**EXCLUSIVE CALL OPTION AGREEMENT**This **EXCLUSIVE CALL OPTION AGREEMENT**(this “**Agreement**”) is entered into as of September 29, 2009 byand among the following parties:1. **Xudong ZHU**   Identity Card No.: 310108196710054852 2. **Jun LUO**   Identity Card No.: 310110196801064214   (Xudong ZHU and Jun LUO are hereinafter referred to individually as a “**Company Shareholder**” andcollectively as the “**Company Shareholders**”.) 3. **Shanghai SINA Leju Information Technology Co., Ltd.**(the “**WFOE**”)   Registered address: Room 11A, 971 Dongfang Road, Pudong New District, Shanghai 4. **Beijing Yisheng Leju Information Service Co., Ltd.**(the “**Company**”)   Registered address: Rooms 806-810, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District,Beijing(In this Agreement, the above parties are hereinafter referred to individually as a “**Party**” andcollectively as the “**Parties**”.)**WHEREAS:**(1) Fei CAO, Jingning SHAO and the Company Shareholders entered into an Equity Interest TransferAgreement (the “**Equity Interest Transfer Agreement**”) on September 29, 2009. According to theEquity Interest Transfer Agreement, Fei CAO and Jingning SHAO agree to transfer all the equityinterest they hold in the Company respectively to the Company Shareholders (the “**EquityInterest Transfer**”). After the Equity Interest Transfer takes effect, the Company Shareholderswill become shareholders of the Company, legally holding all the equity interest in theCompany. Appendix 1 sets forth the capital contribution amount and the shareholding percentageof each Company Shareholder in the registered capital of the Company as of the date when thisAgreement takes effect. (2) To the extent not in violation of the PRC Law, the Company Shareholders intend to transferall their respective equity interest in the Company to the WFOE and/or any other entity orindividual designated by the WFOE after the Equity Interest Transfer takes effect, and theWFOE intends to accept such transfer. (3) To the extent not in violation of the PRC Law, the Company intends to transfer its assets tothe WFOE and/or any other entity or individual designated by the WFOE after the EquityInterest Transfer takes effect, and the WFOE intends to accept such transfer. (4) For the purpose of the foregoing equity interest and asset transfer, the Company Shareholdersand the Company agree to grant to the WFOE the exclusive and irrevocable Equity TransferOption (as defined below) and Asset Purchase Option (as defined below) respectively after theEquity Interest Transfer takes effect. Pursuant to such Equity Transfer Option and AssetPurchase Option, at the
 

 
  WFOE’s request, the Shareholders or the Company shall, to the extent permitted by the PRCLaw, transfer the Option Equity (as defined below) or the Company Assets (as defined below)to the WFOE and/or any other entity or individual designated by the WFOE pursuant to theprovisions of this Agreement. (5) The Company agrees that the Company Shareholders grant the Equity Transfer Option to the WFOEpursuant to the provisions of this Agreement. (6) The Company Shareholders agree that the Company grants the Asset Purchase Option to the WFOEpursuant 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 followingmeanings, unless otherwise interpreted pursuant to the context:   “**Equity Transfer Option**” shall mean the option to purchase the equity interest in theCompany as granted to the WFOE by the Company Shareholders pursuant to the terms andconditions of this Agreement.   “**Asset Purchase Option**” shall mean the option to purchase any Company Assets as granted tothe WFOE by the Company pursuant to the terms and conditions of this Agreement.   **“Option Equity”**shall mean, in respect of each of the Company Shareholders, all the equityinterest held by him in the Company Registered Capital respectively as of the effectivedate of this Agreement; in respect of all the Company Shareholders, the equity interestcovering 100% of the Company Registered Capital as of the effective date of this Agreement.   **“Company Registered Capital”**shall mean the registered capital of the Company as of theeffective date of this Agreement, i.e. RMB1,000,000, which shall include any expandedregistered capital as a result of any capital increase in any form within the term of thisAgreement.   **“Transferred Equity”**shall mean the equity interest in the Company which the WFOE has theright to request either of the Company Shareholders to transfer to it or its designatedentity or individual in accordance with Article 3 hereof when the WFOE exercises its EquityTransfer Option, the quantity of which may be all or part of the Option Equity and thespecific amount of which shall be determined by the WFOE at its sole discretion inaccordance 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 requirethe Company to transfer to it or its designated entity or individual in accordance withArticle 3 hereof when the WFOE exercises its Asset Purchase Option, the quantity of whichmay be all or part of the Company Assets and the details of which shall be determined bythe WFOE at its sole discretion in accordance with the then-effective PRC Law and based onits commercial consideration.   **“Exercise of Option”**shall mean the exercising of the Equity Transfer Option or the AssetPurchase Option by the WFOE.
