Common use of Demand Registration Clause in Contracts

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 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 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.

Demand Registration. (a) Following the date that In addition to any other registration rights to which any Holder is one hundred entitled, at any time and eighty (180) days from time to time after the date hereof and hereof, Company (upon receipt each request 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 Holders of at least 50% of the Registrable SecuritiesWarrant Shares and Warrants) shall prepare, and 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 Commission and shall use its best efforts to cause to be declared effective, become effective as promptly as reasonably possible a registration statement (a “Demand Registration Statement”on Form S-3 or any successor form, if available) relating to all covering such number of Warrant Shares owned or then purchasable as is requested by such Holders. Notwithstanding the Registrable Securities that CRIC has been so requested to register for saleforegoing, to the extent Company shall not be required to permit so prepare and file upon the disposition demand of such Holders either (a) more than two (2) such registration statements that are declared effective by the Commission and maintained in accordance with the intended method effect by Company for at least 90 consecutive calendar days and are not on a Form S-3 (or methods of distribution thereof) of the Registrable Securities so registered. any successor form), or (b) If any such registration statement within the Demand Registration relates to an underwritten public offering first 180 calendar days after the closing of a Public Offering in which 50% or more of the Warrant Shares and Warrants were included, or (c) any registration statement if the managing underwriter anticipated gross proceeds 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 Public Offering is less than the Exercising Holder lesser of $1,000,000 or the proceeds realized by registering all Warrants and Warrant Shares then held by Holders. In connection with any such demand registration, Company shall use its best efforts to engage (such or, at Holders' request, shall use its best efforts to assist Holders in engaging) one or more underwriters to purchase on a best-efforts or a firm-offer basis 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 Warrant Shares owned or then purchasable at the price at which such securities can Warrant Shares are to be sold resold under such registration statement less the underwriters' discount (the “Maximum Offering Size” )less, 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 Warrants, the applicable Exercise Price then in effect). The registration statement shall also provide that sales of the Warrant Shares may be made by dealers, on an exchange if listed, directly to purchasers or in any other security holder has requested registrationmanner. 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 No such registration statement filed pursuant to this Section 2; provideddemand registration provision (without the consent of Holders of at least 50% of the total Warrant Shares and Warrants) may relate to any securities other than the Warrant Shares (other than the underwriters' warrants and the advisors' warrants existing as of the date hereof), that a registration requested pursuant and no other securities (other than the underwriters' warrants and the advisors' warrants existing as of the date hereof) may be sold incidentally 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 any such underwritten public 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 Warrant Shares so registered. In connection with any such revoked Demand Registration within seven (7) days of written request therefor by CRIC. (d) Notwithstanding anything to demand registration, Company shall keep effective and maintain the contrary contained hereinregistration, CRIC shall not be required to prepare and file (i) more than one (1) Demand Registration Statements in any twelve-month periodqualification, approval or (ii) any Demand Registration Statement within one hundred and eighty (180) days following listing covering 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 Warrant Shares for a period of at least that specified 90 consecutive calendar days (or in Section 5(athe event such registration is on Form S-3 or any successor form, on a continuous basis); provided. Company from time to time shall amend or supplement the prospectus and registration statement used in connection with any such registration to the extent necessary to comply with applicable law (including to reflect additional information relating to the plan of distribution), however, that and shall immediately advise each Holder if after any Demand Registration Statement requested pursuant to this Section 2 becomes effective, such Demand Registration Statement is interfered with by prospectus or registration statement does not so comply and/or if any stop order, injunction or other order or requirement similar order is issued or threatened or any request for amendment or supplement is received from any regulatory agency. Company shall make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. Company shall comply with all other applicable laws in connection with any offering of Warrant Shares and will promptly make available an earnings statement in accordance with Section 11(a) of the SEC or other governmental agency or court solely due to Securities Act and 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 2regulations promulgated thereunder.

Demand Registration. (a) Following At any time after the expiration of the “lock-up” agreed to by the Investor Shareholders with the managing underwriter(s) in connection with the IPO (or if such “lock up” is waived by such underwriter(s), from and after such earlier date), any Shareholders that, on the date that a Demand (as hereinafter defined) is one hundred and eighty made, constitute Demand Shareholders (180“Requesting Shareholders”) days after the date hereof and upon receipt of shall be entitled to make a written request from of the Company (a Holder (such Holder“Demand”) for registration under the Securities Act of an amount of Registrable Securities that, when taken together with its Affiliatesthe amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Shareholders’ Permitted Transferees, equals or is greater than the “Exercising Holder”) requesting that CRIC effect a registration Registrable Amount (a “Demand Registration”) ); provided, that, in addition to the foregoing, in the event a Demand Shareholder holds Registrable Securities less than the Registrable Amount (such lesser amount, the “Remaining Securities”), such Demand Shareholder shall be entitled to make a single Demand for registration under the Securities Act covering of all of such Demand Shareholder’s Remaining Securities, notwithstanding any failure for such Demand to involve Registrable Securities equal to or part of greater than the Registrable SecuritiesAmount. Thereupon the Company will, and which notice shall specify subject to the number terms of Registrable Securities for which registration is requested and the intended method or methods of distribution thereofthis Agreement, 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 reasonable best efforts to cause to be declared effective, a effect the registration statement as promptly as practicable under the Securities Act of: (a “Demand Registration Statement”i) relating to all of the Registrable Securities that CRIC which the Company has been so requested to register by the Requesting Shareholders for saledisposition in accordance with the intended method of disposition stated in such Demand; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b) but subject to Section 5.1(f); and (iii) all Class P Shares which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1, but subject to Section 5.1(f); all to the extent required necessary to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities and the additional Class P Shares, if any, to be so registered. (b) If A Demand shall specify: (i) 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 approximate aggregate 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 registered in such Demand Registration, up (ii) the intended method of disposition in connection with such Demand Registration, to the Maximum Offering Size, firstextent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five (5) calendar days after receipt of a Demand, the Company shall give written notice of such Demand to all other Shareholders. The Company shall include in the Demand Registration covered by such Demand all 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 the Company has requested registrationreceived a written request for inclusion therein within ten (10) calendar days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(f). CRIC Such written request shall not hereafter enter into any agreement which is inconsistent comply with the rights requirements of priority provided a Demand as set forth in this Section 2(b5.1(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 A Demand Registration shall not be deemed to have been effected for purposes of this Section 2(c) unless and shall not count as a Demand Registration (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 unless a 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 statement 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 respect 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 one hundred twenty (120) calendar days (or (x) such shorter period in Section 5(a); provided, however, that if after any which all Registrable Securities included in such Demand Registration Statement requested pursuant to this Section 2 becomes have actually been sold thereunder or (y) such longer period as counsel for the underwriters advises is required by law in connection with sales thereunder), (ii) if, after it has become effective, such Demand Registration Statement is interfered with by becomes subject prior to one hundred twenty (120) calendar days after effectiveness to any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court solely due for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration, if applicable, are not satisfied, other than by reason of any act or omission in breach of such purchase agreement or underwriting agreement, as applicable, by such Requesting Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the SEC as shall be selected by the Requesting Shareholders and shall be reasonably acceptable to the actions Company. (e) The Company shall (A) not be obligated to effect any Demand Registration at any time that the Shelf Registration Statement is effective (subject to the Company’s performance of its obligations under this Agreement with respect to the Shelf Registration Statement) and (B) shall be entitled to postpone (upon written notice to all Demand Shareholders) the filing or omissions the effectiveness of a registration statement for any Demand Registration if, in the Company’s good faith reasonable judgment, it is not feasible for the Company to act proceed with the Demand Registration because audited or pro forma financial statements that are required by the Securities Act to be included in such registration statement are then unavailable, until such time as such financial statements are no longer unavailable, provided that the Company shall use its reasonable best efforts to complete, obtain or otherwise make available such financial statements as promptly as practicable. In addition, the Company shall be entitled to postpone (upon written notice to all Demand Shareholders) the filing or the effectiveness of CRICa registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. (f) If, in connection with a Demand Registration that involves an Underwritten Offering, any managing underwriter advises the Company, in writing, that, in its reasonable opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration Statement would significantly adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such significant adverse effect (the “Underwriter Amount”) as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by (x) the Demand Shareholders and (y) other Shareholders holding Registrable Securities who the managing underwriter(s) of such Underwritten Offering have expressly required, in connection with such Underwritten Offering, to enter into an agreement restricting the sale or distribution of their Shares in accordance with Section 5.5 hereof (the “Relevant Holdback Shareholders”), which, in the opinion of the underwriter or investment bank can be sold without significantly adversely affecting the marketability of the offering, pro rata among such Demand Shareholders and Relevant Holdback Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders and Relevant Holdback Shareholders; (ii) second, Registrable Securities duly requested to be included in such Demand Registration by other Shareholders pursuant to Section 5.1(b) other than the Relevant Holdback Shareholders, pro rata among such Shareholders requesting to be included in such Demand Registration, on the basis of the number of such Registrable Securities requested to be included by such Shareholders; (iii) third, Class P Shares the Company proposes to sell; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company. (g) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholders and representatives of the executive officers of the Company shall jointly participate in the process of selecting the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to such Underwritten Offering; provided, that, notwithstanding the foregoing, the Requesting Shareholders representing a majority of the Registrable Securities proposed to be included in the Demand shall in their sole discretion make such ultimate selection, and shall have ultimate control and discretion over what process, if any, shall be at used in such selection; and provided, further, that notwithstanding anything to the sole expense of CRIC and shall not be included as one contrary in this Agreement or any corporate governance policy or similar document of the Demand Registrations which may Company, the Board or any committee thereof applicable to related party transactions between the Company and Affiliates of the Investor Shareholders, there shall be requested no restriction on the identity of such Requesting Shareholders’ selections pursuant to this Section 25.1(g). (h) All rights of the Shareholders under this Section 5.1 shall be subject to the restrictions of Section 2.1.

Demand Registration. (ai) Following After the first date upon which Units held by the Holders may be redeemed until the date on which there are no Registrable Shares (as hereinafter defined) remaining, subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 1(b)(ii) below, any Holder or Holders may request 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 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 Company cause to be declared effective, filed a registration statement (a “"Demand Registration Statement”") under Rule 415 under the Securities Act relating to all the sale by such Holders of the their previously or concurrently issued Registrable Securities that CRIC has been so requested to register for sale, to the extent required to permit the disposition (Shares 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, terms hereof. As used in its reasonable opinionthis Agreement, the number term "Registrable Shares" means shares of Registrable Securities requested Common Stock issued or 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 issued to the Maximum Offering SizeHolders upon redemption or in exchange for their Units, 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 excluding (A) Common Stock for 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 to the issuance or sale thereof shall have become effective under the Securities Act and which have been issued or sold, as applicable, under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock which, together with all other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), is eligible for sale pursuant to Rule 144(e) under the Securities Act. Upon receipt of any such request, the Company shall give written notice of such proposed registration to all Holders of Units and Registrable Securities of Shares. Such Holders shall have the Holder right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Demand Registration Statement such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the Company shall use reasonable efforts to cause such Demand Registration Statement have actually to be filed and declared effective by the SEC for all Registrable Shares which the Company has been sold thereunder and (ii) has remained effective for a period of at least that specified in Section 5(a); provided, however, that if after any requested to register as soon as practicable thereafter. The Company agrees to use reasonable efforts to keep the Demand Registration Statement requested continuously effective until the earliest of (a) the date on which the Holders no longer hold any Registrable Shares registered under the Demand Registration Statement, (b) the date on which the Registrable Shares registered under the Demand Registration Statement held by each Holder may, together with all other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), be sold by such Holder pursuant to Rule 144(e) under the Securities Act or (c) the date which is twelve (12) months from the effective date of such Demand Registration Statement. The Company shall not be required to file and effect a new Demand Registration Statement pursuant to this Section 2 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement 1(b) until a period of twelve (12) months has elapsed from the termination of the SEC or other governmental agency or court solely due registration statement with respect 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 2Registrable Shares covered by a prior registration request.

Demand Registration. (a) Following At any time after the twelve (12) month anniversary of the date that is one hundred and eighty (180) days of the Securities Purchase Agreement, after the date hereof and upon receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) Selling Shareholder requesting that CRIC ASTI effect a registration (a “Demand Registration”) under the Securities Act covering all or part at least 250,000 shares of the Registrable Securities, and 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 toASTI shall, as soon as reasonably practicable, but in any event no later than forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of such written request, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that CRIC ASTI 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 ASTI and the Exercising Holder Selling Shareholder that, in its reasonable opinion, the number of Registrable Securities securities requested to be included in the Demand Registration (including securities to be sold by CRIC ASTI 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 within an acceptable price at which such securities can be sold (the “Maximum Offering Size” )range, then CRIC ASTI shall include in such Demand Registration, up to the Maximum Offering Size, Registration first, the Registrable Securities the Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising Holder Selling Shareholder proposes to register, and thirdsecond, any securities CRIC proposes ASTI proposed to register and any securities with respect to which any other security holder has requested registrationregister. CRIC ASTI 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, Selling Shareholder 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 ASTI shall not be required to prepare and file (i) more than one (1) Demand Registration Statements Statement in any twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty (180) 120 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 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.

Demand Registration. (a) Following If the date that Company is one hundred and eighty (180) unable to file within 75 days after the date hereof and upon receipt Closing, cause to be effective within 90 days thereafter or thereafter maintain the effectiveness of a written request from a Holder (such Holder, together with its AffiliatesShelf Registration Statement during the Shelf Effective Period as required under Section 2.1, the Majority Investor Parties shall have the right, by delivering a written notice to the Company (a “Exercising HolderDemand Notice”) requesting that CRIC effect a registration ), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Investor Parties and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.2(a) under after the Securities Act covering all or part Company has effected two (2) Demand Registrations pursuant to this Section 2.2(a); and provided further, that the Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities, and which notice Securities requested to be registered by the Investor Parties includes at least 5% of the originally issued shares of the Registrable Securities issued upon conversion of Preferred Stock originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $1,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the number of Registrable Securities for which registration is requested and the intended expected method or methods of distribution thereofdisposition of the applicable Registrable Securities. Following receipt of a Demand Notice, CRIC the Company shall use its best reasonable efforts toto file, as soon promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such written requestDemand Notice, file a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Investor Parties in accordance with the SEC and use its best efforts to cause to be declared effective, a registration statement methods of distribution elected by the Majority Investor Parties (a “Demand Registration Statement”) relating and shall use its reasonable efforts to all of cause such Registration Statement to be declared effective under the Registrable Securities that CRIC has been so requested to register for sale, to Act as promptly as practicable after the extent required to permit the disposition (in accordance with the intended method or methods of distribution filing thereof) of the Registrable Securities so registered. (b) If any of the Registrable Securities registered pursuant to a Demand Registration relates are to an be sold in a firm commitment underwritten public offering offering, and the managing underwriter underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed public to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering advises CRIC the number or dollar amount of Registrable Securities and such Other Securities that in the Exercising Holder thatopinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in its reasonable opinion, such underwritten offering was requested by any Investor Party based on the number of Registrable Securities requested to be included in Beneficially Owned by such Investor Party; and (ii) second, among any holders of Other Securities, pro rata, based on 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 Other Securities Beneficially Owned by each 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)Other Securities. (c) Each In the event of a Demand Registration, the E-House Holders and the Sina Holders, in each case, collectively, Company shall be entitled required 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 maintain 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 continuous 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 applicable 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 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Majority Investor Parties shall have the right to notify the Company that specified in Section 5(a); provided, however, it has determined that if after any the Registration Statement relating to a Demand Registration Statement requested be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. The Company shall not be required to pay for the expenses of the Investor Parties in connection with any registration proceeding begun pursuant to Section 2.2(a) that has been subsequently withdrawn pursuant to this Section 2 becomes effective2.2(d) at the request of the Majority Investor Parties, unless the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to the Company’s receipt of such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement Notice. (e) With the prior written consent 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 Majority Investor Parties (which consent shall not be included as unreasonably withheld, conditioned or delayed), the Company shall be entitled to coordinate any offerings under this Section 2.2 with any offerings to be effected pursuant to similar agreements with the holders of Other Securities, including, if practicable, by filing one of the Demand Registrations which may be requested Registration Statement for any Registrable Securities being registered pursuant to this Section 22.2 and all Other Securities.

Demand Registration. (ai) Following Any Holder that holds any Registrable Securities shall have the date that is one hundred option and eighty (180) days after the date hereof and upon receipt of right, exercisable by delivering a written request from notice to Triangle (a “Demand Notice,” and the Holder (that delivers such Holder, together with its Affiliatesa Demand Notice, the “Exercising Initiating Holder”) requesting that CRIC effect ), to require Triangle to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a registration Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify ). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration. Notwithstanding anything to the contrary herein, in no event shall Triangle be required to effectuate a Demand Registration for which registration is requested and Registrable Securities having an aggregate value of less than $30 million based on the intended method or methods VWAP of distribution thereofsuch Registrable Securities as of the date of the Demand Notice. (ii) Within five Business Days of the receipt of the Demand Notice, CRIC Triangle shall use its best efforts togive written notice of such Demand Notice to all Holders and, as soon as reasonably practicablepracticable thereafter, after receipt shall, subject to the limitations of such written requestthis Section 2(a), file with the SEC and use its best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to Statement covering all of the Registrable Securities that CRIC has been so requested the Holders shall in writing request (such request to register for sale, be given to Triangle within three days of receipt of such notice of the extent required Demand Notice given by Triangle pursuant to permit this Section 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the disposition (Initiating Holder in accordance with the intended method or methods of distribution thereof) terms and conditions of the Registrable Securities so registered. (b) If the Demand Registration relates Notice and use all commercially reasonable efforts to an underwritten public offering and the managing underwriter of cause 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 remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, Triangle is not obligated hereunder to effect (A) more than one Demand Registration in any 12 month period, (B) more than a total of three Demand Registrations pursuant to this Agreement and (C) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holders providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the Holder included number and type of Registrable Securities on the terms and conditions specified in such the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. (iv) Notwithstanding any other provision of this Section 2(a), Triangle shall not be required to effect a registration or file a Registration Statement have actually been sold thereunder and (iior any amendment thereto) has remained effective for a period of up to 60 days, if (A) the Board determines that a postponement is in the best interest of Triangle and its stockholders generally due to a pending transaction involving Triangle, (B) the Board determines such registration would render Triangle unable to comply with applicable securities laws or (C) the Board determines such registration would require disclosure of material information that Triangle has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that (i) in no event shall any Blackout Period together with any Suspension Period collectively exceed an aggregate of 120 days in any 12 month period, (ii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or any Suspension Period, Triangle shall not engage in any transaction involving the offer, issuance, sale, or purchase of Triangle Securities (whether for the benefit of Triangle or a third Person), except transactions involving the issuance or purchase of Triangle Securities as contemplated by Triangle employee benefit plans or employee or director arrangements or in connection with the conversion or exercise of outstanding securities, including the Convertible Note, and (iii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or (C) or any Suspension Period, Triangle shall not file a registration statement (or any amendment or supplement thereto) for any other holder of registration rights. (v) Triangle may include in any such Demand Registration other Triangle Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter, if any, for the Underwritten Offering determines that the type or number of Triangle Securities proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Registrable Securities proposed to be included in such offering, the Registrable Securities to be sold by the Holders shall be included in such registration before any Triangle Securities proposed to be sold for the account of Triangle or any other Person other than the NGP Holders. (vi) Subject to the limitations contained in this Agreement, Triangle shall effect any Demand Registration on Form S-3 (except if Triangle is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if Triangle becomes, and is at least that specified in Section 5(athe time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to Triangle); provided, however, that if after at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to Triangle that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, Triangle will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration Statement requested pursuant to and in accordance with this Section 2 becomes effective2(a), Triangle shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, Triangle would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration Statement is interfered with by on the Trading Market and (B) do any stop order, injunction or and all 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 acts and shall not be included as one of the Demand Registrations which things that may be reasonably necessary or appropriate or reasonably requested pursuant by the Holders to this Section 2enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

Demand Registration. (a) Following Request by Holders. One or both of Holders may request that the date that is one hundred and eighty (180) days after Company register the date hereof and upon Registrable Securities. Upon receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Requesting Holder”) requesting that CRIC effect a registration the Company register the Registrable Securities held by the Requesting Holder (a “Demand RegistrationRequest”), then the Company shall, within fifteen (15) days after receipt of such Demand Request, give written notice of such request (a “Request Notice”) under to the Securities Act covering all or part of other Holder, provided, however, that if both Holders jointly request that the Company register their Registrable Securities, and which notice then the Company shall have no obligation to deliver any such Request Notice. Each Demand Request shall (x) specify the number of Registrable Securities for which registration is requested and that the Requesting Holders intend to sell or dispose of, (y) state the intended method or of methods of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of such written requesta Demand Request, file with the SEC Company shall, subject to the limitations and conditions of Section 2.1(c) and Section 2.5: (i) use its best commercially reasonable efforts to cause to be declared effectivefiled, as soon as practicable, but within forty-five (45) days of the date of delivery to the Company of the Demand Request, a registration statement (a “Demand Registration Statement”) relating to all of the Statement covering such Registrable Securities that CRIC which the Company has been so requested to register by the Requesting Holder(s) and, if applicable, the other Holder who requests to the Company that his or its Registrable Securities be registered within ten (10) days of their receipt of the Request Notice, providing for sale, the registration under the Securities Act of such Registrable Securities to the extent required necessary to permit the disposition (of such Registrable Securities 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 specified 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).Request; and (cii) 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 use commercially reasonable efforts to have been effected for purposes of this Section 2(c) unless (i) it has been such Registration Statement declared effective by the SEC, SEC as soon as practicable thereafter and no later than ninety (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 (790) days after the filing 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 such 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 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.

Demand Registration. (a) Following The Holders shall have the date that is one hundred and eighty (180) days right after the date hereof and upon receipt of a written IPO Date to request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration in writing (a “Demand Registration”"Request") under the Securities Act covering all or part of the Registrable Securities, and (which notice request shall specify the number of Registrable Securities for which registration is requested intended to be disposed of by such Holders and the intended method or methods of distribution thereof, CRIC including in a Rule 415 Offering, if DSW is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that DSW register such portion of such Holders' Registrable Securities as shall use its best efforts tobe specified in the Request (a "Demand Registration") by filing with the Commission, as soon as reasonably practicablepracticable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is other than Form S-3) after the receipt of such written request, file with the SEC and use its best efforts to cause to be declared effectivea Request by DSW, a registration statement (a “"Demand Registration Statement”") relating covering such Registrable Securities, and DSW shall use its best efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter, but in no event later than the 75th day (or the 90th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, and to keep such Demand Registration Statement Continuously Effective for a period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities that CRIC has covered by such Demand Registration Statement shall have been so requested to register for salesold pursuant thereto), including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the extent Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to permit the disposition registration form used by DSW for such Demand Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; PROVIDED that such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the case of an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in accordance with the intended method or methods judgment of distribution thereof) of counsel to the Registrable Securities so registeredunderwriters, any prospectus delivery requirements imposed by applicable law. (b) If the DSW shall not be obligated to effect more than one (1) Demand Registration relates to an underwritten public offering and in any calendar year. For purposes of the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder thatpreceding sentence, in its reasonable opinion, the number of Registrable Securities requested to be included in the a 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 (and, therefore, not requested for purposes of this Section 2(cparagraph (a) unless above), (i) it unless a Demand Registration Statement with respect thereto has been declared effective by the SECbecome effective, (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 if after 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 if after any Demand Registration Statement requested pursuant to this Section 2 becomes become effective, such Demand Registration Statement the offer, sale or distribution of Registrable Securities thereunder is interfered with prevented by any stop order, injunction or other order or requirement of the SEC Commission or other governmental agency or court solely due for any reason not attributable to any Holder and such effect is not thereafter eliminated or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of a failure on the part of any Holder. If DSW shall have complied with its obligations under ARTICLE IV, a right to a Demand Registration pursuant to this Section 4.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold to the actions underwriters or omissions distributed pursuant to act the Demand Registration Statement and (y) the date as of CRIC, which such Demand Registration Statement shall have been Continuously Effective for a period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the effectiveness of such Demand Registration Statement. (c) Any request made pursuant to this Section 4.1 shall be at addressed to the attention of the secretary of DSW, and shall specify (i) the number of Registrable Securities to be registered (which shall be not less than the lesser of (x) 5% of the total number of Registrable Securities outstanding or (y) the remaining balance of the Registrable Securities then held by the Holders. (d) DSW may not include in a Demand Registration pursuant to Section 4.1 hereof shares of DSW Capital Stock for the account of DSW or any subsidiary of DSW, but, if and to the extent required by a contractual obligation, may, subject to compliance with Section 4.1(e), include shares of DSW Capital Stock for the account of any other Person who holds shares of DSW Capital Stock entitled to be included therein; PROVIDED, HOWEVER, that if the Underwriters' Representative of any offering described in this Section 4.1 shall have informed DSW in writing that in its judgment there is a Maximum Number of shares of DSW Capital Stock that all Holders and any other Persons desiring to participate in such Registration may include in such offering, then DSW shall include in such Demand Registration all Registrable Securities requested to be included in such registration by the Holders together with up to such additional number of shares of DSW Capital Stock that any other Persons entitled to participate in such registration desire to include in such registration up to the Maximum Number that the Underwriters' Representative has informed DSW may be included in such registration without materially and adversely affecting the success or pricing of such offering; PROVIDED that the number of shares of DSW Capital Stock to be offered for the account of all such other Persons participating in such registration shall be reduced in a manner determined by DSW in its sole expense discretion. (e) No Holder may participate in any Underwritten Offering under Section 4.1 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 4.1 hereof unless it completes and executes all customary questionnaires, powers of CRIC attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under Section 4.1 hereof, each participating Holder and DSW and, except in the case of a Rule 415 Offering hereof, each other Person shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefits of the underwriters; PROVIDED that the Holders shall not be required to make representations and warranties with respect to DSW or their business and operations and shall not be included required to agree to any indemnity or contribution provisions less favorable to them than as one of the Demand Registrations which may be requested pursuant to this Section 2are set forth herein.

