exv4w48






Exhibit 4.48




EXECUTION VERSION


 



 






REGISTRATION RIGHTS AGREEMENT



 





between



E-HOUSE (CHINA) HOLDINGS LTD.,



SINA CORPORATION



and



CHINA REAL ESTATE INFORMATION CORPORATION



October 21, 2009



 









 





REGISTRATION RIGHTS AGREEMENT




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




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




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




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




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




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




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




          1. Definitions.




          (a) For purposes of this Agreement:




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




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




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




 









 








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




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




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




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




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




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





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




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




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




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




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




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




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




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










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	Term	 	Section
	 
	 	 
	Agreement 
	 	Preamble
	Blackout Period 
	 	4
	CRIC 
	 	Preamble
	CRIC Shares 
	 	Recitals
	Demand Registration 
	 	2(a)
	Demand Registration Statement 
	 	2(a)
	E-House 
	 	Preamble
	Exercising Holder 
	 	2(a)
	Indemnified Party 
	 	8(c)
	Indemnifying Party 
	 	8(c)
	Maximum Offering Size 
	 	2(c)
	Non-Exercising Holder 
	 	2(b)
	Participating Piggy-Back Holders 
	 	3(b)
	Piggy-Back Registration 
	 	3(a)
	Piggy-Back Registration Statement 
	 	3(a)
	Share Purchase Agreement 
	 	Recitals
	SINA 
	 	Preamble
	Subscription Shares 
	 	Recitals






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





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




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




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




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




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




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



          2. Demand Registration.




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











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


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


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


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


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


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




          3. Piggy-Back Registration




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




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




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





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



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



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




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




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





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



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


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


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


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


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


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





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




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




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




     (i) give written notice to the Holders:




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




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




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




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




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



9









 







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




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




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




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




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




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



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




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



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




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




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





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




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



          8. Indemnification and Contribution.




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











11









 







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




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




12









 





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


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


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


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


13








 







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




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




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




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




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










14









 








          12. Miscellaneous




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




          (b) Amendments and Waivers.





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




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



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





	 	(i)	 	if to CRIC:
	 
	 	 	 	CHINA REAL ESTATE INFORMATION CORPORATION

No. 383 Guangyan Road

Shanghai 200072

People’s Republic of China

Facsimile: +86 21 6086 7111

Attention: Ding Zuyu
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Skadden, Arps, Slate, Meagher & Flom




15









 












	 	 	 	42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.
	 
	 	(ii)	 	if to E-House or any E-House Holder:
	 
	 	 	 	E-House (China) Holdings Ltd.

17/F, Merchandise harvest Buildig (East)

No. 333 North Chengdu Road

Shanghai, 200041 People’s Republic of China

Facsimile: +86 21 6133 0707

Attention: Li-Lan Cheng

	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

12 Queen’s Road Central, Hong Kong

Facsimile: +852 3740 4727

Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.
	 
	 	(iii)	 	if to SINA or any SINA Holder:
	 
	 	 	 	SINA Corporation

20/F Beijing Ideal International Plaza

No. 58 Northwest 4th Ring Road

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

Facsimile: +86 10 8260 7166

Attention: Corporate Secretary
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie
 Beijing 100022, China

Facsimile: +86 10 6563 6001

Attention: Lee Edwards, Esq





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








16









 







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




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




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





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




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



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




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









17









 







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




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




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




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




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




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









18









 








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



	 	 	 	 	 
	 	E-HOUSE (CHINA) HOLDINGS LTD.

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

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


 	 
	 	By:  	/s/ Xin Zhou
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Registration Rights Agreement]