EXECUTION COPY**NON-COMPETITION AGREEMENT**BETWEEN**E-HOUSE (CHINA) HOLDINGS LIMITED**and**CRIC HOLDINGS LIMITED**Dated as of July 27, 2009
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**NON-COMPETITION AGREEMENT**     This Non-Competition Agreement is dated as of July 27, 2009, by and between E-House (China)Holdings Limited, an exempted company with limited liability incorporated under the laws of theCayman Islands (“**E-House**”), and CRIC Holdings Limited, an exempted company with limited liabilityincorporated under the laws of the Cayman Islands (“**CRIC**”) (each of E-House and CRIC a “**Party**” and,together, the “**Parties**”).     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed tosuch terms in Article I hereof.R E C I T A L S     WHEREAS, E-House is the registered and beneficial owner of all of the issued and outstandingOrdinary Shares of CRIC;     WHEREAS, E-House has been engaged in the CRIC Business through CRIC and/or CRIC’s subsidiariesand VIEs, as more fully described in a draft Registration Statement on Form F-1 confidentiallysubmitted for review and comment by the SEC under the U.S. Securities Act of 1933, as amended, tobe filed publicly with the SEC via its EDGAR system (the date of such public filing, the “**LiveFiling Date**”) following the substantial completion of such review and comment and as financialmarket conditions permit (as so filed, and as amended thereafter from time to time, the “**IPORegistration Statement**”);     WHEREAS, prior to the date hereof, all of the then existing assets and liabilities inconnection with the CRIC Business have already been transferred to or assumed by CRIC and/or itssubsidiaries and VIEs;     WHEREAS, the Parties currently contemplate that CRIC will make an initial public offeringpursuant to the IPO Registration Statement; and     WHEREAS, the Parties intend in this Agreement to set forth the principal terms and conditionswith respect to their agreement not to compete with each other or solicit the employees of eachother following;     NOW, THEREFORE, in consideration of the mutual agreements, covenants and provisions containedin this Agreement, the Parties, intending to be legally bound, agree as follows:**ARTICLE 1. DEFINITIONS.**     1.1. Defined Terms. The following capitalized terms have the meanings given to them inthis Section 1.1:     “ADSs” means American depositary shares representing Ordinary Shares.     “Agreement” means this Non-Competition Agreement, as the same may be amended from time to timein accordance with the provisions hereof.     “CRIC” has the meaning set forth in the preamble to this Agreement.
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     “CRIC Business” means the provision of real estate information and consulting services, theprovision of real estate advertising services, and the operation of business-to-business andbusiness-to-consumer Internet platform targeting participants in the real estate industry, ascurrently conducted or contemplated to be conducted by the CRIC Group anywhere in the world, asmore completely described in the IPO Registration Statement.     “CRIC Group” means CRIC and its subsidiaries and VIEs.     “E-House” has the meaning set forth in the preamble to this Agreement.     “E-House Business” means any business that is conducted by E-House and its subsidiaries andVIEs and described in its periodic filings with the SEC, other than the CRIC Business.     “E-House Group” means E-House and its subsidiaries and VIEs, other than CRIC and itssubsidiaries and VIEs.     “Inter-Company Agreements” has the meaning ascribed to it in the Master Transaction Agreement.     “IPO Registration Statement” has the meaning set forth in the recitals to this Agreement.     “Live Filing Date” has the meaning set forth in the recitals to this Agreement.     “Master Transaction Agreement” means the Master Transaction Agreement between the Partiesdated the date hereof, as the same may be amended and supplemented in accordance with theprovisions thereof.     “Non-Competition Period” means the period beginning on the date hereof and ending on the laterof:     (a) the date that is three years after the first date upon which members of the E-House Groupcease to own in the aggregate at least twenty percent (20%) of the voting power of the thenoutstanding securities of CRIC; and     (b) the fifth anniversary of the date of the Live Filing Date.     “Ordinary Shares” means the shares of CRIC, par value $0.0001 per share (including sharesrepresented by ADSs and held of record by the depositary bank for the ADSs).     “Party” or “Parties” has the meaning set forth in the preamble of this Agreement.     “Person” means an individual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporated organization or agovernmental entity or any department, agency or political subdivision thereof.     “SEC” means the U.S. Securities and Exchange Commission.     “VIE” of any Person means any entity that controls, is controlled by, or is under commoncontrol with such Person and is deemed to be a variable interest entity consolidated with suchPerson for purposes of generally accepted accounting principles in the United States as in effectfrom time to time. As used herein, “control” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of
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such entity, whether through ownership of voting securities or other interests, by contract orotherwise.**ARTICLE 2. NON-COMPETITION**     2.1. Undertaking of the E-House Group. During the Non-Competition Period, E-House willnot, and will cause each of the other members of the E-House Group not to, directly or indirectly,anywhere in the world sell or otherwise provide to any third party any product or service orotherwise engage in any business that competes in any way with the CRIC Business, whether as aprincipal or for its own account, or as a shareholder or other equity owner in any Person (otherthan CRIC); *provided*that the foregoing shall not prohibit any member of the E-House Group fromowning beneficially or of record, less than 2% (calculated on an aggregate basis combining any suchownership by any members of the E-House Group) of the equity or its equivalent of anypublicly-traded company (other than CRIC) that sells or otherwise provides any product or serviceor otherwise engages in any business that competes in any way with the CRIC Business. E-House’sundertaking in this Section 2.1 does not apply to the activities of the E-House Research andTraining Institute, to the extent and so long as the revenues earned by the E-House Research andTraining Institute from products and services provided to third parties, other than the E-HouseGroup and the CRIC Group, does not exceed 5% of CRIC’s consolidated total revenues for the samefiscal year.     2.2. Undertaking of the CRIC Group. During the Non-Competition Period, CRIC will not,and will cause each of the other members of the CRIC Group not to, directly or indirectly, anywherein the world sell or otherwise provide to any third party any product or service or otherwiseengage in any business that competes in any way with the E-House Business, whether as a principalor for its own account, or as a shareholder or other equity owner in any Person; *provided*that theforegoing shall not prohibit any member of the CRIC Group from owning beneficially or of record,less than 2% (calculated on an aggregate basis combining any such ownership by any member of theCRIC Group) of the equity or its equivalent of any publicly-traded company that sells or otherwiseprovides any such product or service in competition with the E-House Business.**ARTICLE 3. NON-SOLICITATION**     3.1. Non-Solicitation by E-House. During the Non-Competition Period, E-House will not,and will cause each other member of the E-House Group not to, directly or indirectly, hire, orsolicit for hire, any active employees of or individuals providing consulting services to anymember of the CRIC Group, or any former employees of or individuals providing consulting servicesto any member of the CRIC Group within six months of the termination of their employment with orconsulting services to the member of the CRIC Group, without CRIC’s consent; *provided*that theforegoing shall not prohibit any solicitation activities through generalized non-targetedadvertisement not directed to such employees or individuals that do not result in the hiring of anysuch employees or individuals by the E-House Group within the Non-Competition Period.     3.2. Non-Solicitation by CRIC. During the Non-Competition Period, CRIC will not, andwill cause each other member of the CRIC Group not to, directly or indirectly, solicit or hire anyactive employees of or individuals providing consulting services to any member of the E-HouseGroup, or any former employees of or individuals providing consulting
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services to any member of the E-House Group within six months of the termination of theiremployment with or consulting to the member of the E-House Group, without E-House’s consent;*provided*that the foregoing shall not prohibit any solicitation activities through generalizednon-targeted advertisement not directed to such employees or individuals that do not result in thehiring of any such employees or individuals by the CRIC Group within the Non-Competition Period.**ARTICLE 4. MISCELLANEOUS**     4.1. Consent of E-House. Any consent of E-House pursuant to this Agreement shall notbe effective unless it is in writing and evidenced by the signature of the Chief Executive Officeror Chief Financial Officer of E-House (or such other person that the Chief Executive Officer, ChiefFinancial Officer or board of directors of E-House has specifically authorized in writing to givesuch consent).     4.2. Consent of CRIC. Any consent of CRIC pursuant to this Agreement shall not beeffective unless it is in writing and evidenced by the signature of the Chief Executive Officer orChief Financial Officer of CRIC (or such other person that the Chief Executive Officer, ChiefFinancial Officer or board of directors of CRIC has specifically authorized in writing to give suchconsent).     4.3. Entire Agreement. This Agreement constitutes the entire agreement among theParties with respect to the subject matter hereof and shall supersede all prior written and oraland all contemporaneous oral agreements and understandings with respect to the subject matterhereof.     4.4. Governing Law and Jurisdiction. This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of New York, U.S.A. Subject to Section 6.1 ofthe Master Transaction Agreement, each of the Parties hereby submits unconditionally tojurisdiction of, and agrees that venue shall lie exclusively in, the federal and state courtslocated in the City of New York for purposes of the resolution of any disputes arising under thisAgreement.     4.5. Termination; Amendment. This Agreement may be terminated or amended by mutualwritten consent of the Parties, evidenced by an instrument in writing signed on behalf of each ofthe Parties.     4.6. Notices. Notices or other communications required or permitted to be given by aParty pursuant to the terms of this Agreement shall be given in writing to the other Party to thefollowing addresses:if to E-House:17/F, Merchandise Harvest Building (East)