Demand Registration. (a) Following If at any time prior to the fifth anniversary of ------------------- the date that is one hundred and eighty (180) days after of this Agreement the date hereof and upon receipt of Company shall receive from the Purchaser a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “"Demand Registration”Request") that the Company register on Form S-3 (or on Form S-1 if Form S-3 is not available to the Company) under the Securities Act covering all (or part of if such form is not available, any registration statement form then available to the Company) Registrable Securities, then the Company shall prepare and which notice shall specify file with 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, Commission as soon as reasonably practicable, but in no event later than forty-five (45) days after receipt of such written requestDemand Request, file with the SEC and a registration statement (a "Demand Registration Statement") to effect such registration. The Company shall 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 specified in such Demand Request (the "Demand Registrable Securities") to become or be declared effective as soon as practicable. The Company shall provide copies of all correspondence to, and from, the Commission within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request 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. having an aggregate offering value of not less than $10 million; (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, specify the number of Demand Registrable Securities requested intended to be included in the Demand Registration (including securities to be offered and 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). Purchaser pursuant thereto; (c) Each express the present intention of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled Purchaser 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) offer or cause the offering of such Demand 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. Statement, (d) Notwithstanding anything to describe the contrary contained herein, CRIC shall not be required to prepare and file (i) more than one (1) nature or method of distribution of such 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 Registrable Securities 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 (including, in particular, whether the Purchaser plans to effect such distribution by means of an underwritten offering); (e) identify the proposed Demand Managing Underwriter, if any; and (iif) has remained contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and Regulations of the Commission thereunder, and to obtain any desired acceleration of the effective for a period date of at least that specified in Section 5(a); provided, however, that 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 2Statement.

Demand Registration. (a) Following Upon written notice to the date that is one hundred and eighty Issuer from any Demand Holder at any time during the Effective Period (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”"Demand Request") requesting that CRIC the Issuer effect a the registration (a “Demand Registration”) under the Securities 1933 Act covering of any or all or part of the Registrable SecuritiesSecurities held by such requesting Demand Holder or any member of such requesting Demand Holder's Demand Holder Group, and 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 disposition of such written Registrable Securities (which method or methods may relate to a "shelf" registration pursuant to Rule 415 promulgated under the 1933 Act), subject to compliance with any restrictions to which such Demand Holder may be subject under the Governance Agreement, the Issuer shall prepare and, within 30 days after such request, file with the SEC Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all effective under the 1933 Act for purposes of the Registrable Securities that CRIC has been so requested to register for sale, to the extent required to permit the disposition (dispositions in accordance with the intended method or methods of distribution thereofdisposition stated in such request. Notwithstanding any other provision of this Agreement to the contrary: (i) each Demand Holder may exercise its rights to request registration in respect of Registrable Securities held by such Demand Holder or any member of such Demand Holder's Demand Holder Group under this Section 2.02(a) on not more than four occasions (each such registration being referred to herein as a "Demand Registration"); (ii) the Issuer shall not be required to effect more than one Demand Registration in any period of 120 consecutive days; (iii) the Issuer shall not be required to effect a Demand Registration unless the Registrable Securities to be registered pursuant to such Demand Registration shall have a then current market value of at least $1,000,000, unless such Demand Registration is for all remaining Registrable Securities held by the requesting Demand Holder or any member of the requesting Demand Holder's Demand Holder Group, as the case may be; and (iv) the Issuer shall not be required to effect a Demand Registration at any time that it shall have effective a shelf registration statement pursuant to which the requesting Demand Holder or members of the requesting Demand Holder's Demand Holder Group, as the case may be, could effect the disposition of the Registrable Securities so registeredheld by such Demand Holder or member of such Demand Holder's Demand Holder Group in the manner requested. (b) If Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises CRIC and the Exercising requested by a Demand 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 2.02 shall not be deemed to have been effected effected, and, therefore, not requested and the rights of such Demand Holder shall be deemed not to have been exercised for purposes of this Section 2(c) unless 2.02(a), (i) it if such Demand Holder has been declared effective not received notice (confirmed by the SEC, Commission) that such Demand Registration has become effective under the 1933 Act or (ii) if such Demand Registration, after it has remained became effective for under the period set forth in Section 5(a) and 1933 Act, was not maintained effective under the 1933 Act (iii) the offering other than as a result 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 Commission or other Governmental Entity solely on the account of a material misrepresentation or omission of such Demand Holder) for at least (x) in the event the Exercising Holder revokes case of a Demand Registration request that is a Rule 415 Offering, twelve months, (which revocation may only be made prior to CRIC requesting acceleration y) in the case of effectiveness a Demand Registration that is an underwritten offering, 120 days and (z) in the case of any other Demand Registration, 180 days (or, in each case, such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto (but in no event before the expiration of the registration statement90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable)). The time periods referred to in the preceding sentence shall be extended, with respect to any Demand Registration, by the number of days in any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration. If a Demand Request is made by any Demand Holder during the Effective Period but the related Demand Registration is delayed or not effected in the circumstances set forth in this Section 2.02(b), then such Demand Registration Holder shall count as having been effected unless the Exercising Holder pays all Registration Expenses in connection with such revoked be deemed not to have used one of its rights to request a Demand Registration within seven under this Section 2.02 and shall continue to have such right. (7c) days The Issuer shall not include any securities that are not Registrable Securities in any registration statement filed pursuant to a Demand Registration without the prior written consent of written request therefor by CRICthe members of the Demand Holder Groups who hold a majority of the Registrable Securities proposed to be sold therein. (d) Notwithstanding anything If the lead or managing underwriter referred to in Section 2.03 determines that marketing factors require a limitation on the contrary contained herein, CRIC shall not number of Registrable Securities to be required to prepare offered 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 sold by the date of effectiveness of any other Registration Statement. (e) A Demand Registration requested Holders pursuant to this Section 2 a Demand Registration, there shall be included in the offering only that number of Registrable Securities that such lead or managing underwriter reasonably and in good faith believes will not be deemed to have been effected unless jeopardize the Demand Registration Statement relating thereto success of the offering (i) has become effective under including a material reduction in the Securities Act and any price per share of the Registrable Securities to be sold). In such event, and providing the lead or managing underwriter has so notified the Holders of the Holder included Registrable Securities proposed to be sold in such Demand Registration Statement have actually been in writing (with a copy to the Issuer), the number of Registrable Securities to be offered and sold thereunder and by such Holders in such offering shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities requested to be included therein by each such Holder (iiin which case Section 2.02(a)(iii) has remained effective shall be disregarded for a period purposes of at least that specified in Section 5(asuch Demand Registration); provided, however, provided that if after any the Demand Holder that made such Demand Request shall be entitled to request one additional Demand Registration Statement requested pursuant (without needing to this Section 2 becomes effectivemake a Demand Request therefor within the Effective Period and disregarding Sections 2.02(a)(i) and 2.02(a)(iii) for purposes of such additional Demand Registration) if, as a result of such Demand Registration Statement is interfered with by any stop orderallocation, injunction or other order or requirement less than 50% of the SEC or other governmental agency or court solely due Registrable Securities originally proposed to the actions or omissions to act of CRIC, be sold in such Demand Registration Statement shall be at the sole expense of CRIC offering are actually included and shall not be included as one of the Demand Registrations which may be requested pursuant to this Section 2sold in such offering.

Demand Registration. (a) Following At any time after the date that is one hundred and eighty (180) 180 days after the closing of the Initial Public Offering (or in the case of the first Demand (as hereafter defined), such prior date hereof and upon receipt as would permit the Company to cause any filings required hereunder to be filed on such date or the first possible date thereafter), any Person that is a Stockholder (a “Requesting Stockholder”) on the date of such request shall be entitled to make a written request from of the Company (a Holder (such Holder“Demand”) for registration under the Securities Act of an amount of Registrable Securities that, when taken together with its Affiliatesthe amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates and other Requesting Stockholders, equals or is greater than the “Exercising Holder”Registrable Amount (or such lesser amount as may be approved by both the Company’s Chief Executive Officer and Chief Financial Officer) requesting that CRIC effect a registration on the date of such request (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act covering all or part of the Registrable Securities, and 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 of: (a “Demand Registration Statement”i) relating to all of the Registrable Securities that CRIC which the Company has been so requested to register by the Requesting Stockholders for saledisposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 3.1(b); and (iii) all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 3.1, but subject to Section 3.1(f); all to the extent required necessary to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered. (b) If A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within 5 days after receipt of a Demand, the Company shall give written notice of such Demand to each other Person that on the date a Demand is delivered to the Company is a Stockholder. Subject to Section 3.1(f), the Company shall include in the Demand Registration relates covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein (i) if a notice by the Company is required by this paragraph, within 5 days after such notice by the Company has been given, or (ii) if no notice by the Company is required by this paragraph, within 5 days after receipt by the Company of such Demand. Such written request shall comply with the requirements of a Demand as set forth in this Section 3.1(b). (c) Each Stockholder shall be entitled to an underwritten unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount of the issued and outstanding Common Stock of the Company; provided, however, that the Company shall not be required to effect more than one Demand Registration per calendar year. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Requesting Stockholders, including, to the extent permissible, an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company. (e) The Company shall not be obligated to effect any Demand Registration (i) within three months of a “firm commitment” Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3.2 (subject to Section 3.1(f)) and at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included) or (ii) within three months of any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for up to 120 days the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public offering and information that the Company has a bona fide business purpose for preserving as confidential. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 3.4. (f) The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter of (or, if such proposed public offering Demand Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by the Company advises CRIC and the Exercising Holder Company, in writing, that, in its reasonable opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, subject to adjustment as provided in Section 3.3 hereof, up to the number of Registrable Securities requested to be included in the such Demand Registration (including securities to be sold by CRIC or any other security holderthe Stockholders, including any Holders other than which, in the Exercising Holder (such Holders, opinion of the “Non-Exercising Holders”) exceeds the largest number of securities which reasonably underwriter can be sold in such offering without having a material adverse effect on such adversely affecting the marketability of the offering, including pro rata among such Stockholders requesting such Demand Registration on the price at which basis of the number of such securities can be sold (the “Maximum Offering Size” ), then CRIC shall include in held by 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, Stockholders 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 2by Stockholders that are Piggyback Sellers; 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 second, securities the period set forth in Section 5(a) Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company. (g) Any time that a Demand Registration involves an Underwritten Offering, the Company shall select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such 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 CRICSecurities. (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 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.

Demand Registration. (a) Following Any investors demanding registration pursuant to this Article II are sometimes referred to in this Agreement as the “Demand Investors” and the registration requested by Demand Investors pursuant to this Article II is sometimes referred to in this Agreement as a “Demand Registration”. The management of the Company shall have the power to appoint investment banking and legal advisors to assist the Company with the actions required of it under this Article II, such investment banking and legal advisors to be reasonably acceptable to the Demand Investors. The Company shall not be required to effect any Demand Registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registrations”). (b) Commencing on that date that is one hundred and eighty six (1806) days months after the date hereof hereof, subject to the terms and conditions of this Agreement, upon receipt written notice delivered by the GEI Parties holding an aggregate number of Registrable Securities equal to more than twenty-five percent (25%) of the number of shares of Registrable Securities held by the GEI Parties on the date of such notice (a written request from a Holder (such Holder, together with its Affiliates, the “Exercising HolderGEI Demand”) requesting that CRIC the Company effect a the registration (a “GEI Demand Registration”) under the Securities Act covering of any or all or part of the Registrable SecuritiesSecurities held by the GEI Parties, and which notice GEI Demand shall specify the number of such Registrable Securities for which registration is requested to be registered and the intended method or methods of distribution thereofdisposition of such Registrable Securities, CRIC the Company shall promptly give written notice of such GEI Demand to all Persons who may have piggyback registration rights with respect to such GEI Demand Registration and shall use its best efforts to, as soon as reasonably practicable, after receipt of such written request, file with to effect the SEC registration under the Securities Act and use its best efforts to cause to be declared effective, a registration statement applicable state securities laws of: (a “Demand Registration Statement”x) relating to all of the Registrable Securities that CRIC which the Company has been so requested to register for saleby such Persons in the GEI Demand, and (y) all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required requisite to permit the disposition (in accordance with the such intended method or methods of distribution thereofdisposition) of the Registrable Securities to be 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 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.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time after the date hereof and upon receipt of the Agreement, a written request from BRS Entity or a Holder BRS Demand Transferee or, if registration on Form S-2 or Form S-3 (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”or any successor form(s) under the Securities Act) shall be available to B&G Foods, a Canterbury Entity, a CIT Entity, a Canterbury Demand Transferee or a CIT Demand Transferee may make a written request for registration with the SEC under and in accordance with the provisions of the Securities Act covering of all or part of the its, his or her Registrable Securities; provided, and which notice shall specify that B&G Foods may, if the number Board so determines in the exercise 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 reasonable judgment that it would be inadvisable to effect 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 at such time, defer such Demand Registration for a single period not 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 registeredexceed 180 days. (b) BRS Entities, Canterbury Entities and CIT Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations. (c) If the a Demand Registration relates to an underwritten public offering involves a Public Offering and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder underwriter(s) shall advise B&G Foods that, in its reasonable opinionview, 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 amount of securities which reasonably can proposed to be sold in such offering without having a material adverse effect on such offering, including Demand Registration will exceed the price at which such securities can be sold (the “Maximum Offering Size” ), then CRIC B&G Foods shall include in such Demand Registrationregistration, up to the Maximum Offering Size, so many of the securities proposed to be registered as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration by the Exercising Holder proposes to registerSelling Shareholder(s), (ii) second, the Registrable Securities requested to be included in such Demand Registration by the Shareholders other than the Selling Shareholder(s) and (iii) any Non-Exercising Holder proposes Common Stock proposed to registerbe registered by B&G Foods; provided that (y) if all the Registrable Securities requested to be included in such Demand Registration by members of any group set forth above are not to be included, selection of Registrable Securities to be included from within such group shall be made pro rata based on the number of Registrable Securities that each member of such group shall have requested to be included therein, and third, (z) if any securities CRIC proposes to register and any securities with respect to which any other security holder Shareholder has requested registration. CRIC shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided inclusion in this Section 2(b). (c) Each such Demand Registration and if 10% or more of the E-House Holders and the Sina HoldersRegistrable Securities requested to be included by such Shareholder are not so included, in each case, collectively, such Shareholder 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 additional Demand Registration hereunder on the same terms and conditions as would 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 applied 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 Shareholder had such earlier 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 not 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 CRICeffected. (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 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.

Demand Registration. Subject to the provisions of Section 5.01(d), if the Company is ineligible to use a Shelf Registration Statement or if the Shelf Registration Statement is otherwise unavailable to the Company, the Stockholders (athe “Demanding Holders”) Following the date that is one hundred and eighty (180) days after the date hereof and upon receipt of may make a written request from a Holder (such Holder, together with its Affiliates, demand that the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, Company promptly prepare and 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 under the Securities Act of all or part of their Registrable Securities having an anticipated aggregate offering price of the value of all the Registrable Securities that CRIC has been so requested owned by the Stockholders, which written demand shall describe the amount and type of security to register for sale, to the extent required to permit the disposition (be included in accordance with such Demand Registration Statement and the intended method or methods method(s) of distribution thereof) of , which may include delayed distribution pursuant to Rule 415 under the Registrable Securities so registered. Act (b) If the such written demand a “Demand Registration”). Each Demand Registration relates to an underwritten public offering and shall be for the managing underwriter sale of such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, the a number of Registrable Securities requested equal to be included or greater than the Registrable Amount. The Company shall, within ten (10) Business Days after receipt of the Demand Registration, notify, in the writing, all other Stockholders, if any, of such demand, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in a Demand Registration (including securities to be sold by CRIC each such holder that includes all or any other security a portion of such 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 ’s Registrable Securities in such Demand Registration, up to a “Requesting Holder”) shall so notify the Maximum Offering SizeCompany, firstin writing, within five (5) Business Days after 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 receipt by such 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 Stockholders of the E-House Holders and notice from the Sina HoldersCompany. Upon receipt by the Company of any such written notification from a Requesting Holder(s), in each case, collectively, such Requesting Holder(s) shall be entitled to an aggregate of three (3) registrations of have their Registrable Securities pursuant to this Section 2; providedincluded in such Demand Registration and the Company shall effect, that a as soon thereafter as practicable, the registration of all Registrable Securities 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(aDemanding Holder(s) and (iiiRequesting Holder(s) the offering of Registrable Securities pursuant to such registration is not subject to any stop orderDemand Registration, injunction or other order or requirement of the SEC; provided, however, that in the event the Exercising Holder revokes including by filing a Demand Registration request Statement relating thereto as soon as practicable, but not more than sixty (which revocation may only 60) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be made prior obligated to CRIC requesting acceleration of obtain 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 Statement under this Section 5.02 with respect to any twelve-or all Registrable Securities within any twelve (12) month period, or (ii) any ; provided that a 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 count against this limitation unless and until (i) the Demand Registration Statement relating thereto has been declared effective by the Commission, (iii) the Company has become complied with all of its obligations under this Agreement with respect thereto, and (iii) the Demand Registration Statement has remained effective under for the Securities Act and any of the Registrable Securities of the Holder included in Shelf Registration Effectiveness Period; provided, further, that if, after such Demand Registration Statement have actually has been sold thereunder and (ii) has remained effective for declared effective, an offering of Registrable Securities pursuant to a period of at least that specified in Section 5(a); provided, however, that if after any Demand Registration Statement requested pursuant to this Section 2 becomes effective, such Demand Registration Statement is subsequently interfered with by any stop order, injunction or other order or requirement injunction of the SEC Commission, federal or state court or any other governmental agency or court solely due to agency, then the actions or omissions to act of CRIC, such Demand Registration Statement shall be at deemed not to have been declared effective, unless and until, such stop order or injunction is removed, rescinded or otherwise terminated; provided, further, that the sole expense of CRIC and Company shall not be included as one of obligated or required to file another Demand Registration Statement until the Demand Registrations which may be requested pursuant Registration Statement that has been previously filed with respect to this Section 2a Demand Registration becomes effective or is subsequently terminated.

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 the Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC E-House effect a registration (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, CRIC E-House 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 E-House 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 E-House 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 E-House or any other security holder, including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”) holder 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 E-House 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 thirdsecond, any securities CRIC E-House proposes to register and any securities with respect to which any other security holder has requested registration. CRIC E-House shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b2.1(b). (c) Each of the E-House Holders and the Sina Holders, in each case, collectively, The Holder shall be entitled to an aggregate of three (3) registrations of Registrable Securities pursuant to this Section 22.1; provided, that a registration requested pursuant to this Section 2 2.1 shall not be deemed to have been effected for purposes of this Section 2(c2.1(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a2.4(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 E-House 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 CRICE-House. (d) Notwithstanding anything to the contrary contained herein, CRIC E-House shall not be required to prepare and file (i) more than one (1) Demand Registration Statements Statement 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 2.1 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(a2.4(a); provided, however, that if after any Demand Registration Statement requested pursuant to this Section 2 2.1 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 CRICE-House, such Demand Registration Statement shall be at the sole expense of CRIC E-House and shall not be included as one of the Demand Registrations which may be requested pursuant to this Section 22.1.

Demand Registration. (a) Following After the date that is one hundred and eighty (180) days after the date hereof Lockup Expiration Date and upon receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC the Company effect a registration (a “Demand Registration”) under the Securities Act covering all or part at least 200,000 ordinary shares of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which registration is requested and requested, the intended method or methods of distribution thereof, CRIC shall use its best efforts toCompany shall, as soon as reasonably practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 5 below) after receipt of such written request, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that CRIC the Company 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 the Company and the Exercising such Holder that, in its reasonable opinion, the number of Registrable Securities securities requested to be included in the Demand Registration (including securities to be sold by CRIC the Company 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 within an acceptable price at which such securities can be sold (the “Maximum Offering Size” )range, then CRIC the Company shall include in such Demand Registration, up to the Maximum Offering Size, Registration first, the Registrable Securities the Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising such Holder proposes to register, and thirdsecond, any securities CRIC the Company proposes to register and any securities with respect to which any other security holder has requested registration. CRIC The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b3(b). (c) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three two (32) registrations of Registrable Securities pursuant to this Section 23; provided, that a registration requested pursuant to this Section 2 3 shall not be deemed to have been effected for purposes of this Section 2(c3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a6(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 the Company shall not be required to prepare and file (i) more than one two (12) Demand Registration Statements in any twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty ninety (18090) 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 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.

Demand Registration. (ai) Following If the date that is one hundred and eighty Company shall be requested in writing by holders (180the “Holders”) days after the date hereof and upon receipt of a written request from a Holder (such Holder, together with its Affiliates, majority of the “Exercising Holder”) requesting that CRIC effect Registrable Securities to file a registration statement for Registrable Securities having an aggregate offering price to the public of not less than US$15,000,000 under the Securities Act (a “Demand RegistrationNotice”) under in accordance with this Section 2(a), then the Company shall use best efforts to effect such a registration statement. Upon receipt of a Demand Notice, the Company shall, within 10 days, give written notice of such proposed registration to all Holders and shall offer to include in such proposed registration any Registrable Securities Act covering all or part requested to be included in such proposed registration by such Holders who respond in writing to the Company’s notice within 30 days after delivery of the Registrable Securities, and such notice (which notice response shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, CRIC proposed to be included in such registration). The Company shall promptly use its best efforts to, to effect such registration as soon as reasonably practicablepracticable on an appropriate form, after receipt of such written requestincluding Form S-2 or S-3, file with if available, under the SEC and use its best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all Securities Act of the Registrable Securities that CRIC which the Company has been so requested to register for saleregister; provided, however, that the Company shall not be obligated to effect any registration under the extent required to permit Securities Act in the disposition following circumstances: (in accordance with A) after the intended method or methods Company has already filed two registration statements initiated by the Holders of distribution thereof) of the Registrable Securities so registeredpursuant to this Section 2(a); or (B) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Registrable Securities are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (bii) If the Demand Registration relates Holders requesting to be included in a registration pursuant to this Section 2(a) so elect, the offering of such Registrable Securities pursuant to such registration shall be in the form of an underwritten public offering and offering. The Holders of a majority of 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 such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Demand Registration (including securities Company to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be sold by CRIC or any other security holder, including any Holders other than used in connection with 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 shall also be sold (the “Maximum Offering Size” ), then CRIC shall include in such Demand Registration, up reasonably acceptable 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)Company. (ciii) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled With respect to an aggregate of three (3) registrations of Registrable Securities any registration pursuant to this Section 2; provided2(a), 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 Company may include 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)Common Stock; provided, however, that if after the managing underwriter advises the Company that the inclusion of all Registrable Securities and Common Stock requested to be included by the Company in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Securities and Common Stock proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Securities shall be included, pro rata among the participating Holders based upon the number of Registrable Securities held by such Holders at the time of such registration; and (B) second, Common Stock requested to be included by the Company. (iv) At any Demand Registration Statement requested pursuant to this Section 2 time before the registration statement covering Registrable Securities becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement Holders of a majority of the SEC Registrable Securities requested to be included in such registration may request the Company to withdraw or other governmental agency not to file the registration statement. In that event, if such request of withdrawal shall have been caused by, or court solely due to made in response to, a material adverse effect or change in the actions Company’s financial condition, operations, business or omissions to act of CRICprospects, such Demand Registration Statement shall be at the sole expense Holders of CRIC and Registrable Securities shall not be included as deemed to have used one of the Demand Registrations which may be requested pursuant to their demand registration rights under this Section 22(a).

Demand Registration. (a) Following Upon the date that is one hundred and eighty (180) days after the date hereof and upon receipt of a written request from time to time (a Holder (such Holder, together with its Affiliates, the “Exercising HolderRequest”) requesting that CRIC effect a registration of any of the Blackstone Entities (a “Demand RegistrationParty”) that the Company effect the registration under the Securities Act covering of all or part of the Registrable Securities, and which notice shall specify the number of such Demand Party’s Registrable Securities for which registration is requested and specifying the amount and intended method or methods of distribution disposition thereof, CRIC shall the Company will promptly give written notice of such requested registration to the other Shareholders and, as expeditiously as possible, use its best efforts to, as soon as reasonably practicable, after receipt of such written request, file with the SEC and use its reasonable best efforts to cause to be declared effective, a effect the registration statement under the Securities Act of: (a “Demand Registration Statement”1) relating to all of the such Registrable Securities that CRIC which the Company has been so requested to register for sale, to by the extent required to permit the disposition Demand Party; and (in accordance with the intended method or methods of distribution thereof2) of the Registrable Securities so registeredof other Shareholders which the Company has been requested to register by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such securities). The Demand Party shall have the right to select the managing underwriter or underwriters to administer the offerings covered by its Requests. (b) If the Demand Registration relates a requested registration pursuant to this Section 2.2 involves an underwritten public offering and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder Company in writing that, in its reasonable opinion, the number of securities requested to be included in such registration exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: (i) first, the number of Registrable Securities requested to be included in such registration by the Demand Registration Shareholders, which number shall be allocated pro rata among all such requesting Shareholders based on the relative number of Registrable Securities then held by each such requesting Shareholder; (ii) second, the number of securities of the Company requested to be registered by holders of securities (including any Employee Stockholders) having equivalent rights under similar agreements (including the Employee Stockholders’ Agreement); and (iii) third, the number of securities of the Company proposed to be sold by CRIC or any other security holderthe Company, 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)if any. (c) Each of the E-House Holders If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the Sina Holdersmanaging underwriter advises the Company that, in each caseits opinion, collectivelycertain disclosure is of material importance to the success of such proposed offering, then the Company shall cooperate with the managing underwriter to provide such disclosure. The Company agrees to include in any registration statement all information which, in the reasonable view of counsel to the underwriters (if any) or Designated Counsel, is required to be included. (d) The Demand Party shall be entitled permitted to request that any registration under this Section 2.2 be made under Rule 415 under the Securities Act (the “Shelf Registration”). The Company shall use its commercially reasonable efforts to effect such Shelf Registration and to keep it continuously effective until such date on which there are no Registrable Securities covered by such registration. During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by the Demand Party or an aggregate underwriter of three Registrable Securities to be sold pursuant thereto, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. (3e) registrations The Company will pay all Registration Expenses in connection with each registration 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 CRIC2.2. (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 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.

