as specified in the immediately preceding sentence, expenses of any underwriter or
placement agent incurred in connection with an offering of Registrable Securities in accordance
with this Agreement and any fees and expenses of any counsel or other advisors to a Holder and any
other out-of-pocket expenses of a Holder shall not be “Registration Expenses.”



“Registration Statement” means a Demand Registration Statement or a Piggy-Back
Registration Statement, as the case may be.



“SEC” means the United States Securities and Exchange Commission, or any successor
thereto.



“Securities Act” means the United States Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.



“Share Capital” means the issued and outstanding share capital of CRIC, taking into
account only CRIC Shares and other Equity Securities then in issue, if any, that are convertible
into or exercisable or exchangeable for CRIC Shares and based on a deemed conversion of such Equity
Securities.



“Shareholders’ Agreement” means the shareholders’ agreement, dated on or about the
date hereof, entered into by and among E-House, SINA and CRIC.



“SINA Holder” means SINA and any affiliate transferee of SINA to whom Registrable
Securities are permitted to be transferred in accordance with the terms of this Agreement and the
Shareholders’ Agreement, and, in each case, who continues to be entitled to the rights of a Holder
hereunder.



(b) The following terms have the meaning set forth in the Sections set forth below:


 


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	Term	 	Section
	 
	 	 	 	 
	Agreement

	 	Preamble

	Blackout Period

	 	4	 	 
	CRIC

	 	Preamble

	CRIC Shares

	 	Recitals

	Demand Registration

	 	2(a)	 	 
	Demand Registration Statement

	 	2(a)	 	 
	E-House

	 	Preamble

	Exercising Holder

	 	2(a)	 	 
	Indemnified Party

	 	8(c)	 	 
	Indemnifying Party.

	 	8(c)	 	 
	Maximum Offering Size

	 	2(c)	 	 
	Non-Exercising Holder

	 	2(b)	 	 
	Participating Piggy-Back Holders

	 	3(b)	 	 
	Piggy-Back Registration

	 	3(a)	 	 
	Piggy-Back Registration Statement

	 	3(a)	 	 
	Share Purchase Agreement

	 	Recitals

	SINA

	 	Preamble

	Subscription Shares

	 	Recitals







(c) Interpretation and Rules of Construction. In this Agreement, except to the extent
otherwise provided or that the context otherwise requires:




(i) The headings in this Agreement are for reference purposes only and do not affect in
any way the meaning or interpretation of this Agreement;




(ii) Whenever the words “include”, “includes” or “including” are used in this
Agreement, they are deemed to be followed by the words “without limitation”;




(iii) The words “hereof”, “herein” and “hereunder” and words of similar import, when
used in this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement;




(iv) The definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms;




(v) References to a person are also to its successors and permitted assigns; and




(vi) The use of “or” is not intended to be exclusive unless expressly indicated
otherwise.



2. Demand Registration.



(a) Following the date that is one hundred and eighty (180) days after the date hereof and
upon receipt of a written request from a Holder (such Holder, together with its Affiliates, the
“Exercising Holder”) requesting that CRIC effect a registration (a “Demand
Registration”) under the Securities Act covering all or part of the Registrable Securities, and



 


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which notice shall specify the number of Registrable Securities for which registration is requested
and the intended method or methods of distribution thereof, CRIC shall use its best efforts to, as
soon as reasonably practicable, after receipt of such written request, file with the SEC and use
its best efforts to cause to be declared effective, a registration statement (a “Demand
Registration Statement”) relating to all of the Registrable Securities that CRIC has been so
requested to register for sale, to the extent required to permit the disposition (in accordance
with the intended method or methods of distribution thereof) of the Registrable Securities so
registered.