 

 
  **“Transfer Price”**shall mean all the consideration that the WFOE or its designated entity orindividual is required to pay to the Company Shareholders or the Company in order to obtainthe Transferred Equity or the Transferred Assets upon each Exercise of Option.   “**Business Permits**” shall mean any approvals, permits, filings, registrations, etc which theCompany is required to have for legally and validly operating all its businesses, includingwithout limitation, Business License of Corporate Legal Person, Operation Permit ofValue-added Telecommunication Service and such other relevant permits and licenses asrequired by the then-effective PRC Law.   **“Company Assets**” shall mean all the tangible and intangible assets which the Company ownsor has the right to dispose of during the valid term of this Agreement, including withoutlimitation, any immoveable and moveable assets, intellectual property rights such astrademarks, copyrights, patents, know-how, domain names and software use rights, and anyinvestment interest.   **“Material Asset”**shall mean any asset which has a book value of RMB100,000 or more or has amaterial effect on the business operations of any Party.   **“Material Agreement”**shall mean, in respect of the Company, any agreement to which theCompany is a party and which has a material effect on the business or assets of theCompany, including without limitation, the Exclusive Technology Service Agreement enteredinto by the Company and the WFOE on May 8, 2008 and other important agreements regardingthe business of the Company; in respect of a Subsidiary, any agreement to which suchSubsidiary is a party and which has a material effect on the business or assets of suchSubsidiary.   “**PRC**” shall mean the People’s Republic of China, which, for purpose of this Agreement only,excludes Hong Kong Special Administrative Region, Macao Special Administrative Region andTaiwan.   “**PRC Law**” shall mean the then-effective laws, administrative regulations, administrativerules, local regulations, judicial interpretations and other binding regulatory documentsof the PRC.   **“Exercise Notice”**shall have the meaning prescribed to such term in Article 3.7 hereof.   **“Subsidiary”**shall have the meaning prescribed to such term in Article 6.1.10 hereof.   **“Confidential Information”**shall have the meaning prescribed to such term in Article 8.1hereof.   **“Disclosing Party”**shall have the meaning prescribed to such term in Article 8.1 hereof.   **“Receiving Party”**shall have the meaning prescribed to such term in Article 8.1 hereof.   **“Defaulting Party”**shall have the meaning prescribed to such term in Article 11.1 hereof.   **“Default”**shall have the meaning prescribed to such term in Article 11.1 hereof.   **“Available Rights**” shall have the meaning prescribed 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 effectbefore or after the execution of this Agreement; and  (2) simultaneously to include the references to other decisions, notices andregulations enacted in accordance therewith or effective as a result thereof.1.3 Except as otherwise stated in the context herein, all references to an Article, clause, itemor paragraph shall refer to the corresponding part of this Agreement.**Article 2 Grant of Equity Transfer Option and Asset Purchase Option**2.1 The Company Shareholders hereby severally and jointly agree to grant, upon this Agreementtaking effect, 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 bythe PRC Law, request the Company Shareholders to transfer the Option Equity to the WFOE or itsdesignated entity or individual according to the terms and conditions hereunder. The WFOE alsoagrees to accept such Equity Transfer Option. 2.2 The Company hereby agrees that the Company Shareholders grant such Equity Transfer Option tothe WFOE according to Article 2.1 above and other provisions of this Agreement. 2.3 The Company hereby agrees to grant, upon this Agreement taking effect, the WFOE anirrevocable, unconditional and exclusive Asset Purchase Option. Pursuant to such AssetPurchase Option, the WFOE is entitled to, to the extent permitted by the PRC Law, request theCompany to transfer all or part of the Company Assets to the WFOE or its designated entity orindividual according to the terms and conditions hereunder. The WFOE also agrees to acceptsuch Asset Purchase Option. 2.4 The Company Shareholders hereby severally and jointly agree that the Company grants suchAsset Purchase Option to the WFOE according to Article 2.3 above and other provisions of thisAgreement.**Article 3 Method of Exercise of Option**3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute solediscretion to determine the specific time, method and times of its Exercise of Option to theextent permitted by the PRC Law. 3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation ofthe then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquirethe Transferred Equity from the Company Shareholders by itself or through any other entity orindividual designated by it. 3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation ofthe 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 throughany other entity or individual designated by it. 3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall havethe right to arbitrarily determine the amount of the Transferred Equity to be transferred bythe Company Shareholders to the WFOE and/or any other entity or individual designated by it.The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/orany other entity or individual designated by it in the amount requested by the WFOE. The WFOEand/or any other entity or individual designated by it shall pay the Transfer Price withrespect to the Transferred Equity acquired at each Exercise of Option to the CompanyShareholder transferring such Transferred Equity. 