Demand Registration. (a) Following the date that is one hundred and eighty (180) Commencing 120 days after the date hereof Closing Date, each Holder shall have the right, subject to the terms of this Agreement, to require the Company to register for offer and upon receipt sale under the Securities Act all or a portion of a written request from a the Registrable Securities then owned by such Holder subject to the requirements and limitations in this Section 5.1. In order to exercise such right, the Holder (such Holder, together with its Affiliates, the “Exercising Demanding Holder”) must give written notice to the Company (a “Demand Notice”) requesting that CRIC effect a registration (a “Demand Registration”) the Company register under the Securities Act covering all or part of the Registrable Securities, offer and which notice shall specify the number sale of Registrable Securities for which registration (i) having a market value on the date the Demand Notice is requested and received (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 StatementDate”) relating of at least $500 million based on the then prevailing market price, or (ii) representing at least 10% of the outstanding Common Stock (on a fully diluted basis) or (iii) as to Vivendi and its Controlled Affiliates, representing all of the Registrable Securities then held by Vivendi and its Controlled Affiliates. Upon receipt of the Demand Notice, the Company shall (i) promptly notify the other Holders, as well as any other Person that CRIC has been so requested is entitled to register for salesell securities pursuant to such Registration and this Agreement, of the receipt of such Demand Notice, (ii) prepare and file with the Commission as soon as practicable and in no event later than 90 days after the Demand Date a Demand Registration Statement relating to the extent required offer and sale of the Applicable Securities on any available form agreed to permit by the disposition Demanding Holder and the Company for which the Company then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. The Company shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (i) one year (in accordance with the intended method case of a shelf Demand Registration Statement) or methods 60 days (in the case of distribution thereofany other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such time as all of the Registrable Applicable Securities so registeredhave been disposed of by the Electing Holders. (b) If The Company shall have the right to postpone (or, if necessary or advisable, withdraw) the filing, or to delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration relates Statement if a majority of the Independent Directors (as defined in the Company’s bylaws) of the Company determines in good faith that the sale of Registrable Securities covered by such Registration Statement (i) would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its Subsidiaries, (ii) would require disclosure of any event or condition that such directors determine would be disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time, or (iii) would otherwise be materially detrimental to the Company and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a copy of a resolution of the such Independent Directors setting forth such determination; provided, however, that no single postponement shall exceed 120 days in the aggregate. The Company shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 5.1, the Company shall not be obligated to take any action under this Section 5.1: (i) with respect to more than four (4) Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be included therein; or (ii) with respect to more than two (2) Demand Registration Statements which have become and remained effective as required by this Agreement in a twenty-four month period. (d) The Company may include in any registration requested pursuant to Section 5.1(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten public offering and offering, if the managing underwriter of such proposed public offering advises CRIC the Company and the Exercising Holder that, Electing Holders that in its reasonable opinion, good faith view the number of Registrable Securities 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”) registered exceeds the largest maximum number of securities which reasonably can be sold in such offering without having a material adverse effect on such materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, including the price at which such securities can be sold (the “Maximum Offering Size” Number”), then CRIC the Company shall include such Maximum Number in such Demand Registration, up to the Maximum Offering Size, Registration Statement as follows: (i) first, the Registrable Applicable Securities requested to be registered by the Exercising Holder proposes to registerDemanding Holder, (ii) second, the Registrable Applicable Securities requested to be included by any Non-Exercising Holder proposes to registerother Electing Holders, and if any, (iii) third, any securities CRIC proposes proposed to register be included by the Company and (iv) fourth, any other securities with respect requested to be included in such Registration Statement. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which any securities are sold to a broker-dealer or 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)financial institution or group thereof for resale by them to investors. (ce) Each of The Demanding Holder shall have the E-House Holders and the Sina Holders, right to withdraw its Demand Notice (in each case, collectively, which case such Demand Notice 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 never to have been effected given for purposes of this Section 2(c5.1(a) unless or Section 5.1(c)) (i) it at any time prior to the time the Demand Registration Statement has been declared or becomes effective if the Demanding Holder reimburses the Company for the reasonable out-of-pocket expenses incurred by the SECit prior to such withdrawal in effecting such Registration, (ii) it has remained effective for upon the period set forth in Section 5(a) and (iii) issuance by the offering Commission or any court or other governmental agency or authority of Registrable Securities pursuant to such registration is not subject to any a stop order, injunction or other order which prohibits or requirement of interferes with such Registration, (iii) if the SEC; provided, however, that conditions to closing specified 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 purchase agreement or underwriting agreement entered into in connection with such revoked Demand Registration within seven (7) days registration are not satisfied other than as a result of written request therefor default 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 periodDemanding Holder, or (iiiv) if the Company exercises any of its rights under Section 5.1(b) of this Agreement. If the Holders withdraw a 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 Notice pursuant to this Section 2 5.1(e) and the Company nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then the Holders shall not be deemed entitled to have been effected unless participate in such Registration pursuant to Section 5.2 hereof, but in such case the Demand Intended Offering Notice must be given to the Holders at least 10 business days prior to the anticipated filing date of the Registration Statement relating thereto and the Holders shall be required to give the Piggyback Notice no later than five business days after the Company’s delivery of such Intended Offering Notice. (if) has become effective under the Securities Act and If 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 if after any Demand Registration Statement requested pursuant to this Section 2 becomes effective5.1 shall relate to an underwritten offering, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement each of the SEC or other governmental agency or court solely due Demanding Holder and the Company shall select a joint lead managing underwriter reasonably acceptable to the actions or omissions to act of CRICother party, such Demand Registration Statement shall be at the sole expense of CRIC and which consent shall not be included as one unreasonably withheld, conditioned or delayed, and the right of any other Holder to participate therein shall be conditioned upon such Holder’s participation in the Demand Registrations which may be requested pursuant to underwriting agreements and arrangements required by this Section 2Agreement.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days If at any time after the six month anniversary date hereof and upon receipt of this Agreement, Micron shall receive from TI a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”"DEMAND REQUEST") that Micron register on Form S-3 under the Securities Act covering all (or part if such form is not available, any registration statement form then available to Micron) Registrable Securities equal to at least two percent (2%) of the Registrable SecuritiesVoting Securities of Micron outstanding on the date of such Demand Request, and which notice then Micron shall specify use commercially reasonable efforts to cause 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, specified in such Demand Request (THE "DEMAND REGISTRABLE SECURITIES") to be registered as soon as reasonably practicablepracticable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such written request, file with the SEC and use its best efforts to cause to be declared effectiveDemand Request, a registration statement (a “Demand Registration Statement”"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 effect 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 each such Demand Request shall: (i) specify the event the Exercising Holder revokes a number of Demand Registration request Registrable Securities intended to be offered and sold by TI pursuant thereto (which revocation may only number of Demand Registrable Securities shall not be made prior to CRIC requesting acceleration of effectiveness less than two percent (2%) of the registration statementVoting Securities of Micron outstanding on the date of such Demand Request); (ii) then express the present intention of TI to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration shall count as having been effected unless Statement, (iii) describe the Exercising Holder pays all Registration Expenses in connection with nature or method of distribution of such revoked Demand Registration within seven (7) days of written request therefor by CRIC. (d) Notwithstanding anything Registrable Securities pursuant 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 such Demand Registration Statement within one hundred (including, in particular, whether TI plans to effect such distribution by means of an underwritten offering); and eighty (180iv) days following contain the undertaking of TI to provide all such information and materials and take all such actions as may be required in order to permit Micron to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of effectiveness of any other such Demand Registration Statement. (eb) A The procedures to be followed by Micron and TI, and the respective rights and obligations of Micron and TI, with respect to the preparation, filing and effectiveness of Demand Registration requested Statements and the distribution of Demand Registrable Securities pursuant to Demand Registration Statements under 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 4.1 are set forth in Section 5(a); provided, however, that 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 24.4 hereof.

Demand Registration. (ai) Following the date that is one hundred and eighty (180) days after the date hereof and upon receipt The holders of a written request from a Holder majority of the then-outstanding Registrable Securities (such Holderthe “Initiating Holders”) shall have the right to require the Company to effect registrations of the Registrable Securities on Form S-1 (or successor form thereto promulgated by the SEC) under the Securities Act and, together with its Affiliates(ii) if available, the “Exercising Holder”holders of at least 20% or more of the total number of Registrable Securities then outstanding will have the right to require the Company to file registrations having a proposed aggregate offering price of not less than $500,000 in each such registration on Form S-3 (or successor form thereto promulgated by the SEC) requesting that CRIC effect a registration under the Securities Act (any such registration, a “Demand Registration”) under ); provided that the Securities Act covering all or part of the Registrable Securities, and 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 Company shall not be required to prepare and file (i) a registration statement on Form S-3 pursuant to such demand registration rights more than once in any twelve (12) month period. Upon receipt of any request for a Demand Registration, the Company shall give prompt written notice of such request to each Reg Rights Holder, and shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the delivery of the Company’s notice. (ii) If other securities are included in any Demand Registration that is not an underwritten offering, all Registrable Securities included in such offering shall be sold prior to the sale of any such other securities. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company that in its opinion the number of securities to be included exceeds the number of securities which can be sold in such offering without adversely affecting the marketability thereof, any Shares to be sold by the Company in such offering shall have priority, and the number of Registrable Securities to be included in such registration shall be reduced on a pro rata basis based on the percentage of the Shares to be included in such registration held by each Reg Rights Holder (or former holder as the case may be); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities of the Company other than Registrable Securities are first entirely excluded from such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Company shall have the right to select the investment banker(s) and manager(s) to administer any Demand Registration that is an underwritten offering, subject to the approval of the holders of a majority of the Registrable Securities to be included in such Demand Registration. If, as a result of inclusion of Shares in any Demand Registration, the holders of the Registrable Securities are unable to sell at least 90% of the Registrable Securities requested to be included in such registration, such registration shall not count as one of the Demand Registrations afforded the holders of Registrable Securities under this Section 7(a). (iv) The Company shall not be required to effect a registration pursuant to this Section 7(a): (A) prior to the earlier of (1) Demand Registration Statements in any twelve-month periodthe third anniversary of the date of this Agreement, or (ii2) any Demand Registration Statement within one one-hundred and eighty (180) days following the effective date of effectiveness the registration statement pertaining to the Company’s first firm commitment underwritten public offering of any other Registration Statement.its Common Shares registered under the Securities Act (the “Initial Offering”); (eB) A Demand Registration requested after the Company has effected two (2) registrations pursuant to this Section 2 shall not be deemed to 7(a), and such registrations have been effected unless declared or ordered effective; (C) if the Demand Registration Statement relating thereto (i) has become effective under Reg Rights Holders, together with the Securities Act and holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five million dollars ($5,000,000); (D) during the Holder included in such Demand period starting with the date of filing of, and ending on the date ninety (90) days following the effective date of a non-Initial Offering registration statement, other than pursuant to a Special Registration Statement have actually been sold thereunder and (ii) has remained effective for a period of at least that specified in Section 5(a)Statement; provided, however, that the Company makes a reasonable good faith effort to effect such registration as soon thereafter as practicable; (E) if after any Demand within thirty (30) days of receipt of a written request from the Reg Rights Holders pursuant to Section 7(a)(i), the Company gives notice to the Reg Rights Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement requested Statement, within sixty (60) days of the time of request; or (F) if the Company shall furnish to the Reg Rights Holders requesting a registration statement pursuant to this Section 2 becomes effective7(a), such Demand Registration Statement is interfered with a certificate signed by any stop order, injunction or other order or requirement the Chairman of the SEC or other governmental agency or court solely due Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the actions or omissions Company and its stockholders for such registration statement to act be effected at such time, in which event the Company shall have the right to defer such filing for a period of CRICnot more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such Demand Registration Statement right to delay a request shall be at exercised by the sole expense Company not more than once in any twelve (12) month period. A registration shall be counted for purposes this Section 7(a)(iv) only if (x) not less than seventy-five percent (75%) of CRIC and shall not all Registrable Securities requested to be included in such registration are included in such registration, and (y) such registration statement has been declared effective by the SEC (unless the Reg Rights Holders initiating such registration withdraw their request for such registration (other than as one a result of information concerning the business or financial condition of the Demand Registrations Company which may be requested is made known to the Reg Rights Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to this Section 27(c).

Demand Registration. (a) Following the date that is one hundred and eighty (180) At any time commencing at least 365 days after the effective date hereof and upon of any registration statement covering the IPO, after receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC CAM effect a registration (a “"Demand Registration”") under the Securities Act covering all or part of the Registrable Securities, and Securities held by such Holder which notice shall specify the number of Registrable Securities for which registration is requested and specifies the intended method or methods of distribution disposition thereof, CRIC CAM shall use promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its best efforts torights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as soon expeditiously as reasonably practicableis possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of such a written requestrequest for a Demand Registration, file with the SEC Commission and use its best commercially reasonable efforts to cause to be declared effective, a registration statement (a “"Demand Registration Statement”") relating to all shares of the Registrable Securities that CRIC which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made. (b) If the majority of the Participating Demand Holders in a Demand Registration relates relating to an underwritten a public offering so request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 12 below and the such managing underwriter of such proposed public offering Demand Registration advises CRIC and the Exercising Holder CAM in writing that, in its reasonable opinion, the number of Registrable Securities requested securities to be included in the Demand Registration (including securities to be sold by CRIC or any other security holder, including any Holders other such offering is greater than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest total number of securities which reasonably can be sold in such offering therein without having a material adverse effect on such offering, including the price at which distribution of such securities can be sold or otherwise having a material adverse effect on the marketability thereof (the “"Maximum Offering Size” Number of Securities"), then CRIC CAM shall include in such Demand Registration, up to the Maximum Offering Size, first, Registration the Registrable Securities that the Exercising Holder proposes Participating Demand Holders have requested to registerbe registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, secondthe number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a pro rata basis (based on the number of Registrable Securities held by each Participating Demand Holder). If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, CAM may include in such Registration any other securities of CAM and other securities held by other security holders of CAM, as CAM may in its discretion determine or be obligated to allow, in an amount which together with 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 included in such Demand Registration shall not hereafter enter into any agreement which is inconsistent with exceed the rights Maximum Number of priority provided in this Section 2(b)Securities. (c) Each Any Demand Registration Statement may be required by Participating Demand Holders constituting a majority of the E-House Registrable Securities to be in an appropriate form under the Securities Act (a "Shelf Registration Statement") relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Shelf Registration Statement shall require the use of two Demand for Registration requests. (d) Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three (3) 15 registrations of Registrable Securities pursuant to this Section 22 (each, a "Demand for Registration"); provided, that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(c2(d) unless (i) it a Registration Statement relating thereto has been declared effective by the SECCommission, (ii) it has remained effective for the period set forth in Section 5(a), (iii) CAM shall have complied with the provisions of Sections 2(a), 2(b) and 2(c), without giving effect to the proviso in Section 2(a) and (iiiiv) the offering of Registrable Securities pursuant to such registration Registration Statement is not subject to any stop order, injunction or other order or requirement of the SEC; providedCommission (other than any such stop order, howeverinjunction, 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 or other requirement 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 Commission prompted by act or omission of written request therefor by CRICHolders of Registrable Securities). (de) Notwithstanding anything to the contrary contained herein, CRIC CAM shall not be required to prepare and file (i) more than one (1) two 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 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.

Demand Registration. (a) Following If at any time the date that is one hundred and eighty (180) days after the date hereof and upon receipt of Company shall receive a written request from (a Holder (such Holder, together with its Affiliates, the “Exercising HolderDemand Notice”) requesting from Medley Group that CRIC the Company effect a the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), specifying the information set forth under Section 2.5(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.2, the registration under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which Medley Group has requested registration is requested and the intended method or methods of distribution thereofunder this Section 2.2, 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 necessary to permit the disposition (in accordance with the intended method or methods of distribution thereofthereof as aforesaid) of the Registrable Securities so to be registered. (b) At any time prior to the effective date of the registration statement relating to such registration, Medley Group may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If the Demand Registration relates to an underwritten public offering and the sole or managing underwriter of such proposed public offering a Demand Registration advises CRIC and the Exercising Holder that, Company that in its reasonable opinion, opinion the number of Registrable Securities and other 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 Registrable Securities and other securities which reasonably can be sold in such offering without having a material adverse effect on such offeringadversely affecting the distribution of the securities being offered, including the price at which that will be paid in such securities can be sold offering or the marketability thereof (the “Maximum Offering Size” ”), then CRIC the Company shall include in such Demand Registrationregistration, in the priority listed below, up to the Maximum Offering Size, : (i) first, the all Registrable Securities requested to be registered in the Exercising Holder proposes Demand Registration by Medley Group (allocated, if necessary for the offering not to registerexceed the Maximum Offering Size, in such proportions as shall be determined by Medley Group); (ii) second, the Registrable Securities any Non-Exercising Holder proposes to register, and third, any securities CRIC proposes proposed to register be registered by the Company for its own account and any securities with respect entitled to which any other security holder has Other Registration Rights requested registration. CRIC shall not hereafter enter into any agreement which is inconsistent with to be registered by the rights of priority provided in this Section 2(b). (c) Each of holders thereof, ratably among the E-House Holders Company and the Sina Holdersholders of such Other Registration Rights, in each casebased (A) as between the Company and the holders of such Other Registration Rights, collectivelyon the respective amounts of securities requested to be registered, 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 (iiiB) as among the offering holders of Registrable Securities pursuant such Other Registration Rights, on the respective amounts of securities subject 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 Other Registration request (which revocation may only be made prior to CRIC requesting acceleration of effectiveness of the registration statement) then Rights held by each 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 CRICholder. (d) Notwithstanding anything Upon notice to Medley Group, the contrary contained herein, CRIC shall Company may postpone effecting a registration pursuant to this Section 2.2 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be required to prepare and file extended or renewed), if (i) more than one (1) Demand Registration Statements the Board shall determine in any twelve-month period, good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) any Demand Registration Statement within one hundred and eighty (180) days following the date Company is in possession of effectiveness material non-public information the disclosure of any other Registration Statement. (e) A Demand Registration requested pursuant to this Section 2 shall which during the period specified in such notice the Board believes in good faith would not be deemed to have been effected unless in the Demand Registration Statement relating thereto (i) has become effective under the Securities Act and any best interests 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 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 2Company.

Demand Registration. (a) Following The Holders shall have the date that is one hundred and eighty (180) days right after the date hereof and upon receipt of IPO Date to request in writing (a written request from a Holder (such Holder, together with its Affiliates, the “Exercising HolderRequest”) requesting (which request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if Covisint is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that CRIC effect a registration Covisint register such portion of such Holders’ Registrable Securities as shall be specified in the Request (a “Demand Registration”) under by filing with the Securities Act covering all or part of the Registrable Securities, and 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 toCommission, as soon as reasonably practicablepracticable thereafter, but not later than the 45th day (or the 75th day if the applicable registration form is other than Form S-3) after the receipt of such written request, file with the SEC and use its best efforts to cause to be declared effectivea Request by Covisint, a registration statement (a “Demand Registration Statement”) relating covering such Registrable Securities, and Covisint shall use commercially reasonable efforts to have such Demand Registration Statement become effective with the Commission concurrently with filing or as soon as practicable thereafter, but in no event later than the 90th day (or the 105th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, and, subject to Section 2.4, to keep such Demand Registration Statement Continuously Effective for a period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities that CRIC has covered by such Demand Registration Statement shall have been so requested to register for salesold pursuant thereto), including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the extent Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to permit the disposition registration form used by Covisint for such Demand Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the case of an Underwritten Offering, and subject to Section 2.4, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in accordance with the intended method or methods judgment of distribution thereof) of counsel to the Registrable Securities so registeredunderwriters, any prospectus delivery requirements imposed by applicable law. (b) If Covisint shall not be obligated to effect more than two (2) Demand Registrations in any calendar year. For purposes of the preceding sentence, a 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 (and, therefore, not requested for purposes of this Section 2(cparagraph (a) unless above), (i) it unless a Demand Registration Statement with respect thereto has been declared effective by the SECbecome effective, (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 if after 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 if after any Demand Registration Statement requested pursuant to this Section 2 becomes become effective, such Demand Registration Statement the offer, sale or distribution of Registrable Securities thereunder is interfered with prevented by any stop order, injunction or other order or requirement of the SEC Commission or other governmental agency or court solely due for any reason not attributable to any Holder and such effect is not thereafter eliminated or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of a failure on the part of any Holder. If Covisint shall have complied with its obligations under ARTICLE II, a right to a Demand Registration pursuant to this Section 2.1 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold to the actions underwriters or omissions distributed pursuant to act the Demand Registration Statement and (y) the date as of CRIC, which such Demand Registration Statement shall have been effective for an aggregate period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the effectiveness of such Demand Registration Statement. (c) Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of Covisint, and shall specify the number of Registrable Securities to be registered (which shall be not less than the lesser of (x) five percent (5%) of the total number of Registrable Securities outstanding or (y) the remaining balance of the Registrable Securities then held by the Holders). (d) Each Holder shall be permitted to withdraw all or, subject to compliance with the parenthetical in Section 2.1(c) above, part of such Holder’s Registrable Securities from a Demand Registration at any time prior to the sole expense effective date thereof and each Holder shall have the right to withdraw such Holder’s Request at any time prior to the execution of CRIC an underwriting agreement with respect thereto by giving written notice to Covisint of such Holder’s request to withdraw. (e) Covisint may not include in a Demand Registration pursuant to this Section 2.1 shares of Covisint Capital Stock for the account of Covisint or any Subsidiary of Covisint, but, if and to the extent required by a contractual obligation, may, subject to compliance with Section 2.1(f), include shares of Covisint Capital Stock for the account of any other Person who holds shares of Covisint Capital Stock entitled to be included therein; provided, however, that if the Underwriters’ Representative of any offering described in this Section 2.1 shall have informed Covisint in writing that in its judgment there is a Maximum Number of shares of Covisint Capital Stock that all Holders and any other Persons desiring to participate in such Demand Registration may include in such offering, then Covisint shall include in such Demand Registration: (i) first, the number of securities that such underwriters advise can be so sold without materially and adversely affecting the success or pricing of such offering, allocated pro rata among the Holders, if necessary, on the basis of the number of Registrable Securities required to be included therein by each such Holder, and (ii) second, such additional number of securities that such underwriters advise can be so sold without materially and adversely affecting the success or pricing of such offering, allocated pro rata among any other Person who holds shares of Covisint Capital Stock entitled to be included therein, on the basis of the number of shares of Capital Stock requested to be included in such offering by such other Person. (f) No Holder may participate in any Underwritten Offering under this Section 2.1 and no other Person shall be permitted to participate in any such offering pursuant to this Section 2.1 unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under this Section 2.1, each participating Holder and Covisint and, except in the case of a Rule 415 Offering hereof, each other Person shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefits of the underwriters; provided that the Holders shall not be required to make representations and warranties with respect to Covisint or their business and operations and shall not be included required to agree to any indemnity or contribution provisions less favorable to them than as one of the Demand Registrations which may be requested pursuant to this Section 2are set forth herein.

Demand Registration. (a) Following At any time 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 AffiliatesEffective Date, the “Exercising Holder”) requesting that CRIC effect a registration Selling Shareholder shall have the right to request in writing (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice request shall specify the number of Registrable Securities for which registration is requested intended to be disposed of and the intended method or methods of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt ) that the Company register any and all of such written request, file the Selling Shareholder’s Registrable Securities by filing with the SEC and use its best efforts to cause to be declared effective, a registration statement covering such Registrable Securities (a “Demand Registration Statement”) relating ). Upon the receipt of such a request, the Company shall, not later than the 45th calendar day after the receipt of such a request, cause to all be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities that CRIC which the Company has been so requested to register for saleby the Selling Shareholder, to the extent required necessary to permit the disposition (of such Registrable Securities in accordance with the intended method or methods of distribution thereofthereof specified in such request, and shall use its best efforts to have such Demand Registration Statement declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the 75th calendar day after the receipt of such a request) of and to keep such Demand Registration Statement continuously effective for 120 calendar days following the date on which such Demand Registration Statement is declared effective by the SEC or has otherwise become effective or such shorter period terminating when all the Registrable Securities so registeredcovered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). (b) If the A Demand Registration relates Statement shall be deemed not to an underwritten public offering have become effective (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, related registration 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 deemed not be deemed to have been effected for purposes of this Section 2(ceffected) unless (i) it has been declared effective by the SEC, (ii) it has remained SEC or otherwise becomes effective for as provided by 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 SECAct; provided, however, that in if, after it has been declared (or becomes) effective, 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 offering of any other Registration Statement. (e) A Demand Registration requested Registrable Securities 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 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 any other governmental agency or court solely due (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied in writing to the actions or omissions to act of CRIC, Company for inclusion therein by the Selling Shareholder) such Demand Registration Statement shall be deemed not to have become effective. (c) The Selling Shareholder may only make five demands under Section 2(a). Any demand by the Selling Shareholder under Section 2(a) shall be for the registration of at least (i) 5% of the total number of Common Shares of the Company outstanding at the sole expense of CRIC time such demand is made; and shall not be (ii) the aggregate public offering price for the Registrable Securities included as one in such demand (based on the closing sale price of the Common Shares on the NYSE, or such other exchange or market on which the Common Shares are principally listed or quoted, if the Common Shares cease to be listed on the NYSE, on the last trading day prior to the delivery of the request) shall be at least $250,000,000. (d) If the Selling Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registrations Registration Statement filed under this Section 2, the underwriter(s), including the managing underwriter(s), shall be selected by the Selling Shareholder, which may underwriter(s) and managing underwriter(s) shall be requested reasonably satisfactory to the Company. (e) No other Person, including the Company or any subsidiary of the Company, shall be permitted to offer securities under any Demand Registration Statement filed pursuant to this Section 22 unless the Selling Shareholder consents in writing.