(b) If the Demand Registration relates to an underwritten public offering and the managing
underwriter of such proposed public offering advises CRIC and the Exercising Holder that, in its
reasonable opinion, the number of Registrable Securities requested to be included in the Demand
Registration (including securities to be sold by CRIC or any other security holder, including any
Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”)
exceeds the largest number of securities which reasonably can be sold in such offering without
having a material adverse effect on such offering, including the price at which such securities can
be sold (the “Maximum Offering Size” ), then CRIC shall include in such Demand
Registration, up to the Maximum Offering Size, first, the Registrable Securities the
Exercising Holder proposes to register, second, the Registrable Securities any
Non-Exercising Holder proposes to register, and third, any securities CRIC proposes to
register and any securities with respect to which any other security holder has requested
registration. CRIC shall not hereafter enter into any agreement which is inconsistent with the
rights of priority provided in this Section 2(b).



(c) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be
entitled to an aggregate of three (3) registrations of Registrable Securities pursuant to this
Section 2; provided, that a registration requested pursuant to this Section
2 shall not be deemed to have been effected for purposes of this Section 2(c) unless
(i) it has been declared effective by the SEC, (ii) it has remained effective for the period set
forth in Section 5(a) and (iii) the offering of Registrable Securities pursuant to such
registration is not subject to any stop order, injunction or other order or requirement of the SEC;
provided, however, that in the event the Exercising Holder revokes a Demand
Registration request (which revocation may only be made prior to CRIC requesting acceleration of
effectiveness of the registration statement) then such Demand Registration shall count as having
been effected unless the Exercising Holder pays all Registration Expenses in connection with such
revoked Demand Registration within seven (7) days of written request therefor by CRIC.



(d) Notwithstanding anything to the contrary contained herein, CRIC shall not be required to
prepare and file (i) more than one (1) Demand Registration Statements in any twelve-month period,
or (ii) any Demand Registration Statement within one hundred and eighty (180) days following the
date of effectiveness of any other Registration Statement.



(e) A Demand Registration requested pursuant to this Section 2 shall not be deemed to
have been effected unless the Demand Registration Statement relating thereto (i) has become
effective under the Securities Act and any of the Registrable Securities of the Holder included in
such Demand Registration Statement have actually been sold thereunder and (ii) has remained
effective for a period of at least that specified in Section 5(a); provided,
however, that



 


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if after any Demand Registration Statement requested pursuant to this Section 2 becomes
effective, such Demand Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or other governmental agency or court solely due to the
actions or omissions to act of CRIC, such Demand Registration Statement shall be at the sole
expense of CRIC and shall not be included as one of the Demand Registrations which may be requested
pursuant to this Section 2.



3. Piggy-Back Registration



(a) If CRIC proposes to file on its behalf and/or on behalf of any holder of its securities
(other than a holder of Registrable Securities) a registration statement under the Securities Act
on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form)
for securities to be offered in a transaction of the type referred to in Rule 145 under the
Securities Act or to employees of CRIC pursuant to any employee benefit plan, respectively) for the
registration of CRIC Shares (a “Piggy-Back Registration”), it shall give written notice to
all Holders at least thirty (30) days before the initial filing with the SEC of such registration
statement (a “Piggy-Back Registration Statement”), which notice shall set forth the number
of CRIC Shares that CRIC and other holders of CRIC Shares, if any, then contemplate including in
such registration and the intended method of disposition of such CRIC Shares.



(b) If any Holder desires to have Registrable Securities registered under this Section
3 (the “Participating Piggy-Back Holders”), it shall advise CRIC in writing within five
(5) days after the date of receipt of such notice from CRIC of its desire to have Registrable
Securities registered under this Section 3, and shall set forth the number of Registrable
Securities for which registration is requested. CRIC shall thereupon use its reasonable best
efforts to include, or in the case of a proposed underwritten public offering, use its reasonable
best efforts to cause the managing underwriter or underwriters to permit such Holder to include, in
such filing the number of Registrable Securities for which registration is so requested, subject to
paragraph (c) below, and shall use its reasonable best efforts to effect registration of such
Registrable Securities under the Securities Act.