3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have theright to determine the specific Company Assets to be transferred by the Company to the WFOEand/or any other entity or individual designated by it. The Company shall transfer theTransferred Assets to the WFOE and/or any other entity or individual designated by it inaccordance with the WFOE’s requirement. The WFOE and/or any other entity or individualdesignated by it shall pay the Transfer Price to the Company with respect to the TransferredAssets acquired at each Exercise of Option. 3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assetsby itself or designate any third party to acquire all or part of the Transferred Equity orTransferred Assets. 3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders orthe Company a notice for exercising the Equity Transfer Option or a notice for exercising theAsset Purchase Option (the “**Exercise Notice**”, the form of which are set out in Annex 2 andAnnex 3 hereto). The Company Shareholders or the Company shall, upon receipt of the ExerciseNotice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance withthe Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOEin 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 orany other entity or individual designated by the WFOE to each Company Shareholder at eachExercise of Option by the WFOE shall be the capital contribution mirrored by the correspondingTransferred Equity in the Company Registered Capital. But if the lowest price permitted by thethen-effective PRC Law is higher than the above capital contribution, the Transfer Price shallbe the lowest price permitted by the PRC Law. 4.2. With regard to the Asset Purchase Option, the Transfer Price to be paid by the WFOE or anyother entity or individual designated by the WFOE to the Company at each Exercise of Option bythe WFOE shall be the net book value of the relevant Transferred Assets. But if the lowestprice permitted by the then-effective PRC Law is higher than the net book value of theTransferred Assets, the Transfer Price shall be the lowest price permitted by the PRC Law.
 

 
**Article 5 Representations and Warranties**5.1 The Company Shareholders hereby severally and jointly represent and warrant that: 5.1.1. Each of the Company Shareholders is a Chinese citizen with full capacity. Each ofthem has the full and independent legal status and legal capacity to execute, deliverand 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 existingunder the PRC Law with an independent legal personality. It has the full andindependent legal status and legal capacity to execute, deliver and perform thisAgreement and may act independently as a party to lawsuit.  5.1.3. Upon this Agreement taking effect, each of them has the full power and authority toexecute, deliver and perform this Agreement and all other documents relating to thetransaction contemplated hereby and to be executed by him. Each of them has the fullpower and authority to consummate the transaction contemplated hereby.  5.1.4. This Agreement is legally and duly executed and delivered by the CompanyShareholders. After taking effect, this Agreement shall constitute their legal andbinding obligations and shall be enforceable against them in accordance with the termsof this Agreement.  5.1.5. The Company Shareholders are the legitimate owners of the Option Equity as of theeffective date of this Agreement, and except for the rights created under the EquityPledge Agreement and Shareholder Voting Rights Proxy Agreement executed by theCompany, the WFOE and the Company Shareholders on the date hereof, the Option Equityis free from and clear of any lien, pledge, claim and other encumbrances and thirdparty rights. Pursuant to this Agreement, the WFOE and/or any other entity orindividual designated by it may, after the Exercise of Option, acquire a good title tothe Transferred Equity, free from and clear of any lien, pledge, claim and otherencumbrances or third party rights.  5.1.6. To the knowledge of the Company Shareholders, as of the effective date of thisAgreement, the Company Assets are free from and clear of any lien, mortgage, claim andother encumbrances and third party rights. Pursuant to this Agreement, the WFOE and/orany 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, mortgage,claim and other encumbrances or third party rights.  5.1.7. The execution, delivery and performance by the Company Shareholders of thisAgreement and the consummation by the Company Shareholders of the transactioncontemplated hereby do not violate any PRC Law or any agreement, contract or otherarrangement 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 legitimatelyexisting under the PRC Law with an independent legal personality. It has the full andindependent legal status and legal capacity to execute, deliver and perform thisAgreement and may act independently as a party to lawsuit.  