Demand Registration. (a) Following If at any time following the date that is one hundred and eighty (180) days after third anniversary of the date hereof and upon receipt of IPO Date, Lazard Ltd shall receive a written request (a “Demand Notice”) from a Holder Covered Person or group of Covered Persons (such Holder, together with its Affiliates, the a “Exercising HolderDemand Requesting Covered Person”) requesting that CRIC Lazard Ltd effect a the registration under the Securities Act of all or any portion of such Covered Person’s Registrable Securities (including any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Demand Registration) representing Registrable Securities requested to be included in such registration equal to or in excess of the Minimum Demand Number (including, for purposes of calculating the Minimum Demand Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Demand Registration) as of the date on which the Demand Registration is made (a “Demand Registration”), specifying the intended method of disposition thereof, then Lazard Ltd shall use its reasonable best efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 4.2(d) and Section 4.3 and such Demand Requesting Covered Person’s compliance with its obligations under the other applicable provisions of this Article IV, the registration under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which such Demand Requesting Covered Person has requested registration is requested and the intended method or methods of distribution thereofunder this Section 4.2, 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 necessary to permit the disposition (in accordance with the intended method or methods of distribution thereofthereof as aforesaid) of the Registrable Securities so to be registered. . Upon the receipt of a Demand Notice, Lazard Ltd shall promptly give written notice to all other holders of Registrable Securities that such Demand Registration is to be effected. Lazard Ltd shall include in such Demand Registration such Registrable Securities for which it has received written requests by such other holders within fifteen (b15) If days after the delivery of the written notice to such other holders, and such other holders that submit such written requests for inclusion in the Demand Registration relates to an underwritten public offering and the managing underwriter of within such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, the number of Registrable Securities requested fifteen (15) day period shall be deemed to be included in the definition of “Demand Registration Requesting Covered Person” (including securities to be sold by CRIC or any other security holderprovided that, including any Holders other than for the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest number avoidance 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, firstdoubt, the Registrable Securities of such other holders shall not be included in 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 calculation of Minimum Demand Number with respect to which such Demand Registration). Notwithstanding the foregoing, any other security holder has requested registration. CRIC shall not hereafter enter into Demand Notice submitted during any agreement which is inconsistent with the rights “blackout” period of priority provided in this Section 2(b). (c) Each of the E-House Holders Lazard Ltd applicable to its directors 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 executive officers shall not be deemed to have been effected delivered until the first Business Day following the earlier to occur of the expiration of (x) such periods and (y) thirty (30) days following the beginning of any such period (and this restriction on submission of Demand Notices shall not be effective for purposes more than thirty (30) days in any ninety (90) day period). (b) At any time prior to the effective date of the registration statement relating to such registration, the Demand Requesting Covered Person may revoke such Demand Registration request by providing a notice to Lazard Ltd revoking such request. Lazard Group shall be liable for and pay all Registration Expenses in connection with any Demand Registration. Notwithstanding any other provisions of this Agreement to the contrary, (i) a Demand Requesting Covered Person shall be entitled to no more than one Demand Registration during any six-month period, and (ii) Lazard Ltd shall not be obligated to seek to declare or make effective any registration statement with respect to a Demand Registration in the event that an Annual Registration or Piggyback Registration (as defined below) had been available under this Article IV within the 180 days preceding the date of the Demand Notice; provided, that neither of the restrictions set forth in clauses (i) and (ii) shall restrict any Covered Person from submitting a Demand Notice requesting a Demand Registration that complies with the other provisions of this Section 2(c) unless 4.2 and the time period limitations set forth in clauses (i) it has been declared effective by the SEC, and (ii) it has remained effective for of this sentence. (c) A Demand Registration may, at the period set forth in Section 5(a) and (iii) the offering option of Registrable Securities pursuant to such registration is not subject to any stop orderLazard Ltd, injunction be conducted either as a Public Offering or other order or requirement of the SECas a shelf registration; provided, however, that in the event that (1) any Registrable Shares that first became eligible for participation in an Annual Registration at the Exercising Holder revokes most recent Annual Registration hereunder and were sought to be so registered and sold in such Annual Registration but were reduced as a result of the Maximum Offering Size in accordance with Section 4.1(b) shall continue to be unsold at such time (taking into account any prior Demand Registrations and Piggyback Registrations) and (2) the Board of Directors of LAZ-MD shall object to Lazard Ltd’s election of a Public Offering, Lazard Ltd shall conduct such Demand Registration as a shelf registration. Lazard Ltd shall have the right (but not the obligation) to register additional shares of Common Stock and other securities together with such Demand Registration. If a Demand Registration request (which revocation may only be made prior to CRIC requesting acceleration of effectiveness the seventh anniversary of the registration statement) then IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock required to be included in such Public Offering would adversely impact the offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering, provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If a Demand Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red ▇▇▇▇▇▇▇” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall count not have objected to such price range prior to the filing of such red ▇▇▇▇▇▇▇ registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares. In the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.2(c), Lazard Ltd shall include in such Public Offering, in the priority listed below, up to the applicable maximum number of shares to be included in such Public Offering as having been effected unless determined in the Exercising Holder pays immediately preceding two sentences: (i) first, all Registrable Securities requested to be registered in the Demand Registration Expenses in connection by the Demand Requesting Covered Persons according to the Covered Persons Priority; and (ii) second, any securities proposed to be registered by Lazard Ltd or any securities proposed to be registered for the account of any other persons (including under Section 4.3), with such revoked Demand Registration within seven (7) days of written request therefor priorities among them as Lazard Ltd shall determine or as is otherwise required by CRICSection 4.3. (d) Notwithstanding anything Upon notice to the contrary contained hereinDemand Requesting Covered Person, 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 Lazard Ltd may postpone effecting a registration pursuant to this Section 2 shall 4.1 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be deemed to have been effected unless the Demand Registration Statement relating thereto extended or renewed), if (i) has become effective under Lazard Ltd shall determine in good faith that effecting the Securities Act registration would materially and any adversely affect an offering of securities of such company the Registrable Securities preparation of the Holder included in such Demand Registration Statement have actually which had then been sold thereunder and commenced, (ii) has remained effective for a Lazard Ltd is in possession of material non-public information the disclosure of which during the period of at least that specified in Section 5(a); providedsuch notice Lazard Ltd believes in good faith would not be in the best interests of Lazard Ltd, howeveror (iii) an Annual Registration shall have commenced (or is reasonably expected to commence within 30 days of such Demand Registration) (it being understood that, that if after in lieu of any such Demand Registration, Lazard Ltd may elect to include any Demand Requesting Covered Person’s Registrable Securities subject to a Demand Registration Statement requested pursuant to hereunder with such Annual Registration in full satisfaction of its obligations under this Section 2 becomes effective, 4.2 with respect to 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 2Registration).

Demand Registration. (a) Following Subject to receipt by the date that is one hundred and eighty (180) days after Company of the date hereof and upon receipt audited financial statements of a written request from a Holder (such Holder▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. for the periods set forth in Section 4.2 of the Stock Purchase Agreement, together with its Affiliatesthe unqualified opinion of Stonefield ▇▇▇▇▇▇▇▇▇, Inc. (the "Audited Financial Statements"), at any time during the two (2) year period after the first year anniversary of the date of this Agreement, the “Exercising Holder”Majority Holder shall have the right, on one (1) requesting that CRIC effect a registration occasion only, exercisable by written notice to the Company (a “"Demand Registration”) under Registration Request"), to have the Company promptly prepare and file with the Securities Act covering all or part and Exchange Commission, in respect of the Registrable Securities, and which notice shall specify Securities held by 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 effectiveHolders, a registration statement (a “the "Demand Registration Statement”") relating so as to all permit a public offering and sale of the Registrable Securities Securities; provided however, that CRIC has been so requested the Company is then eligible 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 registeredSecurities. (b) If The Company and other stockholders may, at the Demand Registration relates to an underwritten public offering and the managing underwriter Company's discretion, have other shares of such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, the number of Registrable Securities requested to be Common Stock included in the Demand Registration (including securities to be sold by CRIC or any other security holderStatement, including any Holders other than provided that in 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, event that an underwriter for the Registrable Securities determines that the Exercising Holder proposes inclusion of the additional shares of Common Stock in the Demand Registration Statement would adversely affect its ability to register, second, sell the Registrable Securities any NonSecurities, then the shares of Common Stock proposed to be offered by the Company and such other stockholders shall be cut-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 back as requested registration. CRIC shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b)writing by such underwriter. (c) Each of The Company will use reasonable efforts to file the E-House Holders and Demand Registration Statement as expeditiously as reasonably possible, provided that nothing herein shall require the Sina HoldersCompany to undergo an audit, 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 than in the event the Exercising Holder revokes a Demand Registration request (which revocation may only be made prior to CRIC requesting acceleration ordinary course 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 CRICbusiness. (d) Notwithstanding anything any provision of this Section 1 to the contrary contained hereincontrary, CRIC shall not be required to prepare and file (i) more than one (1) if, at the time a Demand Registration Statements in any twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty (180) days following Request is given to the date of effectiveness of any other Registration Statement. (e) A Demand Registration requested pursuant to Company under this Section 2 shall not be deemed 1, the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and if in the opinion of counsel to have been effected unless the Company, the Demand Registration Statement relating would be required to include information concerning such transactions or the parties thereto which is not reasonably available at the time, the Company shall promptly inform the Holder by written notice of such circumstances (ia "Postponement Notice") has become effective under and, at the Securities Act and any Company's election to be set forth in the Postponement Notice, the filing of the Registrable Securities of the Holder included in such Demand Registration Statement have actually been sold thereunder may be postponed for one (and (iinot more than one) has remained effective for a period of at least that specified in Section 5(a); provided, however, that if after any not to exceed 90 days from the date on which the Demand Registration Statement requested pursuant Request is given to the Company under this Section 2 becomes effective, such Demand Registration Statement is interfered with by 1 (notwithstanding any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due provisions herein 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 2contrary).

Demand Registration. (a) Following the date that is one hundred On and eighty (180) days after the date hereof Registration Availability Date, the Securities Holder may make written request to the Company requesting that the Company register under the Securities Act all or any part of the issued and upon outstanding Registrable Securities, but such request may be made only after the Registrable Securities relating to such Shares have been issued (a “Demand Registration Request”). The Securities Holder is entitled to make a total of three Demand Registration Requests pursuant to this Agreement, but not more than one such request in any 12 month period. Upon receipt by the Company of a written valid Demand Registration Request, subject to the restrictions contained herein, the Company shall, in accordance with Article V below, (i) file a registration statement under the Securities Act with the Commission as promptly as practicable after receiving such request from to register under the Securities Act that number of Registrable Securities that has been issued and requested in the respective Demand Registration Request, or (ii) file with the Commission a prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) as promptly as practicable after receiving such request hereof to register such number of Registrable Securities, but, in each case, only to the extent that the Securities Holder (such Holder, together has complied with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration obligations under Section 7.1 below (each a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and 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 In the event that the Securities Purchase Agreement has been terminated pursuant to the terms thereof, the Securities Holder may make two written requests to the Company requesting that the Company register under the Securities Act the New Debt. The Company shall endeavor to register such New Debt in substantially the same manner as, and the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a Demand Registration relates of Shares, with such appropriate changes to an underwritten public offering and reflect the managing underwriter nature of such proposed public offering advises CRIC and the Exercising Holder thatsecurity registered, in its reasonable opinionas the parties hereto shall agree, 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)each acting reasonably. (c) Each From and after the Debt Securities Lock-Up End Date (as defined in the Securities Purchase Agreement), (or if the Securities Holder has not acquired all of the E-House Holders Additional Shares and the Sina HoldersNew Exchange Common Stock by April 23, in each case2013, collectively, shall be entitled to an aggregate from and after the earlier of three (3a) registrations of Registrable six months after the 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 Holder has been declared effective by issued all of the SEC, (ii) it has remained effective for Additional Shares and the period set forth in Section 5(a) New Exchanged Common Stock under the Securities Purchase Agreement and (iiib) such time after the offering Debt Securities Lock-Up End Date where the Securities Holder has agreed not to purchase any New Exchanged Common Stock or receive any Additional Shares for a period of Registrable six months), the 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 make three written request therefor by CRIC. (d) Notwithstanding anything requests 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 Company requesting that 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 Company register under the Securities Act the Rollover Notes and/or the Backstop Notes. The Company shall endeavor to register such Rollover Notes and/or Backstop Notes, as applicable, in substantially the same manner as, and any the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a Demand Registration of Shares, with such appropriate changes to reflect the nature of the Registrable Securities of security registered, as 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); providedparties hereto shall agree, however, that 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 2each acting reasonably.

Demand Registration. (a) Following Commencing 30 days following the date that is one hundred and eighty (180) days after the date hereof and upon receipt Effective Date, any Holder of Registrable Securities may make a written request from a Holder (such Holder, together with its Affiliates, substantially in the “Exercising Holder”) requesting that CRIC effect a form of Annex A hereto for registration (a “Demand Registration”) under the Securities Act covering of all or part of the Registrable Securities, and which notice shall specify the number of its or their 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"); provided that the Issuer shall not be obligated to effect (i) any Demand Registration, except for the first Demand Registration Statement”) relating to all hereunder, unless the aggregate market value of the Registrable Securities that CRIC has been so covered by such written requests (calculated as of a recent date as determined by the Issuer) is at least $50,000,000, (ii) more than one Demand Registration in any 6-month period, (iii) more than three Demand Registrations requested to register for saleby Appaloosa and more than two Demand Registrations requested by Holders other than Appaloosa, to (iv) any Demand Registration within 3 months of a previous registration in which the extent required to permit the disposition (in accordance with the intended method or methods holders of distribution thereof) of the Registrable Securities so registered. (b) If the Demand Registration relates were given piggyback rights pursuant to an underwritten public offering Section 2.3 and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, which there was no reduction in the number of Registrable Securities requested to be included in the or (v) any Demand Registration (including securities at a time when doing so would be in violation of Section 5.3(b) of the Preferred Registration Rights Agreement. Each such request will specify the number of Registrable Securities proposed to be sold by CRIC or and will also specify the intended method of disposition thereof and may specify the book-running managing Underwriter and any additional investment bankers and managers to be used in connection with an underwritten offering. Promptly after receipt of requests for the registration of Registrable Securities with an aggregate market value of at least $50,000,000 (determined as aforesaid) or, in the case of the first Demand Registration hereunder, promptly after the receipt of a request for the registration of Registrable Securities, the Issuer will give written notice of such registration request to all other security holder, including any Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the Issuer has received a written request for inclusion therein within 30 calendar days after written notice has been mailed. Each such request will also specify the number of Registrable Securities to be registered and the intended method of disposition thereof. The registration statement to be filed pursuant to a Demand Registration shall not include securities being sold for the account of other persons and entities (other than securities being sold for the Exercising Holder account of other persons and entities pursuant to the piggy-back registration rights provisions of the Preferred Registration Rights Agreement) or for the account of the Issuer, unless the Holders of a majority of the Registrable Securities to be included in such Demand Registration consent in writing thereto. (b) A registration will not count as a Demand Registration until it has become effective and remains effective for not less than 90 days or such Holdersshorter period as is required for all of the Registrable Securities so registered to be sold unless such Demand Registration has not become effective due solely to the fault of, or is terminated at the request of, the “Non-Exercising requesting Holders”. (c) exceeds If the largest number Holders of securities which reasonably can a majority of the Registrable Securities to be sold registered in a Demand Registration so elect, the offering of such offering without having Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. Unless otherwise specified by the Holders of a material adverse effect on such offering, including majority of the price at which such securities can Registrable Securities to be sold (the “Maximum Offering Size” ), then CRIC shall include included in such Demand Registration, up and subject 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 approval of priority provided in this Section 2(b). (c) Each of the E-House Holders and the Sina such 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 which shall not be deemed to have been effected for purposes of this Section 2(c) unless (i) it has been declared effective by unreasonably withheld, the SEC, (ii) it has remained effective for Issuer shall select 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 book-running managing Underwriter in connection with such revoked Demand Registration within seven (7) days of written request therefor offering and any additional investment bankers and managers to be used in connection with the offering. Any book-running managing Underwriter or additional investment bankers and managers specified by CRIC. (d) Notwithstanding anything the Holders shall be subject to the contrary contained hereinapproval of the Issuer, CRIC which shall not be required to prepare and file (i) unreasonably withheld. To the extent 25% or 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 so requested to be registered are excluded from the offering in accordance with Section 2.4, the registration of the Holder included in such offering will not count as a 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 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 2Registration.

Demand Registration. (a) Following the date that is At any time and from time to time beginning one hundred and eighty (180) days after the date hereof and upon receipt Plan Effective Date, any Holder or group of a written Holders may request from a Holder in writing (such Holder, together with its Affiliates, the “Exercising HolderDemand Registration Request”) requesting that CRIC the Company effect a the registration (a “Demand Registration”) under the Securities Act covering of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 5(a): (A) unless (i) the number of Registrable Securities requested to be registered on such Registration Statement equals at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities, Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and which notice commission) of at least $25 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall specify have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 5(a) shall equal or exceed five (5); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration is has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended method or methods means of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt of such written request, file with distribution. If at the SEC and use its best efforts to cause to be declared effective, a registration statement (a “time the Demand Registration Statement”) relating Request is made the Company appears, based on public information available to all such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities Securities, the Holder or Holders making such request may request that CRIC has been so requested the registration be in the form of a Shelf Registration Statement (for the avoidance of doubt, the Company shall not be under the obligation to register for salefile a Shelf Registration on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). (c) The Company may satisfy its obligations under Section 5(a) hereof by amending (to the extent required to permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended method or methods of distribution thereofdisposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 5(b) hereof. If the Company so registeredamends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 5(a) hereof; provided, however that the Effective Date of the amended registration statement, as amended pursuant to this Section 5(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 5(e) hereof. (bd) If the Within ten (10) days after receiving a Demand Registration relates to an underwritten public offering and Request, the managing underwriter Company shall give written notice of such proposed public offering advises CRIC request to all other Holders of Registrable Securities and shall, subject to the Exercising Holder thatprovisions of Section 6(c) in the case of an Underwritten Offering, include in its reasonable opinionsuch registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the number offer and sale of the Registrable Securities requested to be included registered 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)manner so requested. (ce) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled The Company will use its reasonable efforts to an aggregate of three (3) registrations of Registrable Securities pursuant to keep a Registration Statement that has become effective as contemplated by this Section 2; provided5 continuously effective, 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 similar order or requirement of the SECCommission: (A) in the case of a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to such Registration Statement, but in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; 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 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 similar order or requirement of the SEC or other governmental agency or court solely due Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the actions or omissions to act of CRIC, period during which such Demand Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the sole expense option of CRIC the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not be included include overhead expenses and which requested registration shall not count as one of the permitted Demand Registrations which may Registration Requests hereunder or (ii) the requested registration that has been revoked will be requested deemed to have been effected for purposes of Section 5(a). (g) If a Registration Statement filed pursuant to this Section 24 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $25 million.

Demand Registration. (ai) Following Subject to the date provisions hereof, at any time after Closing Date but solely during any period that Talen is one hundred and eighty (180) days after then ineligible under applicable law to register Registrable Securities on the date hereof and upon receipt of a written request from a Holder (such HolderShelf Registration Statement or, together if Talen is so eligible but has failed to comply with its Affiliatesobligations under Section 4(a) of this Agreement, RJS shall have the “Exercising Holder”) requesting that CRIC effect right to require Talen to file a registration Registration Statement registering for sale all or part of the Registrable Securities of RJS under the Securities Act (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify by delivering a written request therefor to Talen (A) specifying the number of Registrable Securities for which to be included in such registration is requested and by RJS, (B) specifying whether the intended method or methods of distribution thereofdisposition thereof is pursuant to an Underwritten Offering, CRIC shall use its best efforts to, as and (C) containing all information about RJS required to be included in such Registration Statement in accordance with applicable law. As soon as reasonably practicable, practicable after the receipt of such written requestdemand, file with the SEC and Talen shall use its best commercially reasonable efforts to cause to be declared effective, a effect such registration statement (a “Demand Registration Statement”including appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) relating to all of the Registrable Securities that CRIC Talen has been so requested to register for sale, to the extent required to permit the disposition register. (in accordance with the intended method or methods of distribution thereofii) The offering of the Registrable Securities so registeredpursuant to such Demand Registration may be in the form of an Underwritten Offering; provided, however, that (A) any such Underwritten Offering shall be for no fewer than the number of shares of Talen Common Stock representing the lesser of (x) $100 million or (y) all of the shares of Talen Common Stock owned by RJS as of the date of such request and (B) Talen will not be obligated to effect more than one Underwritten Offering in any six (6) month period. In such case, (A) RJS may designate the managing underwriter(s) of the Underwritten Offering, with the consent of Talen, not to be unreasonably withheld, conditioned or delayed and (B) Talen and RJS shall enter into an underwriting agreement in customary form for underwriting agreements for firm commitment offerings by a selling holder of equity securities with the managing underwriter(s) proposing to distribute their securities through such Underwritten Offering, which underwriting agreement shall have indemnification provisions in substantially the form as set forth in Section 4(j) of this Agreement; provided that, (x) the representations and warranties by, and the other agreements on the part of, Talen to and for the benefit of the underwriter(s) shall also be made to and for the benefit of RJS, (y) RJS shall not be required to make any representations and warranties to, or agreements with, any underwriter in a registration other than customary representations, warranties and agreements and (z) unless otherwise agreed by RJS, the liability of RJS in respect of any indemnification, contribution or other obligation arising under such underwriting agreement (1) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to Talen by or on behalf of RJS expressly for inclusion therein and (2) shall not in any event, absent fraud or intentional misrepresentation, exceed an amount equal to the net proceeds to RJS (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by RJS pursuant to such Underwritten Offering. Talen shall not be obligated to effect such Underwritten Offering (A) unless RJS agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement, (B) during any lock-up period required by the underwriter(s) in any prior underwritten offering of Registrable Securities or (C) during any blackout period pursuant to Section 4(h). (biii) If A registration will not be deemed to have been effected as an Underwritten Offering unless at least 75% of 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 offering 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 RJS are included 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 and Talen has complied 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 all material respects with its obligations under this Agreement with respect to which any other security holder has requested registrationthereto. CRIC shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b). If (cA) 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 offering requested pursuant to this Section 2 shall 4(b) is deemed not be deemed to have been effected for purposes of this Section 2(c) unless as an Underwritten Offering or (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a) and (iiiB) 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 Underwritten Offering requested pursuant to this Section 2 shall 4 does not be deemed to have been effected unless remain continuously effective until the Demand Registration Statement relating thereto earlier of forty-five (i45) has become effective under days after the Securities Act and any commencement of the distribution by RJS of the Registrable Securities covered by such Underwritten Offering or the completion 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); provideddistribution, however, that if after any Demand Registration Statement requested then Talen shall continue to be obligated to effect an Underwritten Offering pursuant to this Section 2 becomes effective, 4 of 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 2Registrable Securities.

Demand Registration. (a) Following If at any time the date that is one hundred and eighty (180) days after the date hereof and upon receipt of Company shall receive a written request from (a Holder (such Holder, together with its Affiliates, the “Exercising HolderDemand Notice”) requesting from the Demand Committee that CRIC the Company effect a the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”) ), specifying the information set forth under Section 2.5(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 2.2(d), the registration under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which the Demand Committee has requested registration is requested and the intended method or methods of distribution thereofunder this Section 2.2, 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 necessary to permit the disposition (in accordance with the intended method or methods of distribution thereofthereof as aforesaid) of the Registrable Securities so to be registered. The Demand Committee shall allocate participation in any Demand Registration ratably among Covered Persons in accordance with their Registrable Securities. (b) At any time prior to the effective date of the registration statement relating to such registration, the Demand Committee may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If the Demand Registration relates to an underwritten public offering and the sole or managing underwriter of such proposed public offering a Demand Registration advises CRIC and the Exercising Holder that, Company in writing that in its reasonable opinion, opinion the number of Registrable Securities and other 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 Registrable Securities and other securities which reasonably can be sold in such offering without having a material adverse effect on such offeringadversely affecting the distribution of the securities being offered, including the price at which that will be paid in such securities can be sold (offering or the “Maximum Offering Size” )marketability thereof, then CRIC shall the Company will include in such Demand Registration, up to registration 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 greatest number 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 Registrable Securities proposed to be registered by the SECholders thereof, (ii) it has remained effective for securities having Other Registration Rights that are pari passu with the period set forth demand rights granted in Section 5(a) respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the respective amounts of securities requested to be registered, and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to such registration is not Sections 2.1, 2.2 or 2.3) and securities subject to any stop ordersuch Other Registration Rights, injunction or other order or requirement of as the SECcase may be, held by each such holder; provided, however, that the Company shall have the right (the “Priority Right”) to receive priority over all holders of Registrable Securities in the event the Exercising Holder revokes a any Demand Registration request (which revocation may only to be made prior effected under this Section 2.2 with respect to CRIC securities that the Company proposes to include in such registration for its own account by giving written notice of its election to exercise such Priority Right to the holders of Registrable Securities 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 CRICthereof. (d) Notwithstanding anything Upon notice to the contrary contained hereinDemand Committee, CRIC shall the Company may postpone effecting a registration pursuant to this Section 2.2 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be required to prepare and file extended or renewed), if (i) more than one (1) Demand Registration Statements the Board shall determine in any twelve-month period, good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) any Demand Registration Statement within one hundred and eighty (180) days following the date Company is in possession of effectiveness material non-public information the disclosure of any other Registration Statement. (e) A Demand Registration requested pursuant to this Section 2 shall which during the period specified in such notice the Board believes in good faith would not be deemed to have been effected unless in the Demand Registration Statement relating thereto (i) has become effective under the Securities Act and any best interests 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 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 2Company.

Demand Registration. (a) Following the date that is one hundred On and eighty (180) days after the date hereof Registration Availability Date, the Securities Holder may make written request to the Company requesting that the Company register under the Securities Act all or any part of the issued and upon outstanding Registrable Securities, but such request may be made only after the Registrable Securities relating to such Shares have been issued (a “Demand Registration Request”). The Securities Holder is entitled to make a total of three Demand Registration Requests pursuant to this Agreement, but not more than one such request in any 12 month period. Upon receipt by the Company of a written valid Demand Registration Request, subject to the restrictions contained herein, the Company shall, in accordance with Article V below, (i) file a registration statement under the Securities Act with the Commission as promptly as practicable after receiving such request from to register under the Securities Act that number of Registrable Securities that has been issued and requested in the respective Demand Registration Request, or (ii) file with the Commission a prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) as promptly as practicable after receiving such request hereof to register such number of Registrable Securities, but, in each case, only to the extent that the Securities Holder (such Holder, together has complied with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration obligations under Section 7.1 below (each a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and 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 In the event that the Securities Purchase Agreement has been terminated pursuant to the terms thereof, the Securities Holder may make two written requests to the Company requesting that the Company register under the Securities Act the New Debt. The Company shall endeavor to register such New Debt in substantially the same manner as, and the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a Demand Registration relates of Shares, with such appropriate changes to an underwritten public offering and reflect the managing underwriter nature of such proposed public offering advises CRIC and the Exercising Holder thatsecurity registered, in its reasonable opinionas the parties hereto shall agree, 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)each acting reasonably. (c) Each of From and after the EDebt Securities Lock-House Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three Up End Date (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 as defined in the event Securities Purchase Agreement), the Exercising Securities 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 make three written request therefor by CRIC. (d) Notwithstanding anything requests 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 Company requesting that 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 Company register under the Securities Act the Rollover Notes and/or the Backstop Notes. The Company shall endeavor to register such Rollover Notes and/or Backstop Notes, as applicable, in substantially the same manner as, and any the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a Demand Registration of Shares, with such appropriate changes to reflect the nature of the Registrable Securities of security registered, as 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); providedparties hereto shall agree, however, that 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 2each acting reasonably.

