**Transitional Services Agreement**THIS TRANSITIONAL SERVICES AGREEMENT (this “**Agreement**”) is entered into in Shanghai, the People’sRepublic of China (“**PRC**”) as of July 27, 2009 by and between the following Parties:1. **Shanghai CRIC Information Technology Co., Ltd.**(**“Party A”**)   Registered Address: Room 308, Building A, Science and Technology Building, No. 149 YanchangRoad, Zhabei District, Shanghai2. **Shanghai Real Estate Sales (Group) Co., Ltd.**(**“Party B”**)   Registered Address: Room 308, Building 1, No. 1376 Jiangdong Road, Pudong New Area, Shanghai(The above two parties are hereinafter referred to individually as a “**Party**” and collectively asthe “**Parties**”.)**WHEREAS:**CRIC Holdings Limited, a limited liability company duly established under the laws of CaymanIslands (hereinafter referred to as “**CRIC**”) and E-House (China) Holdings Limited, a limitedliability company duly established under the laws of Cayman Islands (hereinafter referred to as“**E-House**”) entered into an Offshore Transitional Services Agreement, dated as of July 27, 2009 (the“**Offshore Transitional Services Agreement**”), which sets forth provisions in respect of transitionalservices between the CRIC Group (as defined below) and the E-House Group (as defined below,exclusive of the CRIC Group).**NOW, THEREFORE**, pursuant to the terms and conditions of the Offshore Transitional ServicesAgreement, the Parties, respectively as a member of the CRIC Group and the E-House Group, herebyhave reached the following agreement on provision of transitional services:**Article 1 Definitions**Unless otherwise specified in this Agreement, the following terms used in this Agreement shall havethe meanings prescribed thereto below. “**Provider**” means, with respect to any particular Service,the entity or entities identified on the relevant Schedule to this Agreement as the Party toprovide such Service.“**CRIC Group**” means CRIC and any entity controlled by CRIC, but exclusive of any member of theE-House Group. “**Control**” means the possession, directly or indirectly, of the power to direct orcause the direction of the management and policies of a person or an entity, whether throughownership of voting securities or other interests, by contract or otherwise.
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“**E-House Group**” means E-House and any entity controlled by E-House, but exclusive of any member ofthe CRIC Group.“**Affiliate**” of Party A means an entity established in the PRC under the PRC laws which controls, iscontrolled by, or is under common control with Party A; “**Affiliate**” of Party B means an entityestablished in the PRC under the PRC laws which controls, is controlled by, or is under commoncontrol with Party B, but exclusive of any member of the CRIC Group.“**Live Filing Date**” has the meaning prescribed to it in the Offshore Transitional ServicesAgreement.“**Recipient**” means, with respect to any particular Service, the entity or entities identified on therelevant Schedule to this Agreement as the Party to receive such Service.“**Service Period**” means, with respect to any Service, the period commencing on the Live Filing Dateand ending on the earlier of (i) the date the Recipient terminates the provision of such Servicepursuant to Article 4.1 of this Agreement, (ii) the date the Provider terminates the provision ofsuch Service pursuant to Article 4.2 of this Agreement, (iii) the first date upon which members ofthe E-House Group no longer collectively own at least twenty percent (20%) of the voting power ofthe then outstanding securities of CRIC or (iv) the first date upon which E-House, collectivelywith the other members of the E-House Group, ceases to be the largest beneficial owner of the thenoutstanding voting securities of CRIC (for purposes of this clause (iv), without consideringholdings of institutional investors that have acquired CRIC securities in the ordinary course oftheir business and not with a purpose nor with the effect of changing or influencing the control ofCRIC).“**Schedule**” means the schedule to this Agreement, including the amendments made in accordance withArticle 2.2 and Article 9.8.“**PRC**” means the People’s Republic of China, which, for purposes of this Agreement only, does notinclude the Hong Kong Special Administrative Region, the Macau Special Administrative Region andTaiwan.**Article 2 Services****2.1** **Initial Services**   Except otherwise provided herein, during the applicable Service Period, each Provider shallprovide to the Recipient or its designated Affiliate services that shall be provided by theProvider to the Recipient or its Affiliates as set forth on the Schedule annexed hereto (the“**Initial Services**”). **2.2** **Additional Services**
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  During the applicable Service Period, the Parties may identify through consultationsadditional services that the Provider will provide to the Recipient or any of its Affiliatesin accordance with the terms of this Agreement (the “**Additional Services**” and, together withthe Initial Services, the “**Services**”) and shall enter into a written agreement on the termswith regard to the Provider, Recipient, service scope, Services Charges and service term inrespect of the Additional Service and attach it to this Agreement as a Schedule after it isexecuted by the duly authorized representatives of the Parties. Each Provider shall provideto the Recipient or its Affiliate the services that shall be provided by the Provider as setforth on that Schedule. **2.3** **Changes in Services**   The Parties agree and acknowledge that any Provider may make changes from time to time in themanner of performing the applicable Services if such Provider is making similar changes inthe manner of performing similar services for itself, its Affiliates or other third parties,and if such Provider furnishes to the Recipient substantially the same notice, in content andtiming, as such Provider provides to its Affiliates or other third parties, if any,respecting such changes. In addition, and without limiting the immediately preceding sentencein any way, and notwithstanding any provision of this Agreement to the contrary, suchProvider may make any of the following changes without obtaining the prior consent of theRecipient: (i) changes to the process of performing a particular Service that do notadversely affect the benefits to the Recipient of such Provider’s provision or quality ofsuch Service in any material respect or materially increase the charge for such Service; (ii)emergency changes on a temporary and short-term basis; and (iii) changes to a particularService in order to comply with applicable laws or regulatory requirements. **2.4** **Services Relating to the Affiliates**   In respect of any Service of which the actual Provider or the actual Recipient is anAffiliate of a Party, if any of the applicable PRC laws and regulations or any of thecompetent PRC governmental authorities requires that the Affiliate sign a separate serviceagreement with respect to such Service, the Parties shall act and cause the Affiliate to actas required to enter into a service agreement on such Service in a form substantiallyidentical to the form of this Agreement. **2.5** **Standard of Services** (i) The Provider will use its commercially reasonable efforts to provide or cause itsAffiliates or other third parties to provide the Recipient with the Services in a mannerwhich is substantially similar in nature, quality and timeliness to the Servicesprovided by the Provider to the
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   Recipient immediately prior to the date hereof; provided, however, that nothing inthis Agreement will require the Provider to prioritize or otherwise favor theRecipient over any third parties or any of the Provider’s or the Provider’sAffiliates’ business operations.  (ii) The Recipient acknowledges that the Provider’s obligation to provide the Servicesis contingent upon the Recipient providing in a timely manner all information,documentation, materials as requested by the Provider for the necessity of providing theServices with reasonable prior notice and making timely decisions, approvals and takingother actions that shall been taken by it.. The Provider shall not be responsible forany failure to provide any Service in the event that the Recipient has not fullycomplied with the immediately preceding sentence.  (iii) Except to the extent necessary to maintain the level of the Services providedimmediately before the execution date hereof (or with respect to any Additional Service,the agreed-upon level), the Provider shall not be obligated to hire any additionalemployees, purchase any additional equipment, or maintain the employment of any specificemployee.  (iv) The Provider shall have the right to designate the personnel to provide theServices to the Recipient, and to remove and replace any such personnel at any time.Notwithstanding any provision of this Agreement to the contrary, the Provider will havethe right, to the extent permitted by the applicable laws and regulations, to designateany of its Affiliates or a third party at any time to perform the Services in a whole orin a part, provided that such Affiliate or the third party is capable and qualified, asrequired by the applicable laws and regulations (if any), to perform the Services. Atthe Recipient’s request, the Provider will consult in good faith with the Recipientregarding choice of the specific personnel to provide any particular Services; provided,however, that the Provider’s decision will control and be final and bindingNotwithstanding the preceding sentences in this Article 2.5(iv), the Provider shall beresponsible for the Services provided to the Recipient by any Affiliate or any thirdparty provider designated by it according to this article and shall ensure such Servicesbe exactly in line with the standard of Services as provided in this Article 2.5.  (v) The Parties shall exercise and cause their applicable Affiliates to exerciseefforts in good faith to cooperate with each other in connection with the performance ofthe Services hereunder.  (vi) If the Provider reasonably believes it is unable to provide any Service becauseof a failure to obtain necessary consents (e.g., third-party
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   consents required in the ordinary course of providing the Services), licenses orapprovals, such failure shall not constitute a breach hereof. In such cases, theParties will cooperate with each other to determine the best alternative approach;provided, however, that in no event will the Provider be required to provide suchService until the consents, licenses, or approvals have been obtained or analternative approach reasonably satisfactory to the Provider is found.**2.6** **Responsibility for Provider Personnel**   The Provider will have the sole and exclusive responsibility for the action, omission, faultor personal injury of the personnel designated by the Provider to perform the Services(“**Provider Personnel**”) in the course of their providing the Services to the Recipient or itsAffiliates. The Provider will pay and cause its Affiliates or any other third party provider(if applicable) to pay the Provider Personnel, in accordance with the applicable laws andregulations, all the payments that are payable by the Provider, its Affiliates or any otherthird party to the Provider Personnel, including but not limited to salaries and otherpayable costs incurred as a result of the establishment, existence or termination of anyemployment relationship (if applicable) . **2.7** **Compliance with Laws and Regulations**   Notwithstanding any provision to the contrary contained herein, the Provider shall notprovide the Recipient or its Affiliates with any Service that is not in compliance with theapplicable laws and regulations. **2.8** **Intellectual Property Rights**   Unless otherwise agreed upon by the Parties, intellectual property rights in respect of anyachievements originally owned by the Provider or created by the Provider during the course ofproviding any Services are properties of the Provider.**Article 3 Service Charges****3.1** **Service Charges**   Charges for the Services (“**Service Charge**”) will be charged to and payable by the Recipientpursuant to the fee rate set out in the Schedules on a quarterly basis. **3.2** **Late Payments**   If the Recipient fails to pay the Service Charges in full before the due date as provided inArticle 3.1 of this Agreement, and further fails to fully pay the same within twenty-five(25) days of the due date (“**Grace Period**”),
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  outstanding Service Charges as of expiration date of the Grace Period will bear interest atthe rate of 0.75% per month for the period commencing on the due date of the Service Chargeand ending on the expiration date of the Grace Period, and then at the rate of 1.5% per monthfor the period commencing on the day immediately after the Grace Period and ending on thedate on which the Recipient fully pays the Service Charges. **3.3** **Changes in Service Charges**   Notwithstanding Article 3.1 and Article 3.2 of this Agreement, upon expiration of each twelve(12) months during the Service Period, if the Provider, after reviewing the costs andexpenses actually incurred by it for the Services provide during the previous twelve (12)months, believes that such costs and expenses are materially higher or lower than the ServiceCharges paid by the Recipient for the Services, the Provider will deliver to the Recipientthe evidencing documentation for such actual costs and expenses and the Parties willrenegotiate in good faith to adjust the Service Charges for such Services.**Article 4 Termination of the Services****4.1** **Early Termination by the Recipient**   The Recipient may terminate one or more or all of the Services by giving a written notice tothe Provider of such termination (the “**Termination Notice**”) pursuant to the required noticeperiod for such termination provided in the Schedule, unless such termination will cause theProvider to be in breach of the relevant agreement in respect of such Services between it anda third party.   Early termination by the Recipient under the preceding paragraph will obligate the Recipientto pay the Provider the early termination fees pursuant to the amounts, prescribed in theSchedule for such Services and such circumstances.   Upon the receipt of a Termination Notice, the Provider will advise the Recipient, to thereasonable and workable extent, as to whether early termination of such Services will resultin the termination or partial termination, or otherwise affect the provision of, certainother Services. If this will be the case, the Recipient may withdraw its Termination Noticewithin ten (10) days. If the Recipient does not withdraw the Termination Notice within suchperiod, such termination will come into effect and the Recipient will be deemed to haveagreed to or recognized the termination, partial termination or affected provision of suchother Services caused by such termination and to pay the early termination fees incurred as aresult of the termination or partial termination of aforesaid other Services.
