0001104659-13-085016 Sample Contracts

SECOND AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • November 15th, 2013 • IFM Investments LTD • Real estate agents & managers (for others) • New York

SECOND AMENDMENT (this “Amendment”) dated as of November 15, 2013, 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”), as amended by the FIRST AMENDMENT TO THE RIGHTS AGREEMENT dated as of June 6, 2012 between the Company and the Rights Agent. Capitalized terms used herein shall have the same meanings ascribed to them in the Rights Agreement.

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