(c) If the Piggy-Back Registration relates to an underwritten public offering and the managing
underwriter of such proposed public offering advises CRIC and the Holders that, in its reasonable
opinion, the number of Registrable Securities requested to be included in the Piggy-Back
Registration together with the securities being registered by CRIC or any other security holder
exceeds the Maximum Offering Size, then:




(i) in the event CRIC initiated the Piggy-Back Registration, CRIC shall include in such
Piggy-Back Registration first, the securities CRIC proposes to register and
second, the securities of all other selling security holders, including the
Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an
amount that together with the securities CRIC proposes to register, shall not exceed the
Maximum Offering Size and shall be allocated among such selling security holders on a pro
rata basis (based on the number of CRIC Shares held by each such selling security holder);
and


 


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(ii) in the event any holder of securities of CRIC initiated the Piggy-Back
Registration, CRIC shall include in such Piggy-Back Registration first, the
securities such initiating security holder proposes to register, second, the
securities of any other selling security holders (including the Participating Piggy-Back
Holders), in an amount that together with the securities the initiating security holder
proposes to register, shall not exceed the Maximum Offering Size, such amount to be
allocated among such other selling security holders on a pro rata basis (based on the number
of CRIC Shares held by each such selling security holder) and third, any securities
CRIC proposes to register, in an amount that together with the securities the initiating
security holder and the other selling security holders propose to register, shall not exceed
the Maximum Offering Size.



(d) CRIC shall not hereafter enter into any agreement that is inconsistent with the rights of
priority provided in Section 3(c).



4. Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statement
required pursuant to Section 2 or 3 hereof during no more than two (2) periods
aggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a
“Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’s
Board of Directors, be required to disclose in the prospectus information not otherwise then
required by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board of
Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken
in connection with the prospectus, would materially and adversely affect or interfere with any
significant financing, acquisition, merger, disposition of assets, corporate reorganization or
other material transaction or negotiations involving CRIC; provided, however, that
(A) a Holder shall be entitled, at any time after receiving notice of such delay and before such
Demand Registration Statement becomes effective, to withdraw such request and, if such request is
withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations
and (B) CRIC shall delay during such Blackout Period the filing or effectiveness of any
Registration Statement required pursuant to the registration rights of other holders of any
securities of CRIC. CRIC shall promptly give the Holders written notice of such determination
containing, to the extent permitted by law, a general statement of the reasons for such
postponement and an approximation of the anticipated delay. After the expiration of any Blackout
Period (including upon public disclosure of the information that was the reason for such Blackout
Period) and without any further request from any Holder, CRIC shall (subject to there being no
other Blackout period) promptly notify the Holders and shall use its reasonable best efforts to
prepare and file with the SEC the requisite Registration Statement or such amendments or
supplements to such Registration Statement or prospectus used in connection therewith as may be
necessary to cause such Registration Statement to become effective as promptly as practicable
thereafter.



5. Registration Procedures. If CRIC is required by the provisions of Section 2 or 3 to use its
reasonable best efforts to effect the registration of any of its securities under the Securities
Act, CRIC shall, as soon as reasonably practicable, after receipt of a written request for a Demand
Registration:




(a) prepare and file with the SEC a Registration Statement with respect to such
securities and use its reasonable best efforts to cause such Registration Statement to



 


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become effective as promptly as practicable and to remain effective for a period of time
required for the disposition of such Registrable Securities by the Holders thereof but not
to exceed one hundred twenty (120) days excluding any days that fall during a permitted
Blackout Period under Section 4; provided, however, that before
filing such Registration Statement or any amendments or supplements thereto, CRIC shall, if
requested, furnish to counsel selected by the Holders copies of all documents proposed to be
filed, which documents shall be subject to the review of such counsel, and shall in good
faith consider incorporating in each such document such changes as such counsel to the
Holders reasonably and in a timely manner may suggest; provided, however,
that CRIC shall not have any obligation to so modify any information.




(b) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all securities covered by such Registration
Statement until the earlier of such time as all of such securities have been disposed of in
a public offering or the expiration of one hundred twenty (120) days (excluding any days
that fall during a permitted Blackout Period under Section 4);




(c) furnish to such selling security holders such number of conformed copies of the
applicable Registration Statement and each such amendment and supplement thereto (including
in each case all exhibits), such number of copies of the prospectus contained in such
Registration Statement (including each preliminary prospectus and any summary prospectus)
and any other prospectus, in conformity with the requirements of the Securities Act, and
such other documents, as such selling security holders may reasonably request;




(d) use its reasonable best efforts to register or qualify the Registrable Securities
or other securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions within the United States and its territories and
possessions as each Holder of such Registrable Securities shall reasonably request, to keep
such registration or qualification in effect for so long as such Registration Statement
remains in effect or until all of the Registrable Securities are sold, whichever is shorter,
and to take any other action which may be reasonably necessary or advisable to enable the
Holder to consummate the disposition in such jurisdictions of the securities owned by such
Holder (provided, however, that CRIC shall not be required in connection
therewith or as a condition thereto to qualify to do business as a foreign corporation,
subject itself to taxation in or to file a general consent to service of process in any
jurisdiction where it would not, but for the requirements of this paragraph (d), be
obligated to do so) and do such other reasonable acts and things as may be required of it to
enable such Holder to consummate the disposition in such jurisdiction of the securities
covered by such Registration Statement;




(e) use its reasonable best efforts to furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to Section 2 or 3, if the
method of distribution is by means of an underwriting, on the date that the shares of
Registrable



 


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Securities are delivered to the underwriters for sale pursuant to such registration, or if
such Registrable Securities are not being sold through underwriters, on the date that the
registration statement with respect to such shares of Registrable Securities becomes
effective, (1) a signed opinion, dated such date, of the independent legal counsel
representing CRIC for the purpose of such registration, addressed to the underwriters, if
any, and if such Registrable Securities are not being sold through underwriters, then to the
Holders making such request, and (2) letters dated such date and the date the offering is
priced from the independent certified public accountants of CRIC, addressed to the
underwriters, if any, and if such Registrable Securities are not being sold through
underwriters, then to the Holders making such request, in each case, in customary form and
covering such matters of the kind customarily covered by opinions or comfort letters, as the
case may be, in such a transaction;




(f) enter into customary agreements (including if the method of distribution is by
means of an underwriting, an underwriting agreement containing representations, warranties
and indemnities in customary form) and take such other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable Securities;




(g) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations promulgated by the SEC;




(h) use its reasonable best efforts to cause all such Registrable Securities to be
listed on each securities exchange or quotation system on which the CRIC Shares are listed
or traded;




(i) give written notice to the Holders:




(i) when such Registration Statement, the prospectus or any amendment or
supplement thereto has been filed with the SEC and when such Registration Statement
or any post-effective amendment thereto has become effective;




(ii) of any request by the SEC for amendments or supplements to such
Registration Statement or the prospectus included therein or for additional
information;




(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of such Registration Statement or the initiation of any proceedings for that
purpose;




(iv) of the receipt by CRIC or its legal counsel of any notification with
respect to the suspension of the qualification of the CRIC Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose;
and




(v) of the happening of any event that requires CRIC to make changes in such
Registration Statement or such prospectus in order to make the statements



 


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therein, in light of the circumstances in which they were made, not misleading
(which notice shall be accompanied by an instruction to suspend the use of such
prospectus until the requisite changes have been made);




(j) use its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of such Registration Statement at the earliest possible time;




(k) furnish to each Holder, without charge, at least one copy of such Registration
Statement and any post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits (including those, if any,
incorporated by reference);




(l) upon the occurrence of any event contemplated by Section 5(i)(v) above,
promptly prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus or file any other required document so that, as thereafter
delivered to the Holders, the prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. If CRIC notifies the
Holders in accordance with Section 5(i)(v) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then the Holders
shall suspend use of such prospectus and use its reasonable best efforts to return to CRIC
all copies of such prospectus other than permanent file copies then in such Holder’s
possession, and the period of effectiveness of such Registration Statement provided for
above shall be extended by the number of days from and including the date of the giving of
such notice to the date the Holders shall have received such amended or supplemented
prospectus pursuant to this Section 5(l);




(m) subject to the execution of confidentiality agreements satisfactory in form and
substance to CRIC, pursuant to the reasonable request of the Holder or underwriters, make
reasonably available for inspection by representatives of the Holders, any underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by such representative or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of CRIC
and cause CRIC’s officers, directors and employees to supply all relevant information
reasonably requested by such representative or any such underwriter, attorney, accountant or
agent in connection with the registration provided that any such information
inspected or discussions conducted shall be done in a manner so as not to disrupt the
operation of CRIC’s business;




(n) in connection with any underwritten offering to the extent the underwriters
determine that the failure to do so would have a material adverse effect on such offering,
make appropriate officers and senior executives of CRIC reasonably available to the selling
security holders for meetings with prospective purchasers of Registrable Securities and
prepare and present to potential investors customary “road show” material in each case in
accordance with the recommendations of the underwriters and in all respects in a manner
reasonably requested and consistent with other new issuances of



 


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securities in an offering of a similar size to such offering of the Registrable Securities; and




(o) use reasonable best efforts to procure the cooperation of CRIC’s transfer agent in
settling any offering or sale of Registrable Securities, including with respect to the
transfer of physical stock certificates into book-entry form in accordance with any
procedures reasonably requested by the Holders or the underwriters, if any.



It shall be a condition precedent to the obligation of CRIC to take any action pursuant to
this Agreement in respect of the Registrable Securities which are to be registered at the request
of any Holder that such Holder shall furnish to CRIC such information regarding the Registrable
Securities held by such Holder and the intended method of distribution thereof as CRIC shall
reasonably request and as shall be required in connection with the action taken by CRIC.



6. Expenses. Except as otherwise agreed or set forth herein, all Registration Expenses shall be paid by
CRIC, except that each Holder shall bear and pay all (a) brokerage commissions attributable to the
sale of any of the Registrable Securities, (b) commissions, fees, discounts, transfer taxes or
stamp duties or, except as specified in the immediately preceding sentence, expenses of any
underwriter or placement agent applicable to Registrable Securities offered for such Holder’s
account in accordance with this Agreement, (c) fees and expenses of any counsel or other advisors
to a Holder and (d) other out-of-pocket expenses of such Holder, in each case, with respect to such
Holder’s Registrable Securities only.



7. Rule 144 Information. With a view to making available the benefits of certain rules and regulations of the SEC
which may at any time permit the sale of the Registrable Securities to the public without
registration, CRIC agrees to:




(a) make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act; and




(b) use its reasonable best efforts to file with or furnish to the SEC in a timely
manner all reports and other documents required of CRIC under the Securities Act and the
Exchange Act.



8. Indemnification and Contribution.



(a) CRIC shall indemnify and hold harmless each Holder, such Holder’s directors and officers,
each agent and any underwriter for CRIC (within the meaning of the Securities Act), and each
person, if any, who controls such Holder or such agent or underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or several, to which they
may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or proceedings in respect thereof) arise out of or are based on any untrue or
alleged untrue statement of any material fact contained in a Registration Statement on the effective
date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto), or any document incorporated by
reference therein, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein



 


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not misleading, and shall reimburse each Holder, such Holder’s directors and officers, such agent
or underwriter or such controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability,
proceeding or action; provided, however, that the indemnity agreement contained in
this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, proceeding or action if such settlement is effected without the consent of CRIC
(which consent shall not be unreasonably withheld or delayed); provided further
that CRIC shall not be liable to the Holder, such Holder’s directors and officers, such agent or
underwriter or such controlling person in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in connection with a Registration Statement,
preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and
in conformity with written information furnished for use in connection with such registration by
such Holder, such Holder’s directors or officers, such agent or underwriter or such controlling
person or by such Holder’s failure to furnish CRIC, upon request, with the information with respect
to such Holder or any participating person that is the subject of the untrue statement or omission.
CRIC shall not, without the consent of the Holders (which consent shall not be unreasonably
withheld or delayed), effect any settlement of any pending or threatened proceeding or action in
respect of which any Holder is a party and indemnity has been sought hereunder by such Holder,
unless such settlement includes an unconditional release of such Holder from all liability for
claims that are the subject matter of such proceeding or action. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of such Holder, such
Holder’s directors and officers, such agent or underwriter or such controlling person, and shall
survive the transfer of such securities by such Holder.



(b) Each Holder requesting or joining in a registration severally and not jointly shall
indemnify and hold harmless CRIC, each of its directors and officers, each person, if any, who
controls CRIC within the meaning of the Securities Act, and each agent and any underwriter for CRIC
(within the meaning of the Securities Act) against any losses, claims, damages or liabilities,
joint or several, to which CRIC or any such director, officer, controlling person, agent or
underwriter may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in a Registration
Statement on the effective date thereof (including any prospectus filed under Rule 424 under the
Securities Act or any amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in such Registration Statement, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information furnished by or on
behalf of such Holder for use in connection with such registration, preliminary prospectus, final
prospectus or amendments or supplements thereto; and each such Holder shall reimburse any legal or
other expenses reasonably incurred by CRIC or any such director, officer, controlling person, agent
or underwriter in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained in
this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the



 


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consent of such Holder (which consent shall not be unreasonably withheld or delayed), and
provided further that the liability of a Holder hereunder shall be limited to the
aggregate net proceeds received by such Holder in connection with any offering to which such
registration under the Securities Act relates. A Holder shall not, without the consent of CRIC,
effect any settlement of any pending or threatened proceeding or action in respect of which CRIC is
a party and indemnity has been sought hereunder by CRIC, unless such settlement includes (i) an
unconditional release of CRIC, from all liability for claims that are the subject matter of such
proceeding or action and (ii) does not include any statement as to or any admission of fault,
capability or a failure to act by or on behalf of CRIC .



(c) If the indemnification provided for in this Section 8 from the indemnifying party
(the “Indemnifying Party”) is unavailable to any person entitled to indemnification
hereunder (the “Indemnified Party”) in respect of any losses, claims, damages, liabilities
or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying the
Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in
connection with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and the Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation or proceeding. If
the allocation provided in this paragraph (c) is not permitted by applicable law, the parties shall
contribute based upon the relevant benefits received by CRIC from the offering of securities on the
one hand and the net proceeds received by the Holders from the sale of securities on the other.



The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 8(c) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.



(d) The Indemnified Party agrees to give prompt written notice to the Indemnifying Party after
the receipt by the Indemnified Party of any written notice of the commencement of any action, suit,
proceeding or investigation or threat thereof made in writing for which the Indemnified Party
intends to claim indemnification or contribution pursuant to this Agreement; provided, that
the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any
liability that it may have to the Indemnified Party hereunder unless such failure is materially
prejudicial to the Indemnifying Party. If notice of commencement of any such action is given to
the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate
in and, to the extent it may wish, to assume the defense of such



 


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action at its own expense, with counsel chosen by it and reasonably satisfactory to such
Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the reasonable fees and expenses of such
counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the
same, (ii) the Indemnifying Party fails to assume the defense of such action within forty-five (45)
days notice of a request to do so or (iii) the named parties to any such action (including any
impleaded parties) have been advised by such counsel that either (A) representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under
applicable standards of professional conduct or (B) there are one or more legal defenses available
to it which are substantially different from or additional to those available to the Indemnifying
Party. No Indemnifying Party shall be liable for any settlement entered into without its written
consent, which consent shall not be unreasonably withheld or delayed.



