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

Page 15 of 16 – SEC Filing

SCHEDULE 13D
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CUSIP NO. 12504L109 Page 15 of 16
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Purchase set forth in Annex A (“Unfilled Purchases”).

8. Broker agrees that if Purchaser enters into a transaction that
results, in Purchaser?s good faith determination, in the imposition of
trading restrictions on the Purchaser (each, a ?Purchaser Restriction?), and
if Purchaser shall provide Broker prior notice, then Broker will cease
effecting Purchases under this Purchase Agreement until notified by Purchaser
that such restrictions have terminated. All required notifications to Broker
under this paragraph 8 shall be made in writing (signed by Purchaser) and
confirmed by telephone as follows: [redacted]. Broker shall resume effecting
Purchases in accordance with this Purchase Agreement as soon as practicable
after the cessation or termination of a Blackout or Purchaser Restriction.
Any Unfilled Purchase, and any Purchases that would have been executed in
accordance with the terms of Annex A but are not executed due to the
existence of a Blackout or Purchaser Restriction, shall be deemed to be
cancelled and shall not be effected pursuant to this Purchase Agreement.

9. Purchaser agrees that it shall not, directly or indirectly,
communicate any information relating either to the Stock or to Purchaser to
any employee of Broker or its affiliates who is involved, directly or
indirectly, in executing this Purchase Agreement at any time while this
Purchase Agreement is in effect. Purchaser shall be solely responsible for
complying with all reporting or filing requirements, or with any laws not
mentioned herein, that may apply to Purchases under this Purchase Agreement.

10. Purchaser agrees that, in the absence of bad faith, Broker and
its affiliates and their directors, officers, employees and agents
(collectively, ?Broker Persons?) shall not have any liability whatsoever to
the Purchaser for any action taken or omitted to be taken in connection with
this Purchase Agreement or the making of any Purchase. Purchaser further
agrees to hold each Broker Person free and harmless from any and all losses,
damages, liabilities or expenses (including reasonable attorneys? fees and
costs) incurred or sustained by such Broker Person in connection with or
arising out of any suit, action or proceeding relating to this Purchase
Agreement (each an ?Action?) and to reimburse each Broker Person for such
Broker Person?s expenses, as they are incurred, in connection with any
Action, unless such loss, damage, liability or expense is determined in a
non-appealable order of a court of competent jurisdiction to be solely the
result of such Broker Person?s bad faith. This paragraph 10 shall survive
termination of this Purchase Agreement.

11. This Purchase Agreement is not assignable or transferable, and
constitutes the entire agreement between the parties, superseding any prior
written or oral agreements or understandings with regard to this Purchase
Agreement. This Purchase Agreement may be executed in one or more
counterparts, each of which when so executed and delivered shall constitute a
single, binding instrument.

12. This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflict
of law principles that would result in the application of any law other than
the law of the State of New York and may be modified or amended only by a
writing signed by the parties hereto and provided that any such modification
or amendment shall only be permitted at a time when the Purchaser is
otherwise permitted to effect Purchases under this Purchase Agreement and at