exv4w44






Exhibit 4.44




     EXECUTION VERSION

CONFIDENTIAL



 






SHARE PURCHASE AGREEMENT




 





between



SINA CORPORATION



and



CRIC HOLDINGS LIMITED



Dated as of July 23, 2009



 









 





TABLE OF CONTENTS




	 	 	 
	 	 	Page
	 
	 	 
	ARTICLE I

	 
	 	 
	DEFINITIONS

	 
	 	 
	SECTION 1.01. Certain Defined Terms
	 	2
	SECTION 1.02. Definitions
	 	10
	SECTION 1.03. Interpretation and Rules of Construction
	 	12
	 
	 	 
	ARTICLE II

	 
	 	 
	TRANSFER OF SINA JV SHARES; SUBSCRIPTION OF SUBSCRIPTION SHARES

	 
	 	 
	SECTION 2.01. Transfer of the SINA JV Shares
	 	12
	SECTION 2.02. Subscription of the Subscription Shares
	 	12
	SECTION 2.03. Closing
	 	13
	SECTION 2.04. Closing Deliveries by SINA
	 	13
	SECTION 2.05. Closing Deliveries by CRIC
	 	14
	SECTION 2.06. Shares
	 	14
	 
	 	 
	ARTICLE III

	 
	 	 
	REPRESENTATIONS AND WARRANTIES
OF SINA

	 
	 	 
	SECTION 3.01. Organization, Authority and Qualification of SINA and Certain
Subsidiaries
	 	15
	SECTION 3.02. Organization, Authority and Qualification of China Online
	 	16
	SECTION 3.03. Subsidiaries
	 	16
	SECTION 3.04. Capitalization
	 	18
	SECTION 3.05. Corporate Books and Records
	 	18
	SECTION 3.06. No Conflict
	 	19
	SECTION 3.07. Governmental Consents and Approvals
	 	19
	SECTION 3.08. Financial Information; Books and Records
	 	19
	SECTION 3.09. Absence of Undisclosed Liabilities
	 	20
	SECTION 3.10. Conduct in the Ordinary Course
	 	20
	SECTION 3.11. Litigation
	 	20
	SECTION 3.12. Compliance with Laws
	 	20
	SECTION 3.13. Material Contracts
	 	21
	SECTION 3.14. Intellectual Property
	 	22
	SECTION 3.15. Permits
	 	24
	SECTION 3.16. Real Property
	 	25
	SECTION 3.17. Assets
	 	25
	SECTION 3.18. Customers
	 	26






 









 






	 	 	 
	 	 	Page
	 
	SECTION 3.19. Employee Benefit Matters
	 	26
	SECTION 3.20. Labor Matters
	 	27
	SECTION 3.21. Key Employees
	 	27
	SECTION 3.22. Internal Controls
	 	28
	SECTION 3.23. Control Agreements
	 	28
	SECTION 3.24. Certain Interests
	 	29
	SECTION 3.25. Related Party Transactions
	 	29
	SECTION 3.26. Taxes
	 	29
	SECTION 3.27. Certain Business Practices
	 	30
	SECTION 3.28. Brokers
	 	30
	SECTION 3.29. Full and Accurate Disclosure
	 	30
	 
	 	 
	ARTICLE IV

	 
	 	 
	REPRESENTATIONS AND WARRANTIES
OF CRIC

	 
	 	 
	SECTION 4.01. Organization and Authority of CRIC
	 	31
	SECTION 4.02. Subsidiaries
	 	31
	SECTION 4.03. Capitalization
	 	32
	SECTION 4.04. No Conflict
	 	33
	SECTION 4.05. Governmental Consents and Approvals
	 	33
	SECTION 4.06. Intellectual Property
	 	34
	SECTION 4.07. Customers
	 	35
	SECTION 4.08. Related Party Transactions
	 	36
	SECTION 4.09. Taxes
	 	36
	SECTION 4.10. Full and Accurate Disclosure
	 	36
	SECTION 4.11. Certain Business Practices
	 	37
	SECTION 4.12. Brokers
	 	37
	 
	 	 
	ARTICLE V

	 
	 	 
	ADDITIONAL AGREEMENTS

	 
	 	 
	SECTION 5.01. Conduct of Business Prior to the Closing
	 	37
	SECTION 5.02. Access to Information
	 	42
	SECTION 5.03. Notice of Developments
	 	43
	SECTION 5.04. Release
	 	44
	SECTION 5.05. Amendment of Memorandum and Articles of Association
	 	44
	SECTION 5.06. Form F-1
	 	45
	SECTION 5.07. Confidentiality
	 	45
	SECTION 5.08. China Online Companies
	 	46
	SECTION 5.09. Transfer of China Online Trademarks
	 	46
	SECTION 5.10. Data from Third Party Providers
	 	46
	SECTION 5.11. China Online Shareholders’ Agreement
	 	46
	SECTION 5.12. Employee Benefits
	 	46
	SECTION 5.13. Ancillary Agreements
	 	47






 









 






	 	 	 
	 	 	Page
	 
	 	 
	SECTION 5.14. Further Action
	 	47
	 
	 	 
	ARTICLE VI

	 
	 	 
	CONDITIONS TO CLOSING

	 
	 	 
	SECTION 6.01. Conditions to Obligations of SINA
	 	47
	SECTION 6.02. Conditions to Obligations of CRIC
	 	48
	 
	 	 
	ARTICLE VII

	 
	 	 
	INDEMNIFICATION

	 
	 	 
	SECTION 7.01. Survival of Representations and Warranties
	 	48
	SECTION 7.02. Indemnification by SINA
	 	49
	SECTION 7.03. Indemnification by CRIC
	 	49
	SECTION 7.04. Limits on Indemnification
	 	50
	SECTION 7.05. Notice of Loss; Third Party Claims
	 	50
	SECTION 7.06. Exclusive Remedy
	 	51
	 
	 	 
	ARTICLE VIII

	 
	 	 
	TERMINATION, AMENDMENT AND WAIVER

	 
	 	 
	SECTION 8.01. Termination
	 	51
	SECTION 8.02. Effect of Termination
	 	52
	 
	 	 
	ARTICLE IX

	 
	 	 
	GENERAL PROVISIONS

	 
	 	 
	SECTION 9.01. Expenses
	 	52
	SECTION 9.02. Notices
	 	52
	SECTION 9.03. Public Announcements
	 	53
	SECTION 9.04. Severability
	 	54
	SECTION 9.05. Entire Agreement
	 	54
	SECTION 9.06. Assignment
	 	54
	SECTION 9.07. Amendment
	 	54
	SECTION 9.08. Waiver
	 	54
	SECTION 9.09. No Third Party Beneficiaries
	 	54
	SECTION 9.10. Currency
	 	55
	SECTION 9.11. Set Off
	 	55
	SECTION 9.12. Specific Performance
	 	55
	SECTION 9.13. Governing Law; Arbitration
	 	55
	SECTION 9.14. Counterparts
	 	56






 









 






SCHEDULES




	 	 	 

	Schedule A

	 	Draft Form F-1
	Schedule 3.14(b)

	 	List of Trademark Registrations and Application
	Schedule 4.03(e)

	 	List of Shareholders Post-Closing






SINA Disclosure Schedule

CRIC Disclosure Schedule




EXHIBITS




	 	 	 

	Exhibit A

	 	Shareholders Agreement
	Exhibit B

	 	Registration Rights Agreement







 











 





          SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of July 23, 2009, between
SINA CORPORATION, a company organized under the laws of the Cayman Islands (“SINA”), and
CRIC HOLDINGS LIMITED, a company organized under the laws of the Cayman Islands (“CRIC”).




          WHEREAS, China Online Housing Technology Corporation, a company organized under the laws of
the Cayman Islands (“China Online”) operates an online real estate media platform in the
PRC that provides information and updates related to real estate, home furnishing and construction
in China and provides real estate, home furnishing and construction advertising services (the
“China Online Business”);




          WHEREAS, SINA owns 33,000,000 ordinary shares (the “SINA JV Shares”) of China Online,
par value $1.00 each (the “China Online Shares”), representing 66% of the issued and
outstanding China Online Shares, and E-house (China) Information Technology Service Limited, a
company organized under the laws of the British Virgin Islands (“E-House Info”), owns
17,000,000 China Online Shares, representing 34% of the issued and outstanding China Online Shares;




          WHEREAS, SINA wishes to transfer to CRIC the SINA JV Shares upon the terms and subject to the
conditions set forth herein;




          WHEREAS, on or prior to the consummation of the transactions contemplated by this Agreement,
SINA and China Online will enter into an Amended and Restated Agency Agreement (the “Agency
Agreement”);




          WHEREAS, on or prior to the consummation of the transactions contemplated by this Agreement,
Shanghai SINA Leju Information Technology Co. Ltd., a wholly-owned subsidiary of China Online HK
(the “China Online WFOE”), will enter into (i) an Amended and Restated Software License
Agreement with SINA WFOE (as defined below) (the “Software License Agreement”), (ii) an
Amended and Restated Domain Name License Agreement with Beijing SINA Information Service Co., Ltd.,
a PRC limited liability company controlled by SINA (“Beijing SINA”) (the “Domain Name
License Agreement”), and (iii) an Amended and Restated Trademark License Agreement with Beijing
SINA (the “Trademark License Agreement”);




          WHEREAS, in consideration for the foregoing, CRIC wishes to issue to SINA, and SINA wishes to
subscribe from CRIC, at the Closing, on the terms and subject to the conditions set forth herein,
ordinary shares of CRIC, par value $.0002 each (“CRIC Shares”), representing 39% of all
CRIC Shares (excluding (i) any CRIC Shares to be issued in the IPO and (ii) any CRIC Shares to be
issued upon exercise, conversion or exchange of options or other securities) (the “Subscription
Shares”);




          WHEREAS, CRIC (i) provides real estate information and consulting services and real estate
advertising services and (ii) operates a business-to-business and business-to-consumer Internet
platform targeting participants in the real estate industry, as currently conducted or contemplated
to be conducted by CRIC or its Subsidiaries anywhere in the world, (the “CRIC Business”);
and





1









 








          WHEREAS, on or prior to the consummation of the transactions contemplated by this
Agreement, SINA and E-House (China) Holdings Limited (“E-House”) will enter into a
shareholders agreement (the “Shareholders Agreement”), substantially in the form attached
hereto as Exhibit A.




          NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, SINA and CRIC hereby agree as follows:




ARTICLE I




DEFINITIONS



          SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:




          “Action” means any claim, action, suit, arbitration, inquiry, proceeding or
investigation, whether known or unknown, pleaded or unpleaded, direct or indirect, matured or
un-matured, material or immaterial, contingent or absolute, by or before any Governmental
Authority.




          “Affiliate” means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person.




          “Ancillary Agreements” means the Agency Agreement, the Software License Agreement, the
Domain Name License Agreement, the Trademark License Agreement, the Shareholders Agreement, the
Registration Rights Agreement and the Mutual Waivers.




          “Balance Sheet Date” means December 31, 2008.




          “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in Beijing.




          “China Online Assets” means the properties and assets of the China Online Companies,
including the China Online Leased Real Property and any China Online Intellectual Property or IT
Assets, in each case, used or intended to be used in the conduct of the China Online Business or
otherwise owned, leased or used by the China Online Companies, and, with respect to contract
rights, the benefits of all contracts, agreements and other arrangements used or intended to be
used by China Online Companies in or relating to the conduct of the China Online Business.




          “China Online Companies” means China Online, the China Online Subsidiaries, the China
Online Domestic Entity, and any and all other corporations, partnerships, limited liability
companies, joint ventures, associations and other entities controlled by China Online directly or
indirectly through one or more intermediaries, including any variable interest entity controlled by
and consolidated with China Online and any Person that is not a natural Person and that is
controlled by a China Online Company.




2









 








          “China Online Domestic Entity” means Beijing Yisheng Leju Information Services
Co., Ltd.




          “China Online F-1 Disclosure” shall mean any and all information, statements or other
disclosure in the Draft Form F-1 or the Final Form F-1 relating to, describing, derived from or
otherwise concerning SINA, any of its Affiliates (including any China Online Company) and any
director, officer or employee of any of the foregoing, or any China Online Assets, the China Online
Financial Statements, China Online Interim Financial Statements and those elements of the pro forma
financial statements of CRIC and China Online based upon the financial statements or financial or
accounting records of China Online.




          “China Online HK” means China Online Housing (Hong Kong) Co. Limited, a company
organized under the laws of Hong Kong and a wholly-owned subsidiary of China Online.




          “China Online Intellectual Property” means China Online Owned Intellectual Property
and China Online Licensed Intellectual Property.




          “China Online IP Agreements” means all (i) licenses of Intellectual Property to any
China Online Company, and (ii) licenses of Intellectual Property by any China Online Company to
third parties.




          “China Online Leased Real Property” means the Real Property leased by any China Online
Company as tenant, together with, to the extent leased by any China Online Company, all buildings
and other structures, facilities or improvements currently or hereafter located thereon, all
fixtures, systems, equipment and items of personal property of any China Online Company attached or
appurtenant thereto and all easements, licenses, rights and appurtenances relating to the
foregoing.




          “China Online Licensed Intellectual Property” means all Intellectual Property owned by
third parties (including SINA or any of its Affiliates) and licensed to any China Online Company
pursuant to the China Online IP Agreements.




          “China Online Material Adverse Effect” means any circumstance, change in or effect on
the China Online Companies or the China Online Business that, individually or in the aggregate with
all other circumstances, changes in or effects on the China Online Companies or the China Online
Business: (a) is or is reasonably likely to be materially adverse to the business, operations,
assets or liabilities (including contingent liabilities), employee relationships, customer or
supplier relationships, results of operations or the condition (financial or otherwise) of the
China Online Companies or the China Online Business or (b) is reasonably likely to materially and
adversely affect the ability of the China Online Companies to operate or conduct the China Online
Business in the manner in which it is currently or contemplated to be operated or conducted by the
China Online Companies; provided, however, that none of the following, either alone
or in combination, shall be considered in determining whether there has been a breach of a
representation, warranty, covenant or agreement that is qualified by the term “China Online
Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the
industries in which the China Online Companies operate (including legal and




3









 







regulatory changes), (ii) general economic conditions or events, circumstances, changes or
effects affecting the securities markets generally, or (iii) changes arising from the consummation
of the transactions or the announcement of the execution of this Agreement; provided,
that, with respect to clauses (i) and (ii), any such circumstance, change or effect shall
be included to the extent such circumstance, change or effect has a materially disproportionate
effect on the China Online Companies or the China Online Business as compared to other industry
participants.




          “China Online Owned Intellectual Property” means (i) all Intellectual Property owned
by, under obligation of assignment to, or purported herein or in the SINA Disclosure Schedule to be
owned by any China Online Company; and (ii) the Transferred Trademarks.




          “China Online Products” means all products (and for the avoidance of doubt, excludes
consulting services) made commercially available or otherwise distributed to third parties by any
China Online Company, including, as applicable, any and all China Online Software so made available
or distributed.




          “China Online Receivables” means any and all accounts receivable, notes and other
amounts receivable from third parties, including customers and employees, arising from the conduct
of the China Online Business before the Closing, whether or not in the ordinary course, together
with any unpaid financing charges accrued thereon.




          “China Online Software” means all Software owned by, under obligation of assignment
to, or purported herein or in the SINA Disclosure Schedule to be owned by any China Online Company.




          “China Online Stock Option Plan” means the China Online Housing Technology
Corporation 2008 Share Incentive Plan, as may be amended from time to time.




          “China Online Subsidiaries” means China Online HK and China Online WFOE.




          “Closing Date” means the date on which the Closing takes place.




          “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly or as trustee, personal representative or executor, of the power
to direct or cause the direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee, personal representative or executor, by contract,
credit arrangement or otherwise.




          “CRIC Assets” means the properties and assets of the CRIC Companies, including any
CRIC Intellectual Property or IT Assets, in each case, used or intended to be used in the conduct
of the CRIC Business or otherwise owned, leased or used by the CRIC Companies, and, with respect to
contract rights, the benefits of all contracts, agreements and other arrangements used or intended
to be used by the CRIC Companies or in or relating to the conduct of the CRIC Business.




          “CRIC Companies” means CRIC, the CRIC Subsidiaries, the CRIC Domestic Entities,
and any and all other corporations, partnerships, limited liability companies, joint




4









 







ventures, associations and other entities controlled by CRIC directly or indirectly through
one or more intermediaries, including any variable interest entity controlled by and consolidated
with CRIC and any Person that is not a natural Person and that is controlled by a CRIC Company.




          “CRIC Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of
the date hereof, delivered by CRIC to SINA in connection with this Agreement.




          “CRIC Domestic Entities” means Shanghai Tian Zhuo Advertising Co., Ltd., a PRC
variable interest entity controlled by and consolidated with CRIC, and its Subsidiaries.




          “CRIC Financial Statements” means the audited consolidated balance sheet of CRIC for
the fiscal year ended as of December 31, 2008, and the related audited consolidated statements of
income, retained earnings, shareholders’ equity and cash flows of CRIC, together with all related
notes and schedules thereto, accompanied by the reports thereon of CRIC’s independent auditors.




          “CRIC Intellectual Property” means CRIC Owned Intellectual Property and CRIC Licensed Intellectual Property.









          “CRIC IP Agreements” means all (i) licenses of Intellectual Property to CRIC, and (ii)
licenses of Intellectual Property by any CRIC Company to third parties.




          “CRIC Licensed Intellectual Property” means all Intellectual Property owned by third
parties (including E-House or any of its Affiliates) and licensed to any CRIC Company pursuant to
the CRIC IP Agreements.




          “CRIC Material Adverse Effect” means any circumstance, change in or effect on the CRIC
Companies or the CRIC Business that, individually or in the aggregate with all other circumstances,
changes in or effects on the CRIC Companies or the CRIC Business: (a) is or is reasonably likely to
be materially adverse to the business, operations, assets or liabilities (including contingent
liabilities), employee relationships, customer or supplier relationships, results of operations or
the condition (financial or otherwise) of the CRIC Companies or the CRIC Business or (b) is
reasonably likely to materially and adversely affect the ability of the CRIC Companies to operate
or conduct the CRIC Business in the manner in which it is currently or contemplated to be operated
or conducted by the CRIC Companies; provided, however, that none of the following,
either alone or in combination, shall be considered in determining whether there has been a breach
of a representation, warranty, covenant or agreement that is qualified by the term “CRIC Material
Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries
in which the CRIC Companies operate (including legal and regulatory changes), (ii) general economic
conditions or events, circumstances, changes or effects affecting the securities markets generally,
or (iii) changes arising from the consummation of the transactions or the announcement of the
execution of this Agreement; provided, that, with respect to clauses (i) and (ii),
any such circumstance, change or effect shall be included to the extent such circumstance, change
or effect has a materially disproportionate effect on the CRIC Companies or the CRIC Business as
compared to other industry participants.