5.2.2 The Company has the full internal corporate power and authority to execute,deliver and perform this Agreement and all other documents relating to the transactioncontemplated hereby and to be executed by it. It has the full power and authority toconsummate the transaction contemplated hereby.  5.2.3 This Agreement is legally and duly executed and delivered by the Company.After taking effect, this Agreement shall constitute the legal and binding obligationagainst it.  5.2.4 The Company Assets are free from and clear of any lien, mortgage, claim andother encumbrances and third party rights. Pursuant to this Agreement, the WFOE and/orany 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, mortgage,claim and other encumbrances or third party rights.  5.2.5 The execution, delivery and performance by the Company of this Agreement andthe consummation by the Company of the transaction contemplated hereby do not violateany PRC Law or any agreement, contract or other arrangement with any third party bywhich it is bound.5.3 The WFOE hereby represents and warrants that: 5.3.1. The WFOE is a wholly foreign-owned enterprise duly registered and legitimatelyexisting under the PRC Law with an independent legal personality. The WFOE has thefull and independent legal status and legal capacity to execute, deliver and performthis Agreement and may act independently as a party to lawsuit.  5.3.2. The WFOE has the full internal corporate power and authority to execute, deliver andperform this Agreement and all other documents relating to the transactioncontemplated hereby and to be executed by it. It has the full power and authority toconsummate the transaction contemplated hereby.  5.3.3. This Agreement is legally and duly executed and delivered by the WFOE. After takingeffect, this Agreement shall constitute the legal and binding obligation against it.**Article 6 Undertakings by the Company Shareholders**Each of the Company Shareholders hereby severally undertakes that:6.1 Within the valid term of this Agreement, without the WFOE’s prior written consent: 6.1.1. any Company Shareholder shall not transfer or otherwise dispose of any Option Equityor 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 permitthe 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 anyMaterial Asset (other than in the ordinary course of business), or create anyencumbrance or other third party rights on any Material Asset;  6.1.4. he shall not terminate or cause the management of the Company to terminate anyMaterial Agreement entered into by the Company, or enter into any other agreement inconflict with the existing Material Agreements;  6.1.5. he shall not appoint or dismiss and replace any director or supervisor of theCompany or any other management personnel of the Company who shall be appointed ordismissed by the Company Shareholders;  6.1.6. he shall not cause the Company to declare the distribution of or in practice releaseany distributable profit, dividend, share profit or share interest;  6.1.7. he shall ensure that the Company validly exists and is not terminated, liquidated ordissolved;  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 anyguaranty or engage in security activities in any other form, or bear any substantialobligations 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 ofthe following acts of any of the Company’s subsidiaries or affiliates (collectively,the “**Subsidiaries**”): (a) increase or decrease any Subsidiary’s registered capital orcause or permit any Subsidiary to be divided or merged with any other entity;  (b) dispose of or cause the management of the Subsidiaries todispose of any Material Asset of any Subsidiary (other than in the ordinarycourse of business), or create any encumbrance or other third party rights onsuch assets;  (c) terminate or cause the management of the Subsidiaries toterminate any Material Agreement entered into by any Subsidiary, or enter intoany other agreement in conflict with the existing Material Agreements;  (d) appoint or dismiss and replace any director or supervisor ofany Subsidiary or any other management personnel of such Subsidiary who shallbe appointed or dismissed by the Company;  (e) terminate, liquidate or dissolve any Subsidiary or act in anyway that damages or is likely to damage the valid existence of any Subsidiary;  (f) amend the articles of association of any Subsidiary; and
 

 
 (g) lend or borrow any money, or provide any guaranty or engagein security activities in any other form, or bear any substantial obligationsother than in the ordinary course of business.6.2 Within the valid term of this Agreement, he shall use his best endeavor to develop thebusiness of the Company and ensure that the Company’s operations are legal and in compliancewith the regulations, and he will not engage in any act or omission which may damage theCompany’s (including the Subsidiaries’) assets and goodwill or affect the validity of theBusiness Permits of the Company. 