Demand Registration. (a) Following If the date that is one hundred and eighty Company shall be requested in writing (180a “Demand Request”) days after the date hereof and upon receipt of a written request from by a Holder or Holders who beneficially own in the aggregate at least 2,500,000 Registrable Shares (such Holderas appropriately adjusted for any share split, together with its Affiliatescombination, the “Exercising Holder”) requesting that CRIC reorganization, recapitalization, reclassification, share dividend, share distribution or similar event), to effect a registration under the Securities Act of Registrable Shares in accordance with this Section 2 (a “Demand Registration”) under ), then the Securities Act covering all or part Company shall promptly give written notice of the Registrable Securitiessuch proposed registration to each other Holder, if any, and shall offer to include (subject to the terms of this Agreement) in such proposed registration any Registrable Shares requested to be included in such proposed registration by such other Holders who respond in writing to the Company’s notice within 10 days after delivery of such notice (which notice response shall specify the number of Registrable Securities for which registration is Shares proposed to be included in such registration). Such Demand Request shall specify the approximate number of Registrable Shares requested to be registered and the intended method of distribution. With respect to any Demand Registration, the requesting Holders may request the Company to effect a registration of the Registrable Shares under a registration statement pursuant to Rule 415 under the Securities Act (or methods of distribution thereofany successor rule) (a “Shelf Registration”). Subject to Section 2.2, CRIC the Company shall use its best efforts to, as soon as reasonably practicable, after receipt of such written request, file with the SEC and promptly use its best efforts to cause effect such registration on an appropriate form (which shall be Form S-3, if at such time the Company is eligible to be declared effective, a registration statement (a “Demand Registration Statement”use such Form) relating to all under the Securities Act of the Registrable Securities that CRIC Shares which the Company 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 registeredregister. (b) If the Company shall be requested in writing (a “Takedown Request”) by a Holder or Holders who beneficially own in the aggregate at least 2,500,000 Registrable Shares (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, share dividend, share distribution or similar event) to assist them in effecting an offering (a “Takedown Offering”) pursuant to a shelf registration statement that has previously been filed and declared effective pursuant to a Demand Registration relates to an underwritten public offering and Registration, then the managing underwriter Company shall promptly give written notice of such proposed public offering advises CRIC Takedown Offering to each other Holder that is eligible to sell Shares pursuant to such effective Shelf Registration and shall offer to include, subject to the Exercising terms of this Agreement, any Shares of such other Holder that, that are registered in its reasonable opinion, such effective Shelf Registration to the extent so requested by such other Holder in writing within 3 Business Days after delivery of such notice (which request shall specify the number of Registrable Securities requested Shares proposed to be included by such Holders in such Takedown Offering. The Takedown Request shall specify the number of Shares to be included in such Takedown Offering and the intended method of distribution. Subject to Section 2.2, the Company shall promptly use its best efforts to cooperate with the Holders and any managing underwriter(s) to effect such Takedown Offering (a) The Company shall not be obligated to file: (i) a Demand Registration (including securities A) within 60 days after the effective date of a previous Demand Registration, or (B) within 180 days (or, if determined to be necessary pursuant to the IPO Underwriting Agreement within 214 days) after the effective date of the IPO Registration Statement; (ii) a Demand Registration unless the Demand Request is for a number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request; and (iii) more than three Demand Registrations during any 12-month period thereafter; (b) The Company shall not be obligated to file or cause to be declared effective any registration statement, or assist the Holders in connection with any Takedown Offering pursuant to a Shelf Registration that has been previously filed and declared effective pursuant to a Demand Registration, during any period in which (i) any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) (A) pursuant to which Primary Shares are to be sold by CRIC has been filed within the prior 90 days and not withdrawn or any other security holder, including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”B) 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 which Primary Shares were sold within 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 period90 days, or (ii) any Demand Registration Statement within one hundred and eighty the Company has determined in good faith that the disclosure requirements of a registration statement (180including in connection with a proposed Takedown Offering) days following would require the disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential, such filing to be delayed until the date that is 90 days after the receipt of such Demand Request; provided, that the Company may only so delay the filing or effectiveness of any other Registration Statement. (e) A Demand Registration requested a registration statement, or the assistance with respect to a Takedown Offering, pursuant to this Section 2 shall not be deemed 2.1(b)(ii) on one occasion during any twelve month period; and (c) With respect to have been effected unless a Demand Registration, the Demand Registration Statement relating thereto (i) has become effective under the Securities Act and any of the Registrable Securities of the Holder included Company may include 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)registration any Primary Shares or Other Shares; provided, however, that if after a managing underwriter in respect of any proposed underwritten offering to be made pursuant to such Demand Registration Statement requested (including any Takedown Offering) advises the Company in writing that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such proposed underwritten offering would adversely affect the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such proposed underwritten offering shall be included in the following order: (i) First, the Registrable Shares held by all Selling Holders, pro rata based upon the number of Registrable Shares owned by each such Selling Holder at the time of such registration; (ii) Second, the Primary Shares; and (iii) Third, the Other Shares. 2.3. The Holder or Holders submitting a Demand Request or Takedown Request may specify in such Demand Request or Takedown Request that such registration (or that any Takedown Offering) cover an underwritten offering. Upon such election, such Holder shall select one or more nationally recognized investment banks to act as the managing underwriters and shall select any additional investment banks to be used in connection with such offering, provided that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company shall, together with Selling Holders, enter into a customary underwriting agreement with such underwriters. 2.4. A Demand Registration may be rescinded by written notice to the Company by the Selling Holders holding a majority of the Registrable Shares to be included in such registration under the following circumstances: (i) If such Demand Registration is rescinded prior to the date of the initial filing of the related registration statement, such rescinded Demand Registration shall not count as a Demand Registration initiated pursuant to this Section 2 becomes effective, for purposes of Section 2.2(a); and (ii) If such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement rescinded after the date of the SEC or other governmental agency or court solely due initial filing of the related registration statement but prior to the actions or omissions to act of CRICits effective date, such rescinded Demand Registration Statement shall be at the sole expense of CRIC and shall not be included count as one of the Demand Registrations which may be requested a registration statement initiated pursuant to this Section 2 for purposes of Section 2.1(a) if the Selling Holders (x) have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded Demand Registration or (y) (1) reasonably believed that the registration statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified the Company of such fact and requested that the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days Commencing on or after the date hereof Initial Lock-Up Termination Date and upon receipt of from time to time so long as there are any Registrable Securities outstanding, if the Company is not eligible to file a written request from Shelf Registration Statement, if the Company has not caused a Holder (such HolderShelf Registration Statement to be declared effective by the Commission in accordance with Section 2.4 or if the Shelf Registration Statement shall cease to be effective, together with its Affiliatessubject to the minimum size limitations in Section 2.5(a), the “Exercising Holder”Holder(s) requesting holding a majority of Registrable Securities then outstanding may collectively make one or more written requests to the Company for registration under the Securities Act of all or part of its or their Common Stock constituting Registrable Securities, including for the avoidance of doubt shares of Common Stock issued or issuable upon exchange of Common OP Units, that CRIC effect a registration are not then subject to the Lock-Up Restrictions (a “Demand Registration”) under ). The Holders submitting the Securities Act covering all or part request for a Demand Registration shall concurrently provide written notice of the Registrable Securities, proposed registration to all other Holders. The Company shall prepare and 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 effectiveCommission, within thirty (30) days after such request for a Demand Registration, a registration statement on an appropriate form which the Company is then eligible to use with respect to any Demand Registration (a “Demand Registration Statement”) relating as selected by the Company, and shall use its reasonable best efforts to all cause any such Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any request for a Demand Registration will specify the number of the shares of Registrable Securities proposed to be sold in the offering thereof; provided 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 thereofrequesting Holder(s) 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, may change the number of Registrable Securities requested proposed to be included in offered pursuant to any Demand Registration at any time prior to the Demand Registration Statement with respect to the Demand Registration being declared effective by the Commission, in each case subject to the minimum size limitations in Section 2.5(a). Without the prior written consent of the Holders requesting such Demand Registration, no stockholder of the Company (including other than the Holders) may include securities in any offering requested under this Section 2.1; provided that the Company may include in such offering securities to be sold by CRIC or any other security holderfor the account of the Company, 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 subject 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 limitations 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 CRIC2.5(b). (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 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.

Demand Registration. At any time during the five year period following the Closing Date, the Investor, holding in the aggregate not less than (ai) Following 25% of the date that aggregate Registrable Securities outstanding or (ii) Registrable Securities having a fair market value of at least $2 million, whichever is one hundred and eighty (180) days after the date hereof and upon receipt of less, may make a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”"DEMAND NOTICE") requesting that CRIC effect a for registration (a “Demand Registration”) under the Securities Act covering all or part (a "DEMAND REGISTRATION") of the such Registrable Securities, and which notice shall . The Demand Notice will specify the number of shares of Registrable Securities for which registration is requested proposed to be sold and will also specify the intended method or methods of distribution disposition thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after . Following receipt of such written requesta Demand Notice from the Investor, the Company promptly will 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 on any appropriate form which will cover the Registrable Securities that CRIC the Company has been so requested to register for saleby the Investor. Unless the Investor shall consent in writing, to no party (including the extent required to permit the disposition Company) other than a Pecuniary Owner, USAA Real Estate Company (in accordance with the intended method "Realco"), MS Real Estate Special Situations Inc. ("MRSE") or methods certain clients of distribution thereof) Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇et Management Inc. who have purchased Common Shares of the Registrable Securities so registered. Company (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 opinionclients together with MRSE, the number of Registrable Securities requested "Purchasers") shall be permitted to be included in the Demand Registration (including offer securities to be sold by CRIC or under 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 The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in be required to effect more than three Demand Registrations under 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 . A registration requested pursuant to this Section 2 shall 2(b) will not be deemed to have been effected for purposes (and it shall not count as one of this Section 2(cthe three Demand Registrations) unless (i) it the Registration Statement relating thereto has been declared become effective by under the SECSecurities Act; provided, (ii) it however that if, after such Registration Statement has remained effective for the period set forth in Section 5(a) and (iii) become effective, the offering of the 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 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 CRICcourt, such Demand Registration Statement shall registration will be at the sole expense of CRIC deemed not to have been effected (and it shall not be included count as one of the three Demand Registrations Registrations). The Investor, holding in excess of 50% of the Registrable Securities covered by a Demand Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which may be requested case such Demand Registration shall not count as one of the three Demand Registrations). If the Investor, holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elects, the offering of Registrable Securities pursuant to this Section 2.such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included,

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 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 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.

Demand Registration. (a) Following At any time during the date that is one hundred and eighty (180) days after period commencing as of the date hereof and end of the Initial Share Holding Period, upon receipt of a the written request from of any of SLP Stockholders holding Shares that represent at least 40% of the Registrable Securities by the SLP Stockholders or any of the TPG Stockholders holding Shares that represent at least 40% of the Registrable Securities by the TPG Stockholders (a Holder (such Holder, together with its Affiliates, the “Exercising HolderDemand Party”) requesting that CRIC the Company effect the registration under the Securities Act, which, if requested by such Demand Party, may be a “shelf” registration statement under Section 415 of the Securities Act (a “Shelf Registration Statement”), of all or part of such Demand Party’s Registrable Securities or an Underwritten Take-Down (a “Demand Registration”) and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration or such Underwritten Take-Down to the Registration Rights Holders and other holders of securities entitled to notice of such registration or Underwritten Take-Down and thereupon will, as expeditiously as reasonably possible, file a registration statement (or, in the case of an Underwritten Take-Down, an amendment thereto or prospectus supplement) to effect the registration and sale under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of of: (i) such 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 Company has been so requested to register for sale, or sell by the Demand Party; and (ii) the Registrable Securities of other Registration Rights Holders which the Company has been requested to register or sell by written request given to the Company by the Registration Rights Holders within 14 days after the giving of such written notice by the Company to the Registration Rights Holders (which request shall specify the amount and intended method of disposition of such securities); all to the extent required necessary to permit the disposition (in accordance with the intended method or methods of distribution thereofthereof as aforesaid) of the Registrable Securities and such other securities so registeredto be registered or sold; provided that the Company shall not be required (a) to effect on more than one occasion, without regard to the requesting Demand Party, the filing of a Shelf Registration Statement, (b) to effect on more than one occasion, at the request of the SLP Stockholders, either (x) the filing of a registration statement (other than a Shelf Registration Statement) providing for the registration of Registrable Securities and a fully-marketed underwritten offering thereof (including a customary road show), or (y) subject to the foregoing clause (a), the filing of a Shelf Registration Statement (if not already on file) and the completion, at any time elected by the SLP Stockholders, of a Marketed Underwritten Take-Down from a Shelf Registration Statement (regardless of which Demand Party has requested such Shelf Registration Statement), or (c) to effect on more than one occasion, at the request of the TPG Stockholders, either (x) the filing of a registration statement (other than a Shelf Registration Statement) providing for the registration of Registrable Securities and a fully-marketed underwritten offering thereof (including a customary road show), or (y) subject to the foregoing clause (a), the filing of a Shelf Registration Statement (if not already on file) and the completion, at any time elected by the TPG Stockholders, of a Marketed Underwritten Take-Down from a Shelf Registration Statement (regardless of which Demand Party has requested such Shelf Registration Statement), and provided further that the Company shall not be obligated to file a registration statement relating to any registration request or complete an Underwritten Take-Down, in either case under this Section 4.2(a): (1) within a period of 90 days after (x) the completion of an Underwritten Shelf Take-Down under a previously effective Shelf Registration Statement in which the Registration Rights Holders were provided the opportunity to sell Registrable Securities, (y) the effective date of any other type of registration statement pursuant to which the Registration Rights Holders were entitled to register and sell Registrable Securities, or (z) any offering by the Company pursuant to the Prior Registration Statement; or (2) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration or sale, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; or (3) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of a Special Audit; or (4) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the fifth Business Day after such conditions shall have ceased to exist and the 90th day after receipt by the Company of the written request to register Registrable Securities under this Section 4.2(a); provided that all such delays under this clause (5) that occur during any one-year period shall not exceed an aggregate of one hundred-twenty (120) days; or (5) solely with respect to the filing of a registration statement (as opposed to the completion of an Underwritten Take-Down), if a Shelf Registration Statement is then effective and available for the sale and distribution of such Demand Party’s Registrable Securities. (b) If the Demand The Company will pay all Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder that, Expenses in its reasonable opinion, the number connection with each registration of Registrable Securities and Underwritten Take-Down requested pursuant 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)4.2. (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 A registration requested pursuant to this Section 2 shall Article IV will not be deemed to have been effected for purposes of this Section 2(c) unless (i) it the registration statement filed by the Company with the SEC in connection with such registration has been declared effective by the SEC, (ii) it has SEC and remained effective for the period set forth in amount of time required by Section 5(a4.2(f) and or Section 4.3(b) or (iiiii) the Demand Party has withdrawn its request for such registration statement; provided that, if, within 60 days after it has become effective, 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 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 court, then such registration will be deemed not to the actions have been effected. (d) If a Marketed Underwritten Take-Down is requested 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 a requested registration pursuant to this Section 24.2 involves a fully-marketed underwritten offering (including a road show) and regardless of whether the Company is registering any securities therein, the Company and the Demand Party shall jointly select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. If an Underwritten Take-Down is requested that is not a Marketed Underwritten Take-Down or a requested registration pursuant to this Section 4.2 does not involve a fully-marketed underwritten offering (including a road show), the Demand Party shall select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If an Underwritten Take-Down is requested or a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such Underwritten Take-Down or registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the timing or distribution of the securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such Underwritten Take-Down or registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included in such Underwritten Take-Down or registration based on the relative number of Registrable Securities then held by each such holder of Registrable Securities. In the event that the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such Underwritten Take-Down or registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold. (f) Any requested Shelf Registration Statement pursuant to this Section 4.2 shall be kept effective until the earlier of: (A) the two-year anniversary of the effectiveness of the registration statement (plus the aggregate number of days in all Suspension Periods, if any) or (B) such time as no selling stockholder holds more than 5% of the outstanding Common Stock of the Company and each selling stockholder may sell all of the Shares that it Beneficially Owns within a three-month period pursuant to Rule 144 or Rule 145 under the Securities Act. (g) With respect to any requested Shelf Registration Statement or other registration statement, the Company shall be entitled, from time to time, by providing written notice to the Registration Rights Holders who elected to participate in such requested registration pursuant to this Section 4.2, to require such Registration Rights Holders to suspend the use of the prospectus included therein for sales of Registrable Securities under the registration statement for a period of up to ninety (90) consecutive days (a “Suspension Period”) if the Company shall determine that is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders; provided that all Suspension Periods that occur during any one-year period shall not exceed an aggregate of one hundred-twenty (120) days. Immediately upon receipt of such notice, the Registration Rights Holders covered by such registration statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made. Any Suspension Period shall terminate at such time as the public disclosure of such information is made, subject to the maximums set forth in the first sentence hereof. After the expiration of any Suspension Period and without any further request from a Registration Rights Holder, the Company shall as promptly as reasonably practical notify the Registration Rights Holders of such termination and prepare a post-effective amendment or supplement to the registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time after the date hereof and upon receipt of a written request (a "Demand Notice") from a Holder (such the "Initial Demanding Holder, together with its Affiliates, the “Exercising Holder”") requesting that CRIC the Issuers effect a registration (a “"Demand Registration”") under the Securities Act covering all or part of the Registrable Securities, and Securities which notice shall specify the number of Registrable Securities for which registration is requested and request specifies the intended method or methods of distribution disposition thereof, CRIC and subject to Section 2(c) hereof, the Issuers shall use its best efforts to, as soon promptly as reasonably practicable, after practicable notify all Holders of record in writing of the receipt of such Demand Notice and each such Holder may elect (by written requestnotice sent to the Issuers within 10 Business Days from the date of such Holder's receipt of the aforementioned Issuers' notice) to have all or part of such Holder's Securities included in such registration thereof pursuant to this Section 2(a), and such Holder shall specify in such notice the number of Securities that such Holder elects to include in such registration. Thereupon, the Issuers shall, as promptly as reasonably practicable and in any event on or prior to the date that is 45 days after the date of receipt of a Demand Notice, file with the SEC Commission and thereafter use its reasonable best efforts to cause to be declared effectiveand remain effective on the terms described herein, a registration statement (a “"Demand Registration Statement”") on an appropriate form under the Securities Act relating to all the offer and sale of the Registrable Securities that CRIC has which the Issuers have been so requested to register for saleby such Holders (the "Participating Demand Holders"), 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; provided, however, that the aggregate value of the Securities requested to be registered be at least $17,500,000; and provided, further, that the Issuers shall be deemed not to have used their reasonable best efforts to keep the Demand Registration Statement effective during the requisite period if they voluntarily take any action that would result in a Participating Demand Holder not being able to offer and sell the Securities covered thereby during that period, unless such action is required by applicable law. The Issuers will use their reasonable best efforts to keep the Demand Registration Statement continuously effective through the maturity date of the Securities or such shorter period when all of the Securities registered thereunder have been disposed pursuant thereto in order to permit the prospectus included therein to be lawfully delivered by the Participating Demand Holders. (b) If If, pursuant to Section 3(j) below, the Initial Demanding Holder requests with respect to a Demand Registration relates to an underwritten public that the offering of the Securities so registered be underwritten, and the managing underwriter underwriter, or representative of the managing underwriters if there is more than one, of such proposed public offering Demand Registration advises CRIC and any of the Exercising Holder Issuers in writing that, in its reasonable opinion, the number aggregate principal amount 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 such offering is greater than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest number total aggregate principal amount of securities Securities which reasonably can be sold in such offering therein without having a material adverse effect on the distribution of such offering, including Securities or otherwise having a material adverse effect on the price at which such securities can be sold marketability thereof (the “"Maximum Offering Size” Aggregate Principal Amount of Securities"), then CRIC the Issuers shall include in such Demand Registration the Securities that the Participating Demand Holders requested to be registered thereunder only to the extent the aggregate principal amount of such Securities does not exceed the Maximum Aggregate Principal Amount of Securities. If such amount exceeds the Maximum Aggregate Principal Amount of Securities, the aggregate principal amount of Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a pro rata basis. If the amount of Securities in such offering does not exceed the Maximum Aggregate Principal Amount of Securities, the Issuers may include in such Demand Registration any other securities of the Issuers and other Securities held by other security holders of the Issuers, on a pro rata basis if necessary, in an amount that, together with the Securities included in such Demand Registration, up to shall not exceed 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 Aggregate Principal Amount of priority provided in this Section 2(b)Securities. (c) Each of the E-House The Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three two (32) registrations of Registrable Securities Demand Registrations 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 the Issuers shall not be required to prepare and file (i) more than one (1) Demand Registration Statements Statement under this Agreement in any twelve-month period, or ; (ii) any Demand Registration Statement within one hundred and eighty (180) 90 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 registration statement under the Securities Act and of any of the Registrable Issuers (other than a registration statement relating solely to the sale of securities to participants in a stock option or similar plan or a registration relating to a corporate reorganization or other transaction under Rule 145 under the Securities Act); or (iii) any Demand Registration if all of the Holder included Securities can otherwise be disposed of in a three month period pursuant to Rule 144 (or any successor provision thereto) under the Securities Act. In addition, notwithstanding anything to the contrary contained herein, the Issuers will not be required to file any Demand Registration Statement during any of the following periods: (i) 30 days prior to the anticipated consummation of a public offering by any of the Issuers of its securities and 90 days subsequent to the consummation of such public offering where, in the good faith judgment of the managing underwriter or underwriters thereof, such filing would have an adverse effect on such offering; (ii) if such filing is prohibited by applicable law; or (iii) if the Issuers promptly certify to the Participating Demand Holders that the filing of such Demand Registration Statement have actually been sold thereunder and (ii) has remained effective for a period could materially adversely affect the business activities or plans of at least that specified in Section 5(a)the Issuers; provided, however, that if after the Issuers may not delay the filing of any Demand Registration Statement requested pursuant to this Section 2 becomes effectiveclause (iii) for more than an aggregate of 90 days in any twelve-month period. Upon the expiration of the period described in this clause (iii), such the Issuers shall give prompt notice to the Participating Demand Holders and shall promptly file the Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of requested to be filed pursuant to Section 2(a). (e) The Issuers shall cause 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 and the sole expense related prospectus and any amendment or supplement thereto, as of CRIC and shall not be included as one the effective date of the Demand Registrations Registration Statement, amendment or supplement: (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which may be requested pursuant they were made, not misleading." (b) Section 3 of the Registration Rights Agreement is hereby amended and restated in its entirety to this Section 2.read as follows:

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time on or after the date hereof and upon receipt of Registration Trigger, one or more Demand Members (the “Requesting Demand Members”) shall have the right by delivering a written request from notice to the Company (a Holder (such Holder, together with its Affiliates, the “Exercising HolderDemand Notice”) requesting that CRIC effect a registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by each such Requesting Demand Member and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that (i) under in the case of an IPO, a Demand Notice will be effective only if delivered by either (x) one or more Demand Members (other than Fiat) holding 10% or more of the Equity Securities Act covering in the Company or (y) both of US Treasury and Canada; (ii) the number of Demand Registrations with respect to any Demand Member in any 12-month period shall not exceed one and (iii) the number of Demand Registrations together with any Shelf Offerings with respect to any Demand Member in any 12-month period shall not exceed two. The Company shall not be required to register the Registrable Securities requested by the Demand Notice unless a Requesting Demand Member has requested to include in such Demand Registration either (i) together with all other Requesting Demand Members, Registrable Securities having an aggregate principal amount of at least $50,000,000 or part (ii) all of the Registrable Securities then held by such Requesting Demand Member. The aggregate number of Demand Registrations that may be requested by any Demand Member under this Agreement shall not exceed five (5). No Shelf Offering or Demand Registration shall be required to be made by the Company if it is within six (6) months of another registration that included such Requesting Demand Member’s Registrable Securities, and which notice . The Demand Notice shall also specify the number of Registrable Securities for which registration is requested and the intended expected method or methods of distribution thereofdisposition of the applicable Registrable Securities. (b) Subject to Section 3.4, CRIC following receipt of a Demand Notice, the Company shall use its reasonable best efforts toto file, as soon promptly as reasonably practicable, after receipt a Registration Statement relating to the offer and sale of such written request, file the Registrable Securities requested to be included therein by the Requesting Demand Members (and any Other Securities requested to be included therein by the holders thereof) in accordance with the SEC and use its best efforts to cause to be declared effective, a registration statement methods of distribution elected by the Requesting Demand Members in the Demand Notice (a “Demand Registration Statement”) relating and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (c) Each Requesting Demand Member may withdraw its Registrable Securities from a Demand Registration at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cease all efforts to secure registration, so long as all other Demand Members have similarly withdrawn their Registrable Securities from the Shelf Offering; provided, however, any such withdrawal from a Demand Registration shall nonetheless be deemed a Demand Registration for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to the Requesting Demand Member at the time of the Demand Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Requesting Demand Member requesting such withdrawal has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the withdrawn registration with respect to such withdrawing Requesting Demand Member. (d) If any of the Registrable Securities that CRIC has been so requested to register for sale, be registered pursuant 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 a Demand Registration relates Statement are to be sold in an underwritten public offering, and such offering and the managing underwriter of is subject to an Offering Limitation, then there shall be included in such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinionoffering: (i) first, the number dollar amount of the 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 Requesting 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 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.Members,

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time on or after the date hereof and upon receipt of Registration Trigger, the Holder shall have the right by delivering a written request from a Holder (such Holder, together with its Affiliates, notice to the “Exercising Holder”) requesting that CRIC effect a registration Company (a “"Demand Registration”Notice") to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act covering all or part of the Registrable Securities, and which notice shall specify 1933 the number of Registrable Securities for which registration is Beneficially Owned by the Holder and requested by such Demand Notice to be so registered (a "Demand Registration"); provided, however, that (i) the number of Demand Registrations in any 12-month period shall not exceed one, and the intended method or methods number of distribution thereof, CRIC Demand Registrations together with any Shelf Offerings in any 12-month period shall use its best efforts to, as soon as reasonably practicable, after receipt of not exceed two. The Company shall not be required to register the Registrable Securities requested by the Demand Notice unless the Holder has requested to include in 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”either (x) relating to Registrable Securities having a principal amount of at least $200,000,000 or (y) all of the Registrable Securities that CRIC has been so requested to register for sale, to the extent then held by such Holder. No Demand Registration shall be required to permit be made by the disposition Company for a Holder if it is within six (in accordance with 6) months of another registration that included such Holder's Registrable Securities. The Demand Notice shall also specify the intended expected method or methods of distribution thereof) disposition of the applicable Registrable Securities so registeredSecurities. (b) If Subject to Section 3.4, following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, a Registration Statement relating to the offer and sale of the Registrable SRZ-10895481 2 Securities requested to be included therein by the Holder (and any Other Securities requested to be included therein by the holders thereof) in accordance with the methods of distribution elected by the Holder in the Demand Notice (a "Demand Registration relates Statement") and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act of 1933 as promptly as practicable after the filing thereof. (c) The Holder may withdraw its Registrable Securities from a Demand Registration at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cease all efforts to secure registration; provided, however, such registration shall nonetheless be deemed a Demand Registration for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to the Holder at the time of the Demand Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Holder has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the withdrawn registration. (d) If any of the Registrable Securities to be registered pursuant to a Demand Registration Statement are to be sold in an underwritten public offering, and such offering and the managing underwriter of is subject to an Offering Limitation, then there shall be included in such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinionoffering: (i) first, the number dollar amount of the Registrable Securities requested to be included in such registration by the Demand Registration Holder (including securities up to an aggregate principal amount of $500,000,000), (ii) second, the dollar amount of the Registrable Securities requested to be sold included in such registration by CRIC or any other security holder, including any Holders other than the Exercising Holder (such Holders, and the “Non-Exercising Holders”) exceeds the largest number dollar amount of securities which reasonably requested to be included in such registration by the Company that in the mutual opinion of one underwriter selected by the Company and one underwriter selected by the Holder can be sold without adversely affecting the price, timing, distribution or marketability of such offering of the securities referred to in clause (i) above and this clause (ii), with such dollar amount of securities allocated for inclusion pro rat and without priority among the Company and the Holder on the basis of the dollar amount of Registrable Securities owned by the Holder and the dollar amount of the securities requested to be included in such offering without having a material adverse effect on such offeringregistration by the Company in good faith, including and (iii) third, the price at which such securities dollar amount of any Other Securities requested to be included therein by the holders thereof that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i) or (ii) above or the “Maximum Offering Size” price, timing, distribution or marketability of such offering of the securities referred to in this clause (iii), then CRIC and such dollar amount of securities shall include in be allocated for inclusion pro rata and without priority among the holders of all such securities on the basis of the dollar amount of such securities of the Company owned by each such holder. (e) the right to select one or more nationally recognized co-managers (which, for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect to such Demand Registration) of such Demand Registration, up who shall be reasonably acceptable to the Maximum Offering Size, firstCompany. In connection with any such underwritten public offering, the Registrable Securities Holder and the Exercising Holder proposes Company agree that they will each enter into a customary underwriting agreement with the underwriters selected pursuant to registerthe preceding sentence, secondsuch underwriting agreement to be reasonably satisfactory in form and substance to the Company, 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 underwriters (3) registrations of Registrable Securities pursuant to this Section 2; provided, it being understood 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 make any representations and file (i) more warranties other than one (1) Demand Registration Statements in any twelve-month periodwith respect to itself, 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 its ownership of the Registrable Securities and its intended method 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 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 distribution thereof and shall not be included as one required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such underwritten public offering pursuant to a Demand Registration, and any such indemnity shall be limited in amount to the net proceeds of such underwritten public offering pursuant to a Demand Registration actually received by the Holder). The Holder and the Company agree that all decisions under this Section 3.2 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to clause (iii) or (iv) of Section 3.2(d), other than any determination under clause (ii) of Section 3.2(d), which shall be made in the sole discretion of the Demand Registrations which may co-manager(s) selected by the Holder) shall be requested pursuant to this Section 2made in the sole discretion of the managing or lead underwriter(s) selected by the Company.

Demand Registration. (ai) Following If the date that is one hundred and eighty (180) days after the date hereof and upon receipt Company shall be requested in writing by Holders of a written request from a Holder (such Holder, together with its Affiliates, majority of the “Exercising Holder”) requesting that CRIC effect Registrable Securities to file a registration statement for Registrable Securities having an aggregate offering price to the public of not less than US$15,000,000 under the Securities Act (a “Demand RegistrationNotice”) under in accordance with this Section 2(a), then the Company shall use best efforts to effect such a registration statement. Upon receipt of a Demand Notice, the Company shall, within 10 days, give written notice of such proposed registration to all Holders and shall offer to include in such proposed registration any Registrable Securities Act covering all or part requested to be included in such proposed registration by such Holders who respond in writing to the Company’s notice within 30 days after delivery of the Registrable Securities, and such notice (which notice response shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, CRIC proposed to be included in such registration). The Company shall promptly use its best efforts to, to effect such registration as soon as reasonably practicablepracticable on an appropriate form, after receipt of such written requestincluding Form S-2 or S-3, file with if available, under the SEC and use its best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all Securities Act of the Registrable Securities that CRIC which the Company has been so requested to register for saleregister; provided, however, that the Company shall not be obligated to effect any registration under the extent required to permit Securities Act in the disposition following circumstances: (in accordance with A) after the intended method or methods Company has already filed two registration statements initiated by the Holders of distribution thereof) of the Registrable Securities so registeredpursuant to this Section 2(a); or (B) during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Registrable Securities are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (bii) If the Demand Registration relates Holders requesting to be included in a registration pursuant to this Section 2(a) so elect, the offering of such Registrable Securities pursuant to such registration shall be in the form of an underwritten public offering and offering. The Holders of a majority of 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 such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Demand Registration (including securities Company to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be sold by CRIC or any other security holder, including any Holders other than used in connection with 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 shall also be sold (the “Maximum Offering Size” ), then CRIC shall include in such Demand Registration, up reasonably acceptable 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)Company. (ciii) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled With respect to an aggregate of three (3) registrations of Registrable Securities any registration pursuant to this Section 2; provided2(a), 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 Company may include 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)Common Stock; provided, however, that if after the managing underwriter advises the Company that the inclusion of all Registrable Securities and Common Stock requested to be included by the Company in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Securities and Common Stock proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Securities shall be included, pro rata among the participating Holders based upon the number of Registrable Securities held by such Holders at the time of such registration; and (B) second, Common Stock requested to be included by the Company. (iv) At any Demand Registration Statement requested pursuant to this Section 2 time before the registration statement covering Registrable Securities becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement Holders of a majority of the SEC Registrable Securities requested to be included in such registration may request the Company to withdraw or other governmental agency not to file the registration statement. In that event, if such request of withdrawal shall have been caused by, or court solely due to made in response to, a material adverse effect or change in the actions Company’s financial condition, operations, business or omissions to act of CRICprospects, such Demand Registration Statement shall be at the sole expense Holders of CRIC and Registrable Securities shall not be included as deemed to have used one of the Demand Registrations which may be requested pursuant to their demand registration rights under this Section 22(a).

Demand Registration. (a) Following the date that is one hundred and eighty (180) days after the date hereof and upon After receipt of a written request from a the Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC the Company effect a registration (a “"Demand ------ Registration”") under the Securities Act covering all or part of the Registrable Securities, and ------------ Securities held by such Holder which notice shall specify the number of Registrable Securities for which registration is requested and specifies the intended method or methods of distribution disposition thereof, CRIC shall use its best efforts tothe Company shall, as soon expeditiously as reasonably practicableis possible, but in any event no later than 60 days (or 30 days if the Company is eligible to use Form S-3) after receipt of such a written requestrequest for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effectiveeffective as soon as reasonably practicable, a registration statement (a “"Demand ------ Registration Statement”") relating to all shares of the Registrable Securities that CRIC which ---------------------- the Company has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value, net of underwriting -------- ------- discounts and commissions, of the Registrable Securities requested to be registered be at least $5,000,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is received by the Company. (b) If the Demand Registration relates to an Holder requests that the offering be underwritten public offering with a managing underwriter selected in the manner set forth in Section 2.10 below and the such managing underwriter of such proposed public offering Demand Registration advises CRIC and the Exercising Holder Company in writing that, in its reasonable opinion, the number of Registrable Securities 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 such offering is greater than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest total number of securities which reasonably can be sold in such offering therein without having a material adverse effect on such offering, including the price at which distribution of such securities can be sold or otherwise having a material adverse effect on the marketability or pricing thereof (the “"Maximum Offering Size” Number of Securities"), then CRIC the ---------------------------- Company shall include in such Demand Registration, up to the Maximum Offering Size, first, Registration the Registrable Securities that the Exercising Holder proposes has requested to registerbe registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, secondthe Company may include in such Registration any other securities of the Company and other securities held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities any Non-Exercising Holder proposes to registerincluded in such Demand Registration shall not exceed the Maximum Number of Securities. In such event, and third, any securities CRIC proposes to register and any securities with respect to which the right of the Company or any other security holder has requested registration. CRIC of the Company to include its Common Stock in such registration shall not hereafter enter into any agreement which is inconsistent with be conditioned upon such party's participation in such underwriting and the rights inclusion of priority such party's Common Stock in the underwriting to the extent provided in this Section 2(b)herein. (c) Each If the Company is eligible to use Form S-3, any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act (a "Shelf Registration Statement") relating to any or all of the E-House Holders ---------------------------- Registrable Securities in accordance with the methods and distribution set forth in the Sina Holders, in each case, collectively, Shelf Registration Statement and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Shelf Registration Statement ------------------ shall require the use of one Demand Registration request and shall be subject to the terms of Section 2.1(a). The Holder shall be entitled to an aggregate of three (3) two registrations of Registrable Securities pursuant to this Section 22.1; provided, that a registration requested -------- pursuant to this this Section 2 2.1 shall not be deemed to have been effected for purposes of this Section 2(c2.1(d) unless (i) it has been declared effective by the SECCommission, (ii) it has remained effective for the period set forth in Section 5(a) 2.4(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; providedSEC (other than any such stop order, howeverinjunction, 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 or other requirement of the registration statement) then such Demand Registration shall count as having been effected unless SEC prompted by act or omission of the Exercising Holder pays all Registration Expenses in connection with such revoked Demand Registration within seven (7) days of written request therefor by CRICHolder). (de) Notwithstanding anything to the contrary contained herein, CRIC The Company 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 effect a registration pursuant to this Section 2 shall not be deemed to have been effected unless the Demand Registration Statement relating thereto 2.1: (i) has become effective under prior to the Securities Act and any date which is the six month anniversary of the Registrable Securities date of the Holder included Closing (as defined in such Demand Registration Statement have actually been sold thereunder and the Purchase Agreement); or (ii) has remained effective on or after the date that, pursuant to a written opinion of counsel for the Company, all the Common Stock held by the Investor as a result of the Initial Investment (as defined in the Purchase Agreement) and any exercise of the Warrant (as defined in the Purchase Agreement) can be sold pursuant to Rule 144 in any three month period of at least that specified in Section 5(a(such date being the "144 Sale Date"); providedor ------------- (iii) during the period starting with the date 45 days prior to the Company's estimated date of filing of, howeverand ending on the date 90 days immediately following the effective date of, that if after any Demand Registration Statement requested registration statement pertaining to an underwritten public offering of newly issued securities of the Company with respect to which the Holder has the right to request inclusion of Registrable Securities pursuant to this Section 2 becomes 2.2, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration to become 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.

Demand Registration. (a) Following AIP shall have the date that is one hundred and eighty (180) days after right to require the date hereof and upon receipt Company to effect up to two registrations 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”) their Common Stock on Form S-1 under the Securities Act covering and, if available, unlimited registrations on Form S-2 or S-3 under the Securities Act (any such registration, a "DEMAND REGISTRATION"). Upon receipt of any request for a Demand Registration, the Company shall give prompt written notice of such request to each Stockholder, and, subject to the provisions set forth below, shall include in such Demand Registration all or part Stockholder Shares with respect to which the Company has received written requests for inclusion therein within 30 days after the delivery of the Registrable Securities, and which Company's 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, including shares covered by Vested Options to the extent required to permit that the disposition (Company receives appropriate assurances that such Options will be exercised upon effectiveness of such registration). If other securities are included in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered. (b) If the any Demand Registration relates to that is not an underwritten public offering, all Stockholder Shares included in such offering shall be sold prior to the sale of any of such other securities. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter of for such proposed public offering advises CRIC and the Exercising Holder that, Company that in its reasonable opinion, opinion the number of Registrable Securities requested securities 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 adversely affecting the pricing or marketability thereof, the Company will include in such registration all Stockholder Shares requested to be included therein prior to the inclusion of any securities that are not Stockholder Shares. If the number of Stockholder Shares requested to be included in such registration (including Employee Shares) exceeds the number of securities which in the opinion of such underwriter can be sold without adversely affecting the pricing or marketability of such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then CRIC shall Company will include in such Demand RegistrationRegistration the maximum number of Stockholder Shares that may be so included, up such amount to be allocated ratably among the Maximum Offering Size, first, holders thereof based on 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 percentage of the E-House Holders and outstanding Stockholder Shares held by each such Stockholder (assuming the Sina Holders, in each case, collectively, exercise of all Vested Options held by participating Stockholders). The Company shall be entitled have the right 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 select the SEC, (ii) it has remained effective for the period set forth in Section 5(ainvestment banker(s) and (iiimanager(s) 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) administer 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); providedis an underwritten offering, however, that 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 subject to the actions or omissions to act approval 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 2AIP.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time after the date hereof and upon receipt of hereof, any Group or any other Holder to which rights under this Section 2.1 have been transferred or assigned (a "Demand Registrant") may make a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”"Registration Request") requesting that CRIC effect a for registration (a “"Demand Registration”") under the Securities Act covering all or part of Registrable Securities having a value (determined in the good faith judgment of the Registrable Securities, and which notice shall Board of Directors) of not less than five million dollars. The Registration Request will specify the number of shares of Registrable Securities for which registration is requested proposed to be sold and will also specify the intended method or methods of distribution disposition thereof, CRIC ; provided that the Company 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 not be obligated to cause to be declared effective, a registration statement effect (a “i) more than one Demand Registration Statement”for the Edwa▇▇▇ ▇▇▇up and its transferees, (ii) relating more than two Demand Registrations for the John▇▇▇▇ ▇▇▇up and its transferees, (iii) more than one Demand Registration for B&M and its transferees, or (iv) a Demand Registration if counsel to all of the Company delivers to the Demand Registrant a written opinion in form and substance reasonably satisfactory to the Demand Registrant to the effect that registration under the Securities Act is not necessary in order for the Demand Registrant to sell the Registrable Securities that CRIC has been so requested to register for in the manner contemplated by the Demand Registrant and, following such sale, to the extent required to permit transferee (assuming such transferee is not the disposition (in accordance with the intended method Company or methods of distribution thereof) an - 3 - 4 Affiliate of the Company within the meaning of the Securities Act) will be free to resell such Registrable Securities so registeredwithout restriction and without registration under the Securities Act. (b) If the Demand Registration relates to an underwritten public offering and the managing underwriter For purposes of such proposed public offering advises CRIC and the Exercising Holder thatSection 2.1(a), in its reasonable opinion, the number a registration of Registrable Securities requested to be included in the will not count as a Demand Registration (including securities to be sold by CRIC or any other security holder, including any Holders other than until it has become effective under 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)Act. (c) Each of If the E-House Holders and the Sina HoldersDemand Registrant so elects, 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 shall be made prior to CRIC requesting acceleration in the form of effectiveness an underwritten offering. The Board of Directors shall select the registration statement) then such Demand Registration shall count as having been effected unless the Exercising Holder pays all Registration Expenses book-running managing Underwriter in connection with such revoked offering, and the Demand Registration within seven (7) days of written request therefor by CRICRegistrant may select one additional investment banking firm to serve as co-managing underwriter in connection with the offering. (d) The Company will use its best efforts to effect the registration and the sale of Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable in connection with any Registration Request. (e) Notwithstanding anything to the contrary contained hereinherein contained, CRIC shall the Company will not be required obligated to prepare and file effect (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 until after the first anniversary of 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 Agreement, (ii) has remained effective for a period not more than one Demand Registration between the first and second anniversaries of at least that specified in Section 5(a); providedthe date of this Agreement, however, that if after and (iii) 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 after the fifth anniversary of the SEC or other governmental agency or court solely due to the actions or omissions to act date 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 2Agreement.

Demand Registration. (a) Following IPO and Demand by Holders. (i) TPG, following consultation with LGP and MD, shall have the date right, by delivering or causing to be delivered a written notice to the Issuer by the Majority TPG Investors, to require the Issuer to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of the number of shares of Issuer Shares and Registrable Securities (if any) specified by TPG (in consultation with LGP and MD ) to be so issued and sold in an IPO (an “IPO Demand Registration”). In connection with any such IPO in which TPG is selling (or causing to be sold) Registrable Securities held by it in such IPO (whether pursuant to an IPO Demand Registration or otherwise), the Issuer shall promptly (but in no event more than five (5) Business Days after receipt of any request for an IPO Demand Registration) deliver a written notice to the other Sponsors and the MD Investors and in such event each such Sponsor and MD Investor shall have the right to participate in such offering on a pro rata basis with TPG (it being understood that in connection with any IPO in which TPG is one hundred not selling (or causing to be sold) Registrable Securities held by it, no such notice need be sent and eighty no Registrable Securities of the other Sponsors or the MD Investors need be included in the registration for the IPO). (180ii) days If at any time after the date hereof Effectiveness Date, there is no currently effective Shelf Registration Statement on file with the SEC, (i) any of the Majority TPG Investors, (ii) so long as the MD Investors then hold the Demand Threshold Amount, the Majority MD Investors or (iii) so long as LGP then holds the Demand Threshold Amount, any of the Majority LGP Investors (each of the Majority TPG Investors, the Majority MD Investors and upon receipt of the Majority LGP Investors, a “Demand Holder”) shall have the right to make a written request from a Holder (such Holder, together with its Affiliates, to the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”) under the Securities Act covering Issuer for Registration of all or part of the Registrable SecuritiesSecurities held by it on (x) Form S-1 or any successor form or any similar long-form registration statement (a “Long-Form Registration”), or (y) Form S-3 or any successor form or any similar short-form registration statement (a “Short-Form Registration”) if the Issuer is qualified to use such short form. Any such request pursuant to clauses (i) and which notice (ii) of this Section 6.1(a) shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify (x) the kind and aggregate amount of Registrable Securities to be Registered and/or, in the case of an IPO Demand Registration, the number of shares of Issuer Shares to be issued and sold and the number of Registrable Securities for which registration is requested (if any) to be sold, and (y) the intended method or methods of distribution disposition 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 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.

Demand Registration. (a) Following (i) Distribution shall have the date that is one hundred right, on not more than four occasions in the aggregate, and eighty (180) days after no more frequently than once during any six-month period, to require the date hereof Company to register for offer 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”) sale under the Securities Act covering (a "Demand") all or part of the Registrable Securities, and 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 portion of the Registrable Securities that CRIC has been so requested to register for saleheld by Distribution, subject to the extent required restrictions set forth herein; provided that Distribution shall not be entitled to permit the disposition (in accordance with the intended method or methods of distribution thereof) of make a Demand hereunder unless the Registrable Securities so registered. (b) If the Demand Registration relates subject 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 represent at least 7% of the E-House Holders aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three (3) registrations of Registrable Securities Company receives from Distribution a notice pursuant to this Section 2; provided2(a) (a "Demand Notice"), demanding that a registration requested pursuant the Company register for offer and sale under the Securities Act Registrable Securities, subject to this Section 2 2(b), the Company shall not be deemed to have been effected for purposes of this Section 2(c) unless (i) it has been declared effective by use all reasonable efforts to file as promptly as reasonably practicable with the SECCommission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) it has remained effective for after the period set forth in Section 5(a) and (iii) the offering filing of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement an initial version of the SECRegistration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; 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 Distribution shall not be required entitled to prepare and file be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless Distribution has made an Election. Subject to Section 2(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Distribution for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) more than one (1) Demand Registration Statements in any twelve-month period, or (ii) any Demand 30 days from the Effective Time of such 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 such time as all of at least that specified in Section 5(a); provided, however, that if after any Demand Registration Statement requested pursuant to this Section 2 becomes effective, such Demand Registration Statement is interfered with securities have been disposed of 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 2selling securityholders.

Demand Registration. (a) Following At any time after six (6) months following an initial Public Offering, the date that is one hundred and eighty (180) days after holders of a majority of the date hereof and upon receipt BRS Registrable Securities, the holders of a majority of the FSI Registrable Securities, or the holders of a majority of the Canterbury Registrable Securities, or the holders of a majority of the Blackstone Registrable Securities may make a written request from a Holder (such Holder, together for registration with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”) SEC under and in accordance with the provisions of the Securities Act covering of all or part of its, his or her Registrable Securities; provided, that Acquisition Corp. may, if the Board so determines in the exercise of its reasonable judgment that it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days. (b) The BRS Entities, FSI Entities, Canterbury Entities and Blackstone Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations. (c) Acapulco Corp. will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities, Securities included in such registration. If a Demand Registration is an underwritten offering and which notice shall specify the managing underwriters advise Acapulco Corp. in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, Acapulco Corp. will include in such registration (A) for a Demand Registration which registration is a Qualified Public Offering, (i) first, the Canterbury Registrable Securities and Blackstone Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Canterbury Registrable Securities and Blackstone Registrable Securities requested to be included therein by each such holder, (ii) second, the intended method or methods of distribution thereofother Registrable Securities requested to be included in such registration, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt pro rata among the holders of such written request, file with Registrable Securities on the SEC and use its best efforts to cause basis of the number of shares of Registrable Securities requested to be declared effectiveincluded therein by each such holder and (iii) third, a any other securities of Acquisition Corp. requested to be included in such registration statement (a “Demand Registration Statement”) relating to all pro rata, if necessary, on the basis 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 number of distribution thereof) of the Registrable Securities so registered. (b) If the Demand Registration relates to an underwritten public offering and the managing underwriter shares of such proposed public offering advises CRIC other securities owned by each such holder and the Exercising Holder that(B) for all other Demand Registrations, in its reasonable opinion(i) first, the number of Registrable Securities requested to be included in such registration pro rata, if necessary, among the Demand Registration holders of Registrable Securities based on the number of shares of Registrable Securities owned by each such holder and (including ii) second, any other securities of Acquisition Corp. requested to be sold by CRIC or any other security holderincluded in such registration pro rata, including any Holders other than if necessary, on the Exercising Holder (such Holders, basis of the “Non-Exercising Holders”) exceeds the largest number of shares of such other securities which reasonably can owned by each such holder; provided that (y) if all the Registrable Securities requested to 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 included in such Demand RegistrationRegistration by members of any group set forth above are not to be included, up selection of Registrable Securities to be included from within such group shall be made pro rata based on the Maximum Offering Sizenumber of Registrable Securities that each member of such group shall have requested to be included therein, first, and (z) if any Shareholder has requested inclusion in such Demand Registration and if at least 662/3% of the Registrable Securities the Exercising Holder proposes requested to registerbe included by such Shareholder are not so included, 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, such Shareholder 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 additional Demand Registration hereunder on the same terms and conditions as would 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 applied 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 Shareholder had such earlier 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 not 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 CRICeffected. (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 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.

Demand Registration. (a) Following Subject to Section 6.1(b) and the other terms of this Article VI, each 10% Securityholder shall have the right to, in each case, pursuant to Section 6.1(c) or Section 6.1(d), request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of the Registrable Securities at an aggregate proposed price to the public of not less than $10,000,000 beneficially owned by such 10% Securityholder by submitting a written request for such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within five (5) Business Days from the date of receipt of such Registration Demand) to each of the 2% Securityholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Article VI, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within fifteen (15) Business Days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that is one hundred such 2% Securityholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and eighty use its reasonable best efforts to file with the SEC, within ninety (18090) days after the date hereof of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 6.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Requesting Securityholder included in such Registration Demand and upon receipt of a written request from a Holder (ii) all Registrable Securities that other Requesting Securityholders elect to include in such HolderRegistration Statement, together with its Affiliatespursuant to one or more timely submitted Registration Requests. Thereafter, the “Exercising Holder”) requesting that CRIC Company shall use its reasonable best efforts, in accordance with Section 6.6, to effect a the registration (a “Demand Registration”) of the offering of such Registrable Securities under the Securities Act covering all or part of the Registrable Securitiesand applicable state securities laws, and 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 disposition stated in the Demand underlying 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 Demand. The Company may include in such Demand Registration, up to Registration Statement such number of shares of Common Stock or other Company Securities of the Maximum Offering Size, first, Company as the Registrable Securities the Exercising Holder Company proposes to register, second, offer and sell for its own account or 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 account of any other Registration StatementPerson. (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 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.

Demand Registration. (a) Following At any time after issuance of 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 AffiliatesRegistrable Shares, the “Exercising Holder”) requesting that CRIC effect a Seller shall have the right to request registration (a “"Demand Registration”") under the Securities Act covering all or part of the Seller's Registrable Securities, Shares upon the terms and 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, subject to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registeredterms, conditions and limitations set forth herein. (b) If The Seller may elect to exercise the right to request a Demand Registration pursuant to this Section 2 by furnishing the Company with written notice thereof (a "Demand Notice") which sets forth the number of Registrable Shares requested to be registered and the Seller's preferred method of distribution of such Registrable Shares. The Company shall as soon as practicable after the date on which it receives the Demand Notice, file with the Commission and use its commercially reasonable efforts to cause to become effective a Registration relates Statement which shall cover the Registrable Shares specified in the Demand Notice. (c) Notwithstanding the preference of the Seller as to an underwritten public offering and the method of distribution of any Registrable Shares that may be set forth in a Demand Notice, the Company, in its sole discretion, may determine that the sale of Registrable Shares pursuant to any Demand Registration be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected by the Company. If the lead managing underwriter of any such proposed underwritten public offering advises CRIC and determines in good faith that the Exercising Holder thataggregate number of Registrable Shares to be offered exceeds the number of shares that could be sold without having an adverse effect on such offering (including the price at which the Registrable Shares may be sold), in its reasonable opinionthen, subject to Section 3(a)(v), the number of Registrable Securities requested Shares to be included in the Demand Registration (including securities to offered shall 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 reduced to the Maximum Offering Sizeamount recommended by such lead managing underwriter. The Company shall enter into the same underwriting agreement as shall the Seller, firstcontaining representations, the Registrable Securities the Exercising Holder proposes to registerwarranties, second, the Registrable Securities any Non-Exercising Holder proposes to registerindemnities, and third, any securities CRIC proposes agreements reasonably acceptable to register the Company and any securities not substantially different from those customarily made by an issuer in underwriting agreements 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 CRICsecondary distributions. (d) Notwithstanding In response to any Demand Notice, the Company may, in its sole discretion, prepare and file with the Commission a Registration Statement covering all of the Registrable Shares for offering and sale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement"). The section of the Shelf Registration Statement entitled "Plan of Distribution" shall be prepared in accordance with the requirements of Item 508 of Regulation S-K promulgated by the Commission under the Securities Act ("Regulation S-K") and, notwithstanding anything to the contrary contained herein, CRIC shall not be required provide that the Seller may distribute the Registrable Shares pursuant to prepare and file (i) more than one (1) Demand Registration Statements in any twelve-month period, or (ii) any Demand such Registration Statement within one hundred only during a Sale Period and eighty (180) days following solely in the date of effectiveness of any other Registration Statementmanner set forth on Exhibit A hereto. (e) A The Company shall be entitled to postpone, for a reasonable period of time not in excess of 120 days after its receipt of a Demand Notice, the filing of any Registration requested pursuant to this Section 2 shall not be deemed to have been effected unless the Demand Registration Statement relating thereto Statement, if (i) has become effective under at any time prior to the Securities Act filing of such Registration Statement the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Registrable Securities of the Holder included in Company to disclose matters that otherwise would not be required to be disclosed at such Demand Registration Statement have actually been sold thereunder time and (ii) has remained effective the Company gives the Seller written notice of such postponement. Any such notice need not specify the reasons for a period such postponement if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of at least material non-public information. In the event of such postponement, the Company shall file such Registration Statement as soon as practicable after it shall determine, in its reasonable business judgment, that specified such registration and offering will not interfere with the matters described in the first sentence of this Section 5(a2(e); . If the Company shall postpone the filing of any Registration Statement, the Seller shall have the right to withdraw his request for such registration by giving notice to the Company within 15 days of the notice of postponement. In the event that the Seller withdraws his request in the foregoing manner, such request shall not be counted for purposes of determining the number of registrations to which the Seller is entitled pursuant to Section 3(a)(i) or Section 3(a)(ii) hereof. (f) The Seller may, before any underwriting agreement relating to his Registrable Shares is signed or before any Registration Statement becomes effective, withdraw his Registrable Shares from inclusion therein, should the terms of sale not be satisfactory to him, provided, however, that if such registration shall be deemed to have occurred for the purposes of Section 3(a)(i) and Section 3(a)(ii) hereof, unless the Seller pays, within 20 days after any Demand Registration Statement requested pursuant to this Section 2 becomes effectivesuch withdrawal, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement all 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 out-of-pocket expenses of the Demand Registrations which may be requested pursuant to this Section 2Company incurred in connection with such registration.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days Any time after the date hereof of this Agreement one or more Securityholders with an aggregate Ownership Percentage of least 30% (the “Demand Ownership Threshold”) (provided that after the Company’s initial Public Offering (the “IPO”), such Demand Ownership Threshold shall decrease to 15%) may request that the Company file a Registration Statement to effect the registration and upon receipt sale under the Securities Act, including a Public Offering, of all or any portion of the Registrable Securities held by such requesting party or parties on Form S-1 or any successor thereto (a written request from “Long-Form Registration”) or, if available, a Holder Form S-3 or any successor thereto (such Holdera “Short-Form Registration” and, together with its Affiliateseach Long-Form Registration and Shelf Registration (as defined below), the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect (i) under more than three (3) such Demand Registrations and underwritten Shelf Takedowns, taken together, in any 12-month period in the aggregate for all requesting Securityholders and (ii) any Demand Registration with respect to which the requesting Securityholder (or requesting Securityholders, as the case may be) proposes to sell Registrable Securities Act covering all or part in such Demand Registration at an anticipated aggregate offering price (calculated based upon the market price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $10.0 million unless such Demand Registration includes all of the then-outstanding Registrable Securities. (b) Such request for a Demand Registration shall be made by giving written notice to the Company (a “Demand Registration Notice”), and which notice shall specify the number of Registrable Securities required to be included in the Demand Registration and whether or not such Demand Registration will involve a Public Offering. Upon receipt of any Demand Registration Notice, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) give written notice to all Securityholders holding Registrable Securities of receipt of such Demand Registration Notice (a “Company Demand Registration Notice”) and, subject to the provisions of Section 6, shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for which registration is inclusion therein within ten (10) Business Days after sending the Company Demand Registration Notice. (c) The Company shall use commercially reasonable efforts to prepare and file with (or confidentially submit to) the Commission, within forty-five (45) days after receipt of the Demand Registration Notice, a Registration Statement on Form S-1 or, if applicable, Form S-3 covering all Registrable Securities the requesting Securityholders and other Securityholders have requested be included in such Demand Registration 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 commercially reasonable efforts to cause such Registration Statement to be declared effectiveeffective and to commence the Public Offering, a if applicable, as promptly as practicable. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form registration statement (a “Demand Registration Statement”) relating to all under the rules and regulations of the Securities Act, unless the underwriters, if any, in their reasonable discretion, determine that the use of a Long-Form Registration is necessary in order for the successful offering of such 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) Securities. The Registration Statement may include Common Stock of the Registrable Securities so registeredCompany to be sold by the Company for its own account. (bd) 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 opinionis requested by Securityholders, the number initial requesting Securityholders that beneficially own a majority of the Registrable Securities (on an as converted to Common Stock basis) initially requested to be included in the Demand Registration shall (including securities i) select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering and (ii) if the Common Stock is not then listed on any National Securities Exchange, select the National Securities Exchange the Common Stock is to be sold by CRIC or any other security holder, including any Holders other than listed upon. Notwithstanding 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 thirdforegoing, 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 investment banking firm selected pursuant to this Section 2; provided, that a registration requested pursuant to this Section 2 shall not 2(d) will 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 the reasonable approval 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 CRICCompany. (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 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.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days If at any time after the date hereof and upon receipt of March 31, 1999, Micron shall receive from Intel a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”"DEMAND REQUEST") that Micron register on Form S-3 under the Securities Act covering all (or part if such form is not available, any registration statement form then available to Micron) Registrable Securities equal to at least the lesser of two percent (2%) of the Registrable SecuritiesVoting Securities outstanding on the date of such Demand Request and securities having an aggregate market value of in excess of $100 million on such date, and which notice then Micron shall specify use commercially reasonable efforts to cause 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, specified in such Demand Request (THE "DEMAND REGISTRABLE SECURITIES") to be registered as soon as reasonably practicablepracticable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such written request, file with the SEC and use its best efforts to cause to be declared effectiveDemand Request, a registration statement (a “Demand Registration Statement”"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 effect 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 each such Demand Request shall: (i) specify the event the Exercising Holder revokes a number of Demand Registration request Registrable Securities intended to be offered and sold by Intel pursuant thereto (which revocation may only number of Demand Registrable Securities shall not be made prior to CRIC requesting acceleration less than the lesser of effectiveness two percent (2%) of the registration statementRegistrable Securities outstanding on the date of such Demand Request and securities having an aggregate market value of in excess of $100 million on such date); (ii) then express the present intention of Intel to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration shall count as having been effected unless Statement, (iii) describe the Exercising Holder pays all Registration Expenses in connection with nature or method of distribution of such revoked Demand Registration within seven (7) days of written request therefor by CRIC. (d) Notwithstanding anything Registrable Securities pursuant 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 such Demand Registration Statement within one hundred (including, in particular, whether Intel plans to effect such distribution by means of an underwritten offering or other method); and eighty (180iv) days following contain the undertaking of Intel to provide all such information and materials and take all such actions as may be required in order to permit Micron to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of effectiveness of any other such Demand Registration Statement. (eb) A The procedures to be followed by Micron and Intel, and the respective rights and obligations of Micron and Intel, with respect to the preparation, filing and effectiveness of Demand Registration requested Statements and the distribution of Demand Registrable Securities pursuant to Demand Registration Statements under 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 4.1 are set forth in Section 5(a); provided, however, that 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 24.4 hereof.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days At any time after the date hereof and upon August 12, 2012, after receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) Selling Shareholder requesting that CRIC the Company effect a registration (a “Demand Registration”) under the Securities Act covering all or part at least 250,000 shares of the Registrable Securities, and 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 tothe Company shall, as soon as reasonably practicable, but in any event no later than forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of such written request, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that CRIC the Company 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 the Company and the Exercising Holder Selling Shareholder that, in its reasonable opinion, the number of Registrable Securities securities requested to be included in the Demand Registration (including securities to be sold by CRIC the Company 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 within an acceptable price at which such securities can be sold (the “Maximum Offering Size” )range, then CRIC the Company shall include in such Demand Registration, up to the Maximum Offering Size, Registration first, the Registrable Securities the Exercising Holder Selling Shareholder proposes to register, second, the Registrable Securities securities of any Non-Exercising Holder other selling security holders who have exercised any “piggyback” registration rights, in an amount that together with the securities the Selling Shareholder proposes to register, shall not exceed the “Maximum Number of Securities” (as defined below), such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such other selling security holder), and third, any securities CRIC proposes the Company proposed to register and any in an amount that together with the securities with respect to which any other the initiating security holder has requested registrationand the other selling security holders propose to register, shall not exceed the Maximum Number of Securities. CRIC The Company 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, Selling Shareholder shall be entitled to an aggregate of three two (32) 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 the Company shall not be required to prepare and file (i) more than one (1) Demand Registration Statements Statement in any twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty (180) 120 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 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.

Demand Registration. (a) Following the date that is one hundred and eighty (180) days If at any time after the six month anniversary date hereof and upon receipt of this Agreement, Micron shall receive from TI a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “"Demand Registration”Request") that Micron register on Form S-3 under the Securities Act covering all (or part if such form is not available, any registration statement form then available to Micron) Registrable Securities equal to at least two percent (2%) of the Voting Securities of Micron outstanding on the date of such Demand Request, then Micron shall use commercially reasonable efforts to cause the Registrable Securities specified in such Demand Request (the "Demand Registrable Securities, and 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, ") to be registered as soon as reasonably practicablepracticable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such written request, file with the SEC and use its best efforts to cause to be declared effectiveDemand Request, 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 effect 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 each such Demand Request shall: (i) specify the event the Exercising Holder revokes a number of Demand Registration request Registrable Securities intended to be offered and sold by TI pursuant thereto (which revocation may only number of Demand Registrable Securities shall not be made prior to CRIC requesting acceleration of effectiveness less than two percent (2%) of the registration statementVoting Securities of Micron outstanding on the date of such Demand Request); (ii) then express the present intention of TI to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration shall count as having been effected unless Statement, (iii) describe the Exercising Holder pays all Registration Expenses in connection with nature or method of distribution of such revoked Demand Registration within seven (7) days of written request therefor by CRIC. (d) Notwithstanding anything Registrable Securities pursuant 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 such Demand Registration Statement within one hundred (including, in particular, whether TI plans to effect such distribution by means of an underwritten offering); and eighty (180iv) days following contain the undertaking of TI to provide all such information and materials and take all such actions as may be required in order to permit Micron to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of effectiveness of any other such Demand Registration Statement. (eb) A The procedures to be followed by Micron and TI, and the respective rights and obligations of Micron and TI, with respect to the preparation, filing and effectiveness of Demand Registration requested Statements and the distribution of Demand Registrable Securities pursuant to Demand Registration Statements under 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 4.1 are set forth in Section 5(a); provided, however, that 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 24.4 hereof.

Demand Registration. E-33 (a) Following Obligation to File. At any time following the date that is one hundred and eighty (180) days after Commencement Date, ------------------ promptly upon the date hereof and upon receipt of a written request from a Holder (such Holder, together with its Affiliatesof the Haagen Family, the “Exercising Holder”) requesting that CRIC effect Company will use its reasonable best efforts to file with the Commission a registration (a “Demand Registration”) statement under the Securities Act covering all or part for the offering of the Registrable Securities, and 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 which the Haagen Family requests to register for sale, to be registered (the extent required to permit "Demand Registration"). The Demand Registration shall be on an appropriate form and the disposition (in accordance with the intended method or methods Demand Registration and any form of prospectus included therein shall reflect such plan of distribution thereof) or method of sale as the Haagen Family notifies the Company, including the sale of some or all of the Registrable Securities so registered. (b) If the Demand Registration relates to an underwritten in a public offering and or, if requested by the managing underwriter Haagen Family, subject to receipt by the Company 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 information (including securities information relating to be sold by CRIC or any other security holderpurchasers) as the Company reasonably may require, 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 in a transaction constituting an offering outside the SECUnited States which is exempt from the registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) it has remained effective for in a transaction constituting a private placement under Section 4(2) of the period set forth Securities Act in Section 5(a) and connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement in a transaction under Rule 144A 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 Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such revoked Demand Registration within seven (7) days of written request therefor transaction to permit such shares to be freely tradeable by CRIC. (d) Notwithstanding anything the purchasers thereof. The Company shall use its reasonable best efforts 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 cause the Demand Registration Statement relating thereto (i) has to become effective under effective, and, upon the Securities Act and any request of the Registrable Securities of Haagen Family, keep the Holder included in such Demand Registration Statement have actually been sold thereunder and (ii) has remained effective for a period up to 90 days, unless the distribution of at least that specified in Section 5(a)securities registered thereunder has been earlier completed; provided, however, that if after any Demand Registration Statement requested pursuant to this Section 2 becomes effective, such Demand Registration Statement is interfered will require the Company to prepare or file audited financial statements with respect to any fiscal year by any stop ordera date prior to the date on which the Company would otherwise be required to prepare and file such audited financial statements, injunction or other order or requirement then the Haagen Family must notify the Company at least thirty days in advance of the SEC date upon which such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or other governmental agency or court solely due make amendments to the actions Demand Registration, if required by the Securities Act or omissions if reasonably requested by the Haagen Family or an underwriter of Registrable Securities, including to act reflect any specific plan of CRICdistribution or method of sale, such Demand Registration Statement shall be at the sole expense of CRIC and shall not be included use its reasonable best efforts to have such supplements and amendments declared effective, if required, as one of the Demand Registrations which may be requested pursuant to this Section 2soon as practicable after filing.

Demand Registration. (a) Following At any time after the six month anniversary of the IPO, any Shareholders that on the date that a Demand (as hereinafter defined) is one hundred and eighty made constitute Demand Shareholders (180a “Requesting Shareholder”) days after the date hereof and upon receipt of shall be entitled to make a written request from of Fortress (a Holder (such Holder“Demand”) for registration under the Securities Act of an amount of Registrable Securities that, when taken together with its Affiliatesthe amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Shareholder’s Permitted Transferees, equals or is greater than the “Exercising Holder”Registrable Amount (based on the number of Registrable Securities outstanding on the date such Demand is made) requesting that CRIC effect a registration (a “Demand Registration”) and thereupon Fortress will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act covering all or part of the Registrable Securities, and 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 of: (a “Demand Registration Statement”i) relating to all of the Registrable Securities that CRIC which Fortress has been so requested to register by the Requesting Shareholders for saledisposition in accordance with the intended method of disposition stated in such Demand; (ii) all other Registrable Securities which Fortress has been requested to register pursuant to Section 6.1(b); and (iii) all Shares which Fortress may elect to register in connection with any offering of Registrable Securities pursuant to this Section 6.1, but subject to Section 6.1(g); all to the extent required necessary to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities and the additional Shares, if any, to be so registered. (b) If A Demand shall specify: (i) 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 aggregate 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 registered in such Demand Registration, up (ii) the intended method of disposition in connection with such Demand Registration, to the Maximum Offering Sizeextent then known and (iii) the identity of the Requesting Shareholder (or Requesting Shareholders). Within five days after receipt of a Demand, firstFortress shall give written notice of such Demand to all other Demand Shareholders. Subject to Section 6.1(g), Fortress shall include in the Demand Registration covered by such Demand all 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 Fortress has requested registrationreceived a written request for inclusion therein within ten days after Fortress’ notice required by this paragraph has been given. CRIC Such written request shall not hereafter enter into any agreement which is inconsistent comply with the rights requirements of priority provided a Demand as set forth in this Section 2(b6.1(b). (c) Each of the E-House Holders and the Sina HoldersPrincipal, in each case, collectivelytogether with his Permitted Transferees, shall be entitled to an aggregate of three two Demand Registrations. (3d) registrations of Registrable Securities pursuant to this Section 2; provided, that a registration requested pursuant to this Section 2 A Demand Registration shall not be deemed to have been effected for purposes of this Section 2(c) unless and shall not count as a Demand (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 unless a 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 statement 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 respect 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 90 days (or such shorter period in Section 5(a); provided, however, that if after any which all Registrable Securities included in such Demand Registration Statement requested pursuant to this Section 2 becomes have actually been sold thereunder), (ii) if, after it has become effective, such Demand Registration Statement is interfered with by becomes subject prior to 90 days after effectiveness to any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court solely due for any reason or (iii) if the conditions to closing specified in the actions purchase agreement or omissions to act of CRIC, underwriting agreement entered into in connection with such Demand Registration Statement are not satisfied, other than by reason of any act or omission by such Requesting Shareholders. (e) Demand Registrations shall be at on such appropriate registration form of the sole expense of CRIC SEC as shall be selected by the Requesting Shareholders and shall be reasonably acceptable to Fortress. (f) Fortress shall not be included obligated to (i) maintain the effectiveness of a registration statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than 90 days or (ii) effect any Demand Registration (A) within six months of a “firm commitment” Underwritten Offering in which all Piggyback Shareholders (as one hereinafter defined) were given “piggyback” rights pursuant to Section 6.2 (subject to Section 6.1(g)) and at least 50% of the number of Registrable Securities requested by such Piggyback Shareholders to be included in such Demand Registrations which may Registration were included, (B) within four months of any other Demand Registration or (C) if, in Fortress’ reasonable judgment, it is not feasible for Fortress to proceed with the Demand Registration because of the unavailability of audited or other required financial statements, provided that Fortress shall use its reasonable best efforts to obtain such financial statements as promptly as practicable. In addition, Fortress shall be requested entitled to postpone (upon written notice to all Demand Shareholders) for up to two occasions, and in no event for more than aggregate of 120 days the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure of material, non-public information that Fortress has a bona fide business purpose for preserving as confidential. In the event of a postponement by Fortress of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Shareholder(s) shall have the right to withdraw such Demand in accordance with Section 6.4. (g) Fortress shall not include any securities other than Registrable Securities in a Demand Registration, except with respect to securities held by Investor pursuant to the Investor Shareholder Agreement or with the written consent of Shareholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by Shareholders holding a majority of the Registrable Securities included in such Demand Registration, reasonably acceptable to Fortress, and whose fees and expenses shall be borne solely by Fortress) advises Fortress, in writing, that, in its opinion, the inclusion of all of the securities, including securities of Fortress that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then Fortress shall include in such registration statement only such securities as Fortress is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Shareholders, which, in the opinion of the underwriter or investment bank can be sold without adversely affecting the marketability of the offering, pro rata among such Shareholders requesting such Demand Registration on the basis of the number of such securities requested to be included by such Shareholders and such Shareholders that are Piggyback Sellers; (ii) second, securities Investor proposes to sell; (iii) third, securities Fortress proposes to sell; and (iv) fourth, all other securities of Fortress duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by Fortress. (h) Any time that a Demand Registration involves an Underwritten Offering, Fortress shall select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such Registrable Securities. (i) All rights of the Shareholders under this Section 26.1 shall be subject to the restrictions of Section 3.1.

Demand Registration. (a) Following the date that is one hundred At any time from and eighty (180) after 180 days after following the date hereof and upon subject to Section 2(c) hereof, after receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC Company effect a registration (a “"Demand Registration”") under the Securities Act covering all or part of the Registrable Securities, and Securities which notice shall specify the number of Registrable Securities for which registration is requested and specifies the intended method or methods of distribution disposition thereof, CRIC Company shall use its best efforts to, as soon as reasonably practicable, after promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written requestnotice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon Company shall, as expeditiously as is possible, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a “"Demand Registration Statement”") relating to all shares of the Registrable Securities that CRIC which Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof, as aforesaid) of the Registrable Securities so registered, provided; however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $100,000,000, based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made or (ii) include all Registrable Securities which remain outstanding at such time. (b) If the majority of the Holders in a Demand Registration relates relating to an underwritten a public offering so request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 12 below and the such managing underwriter of such proposed public offering Demand Registration advises CRIC and the Exercising Holder Company in writing 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 such offering is greater than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest total number of securities Securities which reasonably can be sold in such offering therein without having a material adverse effect on the distribution of such offering, including Securities or otherwise having a material adverse effect on the price at which such securities can be sold marketability thereof (the “"Maximum Offering Size” Number of Securities"), then CRIC Company shall include in such Demand Registration, up to the Maximum Offering Size, first, Registration the Registrable Securities that the Exercising Holder proposes Participating Demand Holders have requested to registerbe registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, secondthe number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a pro rata basis. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, Company may include in such Registration any other Securities of Company and other Securities held by other security holders of Company, on a pro rata basis if necessary, in an amount which together with 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 included in such Demand Registration shall not hereafter enter into any agreement which is inconsistent with exceed the rights Maximum Number of priority provided in this Section 2(b)Securities. (c) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three four (34) registrations of Registrable Securities pursuant to this Section 2; provided, that a registration requested . Each Shelf Registration pursuant to this Section 2 4 hereof 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 one registration 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 CRIChereto. (d) Notwithstanding anything to the contrary contained herein, CRIC Company shall not be required to prepare and file (i) more than one two (12) Demand Registration Statements under this Agreement and the Notes Registration Rights Agreement in any twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty (180) 90 days following the date of effectiveness of any Registration Statement (other than a Shelf 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 or any registration statement effective under the Securities Act and any of the Registrable Securities of the Holder included in such Demand Notes 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 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 2Rights Agreement.

Demand Registration. (a) Following the date that is one hundred At any time and eighty (180) days after the date hereof and upon receipt of a written request from a time to time, any Holder (such Holdereach, together with its Affiliates, the a “Exercising HolderSelling Demand Shareholder”) requesting that CRIC effect a registration shall have the right to request in writing (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice request shall specify the number of Registrable Securities for which registration is requested intended to be disposed of by such Selling Demand Shareholder and the intended method or methods of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt ) that the Company register any or all of such written requestSelling Demand Shareholder’s Registrable Securities with an anticipated aggregate offering price to the public of not less than $10,000,000, file unless the anticipated aggregate offering price to the public of all Registrable Securities that remain outstanding at that time is less than $10,000,000, in which case, any such registration shall be for all of the remaining outstanding Registrable Securities, by filing with the SEC and use its best efforts to cause to be declared effective, a registration statement covering such Registrable Securities (a “Demand Registration Statement”) relating ). Upon the receipt of such a request, the Company shall, not later than the 30th calendar day after the receipt of such a request, cause to all be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities that CRIC which the Company has been so requested to register for sale, by such Selling Demand Shareholder to the extent required necessary to permit the disposition (of such Registrable Securities in accordance with the intended method or methods of distribution thereofthereof specified in such request. Promptly after receipt of such request from such Selling Demand Shareholder, the Company shall give notice of such requested registration to all other holders of Registrable Securities in accordance with Section 2.02. The Company will then use its reasonable best efforts to have the Demand Registration Statement covering the Registrable Securities which the Company has been requested to register by such Selling Demand Shareholder, together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.02 or otherwise by notice delivered to the Company within 20 days after the Company has given the required notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities), declared effective by the SEC as soon as practicable thereafter (but in no event later than the 90th calendar day after the receipt of such a request) and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for the underwriters and Selling Demand Shareholders to sell all the Registrable Securities covered by such Demand Registration Statement, or such shorter period which will terminate when all of the Registrable Securities so registeredcovered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder); provided, that the 30 and 90 day dates referenced above shall be extended to the extent that such Demand Registration Statement is not filed or declared effective prior to such dates due to circumstances outside of the Company’s control (e.g., the Company is unable to obtain a required consent or audit report from an outside independent accounting firm with respect to any business acquired by the Company), other than as a result of such circumstances that could have been reasonably anticipated and avoided by the Company, after (except in the case of the preparation of any required financial statements for acquired businesses) receipt of a notice by a Selling Demand Shareholder under this Section 2.01, through the exercise of its reasonable best efforts prior to such 30 or 90 day dates. (b) If the A Demand Registration relates Statement shall be deemed not to an underwritten public offering have become effective (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, related registration 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 deemed not be deemed to have been effected for purposes of this Section 2(ceffected) 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 if, after it has been declared effective, 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 offering of any other Registration Statement. (e) A Demand Registration requested Registrable Securities 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 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 any other governmental agency or court solely due (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the actions or omissions to act of CRICCompany for inclusion therein by a Selling Demand Shareholder) that is not subsequently remedied, such Demand Registration Statement shall be deemed not to have become effective; provided, further, however, if any such stop order, injunction or other order or requirement of the SEC or any other governmental agency or court is subsequently remedied, such Demand Registration Statement shall be deemed not to have been effective during the period of such interference. (c) A Suspension Period with respect to any Demand Registration Statement shall commence on and include the date that the Company gives notice that any Demand Registration Statement is no longer effective or usable for resale of Registrable Securities of the Selling Demand Shareholder, including pursuant to Section 2.06(e)(iv), and shall terminate on the day following the date on which the Selling Demand Shareholder either receives the copies of the supplemented or amended prospectus contemplated by Section 2.06(j) or is advised in writing by the Company that the use of the prospectus may be resumed. (d) If at any time or from time to time any Selling Demand Shareholder intends to sell Registrable Securities in an Underwritten Offering (as defined below) pursuant to a Demand Registration Statement, such Selling Demand Shareholder shall so advise the sole expense Company as part of CRIC and its request made pursuant to Section 2.01(a) hereof. The underwriters shall, in the case of an Underwritten Offering, be selected by Purchaser in consultation with the Company. (e) The Company shall not be included as one obligated to effect, or to take any action to effect, any registration of the Demand Registrations which may be requested Registrable Securities pursuant to this Section 22.01 for up to 180 days immediately following the effective date of any Demand Registration Statement; provided, that the registration obligations of the Company shall not be limited pursuant to this Section 2.01(e) if the number of Registrable Shares underwritten pursuant to any such Demand Registration Statement was limited in accordance with Section 2.03(c).