5









 








          “CRIC Owned Intellectual Property” means all Intellectual Property owned by, under
obligation of assignment to, or purported herein or in the CRIC Disclosure Schedule to be owned by
any CRIC Company.




          “CRIC Permit” means any permit, certificate, license, consent, franchise, waiver or
authorization of any Governmental Authority obtained or possessed by CRIC in respect of the CRIC
Business or the CRIC Assets.




          “CRIC Post-Closing Information” means any and all of the following information of or
relating to any CRIC Company or China Online Company: all trade secrets, unpublished Intellectual
Property, product development, price, customer and supplier lists, pricing and marketing plans,
policies and strategies, details of client and consultant contracts, operating methods, product
development techniques, business acquisition plans, new personnel acquisition plans, information
relating to their respective customers, suppliers, creditors, business partners and others having
dealings with any of them, and all other information which is of a confidential or proprietary
nature with respect to the CRIC Companies or the China Online Companies.




          “CRIC Products” means all products (and for the avoidance of doubt, excludes
consulting services) made commercially available or otherwise distributed to third parties by CRIC,
including, as applicable, any and all CRIC Software so made available or distributed.




          “CRIC Share Incentive Plan” means the CRIC Holdings Limited 2008 Share Incentive Plan
approved by the shareholders of CRIC on September 9, 2008.




          “CRIC Software” means all Software owned by, under obligation of assignment to, or
purported herein or in the CRIC Disclosure Schedule to be owned by any CRIC Company.




          “CRIC Subsidiaries” means the Subsidiaries of CRIC.




          “Draft Form F-1” means the draft Form F-1 registration statement, a copy of which is
attached hereto as Schedule A.




          “Encumbrance” means with respect to any asset (including any security) any security
interest, pledge, hypothecation, mortgage, lien, license, claim, charge, title retention, right to
acquire, option, levy, proxy, right of first refusal, and any other encumbrance or condition
whatsoever.




          “Final Form F-1” means the registration statement on form F-1 declared effective by
the SEC in connection with the IPO, together with (i) all pricing and related information (and
information dependent thereon) and (ii) any post-effective amendment thereto, together forming part
of the “general disclosure package” or “time of sale information” to be conveyed to investors in
the IPO, as contemplated by the underwriting agreement for the IPO.




          “GAAP” means generally accepted accounting principles and practices in the United
States in effect from time to time applied consistently throughout the periods involved.





6









 








          “Governmental Authority” means any federal, national, supranational, state,
provincial, local or other government, governmental, regulatory or administrative authority, agency
or commission or any court, tribunal, or judicial or arbitral body.




          “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.




          “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person,
whether or not contingent, for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services, (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), (e) all obligations of such
Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as
capital leases, (f) all obligations, contingent or otherwise, of such Person under acceptance,
letter of credit or similar facilities, (g) all obligations of such Person to purchase, redeem,
retire, defease or otherwise acquire for value any capital stock of such Person or any warrants,
rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock,
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly
by such Person through an agreement (I) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (II) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling
the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss, (III) to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such property is received or such
services are rendered), or (IV) otherwise to assure a creditor against loss, and (i) all
Indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance
on property (including accounts and contract rights) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Indebtedness.




          “Indemnified Party” means a SINA Indemnified Party or a CRIC Indemnified Party, as the
case may be.




          “Indemnifying Party” means SINA pursuant to Section 7.02 or CRIC pursuant to Section
7.03, as the case may be.




          “Intellectual Property” means, in any and all jurisdictions worldwide, all (i)
patents, utility models, inventions and discoveries, statutory invention registrations, mask works,
invention disclosures, and industrial designs, community designs and other designs, (ii)
trademarks, service marks, domain names, uniform resource locators, trade dress, trade names, logos
and other identifiers of source, including the goodwill symbolized thereby or associated therewith,
(iii) works of authorship (including Software) and copyrights, and moral rights, design rights and
database rights therein and thereto, (iv) confidential and proprietary information,




7









 







including trade secrets, know-how and invention rights, (v) rights of privacy and publicity,
(vi) registrations, applications, renewals, continuations, continuations-in-part, substitutions and
extensions for any of the foregoing in (i)-(v), and (vii) any and all other proprietary rights.




          “IPO” means the initial public offering of CRIC Shares and simultaneous listing of
CRIC Shares on Nasdaq National Market or the New York Stock Exchange.




          “IT Assets” means all Software, systems, servers, computers, hardware, firmware,
middleware, networks, data communications lines, routers, hubs, switches and all other information
technology equipment, and all associated documentation.




          “Law” means any federal, national, supranational, state, provincial, local or similar
statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including
common law).




          “Liabilities” means any and all debts, liabilities and obligations, whether accrued or
fixed, absolute or contingent, matured or unmatured or determined or determinable, including those
arising under any Law, Action or Governmental Order and those arising under any contract,
agreement, arrangement, commitment or undertaking.




          “Market Capitalization” means (a) the sum of the number of issued and outstanding CRIC
Shares immediately prior to the Closing plus the number of CRIC Shares to be issued in the IPO,
multiplied by (b) the IPO price (exclusive of any underwriting discounts or commissions) per CRIC
Share set forth in the Final Form F-1.




          “Modern Information” means Modern Information Ltd., a company organized under the laws
of the British Virgin Islands.




          “Off-the-Shelf Software” means, with respect to any Person, all Software that is
commercially available off-the-shelf Software that (i) has not been modified or customized for such
Person, and (ii) is licensed to such Person for a one-time or annual fee of $10,000 or less.




          “Permitted Encumbrances” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced and as to which
CRIC or China Online, as the case may be, is not otherwise subject to civil or criminal liability
due to its existence: (a) liens for Taxes not yet due and payable, for which adequate reserves have
been maintained in accordance with GAAP; (b) Encumbrances imposed by Law, such as materialmen’s,
mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the
ordinary course of business securing obligations that (i) are not overdue for a period of more than
30 days and (ii) are not in excess of $10,000 in the case of a single property or $100,000 in the
aggregate at any time; (c) pledges or deposits to secure obligations under workers’ compensation
laws or similar legislation or to secure public or statutory obligations; and (d) minor survey
exceptions, reciprocal easement agreements and other customary encumbrances on title to real
property that (i) were not incurred in connection with any Indebtedness, (ii) do not render title
to the property encumbered thereby unmarketable, and (iii) do not, individually or in the
aggregate, materially and adversely affect the value of or the use of such property for its
current and anticipated purposes.






8









 








          “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.




          “PRC” means the People’s Republic of China.




          “Public Software” means any Software that is distributed as freeware, shareware, open
source Software (e.g., Linux) or under similar licensing or distribution models that (i) require
the licensing or distribution of source code of such Software to any other Person, (ii) prohibit or
limit the receipt of consideration in connection with sublicensing or distributing any such
Software, (iii) allow any Person to decompile, disassemble or otherwise reverse-engineer any such
Software, or (iv) require the licensing of any such Software to any other Person for the purpose of
making derivative works. For the avoidance of doubt, “Public Software” includes, without
limitation, Software licensed or distributed under any of the following licenses or distribution
models (or licenses or distribution models similar thereto): (i) the GNU General Public License
(GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla
Public License; (iv) the Netscape Public License; (v) the BSD License; (vi) the Apache License; and
(x) any other license or distribution model described by the Open Source Initiative in its Open
Source Definition as set forth on www.opensource.org.




          “Real Property” means all land, buildings, improvements and fixtures erected thereon
and all appurtenances related thereto.




          “Registered” means issued by, registered, recorded or filed with, renewed by or the
subject of a pending application before any Governmental Authority or Internet domain name
registrar.




          “Registration Rights Agreement” means the Registration Rights Agreement to be entered
between E-House, SINA and CRIC as at the Closing, substantially in the form attached hereto as
Exhibit B.




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




          “SINA Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of
the date hereof, delivered by SINA to CRIC in connection with this Agreement.




          “SINA Post-Closing Information” means any and all of the following information of or
relating to SINA or any of its Subsidiaries (excluding any China Online Company): all trade
secrets, unpublished Intellectual Property, product development, price, customer and supplier
lists, pricing and marketing plans, policies and strategies, details of client and consultant
contracts, operating methods, product development techniques, business acquisition plans, new
personnel acquisition plans, information relating to their respective customers, suppliers,
creditors, business partners and others having dealings with any of them, and all other information
which is of a confidential or proprietary nature with respect to SINA or any of its Subsidiaries
(excluding any China Online Company).






9









 








          “SINA WFOE” means SINA.com Technology (China) Co. Ltd., a limited liability company in
the PRC and a wholly-owned subsidiary of SINA.




          “Software” means all (i) computer programs, applications, systems and code, including
software implementations of algorithms, models and methodologies, program interfaces, and source
code and object code, (ii) Internet and intranet websites, databases and compilations, including
data and collections of data, whether machine-readable or otherwise, (iii) development and design
tools, library functions and compilers, (iv) technology supporting websites, and the contents and
audiovisual displays of websites, and (v) media, documentation and other works of authorship,
including user manuals and training materials, relating to or embodying any of the foregoing or on
which any of the foregoing is recorded.




          “Subsidiaries” means, with respect to any Person, any and all corporations,
partnerships, limited liability companies, joint ventures, associations and other entities
controlled by such Person directly or indirectly through one or more intermediaries.




          “Tax” or “Taxes” means all national, federal, state, local municipal and
foreign direct and indirect taxes, duty, fees, charges, imposts or levy and other assessments of a
similar nature including, without limiting the generality of the foregoing: (i) taxes or other
charges on or with respect to income, franchises, windfall or other profits, gross receipts,
profits, sales, use, shares, payroll, operation of a business, employment, social security,
workers’ compensation, unemployment compensation or net worth; (ii) taxes or other charges in the
nature of excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; (iii)
license, registration and documentation fees; (iv) customs duties, countervailing duties,
anti-dumping duties, safeguard duties, tariffs excise duties, sales tax, service tax, goods and
services tax and similar charges and (v) obligations pursuant to laws of escheat or unclaimed or
abandoned property, in the case of each of the foregoing clause (i) through (v), whether imposed
directly or through withholding and including any interest, fine, surcharge, increases, charges,
fees, additions to tax, for failure to pay, deduct, withhold or delay in payment of tax or
otherwise or penalties applicable thereto.




          “Tax Returns” means any and all returns, reports and forms (including elections,
declarations, amendments, schedules, information returns or attachments thereto) required to be
filed with a Governmental Authority with respect to Taxes.




          “Transaction Documents” means this Agreement and all other documents delivered or
required to be delivered by any party pursuant to this Agreement, including the Ancillary
Agreements.




          “Transferred Trademarks” means the trademark registrations and application set forth
in Section 3.14(b) of the SINA Disclosure Schedule.




          SECTION 1.02. Definitions. The following terms have the meanings set forth in
the Sections set forth below:




	 	 	 
	Definition	 	Location
	 
	 	 
	“Adjusted Option”
	 	5.12(b)






10









 






	 	 	 
	Definition	 	Location
	 
	 	 
	“Agency Agreement”
	 	Recitals
	“Agreement”
	 	Preamble
	“Beijing SINA”
	 	Recitals
	“China Online”
	 	Recitals
	“China Online Business”
	 	Recitals
	“China Online Control Agreements”
	 	3.23
	“China Online Financial Statements”
	 	3.08(a)
	“China Online Interim Financial Statements”
	 	3.08(a)
	“China Online Material Contracts”
	 	3.13(a)
	“China Online Option”
	 	5.12(b)
	“China Online Permit”
	 	3.15
	“China Online Plans”
	 	3.19(a)
	“China Online Related Party Transaction”
	 	3.25
	“China Online Shares”
	 	Recitals
	“China Online WFOE”
	 	Recitals
	“Closing”
	 	2.03
	“Confidentiality Agreement”
	 	5.07(a)
	“CRIC”
	 	Preamble
	“CRIC Business”
	 	Recitals
	“CRIC Indemnified Party”
	 	7.02
	“CRIC Related Party Transaction”
	 	4.08
	“CRIC Shares”
	 	Recitals
	“Dispute”
	 	9.13(b)
	“Domain Name License Agreement”
	 	Recitals
	“E-House”
	 	Recitals
	“E-House Info”
	 	Recitals
	“HKIAC”
	 	9.13(b)(i)
	“HKIAC Rules”
	 	9.13(b)(i)
	“Loss”
	 	7.02
	“Mutual Waivers”
	 	5.04
	“Non-Consented Disclosure”
	 	5.06
	“Public Filing Date”
	 	5.06
	“Recipient”
	 	5.07(b)
	“Related Party Transaction Approval Process”
	 	5.05
	“Released Parties”
	 	5.04
	“Releasing Parties”
	 	5.04
	“Shareholders Agreement”
	 	Recitals
	“SINA”
	 	Preamble
	“SINA Employee”
	 	5.12(c)
	“SINA Indemnified Party”
	 	7.03
	“SINA JV Shares”
	 	Recitals
	“Software License Agreement”
	 	Recitals
	“Subscription Shares”
	 	Recitals
	“Third Party Claim”
	 	7.05(b)






11









 






	 	 	 
	Definition	 	Location
	 
	 	 
	“Trademark License Agreement”

	 	Recitals





          SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except to
the extent otherwise provided or that the context otherwise requires:





     (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule,
such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless
otherwise indicated;




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




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




     (d) 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;




     (e) all terms defined in this Agreement have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto, unless otherwise defined therein;




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




     (g) references to a Person are also to its successors and permitted assigns; and




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




     (i) unless otherwise indicated, references to “$” are to US$, the lawful currency of the
United States of America.



ARTICLE II




TRANSFER OF SINA JV SHARES; SUBSCRIPTION OF SUBSCRIPTION SHARES



          SECTION 2.01. Transfer of the SINA JV Shares. Upon the terms and subject to the
conditions of this Agreement, at the Closing, SINA shall sell, convey, assign, transfer and
deliver to CRIC, the SINA JV Shares, and CRIC shall purchase the SINA JV Shares.




          SECTION 2.02. Subscription of the Subscription Shares. In consideration for the SINA
JV Shares and upon the terms and subject to the conditions of this Agreement, at the



12









 







Closing, CRIC shall issue to SINA, and SINA shall subscribe from CRIC, the Subscription
Shares.



          SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the sale
and purchase of the SINA JV Shares and the issuance of and subscription for the Subscription
Shares, each as contemplated by this Agreement shall take place at a closing (the
“Closing”) to be held at the offices of Shearman
& Sterling LLP, 12th Floor
East Tower, Twin Towers, B-12 Jianguomenwai Dajie, Beijing at 11:00 a.m. Beijing time following the
satisfaction or waiver of all of the conditions to the obligations of the parties hereto set forth
in Section 6.01 and Section 6.02 (other than such conditions as can only be satisfied
contemporaneous with Closing) on the closing date of the IPO. All deliveries to be made or other
actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or
action shall be deemed complete until all such deliveries and actions have been completed or the
relevant parties have agreed to waive such delivery or action. If the Closing does not occur, any
delivery made or other action taken at the Closing shall be deemed not to have occurred and be
without force or effect and the receiving party must within ten (10) Business Days return any such
delivery to the delivering party unless otherwise instructed by the delivering party.



          SECTION 2.04. Closing Deliveries by SINA. At the Closing, SINA shall deliver or cause
to be delivered to CRIC:




     (a) share certificates evidencing the SINA JV Shares duly and validly endorsed in favor of
CRIC, or accompanied by stock powers duly and validly executed by SINA, in either case, sufficient
to vest in CRIC full and valid title to such SINA JV Shares and with all required share transfer
tax stamps affixed;




     (b) executed counterparts of each Ancillary Agreement to which SINA or any of its Subsidiaries
is a party;




     (c) a true and complete copy of resolutions duly and validly adopted by the Board of Directors
of SINA evidencing its authorization and approval of (i) the execution and delivery of this
Agreement and the Ancillary Agreements, (ii) the transfer of the SINA JV Shares to CRIC and the
entry of CRIC into the record book of China Online as the record owner of the SINA JV Shares and
(iv) the consummation of the transactions contemplated hereby and thereby;




     (d) a certificate of an authorized officer of SINA certifying as to the incumbency of the
director or officer (who shall not be the Chief Executive Officer) executing this Agreement and the
other instruments, documents, certificate and agreements contemplated hereby;




     (e) evidence, in form and substance reasonably satisfactory to CRIC, of the transfer of the
Transferred Trademarks as contemplated in Section 5.09 hereof; and




     (f) evidence, in form and substance reasonably satisfactory to CRIC, of the transfer of all
equity interest in Beijing SINA to a nominee or nominees acceptable to CRIC in its sole discretion.



13









 





          SECTION 2.05. Closing Deliveries by CRIC. At the Closing, CRIC shall deliver
to SINA:





     (a) duly issued certificates representing the Subscription Shares, registered in the name of SINA;




     (b) executed counterparts of each Ancillary Agreement to which CRIC or E-House is a party;




     (c) a true and complete copy of the resolutions duly and validly adopted by the Board of
Directors of CRIC evidencing its authorization of the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby;




     (d) a certificate of an authorized officer of CRIC certifying as to the incumbency of the
director or officer (who shall not be the Chief Executive Officer) executing this Agreement and the
other instruments, documents, certificate and agreements contemplated hereby;




     (e) evidence, in form and substance reasonably satisfactory to SINA, of the transfer by Modern
Information to CRIC 78 ordinary shares, with no par value each, of E-House Info; and




     (f) a true and complete copy of the share register of CRIC as of the Closing reflecting the
ownership of the number of issued and outstanding CRIC Shares beneficially owned by E-House and
Modern Information as set forth next to such shareholder’s name on Schedule 4.03(e).