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**4.2** **Termination by the Provider**   The Provider may terminate one or more or all of the Services by giving a written notice tothe Recipient pursuant to the required notice period for such termination provided in theSchedule, if the Provider ceases to perform such Services for itself and its Affiliates.   Without prejudice to the preceding provisions of this Article 4.2, if the Recipient breachesany material provision of this Agreement (including a failure to timely pay an invoicedamount), the Provider may terminate this Agreement by giving prior written notice to theRecipient; provided, however, the Recipient will have thirty (30) days after receiving suchwritten notice to cure such breach. If the Recipient fails to cure such breach within thepreceding period, the termination will become effective. **4.3** **Effect of Termination of Services** (i) In the event of any termination of a part of the Services, this Agreement willcontinue in full force and effect with respect to the other Services not so terminated.  (ii) For each of the terminated Services, the Recipient will promptly pay to theProvider all the Service Charges accrued through the effective date of the TerminationNotice.  (iii) In connection with the termination of a particular Service, the Provider will,on or before the last day of the relevant Service Period, cooperate or procure itsAffiliates to cooperate fully in order to deliver data and information concerning theService to the Recipient within the period reasonably agreed upon by the Parties.**Article 5 Liabilities for Breach**5.1 The Parties acknowledge and agree that, without prejudice to any other provisions of thisAgreement, if any Party (the “**Breaching Party**”) is in breach of any provision hereof (the“**Breach**”), the Party who does not commit a breach (the “**Non-breaching Party**”) has the right torequire that the Breaching Party rectify it or take a remedial action within a reasonableperiod and to require that the Breaching Party indemnify it against all its losses incurred asa result of the Breach. 5.2 Notwithstanding any other provision of this Agreement, the effect of this Article will remaindespite the termination of this Agreement.**Article 6 Confidentiality**6.1 Regardless of the termination of this Agreement, each Party is obligated to
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  keep strictly confidential trade secrets, proprietary information, clients’ information andall other information of confidential nature related to the other Party that are known to theformer Party during the course of its execution and performance of this Agreement (the“**Confidential Information**”). Unless as agreed to by the Party who disclosed the ConfidentialInformation (the “**Disclosing Party**”), or as required by the relevant laws, regulations or therequirements applicable where the publicly listed Affiliate of any Party is located, thereceiving party of the Confidential Information (the “**Receiving Party**”) shall not disclose toany third party any of such Confidential Information. Except for the purpose of performingthis Agreement, the Receiving Party shall not use any Confidential Information. 6.2 The Confidential Information does not include: (a) the information that has been lawfully acquired by the Party receiving theinformation before as demonstrated by certain written evidence;  (b) the information entering the public domain without attribution to any fault ofthe Party receiving the information; and  (c) the information lawfully acquired by the Party receiving the information fromother sources after being received by the Party.6.3 The Receiving Party may disclose Confidential Information to its relevant employees, agentsor professionals engaged by it. However, the Receiving Party shall ensure that such personsshall abide by the relevant terms and conditions of this Article, and shall assume anyliability incurred as a result of the breach by any of such persons of the relevant terms andconditions of this Article. 6.4 Notwithstanding any other provision of this Agreement, the effect of this Article shall notbe affected by the termination of this Agreement.**Article 7 Notices**7.1 All notices, requests, demands and other correspondences required by this Agreement or madein accordance with this Agreement shall be delivered in writing to the other Party byreference to the following addresses:   if to Shanghai CRIC Information Technology Co., Ltd.:   Address: No.383 Guangyan Road, Shanghai, PRC   Postcode: 200072   Attention: Chief Executive Officer   Facsimile: +86 (21) 6086 7111     Email: ding@ehousechina.com
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  if to Shanghai Real Estate Sales (Group) Co., Ltd.:   Address: Floor 17, China Merchants Plaza, No. 333, North Chengdu Road, Shanghai, PRC   Postcode: 200041   Attention: Chief Finance Officer   Facsimile: +86 (21) 6133 0707   Email: chenglilan@ehousechina.com  Each Party has the right to change the above addressees and addresses from time to time bygiving a written notice to the other Party. 7.2 The above notices or other correspondence shall be deemed delivered (i) upon sent out if byfacsimile or electric transmission, or (ii) upon handover in person if by hand delivery; or(iii) upon the fifth (5th) day of being posted if by mail. 7.3 Notwithstanding any provision in this Agreement to the contrary, any notice with regard tonon-performance or termination shall be sent by hand delivery or acknowledged overnightcourier.**Article 8 Force Majeure**If any Party fails or delays in the performance of any terms or provisions hereof, in whole or in apart, because of acts of God such as storm, flood, fire and etc., or war, riots, strike, changes topolicies and laws, orders of governmental authorities, major breakdown of transportation,manufacturing, distribution or storage facilities and any other event, which is neither under thecontrol of the Party whose performance is interfered with nor be preventable by the exercise ofreasonable efforts of such Party (each, a “**Force Majeure Event**”), then upon a prompt notice by theother Party, the suffering Party will, during the duration of the Force Majeure Event, be excusedfrom its obligations hereunder that cannot be performed timely due to such Force Majeure Event,unless that the suffering Party fails to use reasonable efforts to remedy the situation and toremove the cause and effect of the Force Majeure Event.**Article 9 Miscellaneous**9.1 In respect of the subject matter provided herein, to the extent permitted by the applicablelaws and regulations, with respect to anything not explicitly provided herein, the relevantapplicable provisions of the Offshore Transitional Services Agreement shall apply, as if theProvider hereunder were the “Provider” under the Offshore Transitional Services Agreement and
