0001193805-12-000600 Sample Contracts

Contract
Deposit Agreement • April 5th, 2012 • JPMorgan Chase Bank, N.A. - ADR Depositary • Real estate agents & managers (for others) • New York

AMENDMENT NO. 1, dated as of April , 2012 (the "Amendment"), to the Deposit Agreement dated as of January 27, 2010 (the "Deposit Agreement") among IFM Investments Limited, incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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