          SECTION 2.06. Shares.





     (a) The Subscription Shares shall not be registered under the Securities Act and, shall be
held subject to the restrictions on transfer and other provisions of the Shareholders Agreement.




     (b) SINA hereby acknowledges and agrees that, in addition to the restrictions on transfers of
the Subscription Shares contained in the Shareholders Agreement, the Subscription Shares have not
been registered under the Securities Act and may not be re-offered or sold except pursuant to a
registration statement or an exemption from the registration requirements of the Securities Act.
SINA further acknowledges and agrees that the certificates for such Subscription Shares, if issued,
shall bear a legend in English as follows, and CRIC’s transfer agent shall be instructed to
annotate the Subscription Shares in the share record book of CRIC with the following restriction:




     THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED
EXCEPT (I) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS UNDER THE SECURITIES ACT



14









 






AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR (III) PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.




     THE SECURITIES ARE SUBJECT TO THE PROVISIONS SET FORTH IN THE SHAREHOLDERS AGREEMENT, DATED
[•], 2009, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF CRIC HOLDINGS LIMITED. SUCH
SHAREHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE,
TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. ANY
SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IN VIOLATION OF THE SHAREHOLDERS AGREEMENT SHALL BE NULL AND VOID.



ARTICLE III




REPRESENTATIONS AND WARRANTIES

OF SINA



          Except as set forth in the SINA Disclosure Schedule, SINA hereby represents and warrants to
CRIC, as of the date hereof or, if a representation or warranty is made as of a specified date, as
of such date, as set forth below. Each exception set forth in the SINA
Disclosure Schedule is identified by reference to the specific section or subsection of this
Agreement and only relates to and qualifies such section or subsection, unless it is reasonably
apparent that such exception also relates to another section or subsection, in which case it will
also be deemed to relate to and qualify such other section or subsection.




          SECTION 3.01. Organization, Authority and Qualification of SINA and Certain
Subsidiaries. Each of SINA, SINA WFOE and Beijing SINA is a corporation duly organized and
validly existing under the laws of the jurisdiction of its incorporation and has all necessary
corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry
out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. Each of SINA, SINA WFOE and Beijing SINA is duly licensed or qualified to do business
in each jurisdiction which the properties owned or leased by it or the operation of its business
makes such licensing or qualification necessary, except to the extent that the failure to be so
licensed or qualified would not (a) adversely affect the ability of SINA, SINA WFOE or Beijing SINA
to carry out its respective obligations under, and to consummate the transactions contemplated by,
this Agreement and the Ancillary Agreements to which they are, respectively, party or (b) adversely
affect the ability of the China Online Companies to conduct the China Online Business. The
execution and delivery of this Agreement and the Ancillary Agreements by each of SINA, SINA WFOE
and Beijing SINA to which they are, respectively, party, the performance by each of SINA, SINA WFOE
and Beijing SINA, of





15









 







its respective obligations hereunder and thereunder and the consummation by each of SINA, SINA WFOE
and Beijing SINA of the transactions contemplated hereby and thereby have been duly authorized by
all requisite action on the part of each of SINA, SINA WFOE and Beijing SINA and its respective
shareholders. This Agreement has been, and upon their execution the Ancillary Agreements shall have
been, duly executed and delivered by each of SINA, SINA WFOE and Beijing SINA and (assuming due
authorization, execution and delivery by CRIC) this Agreement constitutes, and upon their execution
the Ancillary Agreements shall constitute, legal, valid and binding obligations of SINA, SINA WFOE
and Beijing SINA, enforceable against SINA, SINA WFOE and Beijing SINA in accordance with their
respective terms.




          SECTION 3.02. Organization, Authority and Qualification of China Online. China Online
is a corporation duly organized and validly existing under the laws of the jurisdiction of its
incorporation and has all necessary corporate power and authority to enter into the Ancillary
Agreements to which it is named as a party, to carry out its obligations thereunder and to own,
operate or lease the properties and assets now owned, operated or leased by it and to carry on the
China Online Business as it has been and is currently conducted. China Online is duly licensed or
qualified to do business in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary or desirable, except to
the extent that the failure to be so licensed or qualified would not (a) adversely affect the
ability of SINA or the China Online Companies to carry out their respective obligations under, and
to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b)
adversely affect the ability of the China Online Companies to conduct the China Online Business.
All corporate actions taken by China Online, including the execution and delivery of the Ancillary
Agreements and the consummation of the transactions contemplated thereby, have been duly
authorized, and China Online has not taken any action that in any respect conflicts with,
constitutes a default under, or results in a violation of, any provision of its Memorandum or
Articles of Association (or similar organizational documents). Upon the execution of the Ancillary
Agreements to which China Online is named as a party, such Ancillary Agreements shall have been
duly executed and delivered by China Online, and (assuming due authorization, execution and
delivery by any CRIC Company named as a party thereto) shall constitute, legal, valid and binding
obligations of China Online, enforceable against China Online in accordance with their respective
terms. True and correct copies of the Memorandum and Articles of Association (or similar
organizational documents) of China Online, each as in effect on the date hereof, have been
delivered by SINA to CRIC.




          SECTION 3.03. Subsidiaries. (a) Section 3.03(a) of the SINA Disclosure Schedule sets
forth a true and complete list of all the China Online Companies (other than China Online), listing
for each China Online Company its name, type of entity, the jurisdiction and date of its
incorporation or organization, its authorized capital stock, partnership capital or equivalent, the
number and type of its issued and outstanding shares of capital stock, partnership interests or
similar ownership interests and the current ownership of such shares, partnership interests or
similar ownership interests.




          (b) Other than those China Online Companies set forth in Section 3.03(a) of the SINA
Disclosure Schedule, there are no corporations, partnerships, joint ventures, associations or other
entities in which any China Online Company owns, of record or beneficially, any direct or indirect
equity or other interest or any right (contingent or otherwise)






16









 







to acquire the same. No China Online Company is a member of (nor is any part of the China Online
Business conducted through) any partnership nor is any China Online Company a participant in any
joint venture or similar arrangement.




          (c) Each China Online Company (other than China Online) that is a corporation: (i) is a
corporation duly organized and validly existing under the laws of its jurisdiction of
incorporation, (ii) has all necessary power and authority to enter into the Ancillary Agreements to
which it is named as a party, to carry out its obligations thereunder, to own, operate or lease the
properties and assets owned, operated or leased by such China Online Company and to carry on its
business as it has been and is currently conducted by such China Online Company and (iii) is duly
licensed or qualified to do business in each jurisdiction in which the properties owned or leased
by it or the operation of its business makes such licensing or qualification necessary or
desirable, except to the extent that the failure to be so licensed or qualified would not (x)
adversely affect the ability of SINA or the China Online Companies to carry out their respective
obligations under, and to consummate the transactions contemplated by, this Agreement and the
Ancillary Agreements or (y) adversely affect the ability of such China Online Company to conduct
its business or the China Online Business. Each China Online Company that is not a corporation: (i)
is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has
all necessary power and authority to enter into the Ancillary Agreements to which it is named a
party, to own, operate or lease the properties and assets owned, operated or leased by such China
Online Company and to carry on its business as it has been and is currently conducted by such China
Online Company and (iii) is duly licensed or qualified to do business in each jurisdiction in which
the properties owned or leased by it or the operation of its business makes such licensing or
qualification necessary or desirable, except to the extent that the failure to be so licensed or
qualified would not (x) adversely affect the ability of SINA or the China Online Companies to carry
out their respective obligations under, and to consummate the transactions contemplated by, this
Agreement and the Ancillary Agreements or (y) adversely affect the ability of such China Online
Company to conduct its business or the China Online Business.




          (d) All corporate actions taken by each China Online Company (other than China Online),
including the execution and delivery of the Ancillary Agreements to which any China Online Company
is named a party and the consummation of the transactions contemplated thereby, have been duly
authorized and no China Online Company (other than China Online) has taken any action that in any
respect conflicts with, constitutes a default under or results in a violation of any provision of
its Memorandum or Articles of Association (or similar organizational documents). Upon the execution
of the Ancillary Agreements to which any China Online Company (other than China Online) is named a
party, such Ancillary Agreements shall have been duly executed and delivered by any such China
Online Companies party thereto, and (assuming due authorization, execution and delivery by CRIC)
shall constitute, legal, valid and binding obligations of such China Online Company, enforceable
against such China Online Company in accordance with their respective terms. True and complete
copies of the Memorandum and Articles of Association (or similar organizational documents), in each
case as in effect on the date hereof, of each China Online Company (other than China Online) have
been delivered by SINA to CRIC.






17









 








          SECTION 3.04. Capitalization. (a) The authorized capital stock of China Online
consists of 250,000,000 China Online Shares. As of the date hereof, (i) 50,000,000 China Online
Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable
and (ii) no China Online Shares are reserved for issuance pursuant to employee share options
granted pursuant to the China Online Stock Option Plan. None of the issued and outstanding China
Online Shares was issued in violation of any preemptive rights. Except for employee share options
issued under the China Online Stock Option Plan, true and correct details of which have been
provided by SINA to CRIC, there are no options, warrants, convertible securities or other rights,
agreements, arrangements or commitments of any character relating to the China Online Shares or
obligating China Online to issue or sell any China Online Shares, or any other interest in, China
Online. There are no outstanding contractual obligations of China Online to repurchase, redeem or
otherwise acquire any China Online Shares or to provide funds to, or make any investment (in the
form of a loan, capital contribution or otherwise) in, any other Person. Immediately upon
consummation of the transactions contemplated by this Agreement, the China Online Shares, including
the SINA JV Shares, will be fully paid, non-assessable and free and clear of all Encumbrances.
There are no voting trusts, shareholder agreements, proxies or other agreements or understandings
in effect with respect to the voting or transfer of any of the China Online Shares. The SINA JV
Shares are owned of record and beneficially by SINA free and clear of all Encumbrances. Upon
transfer of the SINA JV Shares to CRIC at the Closing in the manner provided in this Agreement,
full and valid record and beneficial title to the SINA JV Shares will fully and effectively vest in
CRIC, free and clear of any Encumbrances.




          (b) All the outstanding shares of capital stock of each China Online Company (other than China
Online) that is a corporation are validly issued, fully paid, non-assessable and, except with
respect to wholly owned China Online Companies, free of preemptive rights and are owned by China
Online, whether directly or indirectly, free and clear of all Encumbrances. There are no options,
warrants, convertible securities or other rights, agreements, arrangements or commitments of any
character relating to the capital stock of any China Online Company or obligating SINA or any China
Online Company to issue or sell any shares of capital stock of, or any other interest in, any China
Online Company. There are no voting trusts, shareholder agreements (other than as will be
terminated prior to the Closing), proxies or other agreements or understandings in effect with
respect to the voting or transfer of any shares of capital stock of or any other interests in any
China Online Company.




          (c) The share register of each China Online Company accurately records: (i) the name and
address of each Person owning shares of capital stock of such China Online Company and (ii) the
certificate number of each certificate evidencing shares of capital stock issued by such China
Online Company, the number of shares evidenced by each such certificate, the date of issuance
thereof and, in the case of cancellation, the date of cancellation.




          SECTION 3.05. Corporate Books and Records. The minute books of the China Online
Companies contain accurate records of all meetings and accurately reflect all other actions taken
by the shareholders, Boards of Directors and all committees of the Boards of Directors of the China
Online Companies in all material respects. Copies of all such minute books and of the share
register of each China Online Company have been provided by SINA to CRIC.





18









 








          SECTION 3.06. No Conflict. The execution, delivery and performance by each of SINA,
SINA WFOE and Beijing SINA and the China Online Companies of this Agreement and the Ancillary
Agreements to which they are, respectively, party, do not and will not (a) violate, conflict with
or result in the breach of the Memorandum or Articles of Association (or similar organizational
documents) of SINA, SINA WFOE, Beijing SINA or any China Online Company, (b) conflict with or
violate any Law or Governmental Order applicable to SINA, SINA WFOE, Beijing SINA or any China
Online Company or the assets, properties or businesses of SINA, SINA WFOE, Beijing SINA or any
China Online Company or (c) conflict with, result in any breach of, constitute a default (or event
which with the giving of notice or lapse of time, or both, would become a default) under, require
any consent under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract,
agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which
SINA, SINA WFOE, Beijing SINA or any China Online Company is a party, except, in the case of
clauses (b) and (c), as would not (i) materially and adversely affect the ability of SINA, SINA
WFOE, Beijing SINA or any China Online Company to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii)
adversely affect the ability of the China Online Companies to conduct the China Online Business.




          SECTION 3.07. Governmental Consents and Approvals. The execution, delivery and
performance by SINA, SINA WFOE, Beijing SINA and the China Online Companies of this Agreement and
each Ancillary Agreement to which they are, respectively, party do not and will not require any
consent, approval, authorization or other order of, action by, filing with or notification to, any
Governmental Authority, except (a) where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not prevent or materially delay the
consummation by SINA, SINA WFOE, Beijing SINA or any China Online Company of the transactions
contemplated by this Agreement and the Ancillary Agreements or (b) as may be necessary as a result
of any facts or circumstances relating solely to CRIC or any of its Affiliates.




          SECTION 3.08. Financial Information; Books and Records. (a) True and complete copies
of (i) the audited consolidated balance sheet of China Online as of December 31, 2008, and the
related audited consolidated statements of income, retained earnings, shareholders’ equity and cash
flows of China Online for the nine (9) month period then ended, together with all related notes and
schedules thereto, accompanied by the reports thereon of China Online’s independent auditors
(collectively referred to herein as the “China Online Financial Statements”) and (ii) the
unaudited consolidated balance sheet of China Online as of March 31, 2009, and the related
unaudited consolidated statements of income, retained earnings, shareholders’ equity and cash flows
of China Online, together with all related notes and schedules thereto (collectively referred to
herein as the “China Online Interim Financial Statements”) have been delivered by SINA to
CRIC. The China Online Financial Statements and the China Online Interim Financial Statements (I)
were prepared in accordance with the books of account and other financial records of the China
Online Companies, (II) present fairly the consolidated financial condition and results of
operations of the China Online Companies as of the dates thereof or for the periods covered
thereby, (III) have been prepared in accordance with GAAP applied on a basis consistent with the
past practices of China Online, and (IV) include all adjustments (consisting only of normal
recurring accruals) that are necessary for a fair





19









 







presentation of the financial condition of the China Online Companies and the results of the
operations of the China Online Companies as of the dates thereof or for the periods covered
thereby.




          (b) The books of account and other financial records of the China Online Companies: (i)
reflect all items of income and expense and all assets and Liabilities required to be reflected
therein in accordance with GAAP applied on a basis consistent with the past practices of the China
Online Companies, respectively, (ii) are in all material respects complete and correct, and do not
contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in
accordance with good business and accounting practices.




          SECTION 3.09. Absence of Undisclosed Liabilities. There are no Liabilities of the
China Online Companies, other than Liabilities (a) reflected or reserved against on the China
Online Financial Statements, or (b) incurred since the Balance Sheet Date in the ordinary course of
business, consistent with past practice, of the China Online Companies and which do not and could
not have a China Online Material Adverse Effect. Reserves are reflected on the China Online
Financial Statements against all Liabilities of the China Online Companies in amounts that have
been established on a basis consistent with the past practices of the China Online Companies and in
accordance with GAAP.




          SECTION 3.10. Conduct in the Ordinary Course. Since the Balance Sheet Date, the China
Online Business has been conducted in the ordinary course consistent with past practice and there
has not occurred any China Online Material Adverse Effect.




          SECTION 3.11. Litigation. There are no Actions by or against any China Online Company
or by or against SINA or any Affiliate thereof relating to the China Online Business or China
Online Assets or affecting SINA’s or its Affiliates’ ability to perform their respective
obligations under this Agreement or any Ancillary Agreement, pending before any Governmental
Authority (or, to the knowledge of SINA after due inquiry, threatened to be brought by or before
any Governmental Authority). None of SINA, SINA WFOE, Beijing SINA, any China Online Company or any
of the China Online Assets is subject to any Governmental Order (nor, to the knowledge of SINA
after due inquiry, are there any such Governmental Orders threatened to be imposed by any
Governmental Authority) which has had a China Online Material Adverse Effect or could affect the
legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation
of the transactions contemplated hereby or thereby.




          SECTION 3.12. Compliance with Laws. Except as would not (i) adversely affect the
ability of SINA or any China Online Company to carry out its obligations under, and to consummate
the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) materially
adversely affect the ability of the China Online Companies to conduct the China Online Business,
China Online Companies have conducted and continue to conduct the China Online Business in
accordance with all Laws and Governmental Orders applicable to the China Online Companies or the
China Online Assets, and none of the China Online Companies is in violation of any such Law or
Governmental Order.





20











 





          SECTION 3.13. Material Contracts. (a) Section 3.13(a) of the SINA
Disclosure Schedule lists each of the following contracts and agreements (including
oral agreements) of each China Online Company (such contracts and agreements,
together with all contracts, agreements, leases and subleases concerning the use,
occupancy, management or operation of any Real Property, being “China Online
Material Contracts”):





     (i) each contract, agreement, invoice, sales order, other arrangement or series thereof the
furnishing of services by any China Online Company that: (A) is likely to involve consideration of
more than $3,000,000 in the aggregate during the calendar year ending December 31, 2009, (B) is
likely to involve consideration of more than $3,000,000 in the aggregate over the remaining term of
the contract, (C) is entered into with any customer listed in Section 3.18 of the SINA Disclosure
Schedule, provided that Section 3.13(a) of the SINA Disclosure Schedule need only include
those that are likely to involve consideration of more than $3,000,000 or (D) cannot be cancelled
by such China Online Company without penalty or further payment and without more than 30 days’
notice;




     (ii) all broker, distributor, dealer, franchise, agency, sales promotion, market research,
marketing, consulting and advertising contracts and agreements to which any China Online Company is
a party, provided that Section 3.13(a) of the SINA Disclosure Schedule need only include
those that are is likely to involve consideration of more than $1,000,000;




     (iii) all collective bargaining or other labor union contracts applicable to any persons
employed or engaged by the China Online Business;




     (iv) all management contracts and contracts with independent contractors or consultants (or
similar arrangements) to which any China Online Company is a party and that cannot be cancelled by
such China Online Company without penalty or further payment and without more than 30 days’ notice;




     (v) all contracts and agreements relating to Indebtedness of any China Online Company;




     (vi) all contracts and agreements with any Governmental Authority to which any China Online
Company is a party;




     (vii) all contracts and agreements that limit or purport to limit the ability of any China
Online Company to compete in any line of business or with any Person or in any geographic area or
during any period of time;




     (viii) all contracts and agreements between or among any China Online Company, on the one
hand, and its shareholders or any Affiliate thereof, on the other hand, other than any Ancillary
Agreements;




     (ix) all China Online IP Agreements other than agreements for Off-the-Shelf
Software;



21









 






     (x) all contracts and agreements providing for benefits under any China Online Plan; and




     (xi) all other contracts and agreements, whether or not made in the ordinary course of
business, which are material to the China Online Companies as a whole or the conduct of the China
Online Business, or the absence of which would have a China Online Material Adverse Effect.