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  the Recipient hereunder were the “Recipient” under the Offshore Transitional ServicesAgreement. 9.2 This Agreement is written in Chinese in two (2) originals. Each of the Parties to thisAgreement shall hold one (1) original. 9.3 The formation, effectiveness, performance, modification, interpretation and termination ofthis Agreement shall be governed by laws of the People’s Republic of China. 9.4 Any dispute arising out of or in connection with this Agreement shall be resolved by theParties through consultation. In the event the Parties fail to agree with each other withinthirty (30) days after the dispute arises, the dispute shall be submitted to ChinaInternational Economic and Trade Arbitration Commission Shanghai Commission for arbitration inShanghai in accordance with the arbitration rules thereof effective at the submission of theapplication for arbitration. The arbitration award shall be final and binding upon theParties. 9.5 Any right, power or remedy granted to each of the Parties by any provision of this Agreementshall not preclude any other rights, powers or remedies that such Party is entitled to underthe laws and under any other provisions of this Agreement, and any Party’s exercise of any ofits rights, powers or remedies shall not preclude its exercise of any other rights, powers orremedies that it is entitled to. 9.6 A Party’s failure or delay in exercising any of its rights, powers or remedies that it isentitled to under this Agreement or under the laws (the “**Available Rights**”) shall notconstitute its waiver of such rights, nor shall any single or partial waiver of any AvailableRights by a Party preclude its exercise of those rights in another manner or its exercise ofany other Available Rights. 9.7 Each provision herein is separable and independent from all other provisions herein. If anyone provision or more provisions of this Agreement become invalid, illegal or unenforceable atany time, the validity, legality and enforceability of other provisions herein shall not beaffected. 9.8 No modifications or supplement to this Agreement shall take effect unless it is made inwriting and properly executed by the Parties hereto. The Schedule and appendices hereto shallbe integral parts of this Agreement and have the same force and effect as this Agreement. Inaddition, any reference to this Agreement shall include reference to such Schedule andappendices. 9.9 The Recipient may assign its rights under this Agreement to any Affiliate or Affiliatesthereof without the consent of the Provider. The Provider may assign, without the consent ofthe Recipient, its rights and obligations hereunder to (i) one or more of its Affiliates thathas the capability to provide the relevant Service and the qualification required by theapplicable
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  laws and regulations (if any); or (ii) any third party regularly providing the similarServices to the Provider or its Affiliates. Except as provided in the preceding sentences ofthis Article 9.9, neither Party may assign any right and/or obligation hereunder to any thirdparty without the prior written consent of the other Party. 9.10 This Agreement shall be binding on the legal successors of the Parties hereto. 9.11 The headings in this Agreement are written for the ease of reference only, and in no event,shall be used for, or affect, the interpretation to this Agreement. 9.12 Each Party will pay its own costs and expenses incurred for the negotiation, preparation,execution and performance of this Agreement. And each Party shall be responsible for all taxesthat are payable by it according to the applicable laws as a result of the execution,performance and consummation of the transactions contemplated hereunder.[The remainder of this page intentionally left blank]
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[**EXECUTION PAGE**]**IN WITNESS WHEREOF**, this Agreement is executed by the following Parties on the date first writtenabove.**Shanghai CRIC Information Technology Co., Ltd.**    (Seal)       Signature:           /S/Xin Zhou     Name:       Title:   **Shanghai Real Estate Sales (Group) Co., Ltd.**    (Seal)       Signature:           /seal/     Name:       Title:   
 

 
**Schedule****Services**Types of Services:1. General Finance and Accounting Support Services 2. Human Resources Management Support Services 3. Administrative Support Services 4. Internal Control and Internal Audit Support Services 5. Operational Management Support Services 6. Legal Support Services 7. Information Technology Support ServicesProvider:     Shanghai Real Estate Sales (Group) Co., Ltd. and its AffiliatesRecipient:     Shanghai CRIC Information Technology Co., Ltd. and its AffiliatesScope and Annual Volume of Each Type of Services: Based on the Recipient’s reasonable requestsubject to the terms of this Agreement, provided that the Provider actually performs such Servicefor itself or its Affiliates.Price:     The actual Direct Costs and Indirect Costs of providing such Services. “**Direct Costs**” shallinclude compensation and travel expenses attributable to employees, temporary workers, andcontractors directly engaged in performing the Services as well as materials and supplies consumedin performing the Services. “**Indirect Costs**” shall include occupancy, IT supervision and otheroverhead burden of the department incurring the direct costs of providing the Service.Required Notice Period for Termination by Recipient Pursuant to Article 4.1 of this Agreement: 90daysRequired Notice Period for Termination by Provider Pursuant to Article 4.2 of this Agreement: 90days
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