0001193125-10-001273 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2010 • IFM Investments LTD • New York

This Indemnification Agreement (the “Agreement”) is entered into as of , by and between IFM Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).

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RESTATED CENTURY 21 INTERNATIONAL SUBFRANCHISE AGREEMENT FOR THE PEOPLE’S REPUBLIC OF CHINA March 22, 2000
Subfranchise Agreement • January 5th, 2010 • IFM Investments LTD • New Jersey

This Agreement is made as of the 22nd day of March, 2000, by and between Cendant Global Services B.V., a private company with limited liability, organized under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands, and having its principal place of business at Officia I, De Boelelaan 7, 1083 H.J. Amsterdam, The Netherlands (“GLOBAL” or “Franchisor”) and IFM Company Ltd., a private company with limited liability, organized under the laws of the Cayman Islands, having its principal place of business at 305/333 Sylvan Avenue, Englewood Cliffs, New Jersey U.S.A. 07632 (“Subfranchisor”).

Labor Contract
Labor Contract • January 5th, 2010 • IFM Investments LTD

Party A and Party B have entered into the following Labor Contract (including appendixes: Contract on Protection of Business Secret, Contract on Prohibition of Business Competition, and Supplemental Agreement of the Labor Contract, when applicable) (hereinafter referred to as Contract) according to the Labor Law of the People’s Republic of China as well as other related national and local laws and regulations and following the principles of equality, voluntariness and unanimity through consultation.

EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2010 • IFM Investments LTD

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is entered into between IFM Investments Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (“Executive”).

REGISTRATION RIGHTS AGREEMENT between IFM INVESTMENTS LIMITED IFM OVERSEAS PARTNERS L.P. GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C. GL ASIA MAURITIUS II CAYMAN LIMITED and REALOGY CORPORATION December 30, 2009
Registration Rights Agreement • January 5th, 2010 • IFM Investments LTD • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 2009 (this “Agreement”), between IFM INVESTMENTS LIMITED, a company organized under the laws of the Cayman Islands (the “Company”), IFM OVERSEAS PARTNERS L.P., a Cayman Islands limited partnership (the “Partnership”), GOLDMAN SACHS STRATEGIC INVESTMENTS (ASIA) L.L.C. (“Goldman Sachs”), and GL ASIA MAURITIUS II CAYMAN LIMITED (“GL Asia”), and REALOGY CORPORATION (“Realogy”).

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