(e) The agreements contained in this Section 8 shall survive the transfer of the
Registrable Securities by any Holder and sale of all the Registrable Securities pursuant to any
Registration Statement and shall remain in full force and effect, regardless of any investigation
made by or on behalf of any Holder, such Holder’s directors and officers, any person who
participates in the offering of Registrable Securities, including underwriters (as defined in the
Securities Act), and any person, if any, who controls any Holder or such participating person
within the meaning of the Securities Act.



9. Limitations on Registration of Other Securities; Representation. From and after the date of this Agreement, CRIC shall not, without the prior written
consent of each of the Holders, enter into any agreement with any holder or prospective holder of
any securities of CRIC giving such holder or prospective holder any registration rights the terms
of which are more favorable taken as a whole than the registration rights granted to the Holders
hereunder unless CRIC shall also give such rights to the Holders.



10. No Inconsistent Agreements. CRIC shall not hereafter enter into any agreement with respect to its securities that is
inconsistent in any material respects with the rights granted to the Holders in this Agreement.



11. Selection of Managing Underwriters. In the event the Participating Demand Holders have requested an underwritten offering, the
underwriter or underwriters shall be selected by the Holders of a majority of the shares being so
registered and shall be approved by CRIC, which approval shall not be unreasonably withheld or
delayed, provided, (i) that all of the representations and warranties by, and the other
agreements on the part of, CRIC to and for the benefit of such underwriters shall also be made to
and for the benefit of such Holders of Registrable Securities, (ii) that any or all of the
conditions precedent to the obligations of such underwriters under such underwriting agreement
shall be conditions precedent to the obligations of such Holders of Registrable Securities, and
(iii) that no Holder shall be required to make any representations or warranties to or agreements
with CRIC or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder’s
intended method of distribution and any other representations customarily required or required by
law. Subject to the foregoing, all Holders proposing to distribute Registrable Securities through
such underwritten offering shall enter into an underwriting agreement in customary form with the
underwriter or underwriters.


 


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12. Miscellaneous



(a) Specific Performance. The parties hereto agree that irreparable damage would
occur in the event any provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.



(b) Amendments and Waivers.




(i) This Agreement may be amended, modified or supplemented only by a written
instrument duly executed by all the Parties hereto.




(ii) Any Party may (a) extend the time for the performance of any of the obligations or
other acts of another Party to such other Party, (b) waive compliance with any of the
agreements of the another Party or conditions to such Party’s obligations contained herein
to such other Party. Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the Party to be bound thereby. No waiver of any agreement
or obligation granted pursuant to this Section 12(b) or otherwise in accordance with
this Agreement shall be construed as a waiver of any prior or subsequent breach of such
agreement or obligation or any other agreement or obligation. The failure of any Party
hereto to assert any of its rights hereunder shall not constitute a waiver of any of such
rights.



(c) Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of
delivery if delivered in person or by messenger service, (ii) on the date of confirmation of
receipt of transmission by facsimile (or, the first (1st) Business Day following such receipt if
(a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after
5:00 p.m., Beijing time) or (iii) on the date of confirmation of receipt if delivered by an
internationally recognized overnight courier service or registered or certified mail (or, the first
(1st) Business Day following such receipt if (a) such date of confirmation is not a Business Day or
(b) confirmation of receipt is given after 5:00 p.m., Beijing time) to the respective parties
hereto at the following addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 12(c)):




	 	(i)	 	if to CRIC:




CHINA REAL ESTATE INFORMATION CORPORATION

No. 383 Guangyan Road

Shanghai 200072

People’s Republic of China

Facsimile: +86 21 6086 7111

Attention: Ding Zuyu



with a copy (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom




 


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42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.





	 	(ii)	 	if to E-House or any E-House Holder:




E-House (China) Holdings Ltd.

17/F, Merchandise harvest Buildig (East)

No. 333 North Chengdu Road

Shanghai, 200041 People’s Republic of China

Facsimile: +86 21 6133 0707

Attention: Li-Lan Cheng



with a copy (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.





	 	(iii)	 	if to SINA or any SINA Holder:




SINA Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

Haidian District, Beijing, 100090, People’s Republic of China

Facsimile: +86 10 8260 7166

Attention: Corporate Secretary



with a copy (which shall not constitute notice) to:



Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing 100022, China

Facsimile: +86 10 6563 6001

Attention: Lee Edwards, Esq




(d) Successors and Assigns; Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and, except as expressly
provided in Section 8 hereof, nothing in this Agreement, express or implied, is intended to
or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement. Neither this Agreement nor any of the rights or obligations of any
party hereto may be assigned by any party hereto without the prior written consent of the other
party hereto, except that the registration rights of a Holder with respect to any Registrable



 


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Securities may be transferred to any affiliate of such Holder (i) to which Registrable Securities
have been transferred and (ii) who executes a written agreement in form and substance reasonably
satisfactory to CRIC agreeing to be bound by the terms of this Agreement, and any purported
assignment in breach hereof by a Holder shall be void. All of the obligations of CRIC hereunder
shall survive any such transfer.



(e) Headings. The headings and subheadings in this Agreement are included for
convenience and identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision hereof.



(f) Governing Law; Jurisdiction. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.




(i) Any claim, action, suit or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may be heard and determined in any New York state or federal court
sitting in The City of New York, County of Manhattan, and each of the parties hereto hereby
consents to the exclusive jurisdiction of such courts (and of the appropriate appellate
courts therefrom in any such claim, action, suit or proceeding) and irrevocably waives, to
the fullest extent permitted by law, any objection that it may now or hereafter have to the
laying of venue of any such claim, action, suit or proceeding in any such court or that any
such claim, action, suit or proceeding that is brought in any such court has been brought in
an inconvenient forum.




(ii) Subject to applicable law, process in any such claim, action, suit or proceeding
may be served on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing and subject to applicable law, each party
agrees that service of process on such party shall be deemed effective service of process on
such party. Nothing herein shall affect the right of any party to serve legal process in
any other manner permitted by law or at equity. WITH RESPECT TO ANY SUCH CLAIM, ACTION,
SUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO
THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN
ANY SUCH PROCEEDING.



(g) Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law any right it may have to a trial by jury with respect to any
litigation directly or indirectly arising out of, under or in connection with this Agreement or the
transactions contemplated hereby. Each of the parties hereto (i) certifies that no representative,
agent or attorney of the other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges
that it and the other party hereto have been induced to enter into this Agreement and the
transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and
certifications in this Section 12(g).



(h) Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all other terms and



 


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provisions of this Agreement shall nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the greatest extent possible.



(i) Entire Agreement. This Agreement and the Share Purchase Agreement constitute the
entire agreement between the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof and thereof.



(j) Cumulative Remedies. The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party hereto shall not preclude or waive
its right to use any or all other remedies. Such rights and remedies are given in addition to any
other rights the parties may have by law, statute, ordinance or otherwise.



(k) Construction. Each party hereto acknowledges and agrees it has had the
opportunity to draft, review and edit the language of this Agreement and that no presumption for or
against any party arising out of drafting all or any part of this Agreement will be applied in any
dispute relating to, in connection with or involving this Agreement. Accordingly, the parties
hereto hereby waive the benefit of any rule of law or any legal decision that would require, in
cases of uncertainty, that the language of a contract should be interpreted most strongly against
the party who drafted such language.



(l) Counterparts. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	E-HOUSE (CHINA) HOLDINGS LTD.

 	 
	 	By:  	/s/ Xin Zhou
 	 
	 	 	Name:  	Xin Zhou 	 
	 	 	Title:  	 	 
	 
	 	SINA CORPORATION

 	 
	 	By:  	/s/ Charles Chao
 	 
	 	 	Name:  	Charles Chao 	 
	 	 	Title:  	 	 
	 
	 	CHINA REAL ESTATE INFORMATION CORPORATION

 	 
	 	By:  	/s/ Xin Zhou
 	 
	 	 	Name:  	Xin Zhou 	 
	 	 	Title:  	 	 
	 



[Signature Page to Registration Rights Agreement]