          (b) Each China Online Material Contract: (i) is in full force and effect and
(ii) upon consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements shall continue in full force and effect without penalty or
other adverse consequence. No China Online Company, nor SINA or any of its
Affiliates (to the extent a party), is in breach of, or default under, any China
Online Material Contract (except any China Online IP
Agreement). No China Online Company, nor SINA or any of its Affiliates (to the extent a party) is
in material breach of, or default under, any China Online IP Agreement. To the knowledge of SINA
after due inquiry, no other party to any China Online Material Contract is in breach thereof or
default thereunder and China Online has not received any notice of termination, cancellation,
breach or default under any China Online Material Contract. SINA has made available to CRIC true
and complete copies of all China Online Material Contracts.




          (c) There is no contract, agreement or other arrangement granting any Person
any preferential right to purchase any of the China Online Assets (other than in
the ordinary course of business consistent with past practice) or any of the China
Online Shares.




          SECTION 3.14. Intellectual Property. (a) List of Intellectual
Property. Section 3.14(a) of the SINA Disclosure Schedule sets forth a true and
complete list of all (i) China Online Owned Intellectual Property that is
Registered, indicating for each such item, as applicable, the application or
registration number, date and jurisdiction of filing or issuance, and the identity
of the current applicant or registered owner, (ii) material unregistered trademarks
and service marks included in the China Online Owned Intellectual Property and
(iii) material China Online Products.




          (b) Section 3.14(b) of the SINA Disclosure Schedule sets forth a true and
complete list of all Registered trademarks that are exclusively used in the China
Online Business and Registered in the name of SINA or SINA WFOE (other than those
trademarks that are licensed pursuant to the Trademark License Agreement).




          (c) Ownership; Sufficiency. China Online has sufficient rights to use the
China Online Intellectual Property in connection with the operation of the China
Online Business, all of which rights shall survive unchanged the consummation of
the transactions contemplated by the Transaction Documents. The China Online
Intellectual Property includes all Intellectual Property used or held for use in
connection with the operation of the China Online Business, and there are no other
items of Intellectual Property that are material to or necessary for the operation
of the China Online Business or for the continued operation of the China Online
Business immediately after the Closing in substantially the same manner as operated
prior to the Closing. The China Online Companies are the exclusive owner of all
right, title and interest in and to each item of material China Online Owned
Intellectual Property (other than Transferred





22









 







Trademarks), free and clear of all Encumbrances (other than non-exclusive licenses granted in the
ordinary course of business consistent with past practice), or any obligation to grant any
Encumbrance. China Online has a valid license to use the material China Online Licensed
Intellectual Property in connection with the operation of the China Online Business, subject only
to the terms of the China Online IP Agreements.




          (d) Validity and Enforceability. The material China Online Owned
Intellectual Property is (i) valid, subsisting and enforceable, (ii) currently in compliance with
any and all formal legal requirements necessary to maintain the validity and enforceability
thereof, and (iii) not subject to any outstanding order, judgment, injunction, decree, ruling or
agreement adversely affecting the China Online Companies’ use thereof or rights thereto, or that
would impair the validity or enforceability thereof. The material Registered China Online Owned
Intellectual Property is currently in compliance with any and all formal legal requirements
necessary to record and perfect China Online’s interest therein and the chain of title thereof.




          (e) Infringement. Except as would not have a China Online Material Adverse
Effect, the China Online Companies, the operation of the China Online Business and
the use of the China Online Owned Intellectual Property in connection therewith do
not, and have not in the last two (2) years, infringed, misappropriated or
otherwise violated or conflicted with the Intellectual Property rights of any other
Person. There is no action or claim pending, asserted or, to the knowledge of SINA,
threatened against any China Online Company or SINA concerning any of the
foregoing, nor has any China Online Company or SINA received any notification that
a license under any other Person’s Intellectual Property (other than licenses
included in the China Online IP Agreements) is or may be required to operate the
China Online Business. To the knowledge of SINA, no Person is engaging, or has
engaged in the last two (2) years, in any activity that infringes, misappropriates
or otherwise violates or conflicts with any material China Online Owned
Intellectual Property, and there is no action or claim pending, asserted or
threatened by any China Online Company against any other Person concerning any of
the foregoing.




          (f) Protection Measures. The China Online Companies have taken reasonable
measures consistent with industry standards to maintain the confidentiality and
value of all confidential information used or held for use in the operation of the
China Online Business, including the source code for any China Online Software or
China Online Products and all other confidential China Online Intellectual
Property. To the knowledge of SINA, no material confidential information, trade
secrets or other confidential China Online Intellectual Property have been
disclosed by the China Online Companies to any Person except pursuant to
appropriate non-disclosure and/or license agreements that obligate such Person to
keep such confidential information, trade secrets or other confidential China
Online Intellectual Property confidential and to the knowledge of SINA, no party
thereto is in material default of any such agreement.




          (g) Public Software. Except as would not have a China Online Material Adverse
Effect, no Public Software has been used by the China Online Companies in
connection with any China Online Software or China Online Product in a manner that
requires the licensing, disclosure or distribution of any source code (other than
source code that is a part of such Public





23









 













Software) or limits the receipt of consideration in connection with the licensing or distribution
of such China Online Software or China Online Product to any other Person.




          (h) China Online IP Agreements. China Online has not granted nor is it
obligated to grant any Person any exclusive rights in, to or under any material
China Online Intellectual Property.




          (i) IT Assets. The IT Assets owned by or licensed, pursuant to valid and
enforceable license agreements, to the China Online Companies (including the China
Online Software) are adequate for, and operate and perform in all material respects
in accordance with their documentation and functional specifications and otherwise
as required in connection with, the operation of the China Online Business. To the
knowledge of SINA, the IT Assets owned by or licensed to China Online are free from
material bugs or other defects and do not contain any viruses. The China Online
Companies have implemented reasonable backup, security and disaster recovery
measures and technology consistent with industry practices, and, to the knowledge
of SINA and except as has not had or would not have a material impact on the China
Online Companies or the China Online Business, no Person has gained unauthorized
access to any IT Assets owned or licensed by the China Online Companies.




          CRIC acknowledges that in the event of a conflict between the representations
and warranties contained in this Section 3.14 and any other representation or
warranty contained in this Agreement with respect to Intellectual Property,
including infringement, misappropriation or other violation of Intellectual
Property the representations and warranties contained in this this Section 3.14
shall govern.




          SECTION 3.15. Permits. SINA has made available to CRIC prior to the
date hereof a true and complete copy of each permit, certificate, license, consent,
franchise, waiver or authorization of any Governmental Authority (each, a
“China Online Permit”) obtained or possessed by China Online in respect of
the China Online Business or the China Online Assets, each of which is listed in
Section 3.15 of the SINA Disclosure Schedule. China Online has obtained and possess
all China Online Permits and have made all registrations or filings with or notices
to any Governmental Authority necessary for the lawful conduct of the China Online
Business as presently conducted and operated, or necessary for the lawful ownership
of its properties and assets or the operation of the China Online Business as
presently conducted and operated. Each such China Online Permit is valid and in
full force and effect and the China Online Companies are in material compliance
with all such China Online Permits. Each such China Online Permit is included in
the China Online Assets. The consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements will not result in the revocation,
cancellation or termination of, or any adverse amendment or modification to, any
such China Online Permit. Any applications for the renewal of any such China Online
Permit that are due prior to the Closing Date will be timely made or filed by the
applicable China Online Company prior to the Closing Date. No proceeding to modify,
suspend, revoke, withdraw, terminate or otherwise limit any such China Online
Permit is pending or threatened and, to SINA’s knowledge after due inquiry, there
is no valid basis for any such proceeding, including the transactions contemplated
by this Agreement and the Ancillary Agreements. No administrative or governmental
Action has been taken in connection with the expiration,





24









 







continuance or renewal of any such China Online Permit and, to SINA’s knowledge after due inquiry,
there is no valid basis for any such Action.




          SECTION 3.16. Real Property. (a) China Online does not own any Real
Property. Section 3.16(a) of the SINA Disclosure Schedule lists the street address of each parcel
of China Online Leased Real Property and the identity of the lessor, lessee and current occupant
(if different from lessee) of each such parcel of China Online Leased Real Property. SINA has
delivered to CRIC, true and complete copies of the leases in effect at the date hereof relating to
the China Online Leased Real Property and (ii) there has not been any sublease or assignment
entered into by any China Online Company in
respect of the leases relating to the China Online Leased Real Property.




          (b) There is no material violation of any Law (including any building,
planning or zoning law) relating to any of the China Online Leased Real Property.
The China Online Companies are in peaceful and undisturbed possession of each
parcel of the China Online Leased Real Property, and there are no contractual or
legal restrictions that preclude or restrict the ability to use the China Online
Leased Real Property for the purposes for which it is currently being used. All
existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic
cable, Internet access and other utilities required for the construction, use,
occupancy, operation and maintenance of the China Online Leased Real Property are
adequate for the conduct of the China Online Business as it has been and currently
is conducted. There are no material latent defects or material adverse physical
conditions affecting the China Online Leased Real Property or any of the
facilities, buildings, structures, erections, improvements, fixtures, fixed assets
and personalty of a permanent nature annexed, affixed or attached to, located on or
forming part of the China Online Leased Real Property. No China Online Company has
(i) leased any parcel or any portion of any parcel of China Online Leased Real
Property to any other Person and no other Person has any rights to the use,
occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other
agreement, or (ii) assigned its interest under any lease listed in Section 3.16(a)
of the SINA Disclosure Schedule to any third party.




          SECTION 3.17. Assets. (a) The China Online Companies own, lease or
have the legal right to use all the tangible properties and assets, including the
China Online Leased Real Property, used or intended to be used in the conduct of
the China Online Business or otherwise owned, leased or used by the China Online
Companies, and, with respect to contract rights, are party to and enjoy the right
to the benefits of all contracts, agreements and other arrangements used or
intended to be used by China Online Companies or in or relating to the conduct of
the China Online Business, all of which properties, assets and rights constitute
the China Online Assets. The China Online Companies have good and marketable title
to, or, in the case of leased China Online Assets, valid and subsisting leasehold
interests in, all the China Online Assets, free and clear of all Encumbrances,
except Permitted Encumbrances.




          (b) The China Online Assets constitute all the properties, assets and rights
as are necessary in the conduct of, the China Online Business. At all times since
the Balance Sheet Date, China Online has caused the China Online Assets to be
maintained in accordance with good business practice, and all the physical China
Online Assets are in good
operating condition and repair and are suitable for the purposes for which
they are used and intended to be used.





25









 








          SECTION 3.18. Customers. Listed in Section 3.18 of the SINA Disclosure
Schedule are the names and addresses of the ten most significant customers (by
revenue) of the China Online Business for the six-month period ended June 30, 2009
and the amount for which each such customer was invoiced during such period. China
Online has not received any notice and does not have any reason to believe that any
significant customer of the China Online Business has ceased, or will cease, to use
the products or services of China Online, or has substantially reduced, or will
substantially reduce, the use of such products or services at any time. None of the
customers listed in Section 3.18 of the SINA Disclosure Schedule is an Affiliate of
any China Online Company.




          SECTION 3.19. Employee Benefit Matters. (a) Section 3.19(a) of the
SINA Disclosure Schedule lists (i) all employee benefit plans and all bonus, stock
option, stock purchase, restricted stock, incentive, deferred compensation, retiree
medical or life insurance, supplemental retirement, severance or other benefit
plans, programs or arrangements, and all employment, termination, severance or
other contracts or agreements to which China Online or any of its Affiliates is a
party, with respect to which China Online or any of its Affiliates has any
obligation or which are maintained, contributed to or sponsored by China Online or
any of its Affiliates for the benefit of any current or former employee, officer,
director, consultant or independent contractor who provides, or has provided,
services to the China Online Business, and (ii) any contracts, arrangements or
understandings relating in any way to a sale of the China Online Business between
China Online and any of the China Online Companies and any current or former
employee, officer, director, consultant or independent contractor who provides, or
has provided, services to the China Online Business (collectively, the “China
Online Plans”). SINA has made available to CRIC a true and complete copy of
such China Online Plans. Neither China Online nor any of its Affiliates has any
express or implied commitment (i) to create, incur liability with respect to or
cause to exist any other employee benefit plan, program or arrangement relating to
the China Online Business, (ii) to enter into any contract or agreement to provide
compensation or benefits to any individual providing services to the China Online
Business, (iii) to modify,
change or terminate any China Online Plan or (iv) to increase the level of
compensation payable under any China Online Plan.




          (b) Each China Online Plan is now and always has been operated in all material
respects in accordance with its terms and the requirements of all applicable Laws.
The China Online Companies have performed all obligations required to be performed
by them under, are not in any respect in default under or in violation of, and have
no knowledge of any default or violation by any party to, any China Online Plan. No
civil, criminal or administrative claim, hearing, arbitration, inquiry or
proceeding is pending before any Governmental Authority or, to the knowledge of
SINA after due inquiry, threatened to be brought by or before any Governmental
Authority with respect to any China Online Plan (other than claims for benefits in
the ordinary course consistent with past practice).




          (c) All contributions, premiums or payments required to be made with respect
to any China Online Plan have been made on or before their due dates. All such
contributions have been fully deducted for income tax purposes and no such
deduction has been challenged or disallowed by any Governmental Authority and no
fact or event exists which could reasonably be expected to give rise to any such
challenge or disallowance. China Online and each of its Affiliates have made all
social security contributions (including contributions to all mandatory




26









 







provident fund schemes) in respect of or on behalf of all employees providing services to the China
Online Business in accordance with applicable Law.




          (d) Neither the execution and delivery of this Agreement or any Transaction
Document, nor the consummation of the transactions contemplated hereby or thereby,
either alone or in combination with another event (whether contingent or otherwise)
will (i) entitle any current or former employee, consultant, independent contractor
officer or director providing services to the China Online Business to any
increased or modified benefit or payment, (ii) increase the amount of compensation
due to any such employee, consultant, independent contractor, officer or director,
or (iii) accelerate the vesting, payment or funding of any compensation,
equity-based award or benefit, incentive compensation,
pension benefit, termination or redundancy pay, or other benefit.




          SECTION 3.20. Labor Matters. (a) There are no controversies pending
or, to the knowledge of SINA after due inquiry, threatened between China Online or
any of Affiliates and any of their respective employees who provide services to the
China Online Business. Neither China Online nor any of its Affiliates is a party to
any collective bargaining agreement or other labor union contract applicable to
persons employed or engaged by the China Online Business, nor, to the knowledge of
SINA after due inquiry, are there any activities or proceedings of any labor union
to organize any such employees. With respect to the China Online Business, neither
China Online nor any of its Affiliates has breached or otherwise failed to comply
with any provision of any such agreement or contract, and there are no grievances
outstanding against China Online or any of its Affiliates under any such agreement
or contract. There is no strike, slowdown, work stoppage or lockout, or, to the
knowledge of SINA after due inquiry, threat thereof, by or with respect to any
employees providing services to the China Online Business.




          (b) With respect to the China Online Business, China Online and each of its
Affiliates are in compliance in all material respects with all applicable Laws and
Orders relating to the employment of labor, including those related to wages,
hours, collective bargaining and the payment and withholding of Taxes and other
sums as required by the appropriate Governmental Authority and have withheld and
paid to the appropriate Governmental Authority or are holding for payment not yet
due to such Governmental Authority all amounts required to be withheld from
employees providing services to the China Online Business and are not liable for
any arrears of wages, Taxes, penalties or other sums for failure to comply in all
material respects with any of the foregoing. With respect to the China Online
Business, China Online and each of its Affiliates have paid in full to all
employees providing services to the China Online Business or adequately accrued for
in accordance with GAAP consistently applied all wages, salaries, commissions,
bonuses, benefits and other compensation due to or on behalf of such employees and
there is no claim with respect to payment of wages, salary or overtime pay that has
been asserted or is now pending or threatened before any Governmental Authority
with respect to any persons currently or formerly employed or engaged by the China
Online Business.




          SECTION 3.21. Key Employees. Section 3.21 of the SINA Disclosure
Schedule lists the name, place of employment or engagement, the current annual
salary rates, bonuses, deferred or contingent compensation, pension, retention
compensation and other like benefits
paid or payable (in cash or otherwise) on an annualized basis in 2007, 2008
and 2009, the date of employment or engagement and a description of the position
and job function of each current




27









 











salaried employee, officer, director, consultant or independent contractor of China Online (and
each person not employed by China Online but is currently engaged in respect of the China Online
Business) whose annual compensation exceeded (or, in 2009, is expected to exceed) $70,000.




          SECTION 3.22. Internal Controls. Each of the China Online Companies
(i) makes and keeps accurate books and records that fairly reflect the transactions
and dispositions of assets of such China Online Company, and (ii) maintains
internal accounting controls which provide reasonable assurance that (a)
transactions are recorded as necessary to permit preparation of their respective
financial statements in conformity with GAAP, (b) receipts and expenditures are
made only in accordance with general or specific authorizations of management and
directors of such China Online Company, (c) access to their respective assets is
permitted only in accordance with general or specific authorizations of management
and directors of such China Online Company and (d) the reported accounting for
their respective assets and liabilities is compared with existing assets and
liabilities at reasonable intervals.




