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

Page 16 of 16 – SEC Filing

SCHEDULE 13D
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CUSIP NO. 12504L109 Page 16 of 16
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a time when the Purchaser is not aware of material nonpublic information
concerning the Purchaser or its securities. In the event of a modification
or amendment to this Purchase Agreement, no purchases shall be effected
during the ten business days immediately following such modification or
amendment (other than Purchases already provided for in this Purchase
Agreement prior to modification or amendment).

13. The Purchaser understands that Broker may use an automated
execution algorithm to transmit orders in the Stock. When used for company
stock repurchase programs, the algorithm generates purchase orders only at
prices conforming to the timing, price and volume requirements of Rule 10b-
18. If the last sale price reported in the consolidated system changes after
the algorithm generates the purchase order, the algorithm will automatically
send a cancel/correct order when the execution price on the original purchase
order, if executed, would have exceeded the price of the intervening last
sale. During the course of a trading day, due to rapid changes in market
conditions, there may be insufficient time for the cancel/correct order to
reach the market center or to be acted upon by such venue. In those
instances, and in any other instance where the purchase would not comply with
the provisions of Rule 10b-18, the algorithm will not book such executions to
the Purchaser?s account. Rather, any such executions will be automatically
booked to a Broker error account for subsequent handling as an error trade.
The Purchaser agrees that this provision shall serve as notice that such
executions may occur and that, absent a specific request from the Purchaser
to receive notice thereof, any such executions will be handled in the manner
described above. Broker reserves the right to discontinue use of the
algorithm at any time.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Purchase Agreement as of the date first written above.

VALUEACT CAPITAL MASTER FUND, L.P.
By: VA Partners I, LLC, its General Partner

Name:
Title:

GOLDMAN, SACHS & CO.

Name:
Title: