Cbre Group Inc. (CBG): ValueAct Capital Raises Stake, Signs $250 Million Purchase Agreement With Goldman Sachs

Page 14 of 16 – SEC Filing

SCHEDULE 13D
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CUSIP NO. 12504L109 Page 14 of 16
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3. Broker may make purchases pursuant to this Purchase Agreement in
the open market or through privately negotiated transactions.

4. Purchaser represents, warrants and covenants that:

(i) As of the date hereof, Purchaser is not aware of material
nonpublic information concerning Purchaser or CBRE Group, Inc. and is
entering into this Purchase Agreement in good faith and not as part of a plan
or scheme to evade the prohibitions of Rule 10b5-1;

(ii) Purchaser will not, during the period this Purchase
Agreement is in effect, enter into any comparable agreement with any other
broker if the period of such comparable agreement shall overlap with the
period of this Purchase Agreement;

(iii) Purchases of Stock pursuant to this Purchase Agreement are
not prohibited or restricted by any legal, regulatory or contractual
restriction or undertaking binding on the Purchaser and are duly authorized
by the Purchaser; and

(iv) Purchaser shall immediately notify Broker if any of the
statements contained in paragraphs 4(iii) above become inaccurate prior to
the termination of this Purchase Agreement.

5. Payment for Stock purchased under this Purchase Agreement shall
be made in accordance with normal settlement procedures. Broker shall
establish a Purchase account for Purchaser into which purchased shares of
Stock will be deposited against payment to Broker of the purchase price and
Broker?s compensation. These shares of Stock will be placed into transfer on
a weekly basis. Purchaser agrees that the obligation of Broker to make
Purchases on any day on which Purchases are to occur pursuant to this
Purchase Agreement is conditioned upon Purchaser maintaining compliance with
normal settlement procedures. Any failure by Purchaser to maintain such
compliance, as reasonably determined by Broker, shall be deemed an event of
termination, and no further Purchases shall thereafter be made pursuant to
this Purchase Agreement.

6. Broker shall provide Purchaser with written confirmation of
purchases executed on behalf of Purchaser on a daily basis (showing the date
of the transactions, the number of shares purchased, the price paid, Broker?s
compensation for the purchases, and settlement dates), as well as other
market data or account reports that Purchaser may reasonably request. Unless
otherwise directed by Purchaser, such confirmation shall be delivered to
[redacted].

7. Purchaser understands that Broker may not be able to effect a
Purchase due to a market disruption or a legal or regulatory restriction or a
restriction under the terms of any contract applicable to Broker (including
any restriction, whether pursuant to a contract, internal policy or
otherwise, applicable to Broker when it is involved in a distribution of
Stock on behalf of Purchaser or another party) (a ?Blackout?). Purchaser
also understands that even in the absence of a Blackout, Broker may be unable
to effect Purchases consistent with ordinary principles of best execution due
to insufficient volume of trading, failure of the Stock to reach and sustain
a limit order price, or other market factors in effect on the date of a