          SECTION 3.23. Control Agreements. Section 3.23 of the SINA Disclosure
Schedule sets forth all of the agreements, contracts and instruments enabling China
Online to effect control over and consolidate with its financial statements each
China Online Company (collectively, the “China Online Control Agreements”).
Each of the China Online Companies which is a party to the China Online Control
Agreements has full power, authority and legal right to execute, deliver and
perform their respective obligations under each of the China Online Control
Agreements to which it is a party, and has authorized, executed and delivered each
of the China Online Control Agreements to which it is a party, and such obligations
constitute valid, legal and binding obligations enforceable against it in
accordance with the terms of each of the China Online Control Agreements. The
execution, delivery and performance of each China Online Control Agreement by the
parties thereto did not and is not
reasonably expected to (i) result in any violation of the business license,
articles of association, other constitutional documents (if any) or permits of any
China Online Company; (ii) result in any violation of or penalty under any Laws of
the PRC as in effect as of the date hereof, including any applicable building or
zoning ordinances, covenants, or restrictions; or (iii) conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a default
under, any other contract, agreement, arrangement, license, indenture, mortgage,
deed of trust, loan agreement, note, lease or other agreement or instrument in
effect as of the date hereof to which any of them is a party or by which any of
them is bound or to which any of their property or assets is subject; except, in
the case of clauses (ii) and (iii), as would not reasonably be expected to have a
China Online Material Adverse Effect. Each China Online Control Agreement is in
full force and effect and none of the China Online Companies which is a party to
any China Online Control Agreement is in breach or default in the performance or
observance of any of the terms or provisions thereof. To the knowledge of SINA
after due inquiry, none of the parties to any China Online Control Agreement has
sent or received any communication regarding termination of, or intention not to
renew, any of the China Online Control Agreements, and no such termination or
non-renewal has been threatened by any of the parties thereto. No breach or
default, alleged breach or default, or event which would (with the passage of time,
notice or both) constitute a breach or default under any of the China Online
Control Agreements by any China Online Company, or any other party or obligor with
respect thereto, has occurred or as a result of this Agreement or any Ancillary
Document to which SINA is a party, or the




28









 







performance hereof or thereof, will occur. Consummation of the transactions contemplated by this
Agreement and the Ancillary Documents to which SINA is a party will not (and will not give any
Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of,
any China Online Company under any China Online Control Agreement.




          SECTION 3.24. Certain Interests. (a) No shareholder, officer or
director of any China Online Company and no relative or spouse (or relative of such
spouse) who resides with, or is a dependent of, any such shareholder, officer or
director:





     (i) has any direct or indirect financial interest in any competitor, supplier or
customer of any China Online Company or the China Online Business; provided,
however, that the ownership of securities representing no more than one percent of the
outstanding voting power of any competitor, supplier or customer and that are also listed on any
national securities exchange, shall not be deemed to be a “financial interest” so long as the
Person owning such securities has no other connection or relationship with such competitor,
supplier or customer;




     (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any
tangible or intangible property that any China Online Company uses or has used in the conduct of
the China Online Business or otherwise; or




     (iii) has outstanding any Indebtedness to any China Online Company.



          (b) None of the China Online Companies have any Liability of any nature
whatsoever to any of its officers, directors or shareholders or to any relative or spouse (or
relative of such spouse) who resides with, or is a dependent of, any such officer, director or
shareholder.




          SECTION 3.25. Related Party Transactions. Except as set forth in
Section 3.25 of the SINA Disclosure Schedule, there are no contracts, agreements,
arrangements, understandings, transactions or proposed transactions between any
China Online Company, on the one hand, and any shareholder or Affiliate, on the
other hand (any such transaction, a “China Online Related Party
Transaction”). All China Online Related Party Transactions were on terms and
conditions as favorable to such China Online Company as would have been obtainable
by it at the time in a comparable arm’s length transaction with an unrelated party.




          SECTION 3.26. Taxes. (a) (i) All Tax Returns required to be filed by
or with respect to each of the China Online Companies have been timely filed; (ii)
all Taxes required to be shown on such Tax Returns or otherwise due in respect of
each of the China Online Companies have been timely paid other than those (x)
currently payable in the ordinary course of business without penalty or interest or
(y) being contested in good faith by appropriate proceedings as of the date hereof;
(iii) all such Tax Returns are true, correct and complete in all material respects;
(iv) no adjustment relating to such Tax Returns has been proposed in writing by any
Governmental Authority; (v) there are no pending Actions for the assessment or
collection of Taxes against any of the China Online Companies; (vi) there are no
Tax liens on any assets of any of the China Online Companies; (vii) each of the
China Online Companies has properly and timely withheld, collected and deposited
all Taxes that are required to
be withheld,




29









 












collected and deposited under applicable Law; (viii) none of the China Online Companies is doing
business in or engaged in a trade or business in any jurisdiction in which it has not filed all
required Tax Returns; and (ix) none of  the China Online Companies has any liability for the Taxes
of any Person (other than another China Online Company).




          (b) Each of the China Online Companies has, in accordance with applicable Law,
duly registered with the relevant Governmental Authority, obtained and maintained
the validity of all national and local tax registration certificates and complied
with all requirements imposed by such Governmental Authorities. No submissions made
to any Governmental Authority in connection with obtaining Tax exemptions, Tax
holidays, Tax deferrals, Tax incentives or other preferential Tax treatments or Tax
rebates contained any misstatement or omission that would have affected the
granting of such Tax exemptions, preferential treatments or rebates. No suspension,
revocation or cancellation of any such Tax exemptions, preferential treatments or
rebates is pending or, to the knowledge of SINA after due inquiry, threatened.




          SECTION 3.27. Certain Business Practices. Neither any China Online
Company nor any of its directors, officers, agents, representatives or employees
(in their capacity as directors, officers, agents, representatives or employees)
has: (a) used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity in respect of the China Online
Business; (b) directly or indirectly, paid or delivered any fee, commission or
other sum of money or item of property, however characterized, to any finder,
agent, or other party acting on behalf of or under the auspices of a governmental
official or Governmental Authority, in any country, which is in any manner illegal
under any Law of any country having jurisdiction; or (c) made any payment to any
customer or supplier of any China Online Company or any officer, director, partner,
employee or agent of any such customer or supplier for an unlawful reciprocal
practice, or made any other unlawful payment or given any other unlawful
consideration to any such customer or supplier or any such officer, director,
partner, employee or agent, in respect of the China Online Business.




          SECTION 3.28. Brokers. Except for UBS, no broker, finder or investment
banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement or the Ancillary
Agreements based upon arrangements made by or on behalf of SINA. SINA is solely
responsible for the fees and expenses of UBS.




          SECTION 3.29. Full and Accurate Disclosure. (i) As of the date hereof,
the China Online F-1 Disclosure contained in the Draft Form F-1 does not contain an
untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; and (ii) as of the Closing Date, the China Online F-1
Disclosure to be contained in the Final Form F-1 will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading, other than for any untrue statement in or material omission from
Non-Consented Disclosure.




ARTICLE IV




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REPRESENTATIONS AND WARRANTIES

OF CRIC




          Except as set forth in the CRIC Disclosure Schedule, CRIC hereby represents
and warrants to SINA, as of the date hereof or, if a representation or warranty is
made as of a specified date, as of such date, as set forth below. Each exception
set forth in the CRIC


Disclosure Schedule is identified by reference to the specific section or subsection of this
Agreement and only relates to and qualifies such section or subsection, unless it is reasonably
apparent that such exception also relates to another section or subsection, in which case it will
also be deemed to relate to and qualify such other section or subsection.




          SECTION 4.01. Organization and Authority of CRIC. CRIC is a
corporation duly organized and validly existing under the laws of the jurisdiction
of its incorporation and has all necessary corporate power and authority to enter
into this Agreement, to carry out its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. CRIC is duly licensed or qualified to do business
in each jurisdiction in which the properties owned or leased by it or the operation
of its business makes such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified would not (a) adversely
affect the ability of CRIC to carry out its obligations under, and to consummate
the transactions contemplated by, this Agreement or (b) adversely affect the
ability of the CRIC Companies to conduct the CRIC Business. The execution and
delivery by CRIC of this Agreement to which it is a party, the performance by CRIC
of its obligations hereunder and thereunder and the consummation by CRIC of the
transactions contemplated hereby and thereby have been duly authorized by all
requisite corporate action on the part of CRIC. This Agreement has been duly
executed and delivered by CRIC, and (assuming due authorization, execution and
delivery by SINA) this Agreement constitutes legal, valid and binding obligations
of CRIC, enforceable against CRIC in accordance with their respective terms.




          SECTION 4.02. Subsidiaries. (a) Section 4.02(a) of the CRIC Disclosure
Schedule sets forth a true and complete list of all the CRIC Companies (other than
CRIC), listing for each CRIC Company its name, type of entity, the jurisdiction and
date of its incorporation or organization, its authorized capital stock,
partnership capital or equivalent, the number and type of its issued and
outstanding shares of capital stock, partnership interests or similar ownership
interests and the current ownership of such shares, partnership interests or
similar ownership interests.




          (b) Other than those CRIC Companies set forth in Section 4.02(a) of the CRIC
Disclosure Schedule, there are no corporations, partnerships, joint ventures,
associations or other entities in which any CRIC Company owns, of record or
beneficially, any direct or indirect equity or other interest or any right
(contingent or otherwise) to acquire the same. No CRIC Company is a member of (nor
is any part of the CRIC Business conducted through) any partnership nor is any CRIC
Company a participant in any joint venture or similar arrangement.




          (c) Each CRIC Company (other than CRIC) that is a corporation: (i) is a
corporation duly organized and validly existing under the laws of its jurisdiction
of incorporation, (ii) has all necessary power and authority to own, operate or
lease the properties and assets owned, operated or leased by such CRIC Company and
to carry on its business as it






31









 







has been and is currently conducted by such CRIC Company and (iii) is duly licensed or qualified to
do business in each jurisdiction in which the properties owned or leased by it or the operation of
its business makes such licensing or qualification necessary or desirable, except to the extent
that the failure to be so licensed or qualified would not (x) adversely affect the ability of CRIC
or the CRIC Companies to carry out their respective obligations under, and to consummate the
transactions contemplated by, this Agreement or (y) adversely affect the ability of such CRIC
Company to conduct its business or the CRIC Business. Each CRIC Company that is not a corporation:
(i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii)
has all necessary power and authority to own, operate or lease the properties and assets owned,
operated or leased by such CRIC Company and to carry on its business as it has been and is
currently conducted by such CRIC Company and (iii) is duly licensed or qualified to do business in
each jurisdiction in which the properties owned or leased by it or the operation of its business
makes such licensing or qualification necessary or desirable, except to the extent that the failure
to be so licensed or qualified would not (x) adversely affect the ability of the CRIC Companies to
carry out their respective obligations under, and to consummate the transactions contemplated by,
this Agreement or (y) adversely affect the ability of such CRIC Company to conduct its business or
the CRIC Business.




          (d) All corporate actions taken by each CRIC Company (other than CRIC) have
been duly authorized and no CRIC Company (other than CRIC) has taken any action
that in any respect conflicts with, constitutes a default under or results in a
violation of any provision of its Memorandum or Articles of Association (or similar
organizational documents). True and complete copies of the Memorandum or Articles
of Association (or similar organizational documents), in each case as in effect on
the date hereof, of each CRIC Company (other than CRIC) have been delivered by CRIC
to SINA.




          SECTION 4.03. Capitalization. (a) As of the date hereof, the
authorized capital stock of CRIC consists of 500,000,000 CRIC Shares. As of the
date hereof, (i) 100,000,000 CRIC Shares are issued and outstanding, all of which
are validly issued, fully paid and non-assessable and (ii) no CRIC Shares are
reserved for issuance pursuant to options, restricted shares and restricted share
units granted pursuant to the CRIC Share Incentive Plan. None of the issued and
outstanding CRIC Shares was issued in violation of any preemptive rights. Except
for options, restricted shares and restricted share units issued under the CRIC
Share
Incentive Plan, true and correct details of which are set forth in Section
4.03 of the CRIC Disclosure Schedule, there are no options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any
character relating to the CRIC Shares or obligating CRIC to issue or sell any CRIC
Shares, or any other interest in, CRIC. There are no outstanding contractual
obligations of CRIC to repurchase, redeem or otherwise acquire any CRIC Shares or
to provide funds to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any other Person. Immediately upon consummation of
the transactions contemplated by this Agreement, the Subscription Shares will be
fully paid, non-assessable and free and clear of all Encumbrances. Other than as
set forth in the Shareholders Agreement to be executed at Closing, there are no
voting trusts, shareholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the CRIC
Shares.




          (b) All the outstanding shares of capital stock of each CRIC Company (other
than CRIC) that is a corporation are validly issued, fully paid, non-assessable
and, except with







32









 







respect to wholly owned CRIC Companies, free of preemptive rights and are owned by CRIC, whether
directly or indirectly, free and clear of all Encumbrances. Except as set forth in Section 4.03(b)
of the CRIC Disclosure Schedule, there are no options, warrants, convertible securities or other
rights, agreements, arrangements or commitments of any character relating to the capital stock of
any CRIC Company or obligating CRIC or any CRIC Company to issue or sell any shares of capital
stock of, or any other interest in, any CRIC Company. Other than as set forth in the Shareholders
Agreement to be executed at Closing, there are no voting trusts, shareholder agreements, proxies or
other agreements or understandings in effect with respect to the voting or transfer of any shares
of capital stock of or any other interests in any CRIC Company.




          (c) The share register of each CRIC Company accurately records: (i) the name
and address of each Person owning shares of capital stock of such CRIC Company and
(ii) the certificate number of each certificate evidencing shares of capital stock
issued by such CRIC Company, the number of shares evidenced by each such
certificate, the date of issuance thereof and, in the case of cancellation, the
date of
cancellation.




          (d) Immediately after the Closing, the entire issued and outstanding capital
stock of China Online shall be owned, directly or indirectly, by CRIC.




          (e) Immediately after the Closing but prior to the issuance of any CRIC Shares
in the IPO, (i) E-House and Modern Information Ltd. shall each be the beneficial
and record owner of the number of issued and outstanding CRIC Shares set forth next
to such shareholder’s name on Schedule 4.03(e) and (ii) at Closing, CRIC shall
issue the Subscription Shares to SINA.




          SECTION 4.04. No Conflict. The execution, delivery and performance by
CRIC of this Agreement does not and will not (a) violate, conflict with or result
in the breach of any provision of the Memorandum or Articles of Association (or
similar organizational documents) of any CRIC Company, (b) conflict with or violate
any Law or Governmental Order applicable to any CRIC Company or its assets,
properties or businesses or (c) conflict with, result in any breach of, constitute
a default (or event which with the giving of notice or lapse of time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, acceleration, suspension, revocation or
cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to which
any CRIC Company is a party, except, in the case of clauses (b) and (c), as would
not (i) materially and adversely affect the ability of CRIC to carry out its
obligations under, and to consummate the transactions contemplated by this
Agreement or (ii) adversely affect the ability of the CRIC Companies to conduct the
CRIC Business.




          SECTION 4.05. Governmental Consents and Approvals. The execution,
delivery and performance by CRIC of this Agreement does not and will not require
any consent, approval, authorization or other order of, action by, filing with, or
notification to, any Governmental Authority, except (a) where failure to obtain
such consent, approval, authorization or action, or to make such filing or
notification, would not prevent or materially delay the consummation by CRIC of the
transactions contemplated by this Agreement and the Ancillary Agreements or (b) as
may be necessary as a result of any facts or circumstances relating solely to SINA
or any of its Affiliates (including the China Online Companies).




33









 








          SECTION 4.06. Intellectual Property.




          (a) List of Intellectual Property. Section 4.06(a) of the CRIC Disclosure
Schedule sets forth a true and complete list of all (i) CRIC Owned Intellectual
Property that is Registered, indicating for each such item, as applicable, the
application or registration number, date and jurisdiction of filing or issuance,
and the identity of the current applicant or registered owner, (ii) material
unregistered trademarks and service marks included in the CRIC Owned Intellectual
Property and (iii) material CRIC Products.




          (b) Ownership; Sufficiency. CRIC has sufficient rights to use the CRIC
Intellectual Property in connection with the operation of the CRIC Business, all of
which rights shall survive unchanged the consummation of the transactions
contemplated by the Transaction Documents. The CRIC Intellectual Property includes
all Intellectual Property used or held for use in connection with the operation of
the CRIC Business, and there are no other items of Intellectual Property that are
material to or necessary for the operation of the CRIC Business or for the
continued operation of the CRIC Business immediately after the Closing in
substantially the same manner as operated prior to the Closing. CRIC is the
exclusive owner of all right, title and interest in and to each item of material
CRIC Owned Intellectual Property, free and clear of all Encumbrances (other than
non-exclusive licenses granted in the ordinary course of business consistent with
past practice), or any obligation to grant any Encumbrance. CRIC has a valid
license to use the material CRIC Licensed Intellectual Property in connection with
the operation of the CRIC Business, subject only to the terms of the CRIC IP
Agreements.




          (c) Validity and Enforceability. The material CRIC Owned Intellectual Property
is (i) valid, subsisting and enforceable, (ii) currently in compliance with any and
all formal legal requirements necessary to maintain the validity and enforceability
thereof, and (iii) not subject to any outstanding order, judgment, injunction,
decree, ruling or agreement adversely affecting CRIC’s use thereof or rights
thereto, or that would impair the validity or enforceability thereof. The material
Registered CRIC Owned Intellectual Property is currently in compliance with any and
all formal legal requirements necessary to record and perfect CRIC’s interest
therein and the chain of title thereof.




          (d) Infringement. Except as would not have a CRIC Material Adverse Effect,
CRIC does not and has not and the operation of the CRIC Business and the use of the
CRIC Intellectual Property and CRIC Products in connection therewith do not, and
have not in the last two (2) years, infringed, misappropriated or otherwise
violated or conflicted with the Intellectual Property rights of any other Person.
There is no action or claim pending, asserted or, to the knowledge of CRIC,
threatened against CRIC concerning any of the foregoing, nor has CRIC received any
notification that a license under any other Person’s Intellectual Property (other
than licenses included in the CRIC IP Agreements) is or may be required to operate
the CRIC
Business. To the knowledge of CRIC, no Person is engaging, or has engaged in the last two (2)
years, in any activity that infringes, misappropriates or otherwise violates or conflicts with any
material CRIC Intellectual Property, and there is no action or claim pending, asserted or
threatened by CRIC against any other Person concerning any of the foregoing.




          (e) Protection Measures. CRIC has taken reasonable measures consistent with
industry standards to maintain the confidentiality and value of all confidential
information




34









 







used or held for use in the operation of the CRIC Business, including the source code for any CRIC
Software or CRIC Products and all other confidential CRIC Intellectual Property. To the knowledge
of CRIC, no material confidential information, trade secrets or other confidential CRIC
Intellectual Property have been disclosed by CRIC to any Person except pursuant to appropriate
non-disclosure and/or license agreements that obligate such Person to keep such confidential
information, trade secrets or other confidential CRIC Intellectual Property confidential and to the
knowledge of CRIC, no party thereto is in material default of any such agreement.




          (f) Public Software. Except as would not have a CRIC Material Adverse Effect,
no Public Software has been used by the CRIC Companies in connection with any CRIC
Software or CRIC Product in a manner that requires the licensing, disclosure or
distribution of any source code (other than source code that is a part of such
Public Software) or limits the receipt of consideration in connection with the
licensing or
distribution of such CRIC Software or CRIC Product.




          (g) CRIC IP Agreements. CRIC has not granted nor is it obligated to grant any
Person any exclusive rights in, to or under, or any right to sublicense, any
material CRIC Intellectual Property. Each CRIC IP Agreement (other than agreements
for Off-the-Shelf Software) (i) is in full force and effect and (ii) upon
consummation of the transactions contemplated by this Agreement and the Ancillary
Agreements shall continue in full force and effect without penalty or other adverse
consequence. CRIC is not in material breach of, or default under, any CRIC IP
Agreement (other than agreements for Off-the-Shelf Software). To the knowledge of
CRIC, no other party to any CRIC IP Agreement (other than agreements for
Off-the-Shelf Software) is in breach thereof or default thereunder and CRIC has not
received any notice of termination, cancellation, breach or default under any such
CRIC IP Agreement.




          (h) IT Assets. The IT Assets owned by or licensed, pursuant to valid and
enforceable license agreements, to the CRIC Companies (including the CRIC Software)
are adequate for, and operate and perform in all material respects in accordance
with their documentation and functional specifications and otherwise as required in
connection with, the operation of the CRIC Business. To the knowledge of CRIC, the
IT Assets owned by or licensed to CRIC are free from material bugs or other defects
and do not contain any viruses. The CRIC Companies have implemented reasonable
backup, security and disaster recovery measures and technology consistent with
industry practices, and, to the knowledge of CRIC and except as has not had or
would not have a material impact on the CRIC Companies or the CRIC Business, no
Person has gained unauthorized access to any IT Assets owned or licensed by the
CRIC
Companies.




          SINA acknowledges that in the event of a conflict between the representations
and warranties contained in this Section 4.06 and any other representations and
warranties contained in this Agreement with respect to Intellectual Property,
including infringement, misappropriation or other violation of Intellectual
Property the representations and warranties contained in this Section 4.06 shall
govern.




          SECTION 4.07. Customers. Listed in Section 4.07 of the CRIC Disclosure
Schedule are the names and addresses of the ten most significant customers (by
revenue) of the




35









 







CRIC Business for the six-month period ended June 30, 2009 and the amount for which each such
customer was invoiced during such period. CRIC has not received any notice and does not have any
reason to believe that any significant customer of the CRIC Business has ceased, or will cease, to
use the products or services of CRIC, or has substantially reduced, or will substantially reduce,
the use of such products or services at any time. None of the customers listed in Section 4.07 of
the CRIC Disclosure Schedule is an Affiliate of any CRIC Company.




          SECTION 4.08. Related Party Transactions. Except as set forth in
Section 4.08 of the CRIC Disclosure Schedule, there are no contracts, agreements,
arrangements, understandings, transactions or proposed transactions between any
CRIC Company, on the one hand, and any shareholder or Affiliate, on the other hand
(any such transaction, a “CRIC Related Party Transaction”). All CRIC
Related Party Transactions were entered into on terms and conditions as favorable
to such CRIC Company as would have been obtainable by it at the time in a
comparable arm’s length transaction with an unrelated party.




          SECTION 4.09. Taxes. (a) (i) All Tax Returns required to be filed by
or with respect to each of the CRIC Companies have been timely filed; (ii) all
Taxes required to be shown on such Tax Returns or otherwise due in respect of each
of the CRIC Companies been timely paid other than those (x) currently payable in
the ordinary course of business without penalty or interest or (y) being contested
in good faith by appropriate proceedings as of the date hereof; (iii) all such Tax
Returns are true, correct and complete in all material respects; (iv) no adjustment
relating to such Tax Returns has been proposed in writing by any Governmental
Authority; (v) there are no pending Actions for the assessment or collection of
Taxes against any of the CRIC Companies; (vi) there are no Tax liens on any assets
of any of the CRIC
Companies; (vii) each of the CRIC Companies has properly and timely withheld, collected and
deposited all Taxes that are required to be withheld, collected and deposited under applicable Law;
(viii) none of the CRIC Companies is doing business in or engaged in a trade or business in any
jurisdiction in which it has not filed all required Tax Returns; and (ix) none of the CRIC
Companies has any liability for the Taxes of any Person (other than another CRIC Company).




          (b) Each of the CRIC Companies has, in accordance with
applicable Law, duly registered with the relevant Governmental Authority,
obtained and maintained the validity of all national and local tax registration
certificates and complied with all requirements imposed by such Governmental
Authority. No submissions made to any Governmental Authority in connection with
obtaining Tax exemptions, Tax holidays, Tax deferrals, Tax incentives or other
preferential Tax treatments or Tax rebates contained any misstatement or omission
that would have affected the granting of such Tax exemptions, preferential
treatments or rebates. No suspension, revocation or cancellation of any such Tax
exemptions, preferential treatments or rebates is pending or, to the knowledge of
CRIC after due inquiry, threatened.




          SECTION 4.10. Full and Accurate Disclosure. (i) As of the date hereof,
the Draft Form F-1 does not contain an untrue statement by CRIC of a material fact
or omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; and (ii) as of the
Closing Date, the Final Form F-1 will not contain, an untrue statement by CRIC of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
provided, however, that for all purposes under each of (i) and
(ii), the representations





36









 







and warranties set forth in this Section 4.10 shall not address or cover, and CRIC shall not be
liable, in any manner whatsoever, with respect to, any untrue statement of a material fact or
omission to state a material fact therein to the extent such untrue statement is contained in, or
such an omission constitutes an omission from, any China Online F-1 Disclosure.




          SECTION 4.11. Certain Business Practices. Neither any CRIC Company nor
any of its directors, officers, agents, representatives or employees (in their
capacity as directors, officers, agents, representatives or employees) has: (a)
used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses relating to political activity in respect of the CRIC Business; (b)
directly or indirectly, paid or delivered any fee, commission or other sum of money
or item of property, however characterized, to any finder, agent, or other party
acting on behalf of or under the auspices of a governmental official or
Governmental Authority, in any country, which is in any manner illegal under any
Law of any
country having jurisdiction; or (c) made any payment to any customer or
supplier of any CRIC Company or any officer, director, partner, employee or agent
of any such customer or supplier for an unlawful reciprocal practice, or made any
other unlawful payment or given any other unlawful consideration to any such
customer or supplier or any such officer, director, partner, employee or agent, in
respect of the CRIC Business.




          SECTION 4.12. Brokers. Except for Credit Suisse, no broker, finder or
investment banker is entitled to any brokerage, finder’s or other fee or commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of CRIC. CRIC shall be solely responsible for
payment of the fees and expenses of Credit Suisse.




ARTICLE V




ADDITIONAL AGREEMENTS



          SECTION 5.01. Conduct of Business Prior to the Closing. (a) SINA
covenants and agrees that, except as described in Section 5.01(a) of the SINA
Disclosure Schedule, between the date hereof and the time of the Closing, no China
Online Company shall conduct its business other in the ordinary course consistent
with its prior practice. Without limiting the generality of the foregoing, except
as described in Section 5.01(a) of the SINA Disclosure Schedule, China Online shall
(i) continue its advertising and promotional activities, and pricing and purchasing
policies, in accordance with past practice; (ii) not shorten or lengthen the
customary payment cycles for any of their payables or receivables; (iii) use their
commercially reasonable to (A) preserve intact its business organizations and the
business organization of the China Online Business, (B) continue in full force and
effect without material modification all existing policies or binders of insurance
currently maintained in respect of the China Online Companies and the CRIC
Business, and (C) preserve its current relationships with its customers, suppliers
and other persons with which it has had significant business relationships; and
(iv) not engage in any practice, take any action, fail to take any action or enter
into any transaction which could cause any representation or warranty of SINA to be
untrue or result in a breach of any covenant made by SINA in this Agreement. Except
as described in Section 5.01(a) of the SINA Disclosure Schedule or as required or
contemplated hereunder, SINA covenants and agrees that,









37









 







between the date hereof and the time of the Closing, without the prior written consent of CRIC, no
China Online Company will:





     (i) permit or allow any of the China Online Assets to be subjected to any Encumbrance, other
than as disclosed in the China Online Financial Statements, China Online Interim Financial
Statements or Permitted Encumbrances and Encumbrances that will be released at or prior to the
Closing;




     (ii) except in the ordinary course of business consistent with past practice, pay or otherwise
discharge any Liability related to any China Online Company;




     (iii) write down or write up (or fail to write down or write up in accordance with GAAP
consistent with past practice) the value of any China Online Receivables or revalued any of the
China Online Assets other than in the ordinary course of business consistent with past practice and
in accordance with GAAP;




     (iv) make any change in any method of accounting or accounting practice or policy used by it,
other than such changes required by GAAP and set forth in Section 5.01(a) of the SINA Disclosure
Schedule;




     (v) amend, terminate, cancel or compromise any of its material claims or waive any other
rights of substantial value to it;




     (vi) issue, grant, sell, purchase or repurchase any capital stock, notes, bonds or other
securities, or any option, warrant or other right to acquire the same, of any China Online Company;




     (vii) redeem any of the capital stock or declare, make or pay any dividends or distributions
(whether in cash, securities or other property) to the holders of capital stock of any China Online
Company or otherwise, other than dividends, distributions and redemptions declared, made or paid by
any China Online Company solely to any other China Online Company;




     (viii) merge with, enter into a consolidation with or acquire an interest of 5% or more in any
Person or acquire a substantial portion of the assets or business of any Person or any division or
line of business thereof, or otherwise acquire any material assets other than in the ordinary
course of business consistent with past practice;




     (ix) make any capital expenditure or commitment for any capital expenditure in excess of
$2,000,000 individually or $5,000,000 in the aggregate;




     (x) issue any sales orders or otherwise agree to make any purchases involving exchanges in
value in excess of $2,000,000 individually or $10,000,000 in the aggregate;




     (xi) make any material change in the customary methods of its operations, including practices
and policies relating to purchasing, marketing, selling and pricing;



38









 







     (xii) make, revoke or change any material Tax election or method of Tax
accounting or settle or compromise any material liability with respect to its Taxes;




     (xiii) incur any Indebtedness in excess of $1,000,000 individually or $3,000,000
in the aggregate;




     (xiv) make any loan to, guarantee any Indebtedness of, or otherwise incur any Indebtedness on
behalf of, any Person, other than a China Online Company;




     (xv) (x) other than in the ordinary course of business consistent with past practice, grant
any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives,
pension or other benefits payable to any current or former employee, director, officer, consultant
or independent contractor of the China Online Business, including any increase, or other change
pursuant to any China Online Plan or (y) grant, establish, increase, promise to increase or
accelerate vesting or exercisability of any benefits under any China Online Plan, in either case
except as required by Law or any collective bargaining agreement;




     (xvi) other than in the ordinary course of business consistent with past practice, enter into
any agreement, arrangement or transaction with any current or former director, officer, employee of
the China Online Business or any of its shareholders (or with any relative, beneficiary, spouse or
Affiliate of such Persons);




     (xvii) other than in the ordinary course of business consistent with past practice, terminate,
discontinue, close or dispose of any facility or other business operation, or lay off any employees
or implement any early retirement, separation or redundancy program or announce or plan any such
action or program for the future;




     (xviii) permit to lapse or become abandoned any material Intellectual Property (or any
registration or grant thereof or any application relating thereto) to which, or under which, any
China Online Company has any right, title, interest or license;




     (xix) (x) allow any material China Online Permit that was issued to or relates to any China
Online Company or otherwise relates to the China Online Business to lapse or terminate or (y) fail
to renew any insurance policy or material China Online Permit that is scheduled to terminate or
expire within 45 calendar days of the Closing;




     (xx) amend, modify or consent to the termination of any China Online Material Contract or the
rights of any China Online Company thereunder;




     (xxi) amend or restate the Memorandum or Articles of Association (or other organizational
documents) of any China Online Company;




     (xxii) (w) abandon, sell, assign, or grant any security interest in or to any material China
Online Intellectual Property, including failing (A) to perform or cause to be performed all
applicable filings, recordings and other acts or (B) to pay or cause to be paid all required fees
and Taxes to maintain and protect its interest in such Intellectual Property, (x) granted to any
third party any license with respect to any such Intellectual



39









 







Property, other than non-exclusive licenses to China Online Products in the ordinary course of its
business consistent with past practice, (y) develop, create or invent any China Online Intellectual
Property jointly with any third party (other than such joint development, creation or invention
with a third party that is in progress prior to the Balance Sheet Date), or (z) disclose, or allow
to be disclosed, any material confidential China Online Intellectual Property, unless such
Intellectual Property is subject to a confidentiality or non-disclosure covenant protecting against
further disclosure thereof; or




     (xxiii) agree, whether in writing or otherwise, to take any of the actions specified
in this Section 5.01(a) or grant any options to purchase, rights of first refusal, rights of
first offer or any other similar rights or commitments with respect to any of the actions specified
in this Section 5.01(a), except as expressly contemplated by this Agreement and the Ancillary
Agreements.



          (b) CRIC covenants and agrees that, except as described in Section 5.01(b) of
the CRIC Disclosure Schedule, between the date hereof and the time of the Closing,
no CRIC Company shall conduct its business other in the ordinary course consistent
with its prior practice. Without limiting the generality of the foregoing, except
as described in Section 5.01(b) of the CRIC Disclosure Schedule, CRIC shall (i)
continue its advertising and promotional activities, and pricing and purchasing
policies, in accordance with past practice; (ii) not shorten or lengthen the
customary payment cycles for any of their payables or receivables; (iii) use their
commercially reasonable efforts to (A) preserve intact its business organizations
and the business organization of the CRIC Business, (B) continue in full force and
effect without material modification all existing policies or binders of insurance
currently maintained in respect of the CRIC Companies and the CRIC Business, and
(C) preserve its current relationships with its customers, suppliers and other
persons with which it has had significant business relationships; and (iv) not
engage in any practice, take any action, fail to take any action or enter into any
transaction which could cause any representation or warranty of CRIC to be untrue
or result in a breach of any covenant made by CRIC in this Agreement. Except as
described in Section 5.01(b) of the CRIC Disclosure Schedule or as required or
contemplated hereunder, including as set forth in Sections 5.05 and 5.11 hereof,
CRIC covenants and agrees that, between the date hereof and the time of the
Closing, without the prior written consent of SINA, no CRIC
Company will:





     (i) permit or allow any of the CRIC Assets to be subjected to any Encumbrance, other than as
disclosed in the CRIC Financial Statements, Permitted Encumbrances and Encumbrances that will be
released at or prior to the Closing;




     (ii) except in the ordinary course of business consistent with past practice, pay or otherwise
discharge any Liability related to any CRIC Company;




     (iii) write down or write up (or fail to write down or write up in accordance with GAAP
consistent with past practice) the value of any receivables or revalue any of the CRIC Assets other
than in the ordinary course of business consistent with past practice and in accordance with GAAP;



40









 






     (iv) make any change in any method of accounting or accounting practice or policy used by it,
other than such changes required by GAAP and set forth in Section 5.01(b) of the CRIC Disclosure
Schedule;




     (v) amend, terminate, cancel or compromise any of its material claims or waive any other
rights of substantial value to it;




     (vi) issue, grant, sell, purchase or repurchase any capital stock, notes, bonds or other
securities, or any option, warrant or other right to acquire the same, of any CRIC Company;




     (vii) redeem any of the capital stock or declare, make or pay any dividends or distributions
(whether in cash, securities or other property) to the holders of capital stock of any CRIC Company
or otherwise, other than dividends, distributions and redemptions declared, made or paid by any
CRIC Company solely to any other CRIC Company;




     (viii) merge with, enter into a consolidation with or acquire an interest of 5% or more in any
Person or acquire a substantial portion of the assets or business of any Person or any division or
line of business thereof, or otherwise acquire any material assets other than in the ordinary
course of business consistent with past practice;




     (ix) make any capital expenditure or commitment for any capital expenditure in excess of
$2,000,000 individually or $5,000,000 in the aggregate;




     (x) issue any sales orders or otherwise agreed to make any purchases involving exchanges in
value in excess of $2,000,000 individually or $10,000,000 in the aggregate;




     (xi) make any material change in the customary methods of its operations,
including practices and policies relating to purchasing, marketing, selling and pricing;




     (xii) make, revoke or change any material Tax election or method of Tax
accounting or settle or compromise any material liability with respect to its Taxes;




     (xiii) incur any Indebtedness in excess of $1,000,000 individually or $3,000,000
in the aggregate;




     (xiv) make any loan to, guaranteed any Indebtedness of, or otherwise incurred any Indebtedness
on behalf of, any Person other than a CRIC Company;




     (xv) (i) other than in the ordinary course of business consistent with past practice, grant
any increase, or announce any increase, in the wages, salaries, compensation, bonuses, incentives,
pension or other benefits payable to any current or former employee, director, officer, consultant
or independent contractor of the CRIC Business, including any increase or other change pursuant to
any employee benefit plan, program or arrangement or (ii) grant, establish, increase, promise to
increase or accelerate vesting or exercisability of any benefits under any employee benefit plan,
program or



41









 







arrangement, in either case except as required by Law or any collective bargaining agreement;




     (xvi) other than (x) in the ordinary course of business consistent with past practice or (y)
as is deemed necessary by CRIC in connection with the IPO, enter into any agreement, arrangement or
transaction with any current or former director, officer, employee of the CRIC Business or any of
its shareholders (or with any relative, beneficiary, spouse or Affiliate of such Persons);




     (xvii) other than in the ordinary course of business consistent with past practice, terminate,
discontinue, close or dispose of any facility or other business operation, or lay off any employees
or implement any early retirement, separation or redundancy program or announce or plan any such
action or program for the future;




     (xviii) permit to lapse or become abandoned any material Intellectual Property (or any
registration or grant thereof or any application relating thereto) to which, or under which, any
CRIC Company has any right, title, interest or license;




     (xix) (i) allow any material CRIC Permit that was issued to or relates to any CRIC Company or
otherwise relates to the CRIC Business to lapse or terminate or (ii) fail to renew any insurance
policy or material CRIC Permit that is scheduled to terminate or expire within 45 calendar days of
the Closing;




     (xx) amend, modify or consent to the termination of any material contract or material
agreement or the rights of any CRIC Company thereunder;




     (xxi) amend or restate the Memorandum or Articles of Association (or other organizational
documents) of any CRIC Company;




     (xxii) (x) abandon, sell, assign, or grant any security interest in or to any Intellectual
Property, including failing (A) to perform or cause to be performed all applicable filings,
recordings and other acts or (B) to pay or cause to be paid all required fees and Taxes to maintain
and protect its interest in CRIC Owned Intellectual Property, (y) granted to any third party any
exclusive license with respect to any CRIC Owned Intellectual Property, or (z) disclose, or allow
to be disclosed, any confidential material CRIC Owned Intellectual Property, unless such
Intellectual Property is subject to a confidentiality or non-disclosure covenant protecting against
further disclosure thereof, except, in the case of each of (x), (y) and (z), as has not had a CRIC
Material Adverse Effect;




     (xxiii) agree, whether in writing or otherwise, to take any of the actions specified in this
Section 5.01(b) or grant any options to purchase, rights of first refusal, rights of first offer or
any other similar rights or commitments with respect to any of the actions specified in this
Section 5.01(b), except as expressly contemplated by this Agreement and the Ancillary Agreements.



          SECTION 5.02. Access to Information. (a) From the date hereof until
the Closing, upon reasonable notice, CRIC shall cause its officers, directors,
employees, agents,




          
42









 








representatives, accountants and counsel to: (i) afford the officers, employees, agents,
accountants, counsel, financing sources and representatives of SINA reasonable access, during
normal business hours, to the offices, properties, plants, other facilities, books and records of
CRIC and to those officers, directors, employees, agents, accountants and counsel, except, in the
case of counsel, as would be deemed a waiver of privilege, of CRIC who have any knowledge relating
to CRIC or the CRIC Business and (ii) furnish to the officers, employees, agents, accountants,
counsel, financing sources and representatives of SINA such additional financial and operating data
and other information regarding the assets, properties, liabilities and goodwill of CRIC and the
CRIC Business (or legible copies thereof) as SINA may from time to time reasonably
request.




          (b) From the date hereof until the Closing, upon reasonable notice, SINA shall
cause its officers, directors, employees, agents, representatives, accountants and
counsel to: (i) afford the officers, employees, agents, accountants, counsel,
financing sources and representatives of CRIC reasonable access, during normal
business hours, to the offices, properties, plants, other facilities, books and
records of SINA, China Online and the China Online Companies (and to the extent
related to the China Online Business, also of SINA WOFE or Beijing SINA) and to
those officers, directors, employees, agents, accountants and counsel, except, in
the case of counsel, as would be deemed a waiver of privilege, of SINA, China
Online and the China Online Companies who have any knowledge relating to China
Online, the China Online Companies, the China Online Business and any SINA
information related to the China Online Business and (ii) furnish to the officers,
employees, agents, accountants, counsel, financing sources and representatives of
CRIC such additional financial and operating data and other information regarding
the assets, properties, liabilities and goodwill of China Online, the China Online
Companies, the China Online Business or any SINA information related to the China
Online Business (or legible copies thereof) as CRIC may from time to time
reasonably request.




          (c) In order to facilitate the resolution of any claims made by or against or
incurred by SINA after the Closing or for any other reasonable purpose, for a
period of seven years following the Closing, CRIC shall (i) retain the books and
records of CRIC which relate to the CRIC Business and its operations for periods
prior to the Closing and which shall not otherwise have been delivered to SINA and
(ii) upon reasonable notice, afford the officers, employees, agents and
representatives of SINA reasonable access (including the right to make photocopies,
at the expense of SINA), during normal business hours, to such books and records.




          (d) In order to facilitate the resolution of any claims made by or against or
incurred by CRIC after the Closing or for any other reasonable purpose, for a
period of seven years following the Closing, SINA shall (i) retain the books and
records of SINA which relate to the CRIC Business and its operations for periods
prior to the Closing and which shall not otherwise have been delivered to CRIC and
(ii) upon reasonable notice, afford the officers, employees, agents and
representatives of CRIC reasonable access (including the right to make photocopies,
at the expense of CRIC), during normal business hours, to such books and records.




          SECTION 5.03. Notice of Developments. Prior to the Closing, CRIC and
SINA shall promptly notify the other party in writing of (a) all events,
circumstances, facts and occurrences arising subsequent to the date of this
Agreement which could result in any breach of





43












 




a representation or warranty or covenant of CRIC or SINA, as the case may be, in this
Agreement or which could have the effect of making any representation or warranty of CRIC or SINA,
as the case may be, in this Agreement untrue or incorrect in any respect and (b) all other material
developments affecting the assets, Liabilities, business, financial condition, operations, results
of operations, customer or supplier relations, employee relations, projections or prospects of CRIC
or SINA, as the case may be; provided, in each case, that no such notification shall affect
the representations and warranties, covenants or agreements of either CRIC or SINA or relieve
either CRIC or SINA of any liability for breach of any such representation, warranty, covenant or
agreement or affect the remedies available to the other party hereunder, including under Article
VIII hereof.




          SECTION 5.04. Release. Prior to Closing, each of SINA and China Online
shall execute waivers (the Mutual Waivers”), identical in form and
substance, to the effect that as of the Closing, SINA, with respect to China Online
and China Online, with respect to SINA, in each case, on its own behalf and on
behalf of each of its present and former Affiliates (excluding, in the case of
SINA, the China Online Companies) and all persons claiming by or through them (the
“Releasing Parties”) unconditionally and irrevocably waives, releases,
discharges and agrees to hold harmless, in the case of SINA, China Online and the
other China Online Companies, and in the case of China Online, SINA, and in each
case, each of their respective officers, directors, employees, agents,
representatives (in their capacity as officers, directors, employees, agents or
representatives), and their respective heirs, legal representatives, successors and
assigns and any and all of the foregoing (collectively, the “Released
Parties”) from any and all Actions which any of the Releasing Parties ever had,
now have or hereafter can, shall or may have against the Released Parties; and
further agrees to waive and release (to the maximum extent permitted by law) any
and all claims, rights or defenses that it may have under the Law of any applicable
jurisdiction that may otherwise limit or restrict the effectiveness or scope of the
release granted hereunder; provided, however that the foregoing provisions
of this Section 5.04 shall not apply to or affect any obligations or liabilities
which arise or are incurred pursuant to (i) the Transaction Documents (including
this Agreement and the Ancillary Agreements); or (ii) any agreements or
transactions entered into following the Closing; or (iii) accounts payable for
license fees owing but not yet due in the ordinary course of business under the
licensing agreements set forth in Schedule 5.04, which licensing agreements are to
be amended and restated on the Closing Date pursuant to the Ancillary Agreements.




          SECTION 5.05. Amendment of Memorandum and Articles of Association.
Following the date hereof, CRIC shall take all necessary
action to, with effect as of the Closing, duly execute an amendment to its
Memorandum and Articles of Association (or similar organizational documents) to
provide, among other things, that (i) any contract or agreement (and any
modification or amendment thereto) between or among any CRIC Company, on the one
hand, and any Affiliate thereof, on the other hand, with a value exceeding the
greater of (A) $10,000,000 and (B) more than 5% of the total revenues of CRIC in
the most recent fiscal year for which CRIC’s audited consolidated financial
statements are available, be subject to the approval of a majority of the
disinterested members of the Board of Directors of CRIC (such process, the
“Related Party Transaction Approval Process”) and (ii) any modification or
amendment to the Related Party Transaction Approval Process be a matter requiring
the approval of not less than three-fourths of the members of the Board of
Directors of CRIC.





44











 





          SECTION 5.06. Form F-1. CRIC shall, not less than five (5)
Business Days prior to the date that CRIC files the Final Form F-1 with the SEC
(the “Public Filing Date”), furnish to SINA or its counsel the latest draft
of the Final Form F-1 as of such date and all amendments and supplements thereto
until the Public Filing Date. CRIC shall also furnish to SINA or its counsel drafts
of the pre-effective amendments to the Final Form F-1 to be filed with the SEC
after the Public Filing Date. SINA shall have the right to provide CRIC with any
comments it may have to such drafts, but only to the extent that such comments
relate to disclosures with respect to China Online F-1 Disclosure. SINA shall
ensure that all such comments are provided in a prompt manner, having regard to the
IPO timetable and IPO marketing process. If CRIC determines that it does not wish
to incorporate into the Final Form F-1 (including any such pre-effective amendment)
any comments so provided by SINA with the respect to the China Online F-1
Disclosure to be included therein, CRIC and SINA (or their respective counsel)
shall promptly discuss such comments in good faith and attempt to agree on
amendments to deal with such comments such that SINA consents to such amendments or
agrees to withdraw such comments. For its part, SINA will cooperate with CRIC and
its counsel in such process and shall not unreasonably withhold, delay or condition
its consent (having regard to the IPO timetable and IPO marketing process). Any
information with respect to which SINA reasonably withholds consent for inclusion
into the Final Form F-1 but which CRIC nevertheless includes in the Final Form F-1
shall constitute “Non-Consented Disclosure.”




          SECTION 5.07. Confidentiality.




          (a) Each of SINA and CRIC acknowledge that SINA and CRIC have previously
executed a mutual non-disclosure agreement dated July 23, 2009 (the
“Confidentiality Agreement”), which Confidentiality Agreement shall
notwithstanding its terms continue in full force and effect until the Closing or,
if this Agreement is terminated pursuant to Article VIII, the first (1st)
anniversary of the termination of this Agreement. In addition, the parties hereto
agree that the terms and conditions of the transactions contemplated hereby, and
information exchanged in connection with the execution hereof and the consummation
of the transactions contemplated hereby, shall be subject to the Confidentiality
Agreement.




          (b) Following the Closing, (i) SINA shall, and shall cause its Affiliates and
its and its Affiliates’ respective officers, directors, agents and representatives
to, treat and hold as confidential all CRIC Post-Closing Information and not to use
any CRIC Post-Closing Information other than for the benefit of CRIC and its
Subsidiaries or as otherwise permitted under the Ancillary Agreements; and (ii)
CRIC shall, and shall
cause its Affiliates and its and its Affiliates’ respective officers,
directors, agents and representatives to, treat and hold as confidential all SINA
Post-Closing Information and not to use any SINA Post-Closing Information other
than for the benefit of SINA and its Subsidiaries or as otherwise permitted under
the Ancillary Agreements; provided, however that the foregoing
restrictions shall not apply to any CRIC Post-Closing Information (in the case of
(i)) or SINA Post-Closing Information (in the case of (ii)), which (i) was publicly
known by the recipient of such information or its Affiliates or their respective
officers, directors, agents and representatives (each a “Recipient”) at the
time of communication thereof by the disclosing party; (ii) becomes publicly known
through no fault of the Recipient, subsequent to the time of the communication
thereof by the disclosing party to the Recipient; (iii) is developed by the
Recipient independently of and without reference to any of the disclosed
information or any other information that the






45









 







disclosing party disclosed in confidence to any third party; (iv) is required to be disclosed by an
applicable Law or any Governmental Order binding on the Recipient provided that (A) the Recipient
provides the disclosing party with prompt written notice of such requirement so that the disclosing
party may at its own cost seek a protective order or other remedy; (B) in the event that such
protective order or other remedy is not obtained, the Recipient shall furnish only that portion of
such information which is legally required to be provided and exercise its reasonable best efforts
to obtain assurances that confidential treatment will be accorded such information.




          (c) The parties agree and acknowledge that remedies at law for any breach of
obligations under this Section 5.07 are inadequate and that in addition thereto the
non-breaching party shall be entitled to seek equitable relief, including
injunction and specific performance, in the event of any such breach.




          SECTION 5.08. China Online Companies. From the date hereof, SINA and
CRIC shall use commercially reasonable efforts to discuss and agree upon amendments
to the China Online Control Agreements, with effect as of the Closing, to conform
them with the agreements, contracts and instruments enabling CRIC to effect control
over and consolidate with its financial statements Shanghai Tian Zhuo Advertising
Co., Ltd., in form and substance reasonably satisfactory to SINA. SINA shall take
all actions necessary to ensure that, as of the
Closing Date, the China Online Domestic Entity shall have obtained an updated
business license from the State Administration for Industry and Commerce evidencing
ownership of 100% equity interest in the China Online Domestic Entity by a nominee
or nominees acceptable to CRIC in its sole discretion.




          SECTION 5.09. Transfer of China Online Trademarks. On or prior to
Closing, SINA shall file with the relevant Governmental Authorities documents
necessary to assign any and all of SINA’s right, title and interest in and to the
Transferred Trademarks to CRIC or a China Online Company, as reasonably requested
by CRIC.




          SECTION 5.10. Data from Third Party Providers. CRIC shall use
commercially reasonable and practical efforts to mitigate the risk that the use by
any CRIC Company of data received from third party providers will infringe,
misappropriate or otherwise violate the Intellectual Property rights of any other
Person in each case, in any material manner.




          SECTION 5.11. China Online Shareholders’ Agreement. Each of the
parties hereto agrees and shall use all reasonable efforts to take, or cause to be
taken, all appropriate action to terminate, effective as of the Closing, the
shareholders’ agreement, dated as of February 24, 2008, by and among SINA, E-House,
E-House Info and China Online.




          SECTION 5.12. Employee Benefits.




          (a) Prior to the Closing Date, CRIC shall effect a reverse stock split of all
issued and outstanding CRIC Shares, pursuant to which each then issued and
outstanding CRIC Share shall automatically convert into one-half of a CRIC Share.




          (b) As of the Closing Date, and following the reverse stock split referred to
in Section 5.12(a), each outstanding option to purchase one (1) China Online Share
under the China Online Stock Option Plan, whether or not vested (each a “China
Online Option”), shall be





46









 













automatically converted into an option to purchase one (1) CRIC Share (an “Adjusted
Option”) on the same terms and conditions as were set forth in the China Online Stock
Option Plan and the applicable grant or option agreement (including terms and conditions as to
vesting, exercisability and exercise price), except to the extent that such terms and conditions
may be altered in accordance with their terms as a result of the transactions contemplated in this
Agreement.




          (c) Each employee, director or consultant of SINA or any of its Subsidiaries
(each, a SINA Employee”) who holds a China Online Option immediately prior
to the Closing shall, to the extent not vested, continue to receive credit for
vesting purposes with respect to any Adjusted Option for services performed by such
SINA Employee on or after the Closing Date and shall not incur a termination of
Service (as such term is defined under the China Online Stock Option Plan) for
purposes of the China Online Stock Option Plan and any applicable grant or option
agreement; provided that such SINA Employee continues to provide Services
to SINA or any of its Subsidiaries.




          (d) SINA and CRIC mutually agree to use their reasonable best efforts to take
all actions that are necessary and appropriate to effectuate the actions
contemplated by this Section 5.12.




          SECTION 5.13. Ancillary Agreements. Each of CRIC and SINA shall, and
shall cause its respective Subsidiaries to, negotiate in good faith and use its
respective best efforts to agree, prior to the Public Filing Date, on the form and
substance of the Ancillary Agreements.




          SECTION 5.14. Further Action. Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable Law,
and to execute and deliver such documents and other papers, as may be required to
carry out the provisions of this Agreement and the Ancillary Agreements to which it
is a party and consummate and make effective the transactions contemplated hereby
and thereby.




ARTICLE VI




CONDITIONS TO CLOSING



          SECTION 6.01. Conditions to Obligations of SINA. The obligations of
SINA to consummate the transactions contemplated by this Agreement shall be subject
to the fulfillment or written waiver, at or prior to the Closing, of each of the
following conditions:





     (a) Ancillary Agreements. Each of the Ancillary Agreements shall have been agreed
between the parties hereto and thereto and executed in form and substance reasonably satisfactory
to SINA.




     (b) Conditions to IPO Satisfied. All conditions precedent (other than those to be
satisfied contemporaneously with Closing) under the underwriting agreement for the IPO shall have
been satisfied or waived in accordance with such underwriting agreement;



47









 







     (c) Market Capitalization. The Market Capitalization shall not be less than an amount
to be agreed between SINA and CRIC prior to the Public Filing Date; and




     (d) Shareholding in CRIC. The Subscription Shares shall represent not less than 39% of
the issued and outstanding share capital of CRIC (excluding (i) any CRIC Shares to be issued in the
IPO and (ii) any CRIC Shares to be issued upon exercise, conversion or exchange of options or other
securities).



          SECTION 6.02. Conditions to Obligations of CRIC. The obligations of
CRIC to consummate the transactions contemplated by this Agreement shall be subject
to the fulfillment or written waiver, at or prior to the Closing, of each of the
following conditions:





     (a) Ancillary Agreements. Each of the Ancillary Agreements shall have been agreed
between the parties hereto and thereto and executed in form and substance reasonably satisfactory
to SINA.




     (b) Conditions to IPO Satisfied. All conditions precedent (other than those to be
satisfied contemporaneously with Closing) under the underwriting agreement for the IPO shall have
been satisfied or waived in accordance with such underwriting agreement; and




     (c) Market Capitalization. The Market Capitalization shall not be less than an amount
to be agreed between SINA and CRIC prior to the Public Filing Date.



ARTICLE VII




INDEMNIFICATION



          SECTION 7.01. Survival of Representations and Warranties. (a) The
representations and warranties of SINA contained in this Agreement and the
Ancillary
Agreements shall survive the Closing until 18 months after the Closing; provided,
however, that (i) the representations and warranties made pursuant to Sections 3.01, 3.02,
3.03, 3.04, 3.06 and 3.07 shall survive indefinitely and (ii) the representations and warranties
dealing with Tax matters shall survive until 120 days after the expiration of the relevant statute
of limitations for the Tax liabilities in question. Neither the period of survival nor the
liability of SINA with respect to SINA’s representations and warranties shall be reduced by any
investigation made at any time by or on behalf of CRIC. If written notice of a claim setting forth
reasonable details as to the basis of the claim has been given prior to the expiration of the
applicable representations and warranties by CRIC to SINA, then the relevant representations and
warranties shall survive as to such claim, until such claim has been finally resolved.




          (b) The representations and warranties of CRIC contained in this Agreement and
the Ancillary Agreements shall survive the Closing until 18 months after the
Closing; provided, however, that (i) the representations and
warranties made pursuant to Sections 4.01, 4.02, 4.03, 4.04 and 4.05 shall survive
indefinitely and (ii) the representations and warranties dealing with Tax matters
shall survive until 120 days after the expiration of the relevant statute of
limitations for the Tax liabilities in question. Neither the period of survival nor
the liability of CRIC with respect to CRIC’s representations and warranties shall
be reduced by any





48









 







investigation made at any time by or on behalf of SINA. If written notice of a claim setting forth
reasonable details as to the basis of the claim has been given prior to the expiration of the
applicable representations and warranties by SINA to CRIC, then the relevant representations and
warranties shall survive as to such claim, until such claim has been finally resolved.




          SECTION 7.02. Indemnification by SINA. Following the Closing, CRIC and
its Affiliates, officers, directors, employees, agents, successors and assigns
(each a “CRIC
Indemnified Party”) shall be indemnified and held harmless by SINA for and against any
and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and
penalties (including attorneys’ and consultants’ fees and expenses) actually suffered or incurred
by them (including any Action brought or otherwise initiated by any of them) (hereinafter a
“Loss”), arising out of or resulting from:





     (a) the breach of any representation or warranty made by SINA contained in this Agreement and
the Ancillary Agreements (it being understood that such representations and warranties, other than
the representations and warranties made by SINA contained in Section 3.29 of this Agreement, which
shall be interpreted giving effect to all materiality limitations or qualifiers therein, shall be
interpreted without giving effect to any limitations or qualifications as to “materiality”
(including the word “material”) or “China Online Material Adverse Effect” set forth therein);




     (b) the breach of any covenant or agreement by SINA contained in this Agreement and the
Ancillary Agreements; or




     (c) the failure of any representation or warranty contained in the Agreement or any Ancillary
Agreement to be true and correct on the Closing Date as if given as of the Closing Date (except to
the extent such representations and warranties are as of another date, in which case, the failure
of any such representation and warranty to be true and correct as of that date);


provided, that for the purposes of indemnification pursuant to this Article VII with
respect to a Loss suffered or incurred at a China Online Company, CRIC shall only be deemed to have
suffered a Loss for which SINA is liable for indemnification under this Article VII with respect to
66% of the Loss suffered or incurred at such China Online Company (being such portion of the Loss
attributable to the SINA JV Shares being purchased hereunder).



To the extent that SINA’s undertakings set forth in this Section 7.02 may be unenforceable, SINA
shall contribute the maximum amount that it is permitted to contribute under applicable Law to the
payment and satisfaction of all Losses incurred by the CRIC Indemnified Parties, subject to the
limitations set forth in Section 7.04.




          SECTION 7.03. Indemnification by CRIC. Following the Closing, SINA and
its Affiliates, officers, directors, employees, agents, successors and assigns
(each a “SINA
Indemnified Party”) shall be indemnified and held harmless by CRIC for and against any and
all Losses, arising out of or resulting from:





     (a) the breach of any representation or warranty made by CRIC contained in
this Agreement and the Ancillary Agreements (it being understood that such



49









 







representations and warranties, other than the representations and warranties made by CRIC
contained in Section 4.10 of this Agreement, which shall be interpreted giving effect to all
materiality limitations or qualifiers therein, shall be interpreted without giving effect to any
limitations or qualifications as to “materiality” (including the word “material”) or “CRIC Material
Adverse Effect” set forth therein);




     (b) the breach of any covenant or agreement by CRIC contained in this Agreement; or




     (c) the failure of any representation or warranty contained in the Agreement to be true and
correct on the Closing Date as if given as of the Closing Date (except to the extent such
representations and warranties are as of another date, in which case, the failure of any such
representation and warranty to be true and correct as of that date).


To the extent that CRIC’s undertakings set forth in this Section 7.03 may be unenforceable, CRIC
shall contribute the maximum amount that it is permitted to contribute under applicable Law to the
payment and satisfaction of all Losses incurred by the SINA Indemnified Parties, subject to the
limitations set forth in Section 7.04.




          SECTION 7.04. Limits on Indemnification. Notwithstanding anything to
the contrary contained in this Agreement: (a) an Indemnifying Party shall not be
liable for any claim for indemnification pursuant to Section 7.02(a) or (c) or
7.03(a) or (c), unless and until the aggregate amount of indemnifiable Losses which
may be recovered from the Indemnifying Party equals or exceeds $2,000,000,
whereupon the Indemnifying Party shall be entitled to indemnification for the full
amount of such Losses, (b) no Losses may be claimed under Section 7.02(a) or
7.03(a) by an Indemnified Party or shall be reimbursable by an Indemnifying Party
or shall be included in calculating the aggregate Losses set forth in clause (a)
above other than Losses in excess of $50,000 resulting from any single or
aggregated claims arising out of the same facts, events or circumstances, and (c)
the maximum amount of indemnifiable Losses which may be recovered from an
Indemnified Party
arising out of or resulting from the causes set forth in Section 7.02(a) or
7.03(a), as the case may be, shall be an amount equal to $100,000,000.




          SECTION 7.05. Notice of Loss; Third Party Claims. (a) An Indemnified
Party shall give the Indemnifying Party notice of any matter that an Indemnified
Party has determined has given or could give rise to a right of indemnification
under this Agreement, within 60 days of such determination, stating the amount of
the Loss, if known, and method of computation thereof, and containing a reference
to the provisions of this Agreement in respect of which such right of
indemnification is claimed or arises.




          (b) If an Indemnified Party shall receive notice of any Action, audit, demand
or assessment (each, a “Third Party Claim”) against it or which may give
rise to a claim for Loss under this Article VII, within thirty (30) days of the
receipt of such notice, the Indemnified Party shall give the Indemnifying Party
notice of such Third Party Claim; provided, however, that the
failure to provide such notice shall not release the Indemnifying Party from any of
its obligations under this Article VII except to the extent that the Indemnifying
Party is materially prejudiced by such failure and shall not relieve the
Indemnifying Party from any other obligation or Liability that it may have to any
Indemnified Party otherwise than under this Article VII. If the





50









 







Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party
hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying
Party shall be entitled to assume and control the defense of such Third Party Claim at its expense
and through counsel of its choice if it gives notice of its intention to do so to the Indemnified
Party within fourteen (14) days of the receipt of notice from the Indemnified Party of such Third
Party Claim; provided, however, that if there exists or is reasonably likely to
exist a conflict of interest that would make it inappropriate in the reasonable judgment of the
Indemnified Party in its sole and absolute discretion for the same counsel to represent both the
Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to
retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is
required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party
exercises the right to undertake any such defense against any such Third Party Claim as provided
above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make
available to the Indemnifying Party, at the Indemnifying Party’s expense, all
witnesses, pertinent records, materials and information in the Indemnified Party’s possession or
under the Indemnified Party’s control relating thereto as is reasonably required by the
Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly,
conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate
with the Indemnified Party in such defense and make available to the Indemnified Party, at the
Indemnifying Party’s expense, all such witnesses, records, materials and information in the
Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is
reasonably required by the Indemnified Party. No Third Party Claim may be settled (i) by the
Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be
unreasonably withheld or delayed) or (ii) by the Indemnifying Party without the prior written
consent of the Indemnified Party, except, in the case of (ii) only, where settlement of such Third
Party Claim (x) includes an unconditional release of the Indemnified Party from all liability
arising out of such Action, audit, demand or assessment and (y) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party.




          SECTION 7.06. Exclusive Remedy. Following the Closing, indemnification
as set forth in this Article VII shall be the exclusive remedy available, (i) to
SINA, with respect to any breaches of any representations and warranties, covenants
or agreement by CRIC in this Agreement, and (ii) to CRIC, with respect to any
breaches of any representations and warranties, covenants or agreement by SINA in
this Agreement, except in each case pursuant to Section 9.12.




ARTICLE VIII




TERMINATION, AMENDMENT AND WAIVER



          SECTION 8.01. Termination. This Agreement may be terminated at any
time prior to the Closing:





     (a) by either SINA or CRIC if the Closing shall not have occurred by April 30, 2010 or such
other date as SINA and CRIC may mutually agree upon in writing; provided, however,
that the right to terminate this Agreement under this Section 8.01(a) shall not be available to any
party whose failure to fulfill any obligation under this



51









 







Agreement shall have been the cause of, or shall have resulted in, the failure of the
Closing to occur on or prior to such date;




     (b) by either SINA or CRIC in the event that any Governmental Order restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement shall have become final and
nonappealable;




     (c) by CRIC if SINA shall have breached any of its representations, warranties, covenants or
agreements contained in this Agreement which would give rise to the failure of a condition set
forth in Article VI, which breach cannot be or has not been cured within 30 days after the giving
of written notice by CRIC to SINA specifying such breach;




     (d) by SINA if CRIC shall have breached any of its representations, warranties, covenants or
agreements contained in this Agreement which would give rise to the failure of a condition set
forth in Article VI, which breach cannot be or has not been cured within 30 days after the giving
of written notice by SINA to CRIC specifying such breach; or




     (e) by the mutual written consent of the SINA and CRIC.



          SECTION 8.02. Effect of Termination. In the event of termination of
this Agreement as provided in Section 8.01, this Agreement shall forthwith become
void and there shall be no liability on the part of either party hereto except (a)
as set forth in Article IX and (b) that nothing herein shall relieve either party
from liability for any breach of this Agreement occurring prior to such
termination.




ARTICLE IX




GENERAL PROVISIONS



          SECTION 9.01. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement and
the transactions contemplated by this Agreement shall be borne by the party
incurring such costs and expenses, whether or not the Closing shall have occurred.




          SECTION 9.02. 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 9.02):




52









 









	 	(a)	 	if to SINA:
	 
	 	 	 	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.
	 
	 	(b)	 	if to CRIC:
	 
	 	 	 	CRIC Holdings Limited
 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 
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.





          SECTION 9.03. Public Announcements. Other than (i) the filing with the
SEC of the Form F-1, any amendments thereto and any other documents filed in
connection with the Form F-1, including the filing of this Agreement and the
Ancillary Agreements or (ii) any communications with the relevant stock exchange or
regulators in connection with the IPO, in each case, as deemed necessary or
desirable in the sole discretion of CRIC, neither party to this Agreement shall
make, or cause to be made, any press release or public announcement in respect of
this Agreement or the transactions contemplated by this Agreement or otherwise
communicate with any news media without the prior written consent of the other
party unless otherwise required by Law or applicable stock exchange regulation, and
the parties to this Agreement shall cooperate as to the timing and contents of any
such press release, public announcement or communication.





53









 








          SECTION 9.04. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or public
policy, all other terms and 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 either 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.




          SECTION 9.05. Entire Agreement. This Agreement, the Ancillary
Agreements and the Confidentiality Agreement constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and supersede
all prior agreements and undertakings, both written and oral, between SINA and CRIC
with respect to the subject matter hereof and thereof.




          SECTION 9.06. Assignment. This Agreement may not be
assigned by operation of law or otherwise without the express written consent
of SINA and CRIC (which consent may be granted or withheld in the sole discretion
of the SINA or CRIC), as the case may be.




          SECTION 9.07. Amendment. This Agreement may not be amended or modified
except (a) by an instrument in writing signed by, or on behalf of, SINA and CRIC or
(b) by a waiver in accordance with Section 9.08.




          SECTION 9.08. Waiver. Either party to this Agreement may (a) extend
the time for the performance of any of the obligations or other acts of the other
party, (b) waive any inaccuracies in the representations and warranties of the
other party contained herein or in any document delivered by the other party
pursuant hereto or (c) waive compliance with any of the agreements of the other
party or conditions to such party’s obligations contained herein. 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 representation, warranty,
agreement, condition or obligation granted pursuant to this Section 9.08 or
otherwise in accordance with this Agreement shall be construed as a waiver of any
prior or subsequent breach of such representation, warranty, agreement, condition
or obligation or any other representation, warranty, agreement, condition or
obligation. The failure of either party hereto to assert any of its rights
hereunder shall not constitute a waiver of any of such rights.




          SECTION 9.09. No Third Party Beneficiaries. Except for the provisions
of Article VII relating to indemnified parties, this Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied (including
the provisions of Article VII relating to indemnified parties), is intended to or
shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever, including any rights of employment for any specified
period, under or by reason of this Agreement.




54









 








          SECTION 9.10. Currency. Unless otherwise specified in this Agreement,
all references to currency, monetary values and dollars set
forth herein shall mean United States (U.S.) dollars and all payments
hereunder shall be made in United States dollars.




          SECTION 9.11. Set Off. Without limiting the availability of other
remedies of CRIC or SINA hereunder, the parties hereto shall be entitled to deduct
and set off against obligations and liabilities owing to (i) SINA, SINA WFOE or
Beijing SINA; or (ii) CRIC or China Online whether under this Agreement, the
Ancillary Agreements or otherwise, any amounts owed to (i) SINA, SINA WFOE or
Beijing SINA; or (ii) CRIC or China Online, respectively.




          SECTION 9.12. Specific Performance. The parties hereto acknowledge and
agree that irreparable damage would occur if any of the provisions of this
Agreement are not performed in accordance with their specific terms and that any
breach of this Agreement could not be adequately compensated in all cases by
monetary damages alone. Accordingly, in addition to any other right or remedy to
which a party hereto may be entitled, at law or in equity, it shall be entitled to
enforce any provision of this Agreement by a decree of specific performance and to
temporary, preliminary and permanent injunctive relief to prevent breaches or
threatened breaches of any of the provisions of this Agreement, without posting any
bond or other undertaking.




          SECTION 9.13. Governing Law; Arbitration. This Agreement and any
dispute or claim arising out of or in connection with it or its subject matter
shall be governed by, and construed in accordance with, the laws of the state of
New York (without regard to its conflicts of laws rules that would mandate the
application of the laws of another jurisdiction).




          (b) Any dispute, controversy or claim arising out of or relating to this
Agreement or its subject matter (including a dispute regarding the existence, validity, formation,
effect, interpretation, performance or termination of this Agreement) (each a “Dispute”)
shall be finally settled by arbitration.





     (i) The place of arbitration shall be Hong Kong, and the arbitration shall be administered by
the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC
Administered Arbitration Rules then in force (the “HKIAC Rules”).




     (ii) The arbitration shall be decided by a tribunal of three (3) arbitrators, whose
appointment shall be in accordance with the HKIAC Rules; provided, however, that the
third presiding arbitrator must be licensed to practice New York state law and in good
standing with the New York State Bar, as of the date the Notice of Arbitration is received by the
HKIAC Secretariat.




     (iii) Arbitration proceedings (including but not limited to any arbitral award rendered) shall
be in English.




     (iv) Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the
commencement of arbitration of any existing Dispute(s), shall be resolved by the tribunal already
appointed to hear the existing Dispute(s).



55









 






     (v) The award of the arbitration tribunal shall be final and conclusive and binding upon the
parties as from the date rendered.




     (vi) Judgment upon any award may be entered and enforced in any court having jurisdiction over
a party or any of its assets. For the purpose of the enforcement of an award, the parties
irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any
defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.



          SECTION 9.14. 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.





56









 








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




	 	 	 	 	 
	 	SINA CORPORATION 

 	 
	 	By:  	/s/
Charles Chao
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CRIC HOLDINGS LIMITED

 	 
	 	By:  	/s/
Xin Zhou 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature
Page to Share Purchase Agreement]














 





SCHEDULE A




DRAFT FORM F-1




 









 








SCHEDULE 3.14(b)




LIST OF TRADEMARK REGISTRATIONS AND APPLICATION



	 	 	 	 	 	 	 	 	 
	 	 	Application	 	 	 	 
	Trademark	 	Number	 	Applicant	 	Registration Authority
	

	 	 	7120368	 	 	Beijing SINA Internet Information
Service Co., Ltd.
	 	PRC Trademark Bureau
	

	 	 	7120374	 	 	Beijing SINA Internet Information
Service Co., Ltd.
	 	PRC Trademark Bureau
	

	 	 	7149838	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7149863	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7149842	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7149865	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148055	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148054	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148053	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148052	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148051	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148050	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148049	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148048	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148047	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148046	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148045	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148044	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148043	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148042	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148041	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148040	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148039	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148038	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Application	 	 	 	 
	Trademark	 	Number	 	Applicant	 	Registration Authority
	

	 	 	7148037	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148036	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148014	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7148015	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	7121842	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	7121843	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	7121844	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	7121845	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	7121846	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	7121847	 	 	SINA.com Online
	 	PRC Trademark Bureau
	

	 	 	6531212	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	6531211	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	leju

	 	 	6531210	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	leju

	 	 	6531209	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	leju

	 	 	6531208	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	6535608	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	6535607	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	

	 	 	6535606	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	ileju

	 	 	6535605	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	ileju

	 	 	6535604	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau
	ileju

	 	 	6535636	 	 	SINA.com Technology (China) Co.
Ltd.
	 	PRC Trademark Bureau






 









 





SCHEDULE 4.03(e)




LIST OF SHAREHOLDERS POST-CLOSING



	 	 	 	 	 
	Shareholder	 	Number of CRIC Shares Held
	 
	 	 	 	 
	E-House (China) Holdings Limited
	 	 	71,522,222	 
	 
	 	 	 	 
	Modern Information Ltd.
	 	 	3,033,333	 







 









 








EXHIBIT A




SHAREHOLDERS AGREEMENT




 











 








EXHIBIT B




REGISTRATION RIGHTS AGREEMENT