6.3 Within the valid term of this Agreement, he shall timely notify the WFOE of any circumstancesthat may have a material adverse effect on the existence, business operations, financialconditions, assets or goodwill of the Company (including the Subsidiaries) and timely take allthe measures approved by the WFOE to remove such adverse circumstances or take effectiveremedial measures with respect thereto. 6.4 With the valid term of this Agreement, once the WFOE gives the Exercise Notice, 6.4.1. he shall promptly convene a shareholders’ meeting, pass shareholders’ resolutionsand take all other necessary actions to approve any Company Shareholder or the Companyto transfer all the Transferred Equity or the Transferred Assets at the Transfer Priceto the WFOE and/or any other entity or individual designated by the WFOE, and waiveany preemptive right to purchase enjoyed by him (if any);  6.4.2. he shall promptly enter into an equity transfer agreement with the WFOE and/or anyother entity or individual designated by the WFOE to transfer all the TransferredEquity at the Transfer Price to the WFOE and/or any other entity or individualdesignated by the WFOE and provide necessary support to the WFOE (including provisionand execution of all relevant legal documents, performing all government approval andregistration procedures and assuming all relevant obligations) in accordance with theWFOE’s requirements and the PRC Law so that the WFOE and/or any other entity orindividual designated by the WFOE may acquire all the Transferred Equity, free fromand clear of any legal defect or any encumbrance, third party restriction or any otherrestrictions on the Transferred Equity.6.5 If the total Transfer Price obtained by any Company Shareholder with respect to theTransferred Equity held by him is higher than the capital contribution corresponded with suchTransferred Equity in the Company Registered Capital, or he receives any form of profitdistribution, share profit, share interest or dividend from the Company, then such CompanyShareholder agrees to, to the extent no in violation of the PRC Law, waive the premiumearnings and any profit distribution, share profit, share interest or dividend (after thededuction of relevant taxes) and the WFOE is entitled thereto. Otherwise, such CompanyShareholder shall compensate the WFOE and/or any other entity or individual designated by theWFOE 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 filingformalities (if required by law) with any government authority needs to be obtained orhandled with respect to the execution and performance of this Agreement and the grantof the Equity Transfer Option or Asset Purchase Option hereunder, the Company shallendeavor to assist in satisfying the above conditions.  7.1.2. Without the WFOE’s prior written consent, the Company shall not assist or permit theCompany Shareholders to transfer or otherwise dispose of any Option Equity or createany 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 orotherwise dispose of any Material Asset (other than in the ordinary course ofbusiness) 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 mayadversely affect the interests of the WFOE under this Agreement, including withoutlimitation, any behavior and action that is subject to Article 6.1.7.2 With the valid term of this Agreement, once the WFOE gives the Exercise Notice, 7.2.1 it shall promptly cause the Company Shareholders to convene a shareholders’meeting, pass shareholders’ resolutions and take all other necessary actions toapprove the Company to transfer all the Transferred Assets at the Transfer Price tothe 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 WFOEand/or any other entity or individual designated by the WFOE to transfer all theTransferred Assets at the Transfer Price to the WFOE and/or any other entity orindividual designated by the WFOE, and cause the Company Shareholders to providenecessary support to the WFOE (including provision and execution of all relevant legaldocuments, performing all government approval and registration procedures and assumingall relevant obligations) in accordance with the WFOE’s requirements and the PRC Lawso that the WFOE and/or any other entity or individual designated by the WFOE mayacquire all the Transferred Assets, free from and clear of any legal defect or anyencumbrance, third party restriction or any other restrictions on the TransferredAssets.**Article 8 Confidentiality Obligations**8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep
 

 
  strictly confidential all the business secrets, proprietary information, customerinformation and all other information of a confidential nature about the other Partiesknown by it during the execution and performance of this Agreement (collectively, the“**Confidential Information**”). Unless a prior written consent is obtained from the Partydisclosing the Confidential Information (the “**Disclosing Party**”) or unless it is requiredto be disclosed to third parties according to the stipulation of relevant laws andregulations or the requirement of the place where its affiliate is listed on a stockexchange, the Party receiving the Confidential Information (the “**Receiving Party**”) shallnot disclose to any third party any Confidential Information. The Receiving Party shall notuse 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 Information: (a) any information that has been lawfully acquired by the receiving Party beforeas evidenced by written documents;  (b) any information entering the public domain not attributable to the fault ofthe Party receiving the information; or  (c) any information lawfully acquired by the Party receiving the informationthrough other sources after its receipt of such information.8.3 For purpose of performing this Agreement, the Receiving Party may disclose the ConfidentialInformation to its relevant employees, agents or professionals retained by it. However, theReceiving Party shall ensure that the aforesaid persons shall comply with the relevant termsand conditions of this Article 8. In addition, the Receiving Party shall be responsible forany liability incurred as a result of such persons’ breach of the relevant terms andconditions of this Article 8. 8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not beaffected by the termination of this Agreement.**Article 9 Term of Agreement**After being duly executed by the Parties, this Agreement shall become effective immediately uponthe Equity Interest Transfer taking effect. This Agreement shall terminate after all the OptionEquity and the Company Assets are lawfully transferred to the WFOE and/or any other entity orindividual 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 inaccordance 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 inperson, it shall be treated as delivered at the time of delivery; if posted by mail, itshall 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 delaysperformance of any of the obligations hereunder, such violation, failure or delay shallconstitute a default under this Agreement (a “**Default**”). The non-defaulting Party shall havethe right to request the Defaulting Party to rectify or take remedial actions within areasonable period. If the Defaulting Party fails to rectify such Default or take remedialactions within such reasonable period or within ten (10) days after the non-defaulting Partynotifies the Defaulting Party in writing requiring the Default to be rectified, then thenon-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shallbe entitled to terminate this Agreement and require the Defaulting Party to indemnifythe damages;  11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled torequire the Defaulting Party to indemnify the damages, but unless otherwise providedfor by the PRC Law, the non-defaulting Party has no right to terminate or cancel thisAgreement in any circumstances.11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not beaffected 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 thisAgreement shall be governed by the PRC Law. 12.3 Any dispute arising out of and in connection with this Agreement shall be resolved throughconsultations 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 China InternationalEconomic and Trade Arbitration Commission Shanghai Commission for arbitration in Shanghai inaccordance with such Commission’s arbitration rules in effect at the time of applying forarbitration, 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 shallpreclude any other rights, powers or remedies available to such Party at law and under theother provisions of this Agreement. In addition, the exercising by one Party of any of itsrights, powers and remedies shall not exclude such Party from exercising any of its otherrights, powers and remedies.
 

 
12.5 No failure or delay by a Party in exercising any rights, powers and remedies available to ithereunder or at law (the “**Available Rights**”) shall result in a waiver thereof, nor shall thewaiver of any single or partial exercise of the Available Rights shall exclude such Party fromexercising such rights in any other way and exercising the other Available Rights. 12.6 The headings of the provisions herein are for reference only, and in no event shall suchheadings 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 otherprovisions. If any one or more provisions herein become(s) invalid, illegal or unenforceableat any time, the validity, legality and enforceability of the remaining provisions hereinshall not be affected as a result thereof. 12.8 This Agreement, when effective, shall supersede any prior other legal documents executed byand among the Parties with respect to the subject matter hereof. Any amendment or supplementhereto shall be made in writing and shall become effective only upon due execution by theParties hereto. 12.9 Without the WFOE’s prior written consent, each Company Shareholder or the Company shall nottransfer any of its rights and/or obligations hereunder to any third party. The CompanyShareholders and the Company hereby agree that the WFOE is entitled to transfer any of itsrights and/or obligations hereunder to any third party upon written notice thereof to theCompany 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]
 

 
**[SIGNATURE PAGE]****IN WITNESS WHEREOF**, the following Parties have executed this Exclusive Call Option Agreement as ofthe date first above written.       **Xudong ZHU**           By: /s/ Xudong ZHU            **Jun LUO**           By: /s/ Jun LUO            **Shanghai SINA Leju Information Technology Co., Ltd.**   (Seal)             By: