[Execution Version FIRST AMENDMENT TO THE RIGHTS AGREEMENT FIRST AMENDMENT (this “Amendment”) dated as of June 6, 2012, to the RIGHTS AGREEMENT dated as of November 17, 2010 (the “Rights Agreement”), between IFM Investments Limited, a Cayman corporation (the “Company”), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company (the “Rights Agent”). WHEREAS the] [Execution Version DATED 27 APRIL 201 2 IFM OVERSEAS PARTNERS L.P. IFM OVERSEAS LIMITED IFM INVESTMENTS LIMITED DONALD ZHANG HARRY LU - and — GL ASIA MAURITIUS II CAYMAN LTD. RESTRUCTURING DEED DATED 27 APRIL 2012 Ref: HKOC/JY/40097.00023 HKGLIB01/HKPS/956396.15 Hogan Lovells, 11th Floor, One Pacific Place, 88 Queensway, Hong Kong CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 4 2. THE] [Supplemental deed to the Restructuring Deed To: IFM Overseas Partners L.P. (acting through its general partner IFM Overseas Limited) IFM Investments Limited Donald Zhang Harry Lu 6 June 2012 RESTRUCTURING DEED DATED 27 APRIL 2012 BETWEEN, AMONGST OTHERS, IFM OVERSEAS PARTNERS L.P. (AS THE ISSUER) (ACTING THROUGH ITS GENERAL PARTNER, IFM OVERSEAS LIMITED), IFM INVESTMENTS LIMITED, DONALD ZHANG, HARRY LU] [Century 21 China Real Estate Announces Completion of Settlement of Shareholder Petition BEIJING, June 08 , 2012 — IFM Investments Limited (NYSE: CTC) (“Century 21 China Real Estate” or the “Company”), a leading comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21® brand in China, today announced that the Company and the Company’s founders have completed] [FORM 6-K 2012 IFM INVESTMENTS LIMITED 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing, 100004 People’s Republic of China Form 20-F x Form 40-F o o o o No x S Number Description of Document 2.1]

[Century 21 China Real Estate Announces Results of Annual General Meeting and Extraordinary General Meeting BEIJING, May 31 , 2012 /PRNewswire-Asia-FirstCall/— IFM Investments Limited (NYSE: CTC) (“Century 21 China Real Estate,” the “Company” or “CTC”), a leading comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21®brand in China, today announced that its annual general meeting of] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF IFM INVESTMENTS LIMITED (Adopted by way of a special resolution passed on May 31, 2012 ) I N D E X SUBJECT Article No. Table A 1 Interpretation 2 Share Capital 3 Alteration Of Capital 4-7 Share Rights 8-9 Variation Of Rights 10-11 Shares] [FORM 6-K 2012 IFM INVESTMENTS LIMITED 26/A, East Wing, Hanwei Plaza No.7 Guanghua Road, Chaoyang District Beijing, 100004 People’s Republic of China Form 20-F x Form 40-F o o o o No x S Number Description of Document]