Demand Registration. (a) Following Waterfall shall have the date that is one hundred and eighty (180) days after the date hereof and upon receipt of right, by delivering a written request from notice to the Company (a Holder (“Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the resale of the number of Registrable Securities Beneficially Owned by the Investor Parties and requested by such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.2(a) under after the Securities Act covering all or part Company has effected two (2) Demand Registrations pursuant to this Section 2.2(a); and provided further, that the Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities, and which notice Securities requested to be registered by the Investor Parties includes at least 20% of the originally issued shares of the Registrable Securities originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $1,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the number of Registrable Securities for which registration is requested and the intended expected method or methods of distribution thereofdisposition of the applicable Registrable Securities. Following receipt of a Demand Notice, CRIC the Company shall use its reasonable best efforts toto file, as soon promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such written requestDemand Notice, file a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Investor Parties in accordance with the SEC and use its best efforts to cause to be declared effective, a registration statement methods of distribution elected by Waterfall (a “Demand Registration Statement”) relating and shall use its reasonable best efforts to all of cause such Registration Statement to be declared effective under the Registrable Securities that CRIC has been so requested to register for sale, to Act as promptly as practicable after the extent required to permit the disposition (in accordance with the intended method or methods of distribution filing thereof) of the Registrable Securities so registered. (b) If any of the Registrable Securities registered pursuant to a Demand Registration relates are to an be sold in a firm commitment underwritten public offering offering, and the managing underwriter underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed public to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering advises CRIC the number or dollar amount of Registrable Securities and such Other Securities that in the Exercising Holder thatopinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in its reasonable opinion, such underwritten offering was requested by any Investor Party based on the number of Registrable Securities requested to be included in Beneficially Owned by such Investor Party; and (ii) second, among any holders of Other Securities, pro rata, based on 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 Other Securities Beneficially Owned by each 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)Other Securities. (c) Each In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the E-House Holders and applicable Registration Statement (or any successor Registration Statement) continuously effective under the Sina Holders, in each case, collectively, shall be entitled to an aggregate Securities Act until the earlier 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 the date when all of the Registrable Securities covered by such Registration Statement have been declared effective by the SEC, sold and (ii) it has remained effective for the period set forth in Section 5(a) and (iii) date on which the offering of Investor Parties cease to own any 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 CRICSecurities. (d) Notwithstanding anything Waterfall shall have the right to notify the contrary contained hereinCompany that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, CRIC in which event the Company shall promptly abandon or withdraw such Registration Statement. The Company shall not be required to prepare and file pay for the expenses of the Investor Parties in connection with any registration proceeding begun pursuant to Section 2.2(a) that has been subsequently withdrawn pursuant to this Section 2.2(d) at the request of Waterfall, unless the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (i2) more than one (1) Business Days prior to the Company’s receipt of such 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 StatementNotice. (e) A Demand With the prior written consent of Waterfall (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall be entitled to coordinate any offerings under this Section 2.2 with any offerings to be effected pursuant to similar agreements with the holders of Other Securities, including, if practicable, by filing one Registration requested Statement for any Registrable Securities being registered 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 2.2 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 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 2all Other Securities.

Demand Registration. (a) Following At any time 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 Affiliatesthis Agreement, the “Exercising Holder”) requesting that CRIC effect a registration Selling Shareholder shall have the right to request in writing (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice request shall specify the number of Registrable Securities for which registration is requested intended to be disposed of and the intended method or methods of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt ) that the Company register any and all of such written request, file the Selling Shareholder’s Registrable Securities by filing with the SEC and use its best efforts to cause to be declared effective, a registration statement covering such Registrable Securities (a “Demand Registration Statement”) relating ). Upon the receipt of such a request, the Company shall, not later than the 45th calendar day after the receipt of such a request, cause to all be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities that CRIC which the Company has been so requested to register for saleby the Selling Shareholder, to the extent required necessary to permit the disposition (of such Registrable Securities in accordance with the intended method or methods of distribution thereofthereof specified in such request, and shall use its best efforts to have such Demand Registration Statement declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the 75th calendar day after the receipt of such a request) of and to keep such Demand Registration Statement continuously effective for 120 calendar days following the date on which such Demand Registration Statement is declared effective by the SEC or has otherwise become effective or such shorter period terminating when all the Registrable Securities so registeredcovered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). (b) If the A Demand Registration relates Statement shall be deemed not to an underwritten public offering have become effective (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, related registration 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 deemed not be deemed to have been effected for purposes of this Section 2(ceffected) unless (i) it has been declared effective by the SEC, (ii) it has remained SEC or otherwise becomes effective for as provided by 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 SECAct; provided, however, that in if, after it has been declared (or becomes) effective, 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 offering of any other Registration Statement. (e) A Demand Registration requested Registrable Securities 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 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 any other governmental agency or court solely due (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied in writing to the actions or omissions to act of CRIC, Company for inclusion therein by the Selling Shareholder) such Demand Registration Statement shall be deemed not to have become effective. (c) The Selling Shareholder may only make five demands under Section 2(a). Any demand by the Selling Shareholder under Section 2(a) shall be for the registration of at least (i) 5% of the total number of Common Shares of the Company outstanding at the sole expense of CRIC time such demand is made; and shall not be (ii) the aggregate public offering price for the Registrable Securities included as one in such demand (based on the closing sale price of the Common Shares on the NYSE, or such other exchange or market on which the Common Shares are principally listed or quoted, if the Common Shares cease to be listed on the NYSE, on the last trading day prior to the delivery of the request) shall be at least $250,000,000. (d) If the Selling Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registrations Registration Statement filed under this Section 2, the underwriter(s), including the managing underwriter(s), shall be selected by the Selling Shareholder, which may underwriter(s) and managing underwriter(s) shall be requested reasonably satisfactory to the Company. (e) No other Person, including the Company or any subsidiary of the Company, shall be permitted to offer securities under any Demand Registration Statement filed pursuant to this Section 22 unless the Selling Shareholder consents in writing.

Demand Registration. (i) After the first date upon which Units held by the Holders may be redeemed until the date on which there are no Registrable Shares (as hereinafter defined) remaining, subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 1(b)(ii) below, any Holder or Holders may request that the Company cause to be filed a registration statement (a "Demand Registration Statement") under Rule 415 under the Securities Act relating to the sale by such Holders of their previously or concurrently issued Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holders upon redemption or in exchange for their Units, excluding (A) Common Stock for which a Registration Statement relating to the issuance or sale thereof shall have become effective under the Securities Act and which have been issued or sold, as applicable, under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock which, together with all other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), is eligible for sale pursuant to Rule 144(e) under the Securities Act. Upon receipt of any such request, the Company shall give written notice of such proposed registration to all Holders of Units and Registrable Shares. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Demand Registration Statement such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the Company shall use reasonable efforts to cause such Demand Registration Statement to be filed and declared effective by the SEC for all Registrable Shares which the Company has been requested to register as soon as practicable thereafter. The Company agrees to use reasonable efforts to keep the Demand Registration Statement continuously effective until the earliest of (a) Following the date that is one hundred and eighty on which the Holders no longer hold any Registrable Shares registered under the Demand Registration Statement, (180b) days after the date hereof and upon receipt of a written request from a on which the Registrable Shares registered under the Demand Registration Statement held by each Holder (such Holdermay, together with its Affiliatesall other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”be sold by such Holder pursuant to Rule 144(e) under the Securities Act covering all or part of (c) the Registrable Securities, and date which notice shall specify is six (6) months from 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 effective date 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”. Lexington agrees not to request more than five (5) 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 Statements 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(a1(b) and (iii) the offering of Registrable Securities pursuant each Holder other than Lexington agrees not 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 1(b). In addition, the Company shall not be deemed required to have been effected unless the file and effect a new 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 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 1(b) until a period of six (6) months has elapsed from the termination of the SEC or other governmental agency or court solely due registration statement with respect 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 2Registrable Shares covered by a prior registration request.

Demand Registration. At any time during the five year period following the Closing Date, the Investor, holding in the aggregate not less than (ai) Following 25% of the date that aggregate Registrable Securities outstanding or (ii) Registrable Securities having a fair market value of at least $2 million, whichever is one hundred and eighty (180) days after the date hereof and upon receipt of less, may make a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”"DEMAND NOTICE") requesting that CRIC effect a for registration (a “Demand Registration”) under the Securities Act covering all or part (a "DEMAND REGISTRATION") of the such Registrable Securities, and which notice shall . The Demand Notice will specify the number of shares of Registrable Securities for which registration is requested proposed to be sold and will also specify the intended method or methods of distribution disposition thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after . Following receipt of such written requesta Demand Notice from the Investor, the Company promptly will 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 on any appropriate form which will cover the Registrable Securities that CRIC the Company has been so requested to register for saleby the Investor. Unless the Investor shall consent in writing, to no party (including the extent required to permit the disposition Company) other than a Pecuniary Owner, USAA Real Estate Company (in accordance with the intended method "Realco"), MS Real Estate Special Situations Inc. ("MRSE") or methods certain clients of distribution thereof) Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇et Management Inc. who have purchased Common Shares of the Registrable Securities so registered. Company (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 opinionclients together with MRSE, the number of Registrable Securities requested "Purchasers") shall be permitted to be included in the Demand Registration (including offer securities to be sold by CRIC or under 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 The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in be required to effect more than three Demand Registrations under 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 . A registration requested pursuant to this Section 2 shall 2(b) will not be deemed to have been effected for purposes (and it shall not count as one of this Section 2(cthe three Demand Registrations) unless (i) it the Registration Statement relating thereto has been declared become effective by under the SECSecurities Act; provided, (ii) it however that if, after such Registration Statement has remained effective for the period set forth in Section 5(a) and (iii) become effective, the offering of the 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 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 CRICcourt, such Demand Registration Statement shall registration will be at the sole expense of CRIC deemed not to have been effected (and it shall not be included count as one of the three Demand Registrations Registrations). The Investor, holding in excess of 50% of the Registrable Securities covered by a Demand Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the three Demand Registrations). If the Investor, holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elects, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included, which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities or shares of Realco or the Purchasers, if any, may be requested excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the three Demand Registrations. If more than 5% of the amount of Registrable Securities proposed to be registered hereunder are required to be excluded pursuant to this Section 2paragraph, the number of Registrable Securities of the Investor and the number of shares of Realco or each Purchaser, if any, to be included in such Registration shall be reduced pro rata (according to the total number of Registrable Securities or shares, as the case may be, beneficially 5 owned by each such holder), to the extent necessary to reduce the total amount necessary to be included in the Offering to the amount recommended by such managing underwriter or underwriters. No registration pursuant to a request or requests referred to in this subsection 2(b) shall be deemed to be a Shelf Registration.

Demand Registration. (a) Following If the date that Company is one hundred and eighty (180) days after unable to file, cause to be effective or maintain the date hereof and upon receipt effectiveness of a Shelf Registration Statement as required under Section 5.01, each Investor Representative shall have the right by delivering a written request from notice to the Company (a Holder (such Holder, together with its Affiliates, the “Exercising HolderDemand Notice”) requesting that CRIC effect a registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities held by any Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice ). A Demand Notice shall also specify the number of Registrable Securities for which registration is requested and the intended expected method or methods of distribution thereofdisposition of the applicable Registrable Securities. Following receipt of a Demand Notice, CRIC the Company shall use its reasonable best efforts toto file, as soon promptly as reasonably practicable, but not later than 45 days after receipt by the Company of such written requestDemand Notice (subject to paragraph (e) of this Section 5.02), file a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the SEC and use its best efforts to cause to be declared effective, a registration statement methods of distribution elected by such Holders (a “Demand Registration Statement”) relating and shall use its reasonable best efforts to all of cause such Registration Statement to be declared effective under the Registrable Securities that CRIC has been so requested to register for sale, to Act as promptly as practicable after the extent required to permit the disposition (in accordance with the intended method or methods of distribution filing thereof) of the Registrable Securities so registered. (b) If any of the Registrable Securities to be registered pursuant to a Demand Registration relates are to an be sold in a firm commitment underwritten public offering offering, and the managing underwriter underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed public to be sold in such offering, together with any other securities proposed to be included by Holders which are entitled to exercise piggyback registration rights as set forth herein with respect to such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Piggyback Securities, then there shall be included in such firm commitment underwritten offering advises CRIC the number or dollar amount of Registrable Securities and such other securities that in the Exercising Holder thatopinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and other securities shall be allocated for inclusion as follows: (i) first, among the Holders of the Registrable Securities set forth in its reasonable opinionthe Demand Notice, pro rata (if applicable), based on the number of Registrable Securities requested Beneficially Owned by each such Holder; and (ii) second, among the Holders holding Registrable Securities exercising piggyback registration rights under Section 5.03 with respect 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 In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the E-House Holders applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Company shall be obligated to effect a total of only two Demand Registrations or Shelf Demand Offerings pursuant to Sections 5.01 and the Sina Holders5.02, in each casethe aggregate, collectively, shall be entitled to an aggregate at the request of three (3) registrations of Registrable Securities the ▇▇▇▇▇▇▇ Representative and two Demand Registrations or Shelf Demand Offerings pursuant to this Section 2; providedSections 5.01 and 5.02, 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 in the SECaggregate, (ii) it has remained effective for at 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 request of the SECTrusts Representative; provided, however, that any such Demand Registration or Shelf Demand Offering shall in no event be in amount less than $250 million. In the event the Exercising Holder revokes Company has failed to keep the Shelf Registration Statement continuously effective, and the Company receives from an Investor Representative a notice requesting that the Company effect a registration on Form S-3 (provided that the Company is eligible to effect such registration on Form S-3 at such time), the Company shall be obligated to effect any such requested registration on Form S-3 without regard to the number of Demand Registration request (which revocation may only be made prior Registrations made. The ▇▇▇▇▇▇▇ Representative and the Trusts Representative shall use commercially reasonable efforts to CRIC requesting acceleration coordinate the timing of effectiveness of their Demand Notices under this Section 5.02 so as to not unduly burden the registration statement) then such Demand Registration shall count as having been effected unless the Exercising Holder pays all Registration Expenses Company in connection with such revoked its fulfilling its obligations under this Article V, it being understood that the Company shall fulfill all its obligations under this Article V if the Company receives any Demand Registration within seven (7) days of written request therefor by CRICNotice. (de) Notwithstanding anything to the contrary contained hereinin this Agreement, CRIC the Company shall not be required entitled, from time to prepare and file time on or after the Closing Date, to declare a Suspension Period, provided that the Company delivers a written certificate to the Holders signed by either the Chief Executive Officer of the Company or the Chief Financial Officer of the Company, certifying that the Company has determined, in its good faith judgment, that such action or proposed action (i) more than one (1) Demand Registration Statements would adversely affect or interfere with any proposal or plan by the Company or any of its affiliates to engage in any twelve-month periodmaterial financing or in any material acquisition, merger, consolidation, tender offer, business combination, securities offering or other material transaction or (ii) any Demand Registration Statement within would require the Company to make an Adverse Disclosure. Notwithstanding the foregoing, the Company shall have the right, exercisable one hundred time from and eighty (180) days following after the date of effectiveness of any other Registration Statement. (e) A Demand Registration requested pursuant to Closing Date under either this Section 2 5.01(e) or Section 5.02(e), to extend the successive 30-day or aggregate 90-day Suspension Period limitation for up to an additional 15 days, provided that the Company shall not be deemed deliver a written certificate to have been effected unless the Holders signed by either the Chief Executive Officer of the Company or the Chief Financial Officer of the Company certifying that the Company has a proposal or plan with respect to a material acquisition, merger, consolidation, tender offer, business combination or other strategic transaction and that, in its good faith judgment, such action would adversely affect or interfere with such proposal or plan. Immediately upon receipt of such notice, the Holders covered by the Demand Registration Statement relating thereto (i) has become shall discontinue the disposition of Registrable Securities under such Demand Registration Statement until the requisite changes to the Prospectus have been made as required below. Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of, or the use of the Demand Registration Statement, except as required by applicable law or court order. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Holders of such termination. After the expiration of any Suspension Period and without any further request from any Holder, the Company shall as promptly as reasonably practicable prepare a post-effective under amendment or supplement to the Securities Act and Demand Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the Holder included in such circumstances under which they were made, not misleading. (f) The Demanding Investor Representative, as applicable, shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration Statement have actually been sold thereunder and (ii) has remained effective for a period of at least that specified be abandoned or withdrawn, in Section 5(a)which event the Company shall promptly abandon or withdraw such Registration Statement; provided, however, that 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 abandonment 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 withdrawal of the Demand Registrations which may Registration shall be requested pursuant permissible only if, at the time of such notice to this the Company, (i) no action has been taken under Section 25.04(xiv) and (ii) no offers for the Registrable Securities had been made under such Demand Registration.

Demand Registration. (ai) Following Distribution shall have the date that is one hundred right, on not more than four occasions in the aggregate, and eighty (180) days after no more frequently than once during any six-month period, to require the date hereof Company to register for offer 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”) sale under the Securities Act covering (a "Demand") all or part a portion of the Registrable Securities held by Distribution, subject to the restrictions set forth herein; provided that Distribution shall not be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Distribution a notice pursuant to this Section 2(a) (a "Demand Notice"), demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 2(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and which notice sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall specify not, unless the number Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless Distribution has made an Election. Subject to Section 2(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Distribution for resales of Registrable Securities for which registration is requested and an Effectiveness Period ending on the intended method or methods earlier of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt (i) 30 days from the Effective Time of such written request, file with the SEC Registration Statement and use its best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”ii) relating to such time as all of such securities have been disposed of by 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 registeredselling securityholders. (b) If The Company shall have the Demand right to postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness, of a Registration relates Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if the Company determines based upon the advice of counsel that it would be advisable to not disclose in the Registration Statement a planned or proposed financing, acquisition or other corporate transaction or other material information, and the Company shall have determined in good faith that such disclosure is not in the best interests of the Company and its stockholders; provided that no one such postponement shall exceed 90 days in any six-month period and all such postponements shall not exceed 180 days in the aggregate. The Company shall advise Distribution of any such determination as promptly as practicable after such determination. (c) In connection with an underwritten public offering and offering, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of Applicable Securities subject to a Demand exceeds the number which can be sold in such proposed public offering advises CRIC and offering, the Exercising Holder Company shall include in such Registration the number of Applicable Securities that, in the opinion of such managing underwriter or underwriters, can be sold in such offering. EXHIBIT 1.46 (d) The Company may include in any Registration requested pursuant to Section 2(a) hereof other securities for sale for its reasonable opinionown account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of Registrable Applicable Securities requested to be included in by Distribution, together with other securities for sale for the Demand Registration (including securities to be sold by CRIC account of the Company or any other security holderPerson, including any Holders other than to be registered exceeds the Exercising Holder (number which can be sold in such Holdersoffering, the “Non-Exercising Holders”) exceeds Company shall include in such Registration the largest number of Applicable Securities and other securities which reasonably that, in the opinion of such managing underwriter or underwriters, 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 as follows: (the “Maximum Offering Size” ), then CRIC shall include in such Demand Registration, up to the Maximum Offering Size, i) first, the Registrable Applicable Securities the Exercising Holder proposes requested to register, be registered by Distribution and (ii) 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 securities requested registration. CRIC shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided to be included in this Section 2(b)such Registration. (ce) Each of Distribution shall have the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled right 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 withdraw any Demand (i) it prior to the time the Registration Statement in respect of such Demand has been declared effective by the SECeffective, (ii) it has remained effective for upon the period set forth in Section 5(a) and (iii) issuance by the offering Commission or any other governmental agency of Registrable Securities pursuant to such registration is not subject to any a stop order, injunction or other order which interferes with such Registration, (iii) upon the Company's availing itself of Section 2(b), or requirement (iv) if Distribution is prevented pursuant to Section 2(c) or (d) from selling all of the SEC; providedApplicable Securities it requested to be registered. Notwithstanding such request to withdraw the Demand, howeverthe Registration requested by Distribution shall nonetheless be deemed to have been effected (and, that therefore, requested) for purposes of Section 2(a) hereof if Distribution withdraws any Demand (A) pursuant to clause (i) of the preceding sentence after the Commission filing fee is paid with respect thereto or (B) pursuant to clause (iv) of the preceding sentence in circumstances where at least 50% of the event Applicable Securities requested to be included in such Registration by Distribution could have been included, and in each case, (x) the Exercising Holder revokes Company has not availed itself of Section 2(b) with respect to such Registration request or (y) the Company has availed itself of Section 2(b) and the withdrawal request is not made within 10 days after the termination of the suspension period occasioned by the Company's exercise of its rights under Section 2(b). If Distribution withdraws a Demand but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration request (which revocation may only so requested as to securities other than the Applicable Securities, Distribution shall be made entitled to participate in such Registration pursuant to Section 3, but in such case the Intended Offering Notice shall be required to be given to Distribution at least five business days prior to CRIC requesting acceleration of effectiveness the anticipated filing date of the registration statement) then Registration Statement, or if such Registration Statement has already been filed, within 10 business days after receipt of the request to withdraw Demand Registration from Distribution and Distribution shall count as having been effected unless be required to give the Exercising Holder pays all Registration Expenses in connection with Piggy-back Notice no later than 3 business days after the Company's delivery of such revoked Demand Registration within seven (7) days of written request therefor by CRICIntended Offering Notice. (df) Notwithstanding anything to In the contrary contained herein, CRIC shall not be required to prepare and file (i) more than one (1) Demand event that any 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 involve, in whole or in part, an underwritten offering, one co-lead managing underwriter shall be deemed selected by the Company and shall be reasonably acceptable to have been effected unless Distribution, and the Demand Registration Statement relating thereto (i) has become effective under the Securities Act other co-lead underwriter shall be selected by Distribution, 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 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 shall be reasonably acceptable to the actions or omissions to act of CRIC, such Demand Registration Statement Company. Any additional co-managing underwriters shall be at selected by the sole expense of CRIC and shall not be included as one of the Demand Registrations which may be requested pursuant to this Section 2Company.

Demand Registration. (a) Following Upon the date that is one hundred and eighty (180) days after the date hereof and upon receipt of a written request from a of any Initial Holder that purchased $5 million or greater of the aggregate amount of the Registrable Securities held by Initial Holders on October 30, 1998 or any Permitted Transferee of any such Initial Holder that at the time of the written request owns $5 million or greater of the aggregate amount of Registrable Securities held by Initial Holders on that date (such an "Initiating Holder, together with its Affiliates, the “Exercising Holder”") requesting in writing that CRIC the Company or JCC Holding, as the case may be, effect a the registration (a “Demand Registration”) under the Securities Act covering all of such Initiating Holder's Registrable Securities (or part a portion thereof), and specifying the intended method of disposition thereof, the Company or JCC Holding, as the case may be, will promptly give written notice of such requested registration (the "Demand Registration") at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to any other Initial Holders who hold Registrable Securities at such time (based on the books and records of the transfer agent or registrar with respect to the Registrable Securities), and 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 thereupon will use its best commercially reasonable efforts toto effect, 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 under the Securities Act of: (a “Demand Registration Statement”i) relating to all of the Registrable Securities that CRIC the Company or JCC Holding has been so requested to register for saleby the Initiating Holder then held by the Initiating Holder; and (ii) all Registrable Securities that any other Initial Holder has requested the Company or JCC Holding to register by written request received by the Company or JCC Holding, as the case may be, within 20 days after the delivery to such Initial Holders of the written notice given by the Company or JCC Holding, as the case may, pursuant to Section 2(a) above (such other Initial Holders who have requested registration being referred to herein as "Additional Selling Holders" and, together with the Initiating Holder, as the "Requesting Holders"), all to the extent required necessary to permit the disposition in an underwritten offering (in accordance with the intended method or methods of distribution thereofthereof as aforesaid) of the Registrable Securities so to be registered. ; provided that the Company or JCC Holding, as the case may be, shall not be obligated to effect more than one Demand Registration pursuant to this Section 2 for any Initiating Holder and no more than two Demand Registrations in the aggregate; provided further that no Initial Holder(s) will be permitted to require any Demand Registration prior to the earlier of (bi) If 18 months after the Casino (as defined in the Plan) opens for business and (ii) the filing by the Company of its third Annual Report on Form 10-K under the Exchange Act; provided further that the Company or JCC Holding, as the case may be, shall not be obligated to effect the Demand Registration relates contemplated by this Section 2(a) unless the aggregate Registrable Securities requested to an underwritten public offering be included in such Demand Registration by the Requesting Holders would have a gross sales price of at least $5 million. Promptly after the expiration of the 20-day period referred to in Section 2.1(a)(ii) hereof, the Company or JCC Holding, as the case may be, will notify the Initiating Holder of any Additional Selling Holders and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, the number amount of Registrable Securities requested to be included in the Demand Registration (including securities by such Additional Selling Holders. The Initiating Holder requesting a registration under this Section 2(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Requesting Holders, by providing a written notice to the Company or JCC Holding, as the case may be, and such other Requesting Holders revoking such request, in which case such request, so revoked, shall not be considered the Demand Registration if, and only if, any fees and expenses incurred by the Company or JCC Holding as a result of such revoked request are paid by the Initiating Holder; provided, however, that the Initiating Holder may only revoke such request if the Initiating Holder owns a majority of the aggregate amount of Registrable 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 included in such Demand Registration. (b) Except as provided in Section 2(a), up the Company or JCC Holding will pay all Registration Expenses in connection with the first Demand Registration so long as not more than $4.999 million aggregate principal amount of Registrable Securities remains outstanding after giving effect to the Maximum Offering Sizeregistration of Registrable Securities pursuant to such Demand Registration. If more than $4.999 million aggregate principal amount of Registrable Securities remains outstanding after giving effect to the first Demand Registration, firstthen in the first and each subsequent Demand Registration each Requesting Holder shall be severally liable for, and shall pay for, its pro rata share (i.e., the percentage resulting from dividing its Registrable Securities subject to the Exercising Holder proposes to register, second, the applicable Demand Registration by all Registrable Securities any Non-Exercising Holder proposes subject to register, such Demand Registration) of one half of all Registration Expenses relating to the applicable Demand Registration 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 Company or JCC Holding will pay the balance of priority provided in this Section 2(b)such Registration Expenses. (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 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 unless 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 statement relating thereto (ix) 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 (iiy) has remained effective for a period of at least that specified 90 days (or such shorter period in Section 5(awhich all Registrable Securities of the Requesting Holders have actually been sold thereunder); provided, however, that (ii) if after any Demand Registration Statement requested pursuant to this Section 2 becomes it has become effective, such Demand Registration Statement registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due for any reason not attributable to the actions Requesting Holders and has not thereafter become effective, or omissions (iii) if the conditions to act closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of CRICa failure on the part of the Requesting Holders. (d) If the managing underwriter of the underwritten offering shall advise the Company or JCC Holding, as the case may be, in writing (with a copy to each Requesting Holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such Demand Registration Statement registration exceeds the number which can be sold in such offering within a price range acceptable to the Requesting Holders owning the majority of the Registrable Securities requested to be included in such registration, the Company or JCC Holding, as the case may be, will include in such registration, to the extent of the number which the Company or JCC Holding, as the case may be, is so advised can be sold in such offering (the "Maximum Offering Size"), Registrable Securities requested to be included in such registration allocated among the Requesting Holders on a pro rata basis (based upon the amount of Registrable Securities requested to be registered by each such Requesting Holder, as compared to the aggregate amount of Registrable Securities requested so to be registered). (e) JCC Holding and the Company will cooperate in the performance of their obligations under this Section 2. (f) The underwriter or underwriters of the underwritten offering of the Registrable Securities so to be registered shall be at selected by the sole expense of CRIC and shall not be included as one mutual agreement of the Demand Registrations which Company or JCC Holding, as the case may be, and the holders of a majority of the Registrable Securities so to be requested registered. (g) Whenever the Company or JCC Holding shall effect a registration pursuant to this Section 22 in connection with the underwritten offering by one or more Requesting Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the managing underwriter of such offering shall have advised each Requesting Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering.