Common use of Exclusivity Clause in Contracts

Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the earlier subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the Contribution Closing assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this AgreementAgreement in accordance with the terms hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer provided that with respect toto this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or a transaction discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to effectthe contrary herein, a mergerfollowing the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets foregoing clauses (including without limitation stock of its subsidiariesiv) and (v) of CBRE this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result dissenter’s rights in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than connection with the Transactions (with respect to any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject and all Rollover Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party it/him/her (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any rights under Section 238 of the foregoingCompanies Act (as defined under the Support Agreement)).

Exclusivity. Prior to During the earlier period from the date of this Agreement through the Contribution Closing or the earlier termination of this AgreementAgreement pursuant to Section 5, unless otherwise mutually agreed in writing by BLUM Sellers shall not, and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause their respective Affiliates and not in their capacities as officers or directors of CBRE, if applicable) will (i) representatives to not, directly or indirectly, make(a) solicit, participate in initiate or agree toknowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or initiateafford to any Person (other than Buyer or its designees) access to the business, solicitproperties, encourage assets, books, records or knowingly facilitate other non-public information relating to the business of the Company and Holdings, in any inquiries such case with the intent to induce the making, submission or the making announcement of an Acquisition Proposal, or (c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition Proposal. Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal return to Sellers or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any of its representatives by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer with respect tofrom any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any of the Company, Holdings and their subsidiaries, or a transaction to effect, a (c) merger, reorganizationconsolidation, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE the business of the Company and Holdings or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its their subsidiaries, in each case case, other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or transactions contemplated by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingthis Agreement.

Exclusivity. Prior to (a) From the earlier date of this Agreement until the Contribution Closing or Effective Time or, if earlier, the valid termination of this AgreementAgreement in accordance with Section 10.01, unless Acquiror shall not, and shall use cause its Subsidiaries not to, and shall use its reasonable best efforts to cause their respective Representatives not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes any Competing Proposal; (ii) engage in, continue or otherwise mutually agreed participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes any Competing Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Competing Proposal; or (v) resolve or agree to do any of the foregoing. (b) Acquiror also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to cause their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Competing Proposal. Acquiror shall promptly (and in any event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal, which notice shall include a summary of the material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of any Competing Proposal or inquiry, proposal or offer made in writing by BLUM and Freeman Spoglior, each if not in writing, a written description of the Investors material terms and conditions of such inquiry, proposal or offer. Acquiror shall promptly (and in the▇▇ ▇ndivi▇▇▇▇ any event within one (1) Business Day) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Competing Proposal (including any material changes thereto and copies of any additional written materials received by Acquiror or its Representatives). Notwithstanding the foregoing, Acquiror may respond to any such proposal, offer or submission by indicating only that Acquiror is subject to an exclusivity agreement and is unable to provide any information related to Acquiror or entertain any proposals or offers or engage in any negotiations or discussions concerning a Competing Proposal for as long as that exclusivity agreement remains in effect. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.11 by any of Acquiror’s Representatives acting on Acquiror’s behalf, shall be deemed to be a breach of this Section 7.11 by ▇▇▇▇▇▇▇▇▇s as stockholders . (c) For purposes of CBRE and not in their capacities as officers this Agreement, “Competing Proposal” means any Business Combination or directors of CBRE, if applicable) will (i) notany other transaction involving, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidationasset or equity acquisition or purchase, business combinationreorganization, recapitalization, liquidation, dissolution consolidation or similar transaction business combination with or involving CBRE the Acquiror with one or more businesses or entities or any of its subsidiariesinquiry or request for information that is intended to lead to, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesresult in, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer transaction or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingBusiness Combination.

Exclusivity. Prior to From the earlier of date hereof until the Contribution Closing or Date or, if earlier, the termination of this AgreementAgreement in accordance with Article IX, unless otherwise mutually agreed in writing by BLUM the Group, CayCo and Freeman SpogliMerger Sub shall not, each of and the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE Group, CayCo and Merger Sub shall instruct and use their reasonable best efforts to cause its and their Representatives acting on its and their behalf, not in their capacities as officers or directors of CBREto, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate initiate any inquiries or the making of, negotiations with any proposal or offer Person with respect to, or a transaction provide any non-public information or data concerning the Group, CayCo or Merger Sub to effectany Person relating to, a mergeran Acquisition Proposal or afford to any Person access to the business, reorganizationproperties, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution assets or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more personnel of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesGroup, taken as a whole, CayCo or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result Merger Sub in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing connection with an Acquisition Proposal"), (ii) vote enter into any acquisition agreement, merger agreement or consent (similar definitive agreement, or cause any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to be voted or consented), in person or by proxy, any Subject Shares against any Competing an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notgrant any waiver, directly amendment or indirectly, sell, transfer release under any confidentiality agreement or otherwise dispose the anti-takeover laws of any shares of CBRE Common Stock beneficially owned by such party (includingstate, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into otherwise knowingly facilitate any agreementsuch inquiries, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, (v) prepare or take any steps in connection with a public offering of any equity securities of the Company Parties, or a newly formed holding company of the Company Parties or such Subsidiaries, or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Notwithstanding anything to the contrary in this Agreement, the Group, CayCo and Merger Sub and their Subsidiaries and their respective Representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated in this Agreement or the Ancillary Agreements. From and after the date hereof, the Group, CayCo and Merger Sub shall, and shall instruct their respective officers and directors to, and the Group, CayCo and Merger Sub shall instruct and cause their respective Representatives acting on their behalf, their Subsidiaries and their respective Representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other than with SPAC and its Representatives). The Company Parties shall promptly (and in any event within three (3) Business Days of the date of this Agreement) deliver a written notice to each such Person to the effect that the Company Parties are ending all such solicitations, communications, activities, discussions or negotiations with such Person, effective on the date of this Agreement, which written notice shall also instruct each Person to promptly return or destroy all non-public information previously furnished to such Person or its Representatives by or on behalf of the Group, CayCo and Merger Sub.

Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Contribution Closing Date or the termination of date this AgreementAgreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicableagents) will (i) not, directly or indirectly, makesolicit, participate induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or agree enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or initiateother form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, solicit, encourage neither Seller nor such designated persons will enter into any Contracts or knowingly facilitate make any inquiries commitments to do or in connection with any of the making offoregoing. For the purpose of this Section 5.13, any proposal license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets or offer with respect to, Acquired Business shall be considered a disposition of Acquired Assets or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or Acquired Business. Seller represents that neither it nor any of its subsidiariesemployees, agents, representatives, directors or affiliates is party to or bound by any Contract with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, such designated person receives an Acquisition Proposal or any purchase request for non-public information relating to any Acquired Assets or sale ofthe Acquired Business, or tender or exchange offer for, the equity securities Seller shall promptly notify Purchaser of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party request (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any identity of the foregoingPerson making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.

Exclusivity. Prior to (a) From and after the earlier date of this Agreement until the Contribution Closing or the termination of this AgreementAgreement pursuant to Section 8, unless otherwise mutually agreed in writing the Acquired Company will not, nor will it authorize or permit any of its officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notit to, directly or indirectly, make(i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or agree negotiations regarding, or furnish to any person any non-public information with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any proposal or offer Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Seller Parties and the Acquired Company’s subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or a transaction negotiations with any parties conducted heretofore with respect to effectany Acquisition Proposal. Without limiting the foregoing, a mergerit is understood that any violation of the restrictions set forth in the preceding sentence by any officer, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution director or similar transaction involving CBRE employee of the Acquired Company or any of its subsidiaries, subsidiaries or any purchase investment banker, attorney or sale of 20% other advisor or more representative of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Acquired Company or any of its subsidiariessubsidiaries shall be deemed to be a breach of this Section 5.3 by the Acquired Company. (b) In addition to the obligations of the Acquired Company set forth in Section 5.3(a), the Acquired Company as promptly as practicable shall advise Purchaser in each case writing of any Acquisition Proposal or of any request for nonpublic information or other than inquiry which the Transactions Acquired Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent known), and the identity of the person or group making any such proposalrequest, offer inquiry or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), . The Acquired Company agrees to keep Purchaser informed on a current basis of the status and details (ii) vote including any material amendments or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meetingproposed amendments) of stockholders of CBREany such request, (iii) not, directly inquiry or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingAcquisition Proposal.

Exclusivity. Prior to (a) During the earlier of Pre-Closing Period, the Contribution Closing or Company shall not, and the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, Company shall require each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE its officers, directors, employees, representatives and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, encourage or knowingly otherwise facilitate any inquiries inquiry, proposal, offer or discussion with any party (other than the Buyer) concerning any Acquisition Proposal, (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Buyer) or (iii) engage in negotiations or enter into any agreement with any party (other than the Buyer) concerning any such transaction. (b) Notwithstanding the foregoing, prior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent, the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal from an unaffiliated third party made or received after the date of this Agreement that the Company's Board of Directors determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company of this Section 4.9, and subject to compliance with Section 4.9(c), (x) furnish information with respect to the Company to the person making ofsuch Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of the other party than the NDA and (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Advisors regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any proposal violation of the restrictions set forth in this Section 4.9 by any Advisor of the Company or offer any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Section 4.9 by the Company. (c) The Company shall promptly, and in any event within one business day, notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any Acquisition Proposal or any request for information in connection with any Acquisition Proposal, or of any inquiry with respect to, or a transaction that could reasonably be expected to effectlead to, a mergerany Acquisition Proposal, reorganizationthe Company shall, share exchangewithin two business days after such receipt, consolidationnotify the Buyer of such Acquisition Proposal, business combinationrequest or inquiry, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more including the identity of the consolidated assets (including without limitation stock other party and the terms of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote request or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoinginquiry.

Exclusivity. Prior to From and after the date hereof until the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM except as set forth on Schedule 6.08, the Seller Parties shall not, and Freeman Spogli, Seller shall cause each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE its Subsidiaries and its and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(a) solicit, participate in initiate, facilitate, support, seek, induce, entertain or agree knowingly encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or knowingly encourage any inquiries, announcements or communications relating to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any submission, any proposal or offer with respect that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into, participate in, maintain or a transaction to effectcontinue any discussions or negotiations relating to, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any Acquisition Proposal with any Person other than the Buyer or any of its subsidiaries, Subsidiaries or any purchase or sale of 20% or more their respective Representatives (it being understood that informing a Person of the consolidated assets (including without limitation stock existence of its subsidiaries) of CBRE and its subsidiaries, taken as this Agreement after any such Person contacts a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Seller Party or any of its subsidiariesSubsidiaries regarding an Acquisition Proposal and the restrictions set forth in this Section 6.08 shall not be a breach of this Section 6.08), in each case (c) furnish to any Person other than the Transactions (Buyer, any such proposalof its Subsidiaries or any of their respective Representatives any information that the Seller Parties reasonably expect would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer or transaction (other than the Transactions) being hereinafter referred relating to as a "Competing an Acquisition Proposal"), (ii) vote or consent (take any other action regarding any inquiry, expression of interest, proposal or cause offer that constitutes, or would reasonably be expected to be voted or consented)lead to, in person or by proxy, any Subject Shares against any Competing an Acquisition Proposal at or (d) accept any meeting (whether annual Acquisition Proposal or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. From and after the date hereof until the Closing Date or the valid termination of this Agreement in accordance with Article VIII, the Seller Parties shall, and Seller shall cause each of its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall provide the Buyer with: (i) a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that would reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is inconsistent with received by any Seller Party or any of their respective Representatives from any Person (other than the Buyer or any of its Subsidiaries or its Representatives) after the date hereof, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”) and the material terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the foregoingOther Interested Party’s Representatives to any Seller Party, any of Seller Party’s Subsidiaries or any of their respective Representatives or transmitted on behalf of any Seller Party, any of Seller Party’s Subsidiaries or any of their respective Representatives to the Other Interested Party or any of the Other Interested Party’s Representatives.

Exclusivity. Prior (a) The Managing Member, itself and on behalf of the Company, hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the voting and investment powers of which are exercised independently from you with respect to the earlier Investment. (b) Notwithstanding Section 12.4 of the Contribution Closing or the termination of this LLC Agreement, unless otherwise mutually agreed but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in writing by BLUM and Freeman Spogli, each voting common shares of GGP following the effective date of the Investors Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders including any indirect purchase or disposition, for example, by means of CBRE and swaps or other derivatives), shall not in their capacities as officers or directors exceed three percent (3%) of CBREthe aggregate outstanding amount of such common shares; provided, if applicable) will further, that you agree (i) notnot to purchase or dispose of any such common shares if, directly at the time of such purchase or indirectlydisposition, makethe Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, participate for example, by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in or agree toany event on the date thereof; (iv) not to sell “short” any such common shares, or initiate, solicit, encourage or knowingly facilitate unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any inquiries expenses incurred by the Company or the making ofManaging Member on behalf of the Company, in connection with any proposal or offer amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE GGP or any of its subsidiaries, or Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or sale disposition of 20% common shares of GGP shall be to the purchase or more disposition on a date or within a time period specified by the relevant party. (c) If GGP (i) enters into an agreement with respect to a restructuring or the financing thereof with any party other than the Consortium and (ii) such agreement has been approved by the board of GGP and all interest-holders of GGP whose approval of such agreement is required under the Plan (or, the court overseeing the Chapter 11 case confirms that no such interest-holder approval is required), then you will automatically be released from your obligations under Section 12.4 of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE LLC Agreement; provided that, in no event, subject to the next sentence, may you take any action otherwise restricted under Section 12.4 of the LLC Agreement if consummated, such action would result in the Consortium losing the benefit of its bid protection pursuant to that certain letter agreement between BAM, Pershing Square, LP and certain affiliates of Pershing Square, LP, dated as of February 24, 2010 (any person such action, a “Prohibited Action”). The Managing Member shall, within five (5) Business Days of deemed receipt of a request in writing by you specifying in reasonable detail the action(s) proposed to be taken, notify you in writing whether such action, in its reasonable determination, either would be a Prohibited Action or entity beneficially owning securities representing 20% would not be a Prohibited Action. If the Managing Member fails to so notify you within such time frame, or more notifies you that such proposed action(s) is not a Prohibited Action, then the Managing Member and the Company shall not have, and agree not to bring, any cause of action or claim against you for a breach of this paragraph 23(c) in connection with the taking of such action(s). (d) Subject to the proviso to paragraph 23(c) above, your exclusivity obligations under Section 12.4 of the total voting power of CBRE LLC Agreement shall terminate on the date you cease to be a Member following either (i) the sale pursuant to Section 10.1(b), 10.6, 10.8(d)(i) or 10.8(d)(ii) of the surviving parent entity in such transactionLLC Agreement of one hundred percent (100%) of your Interest to any other Member or any of its subsidiariesthird-party purchaser which, in each case other than the Transactions (any such proposalcase, offer is not an Affiliate of yours or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent the distribution to you of one hundred percent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting100%) of stockholders of CBRE, your pro rata share (iiidetermined in accordance with your Consortium Percentage Interest) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingInvestment and the other Assets of the Consortium pursuant to Section 10.8(a) or 10.8(b) of the LLC Agreement.

Exclusivity. Prior to Until the earlier of (i) the Contribution Closing or (ii) the date of termination of this Agreement pursuant to the provisions of Section 10.3(a), Arena shall not (nor shall Arena permit, as applicable, any of its officers, managers, employees, members, agents, representatives or Affiliates, acting on its behalf, to), directly or indirectly, take any of the following actions with any party other than UT and its representatives and designees: (a) solicit or knowingly encourage, seek, entertain, support, assist, initiate, continue or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire or license all or any of the Product Assets other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement, whether by purchase of subsidiary, purchase of assets, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Product Assets, or afford to any Person access to its properties, technologies, books or records related to the Product Assets, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase or license all or any of the Product Assets, or (d) enter into any agreement with any person providing for the acquisition or license of all or any of the Product Assets, whether by merger, purchase of assets, license or otherwise other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement; provided, however, that the foregoing restrictions shall not prohibit such actions with respect to an offer, proposal or agreement (or disclosure, negotiations or discussions related thereto) to acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (50%) or more of the assets or properties of Arena and its subsidiaries (taken as a whole), so long as any such actions or any such transaction would not affect the transactions, rights or obligations contemplated by this Agreement. Arena shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with UT and its representatives) that are restricted in the immediately foregoing sentence after giving effect to the proviso. If Arena or any of its Affiliates shall receive, prior to the Closing or the termination of this AgreementAgreement in accordance with Section 10.3(a) hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliany offer, each proposal, or request of the Investors type referenced in clause (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers a), (c) or directors of CBRE, if applicable(d) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesabove, or any purchase request for disclosure or sale access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify UT thereof, including, subject to applicable confidentiality obligations, a summary of 20% specific terms of such offer or more proposal, as the case may be, and such other information related thereto as UT may reasonably request. Without limiting the foregoing, it is understood that any violation of the consolidated assets (including without limitation stock restrictions set forth above by any officer or director of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Arena (or by any agent or representative only at the direction of the surviving parent entity in such transactionArena) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause shall be deemed to be voted or consented), in person or a breach of this Agreement by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingArena.

Exclusivity. Prior to the earlier To allow time for negotiation of the Contribution Closing or Refinancing, from and after the date hereof until the termination of exclusivity pursuant to the terms of this Agreementagreement and except as expressly permitted by the following provisions of this paragraph, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) Finova shall not, directly or indirectly, makethrough any representative or otherwise, participate solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or agree to, or initiate, solicit, encourage or knowingly facilitate consider (including furnishing any inquiries or the making of, information to any other party) any proposal of any other person or offer with respect to, or a transaction entity relating to effect, a (i) any merger, reorganizationconsolidation, share exchange, consolidationrecapitalization, business combinationcombination or other similar transaction, recapitalization(ii) any sale, liquidationlease or exchange, dissolution mortgage, pledge, transfer or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale other disposition of 20% or more of the consolidated assets of Finova, in a single transaction or in a series of transactions or (including without limitation stock iii) any tender offer, exchange offer for securities of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, Finova or any purchase or sale of, or tender or exchange offer for, the equity securities other acquisition of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing beneficial ownership of 20% or more of the total voting power equity of CBRE Finova (or securities convertible into 20% or more of the surviving parent equity of Finova) (an "Acquisition Proposal"); provided, however, that nothing contained in this paragraph shall prohibit Finova's Board of Directors from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide, fully financed, written Acquisition Proposal which relates to the acquisition by another entity of all of the equity of Finova, whether by merger, tender offer or otherwise, if and only to the extent that (A) Finova's Board of Directors, after consultation with independent legal counsel, determines in good faith that such transactionaction is necessary for Finova's Board of Directors to comply with its fiduciary duties to Finova's stockholders under applicable law, (B) or any Finova's Board of its subsidiariesDirectors determines in good faith after consultation with a nationally recognized expert with experience in appraising the terms and conditions of such unsolicited Acquisition Proposal, that such unsolicited Acquisition Proposal after taking into account the strategic benefits to be derived from the transaction with Leucadia and the long-term prospects of Finova, would, if consummated, result in each case other than the Transactions a transaction more favorable to Finova's stockholders from a financial point of view (any such proposal, offer or transaction (other than the Transactions) more favorable bona fide unsolicited Acquisition Proposal being hereinafter referred to as a "Competing Acquisition Superior Proposal"), (iiC) vote or consent the meeting of Finova's stockholders, if required to consummate the transaction with Leucadia, shall not have occurred and (or cause D) prior to be voted or consented)taking such action, in person or by proxy, Finova (i) notifies Leucadia of any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, the material terms and conditions thereof and the identity of the person making the Acquisition Proposal) as promptly as practicable (but in no case later than 24 hours) after receipt thereof, (ii) provides Leucadia with a copy of any written Acquisition Proposal, (iii) thereafter informs Leucadia on a prompt basis of the case status of Freeman Spogliany discussion or negotiations with such a third party and any material changes to the terms and conditions of such Acquisition Proposal, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) promptly gives Leucadia a copy of any information delivered to such person which has not enter into been previously been reviewed by Leucadia and (v) receives from such person an executed confidentiality agreement in reasonably customary form and in any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that event containing terms at least as stringent as those contained in the confidentiality agreement to which Leucadia is inconsistent with a party. Finova agrees to notify any investment banker or other representative of the foregoingsubstance of this agreement for the purpose of terminating any solicitation efforts that previously took place. The exclusivity provision of this agreement (but not the break up fee provision of this agreement) shall expire (i) if a definitive agreement with respect to the Preferred Stock Investment is not executed by Finova and Leucadia by December 8, 2000; (ii) if a term sheet for the Refinancing (which shall have been agreed to by Finova and Leucadia) (the "Term Sheet") is not presented to the agent banks for Finova's outstanding bank debt (the "Agent Banks") by December 20, 2000; and (iii) if the Agent Banks do not recommend approval of the Term Sheet (as such Term Sheet may be amended from time to time with the approval of Finova and Leucadia) to the lenders by February 27, 2001.

Exclusivity. Prior to the earlier In consideration of the Contribution Closing substantial expenditure of time and effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in connection with this letter agreement and the proposed Acquisition, AIPC hereby undertakes and agrees that without the prior written consent of Ralcorp, prior to June 30, 2010 (the “Termination Date”), neither AIPC nor any of its direct or indirect subsidiaries, employees, officers, directors, affiliates or representatives shall engage in any Business Combination (as defined below) other than the Acquisition contemplated hereby (any such other Business Combination is referred to as an “Alternative Transaction”) or, directly or indirectly, (A) solicit, initiate, assist or encourage (including by way of furnishing non-public information) or take any other action to facilitate any inquiries or the termination making of this Agreementany proposal that constitutes, unless otherwise mutually agreed or may reasonably be expected to lead to, an Alternative Transaction, or (B) participate in writing by BLUM any discussions or negotiations regarding an Alternative Transaction. AIPC and Freeman Spogliits direct or indirect subsidiaries, each employees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect to any Alternative Transaction and will immediately inform ▇▇▇▇▇▇▇ in the event any Alternative Transaction proposal is made. For purposes hereof, “Business Combination” means any (x) merger, consolidation, business combination, joint venture or similar transaction relating to AIPC or any of its subsidiaries (or any part thereof), or (y) any sale or other disposition of the Investors capital stock of or other equity interests (or securities convertible into, or exercisable or exchangeable for capital stock or other equity interests) of AIPC or any of its subsidiaries (or any part thereof), excluding the exercise of outstanding awards under AIPC’s Equity Incentive Plan or sales under AIPC’s 401(k) Plan or (z) any sale, dividend or other disposition of any assets of properties of AIPC or any of its subsidiaries (or any part thereof), other than in thethe ordinary course of business, other than immaterial assets and other than the sale of AIPC’s ▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing® brand.

Exclusivity. Prior to (a) During the earlier of Pre-Closing Period, no Seller shall, and the Contribution Closing or Sellers shall cause the termination of this AgreementCompany and each Seller’s and the Company’s respective officers, unless otherwise mutually agreed in writing by BLUM directors, employees, representatives and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, makethrough any officer, participate in director, employee, Affiliate, agent or agree torepresentative or otherwise, or (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries inquiry, proposal, offer or discussion with any party (other than the making ofBuyer or its representatives) concerning any acquisition, any proposal equity or offer with respect todebt financing, or a transaction to effectjoint venture, a merger, reorganization, share exchangeconsolidation, consolidationrecapitalization, business combination, recapitalization, liquidation, dissolution dissolution, share exchange, sale of stock, sale or license of material assets or similar business transaction involving CBRE the Company or any Subsidiary (each, an “Acquisition Transaction”), provided that nothing in this Section 5.6 shall prevent or restrict the Sellers and/or the Company from taking any steps or entering into discussions (but not consummating any transaction) with any Person in relation to an equity and/or convertible debt financing (but where such equity and/or convertible debt financing involves third parties, no third party (with its Affiliates) shall be permitted to acquire in excess of its subsidiaries19.9% of the Company’s outstanding equity securities) to fund the Company’s operations (whether as part of an initial public offering of the Company’s Shares or otherwise) (ii) other than in the Ordinary Course of Business, furnish any information concerning the business, properties or assets of the Company or any purchase Subsidiary or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or Company Shares to any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction party (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"Buyer or its representatives), (ii) vote it being agreed that the foregoing exception shall not permit the furnishing of any information to any party that any Seller or consent (Warrantor has reason to believe is considering an Acquisition Transaction, or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly engage in negotiations or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent agreement with any Person (other than the Buyer or its representatives) concerning any such transaction. (b) The Sellers shall, and shall cause the Company to, immediately notify any party with which discussions or negotiations of the foregoingnature described in Section 5.6(a) above were pending that the Sellers and the Company are terminating such discussions or negotiations. If any Seller or the Company receives any inquiry, proposal or offer of the nature described in Section 5.6(a) above, such Seller shall, and the Sellers shall cause the Company to, within one (1) Business Day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer.

Exclusivity. Prior During the period commencing on the date hereof and for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Buyer) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the earlier extent (x) consummated pursuant to an exchange registered under a registration statement of the Contribution Closing Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each 1933 Act (other than Section 3(a)(10) of the Investors (in the▇▇ ▇ndivi▇1▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders ) or (ii) of CBRE and not any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in their capacities as officers or directors of CBRE, if applicable) will clauses (i) notor (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyer); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Buyer) regarding any Exchange Transaction, or furnish to any Person (other than the Buyer) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyer) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, makecooperate in any way, assist or participate in in, facilitate or agree toencourage any effort or attempt by any Person (other than the Buyer) to effect any acquisition of securities or indebtedness of, or initiateclaim against, solicitthe Company by such Person from an existing holder of such securities, encourage indebtedness or knowingly facilitate any inquiries claim in connection with a proposed exchange of such securities or the making indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a “Third Party Exchange Transfer”). The Company, its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than the Buyer) with respect to any of the foregoing. The Company shall promptly (and in no event later than 24 hours after receipt) notify (which notice shall be provided orally and in writing and shall identify the Person making the inquiry, request, proposal or offer and set forth the material terms thereof) the Buyer after receipt of any inquiry, request, proposal or offer relating to any Exchange Transaction or Third Party Exchange Transfer, and shall promptly (and in no event later than 24 hours after receipt) provide copies to the Buyer of any written inquiries, requests, proposals or offers relating thereto. The Company agrees that it and its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other representatives will not enter into any agreement with respect toany Person subsequent to the date hereof which prohibits the Company from providing any information to the Buyer in accordance with this provision. For all purposes of this Agreement, violations of the restrictions set forth in this Section 4(w) by any Subsidiary or affiliate of the Company, or a transaction to effectany officer, a mergeremployee, reorganizationdirector, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution agent or similar transaction involving CBRE other representative of the Company or any of its subsidiaries, Subsidiaries or any purchase or sale affiliates shall be deemed a direct breach of 20% or more of this Section 4(w) by the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingCompany.

Exclusivity. Prior Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with the other Consortium Members to implement the Transaction in accordance with this Agreement and shall not discuss with any third party regarding any transaction relating to the earlier Company or the Securities; (b) each Consortium Member shall not, and shall cause its/his/her Affiliates not to, without the prior knowledge and written consent of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notother Consortium Members, directly or indirectly, make, participate in either alone or agree towith any of its/his/her Affiliates: (i) make a Competing Proposal or join with, or initiateinvite, solicit, encourage or knowingly facilitate any inquiries or other Person to be involved in the making of any Competing Proposal or provide any information to any other Person with a view to pursue or evaluate a Competing Proposal; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financing in support of any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise dispose of, any proposal or offer with respect toSecurities except as contemplated under this Agreement and the Documentation, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement or understanding with respect thereto; (iv) enter into any agreement, arrangement or understanding with respect to a limitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities except as contemplated under this Agreement and the Documentation or to expressly support the Transaction; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its/his/her obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other Person in doing any of the foregoingthings mentioned in the foregoing provisions of this Section 9.1(b); and (c) each Consortium Member shall notify the other Consortium Members immediately if it/he/she or any of its/his/her Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal and shall disclose to the other Consortium Members the identity of any other Persons involved and the nature and content of the approach or communication.

Exclusivity. Prior Executive shall in good faith and consistent with his ability, experience and talent perform his duties, and shall devote all of his business time and efforts to the earlier performance of such duties; provided, however, that Executive may, so long as such activities do not interfere or conflict with Executive’s duties hereunder, (a) devote time to his personal investments; (b) serve on the Contribution Closing boards of, and otherwise render services to, non-profit, civic, charitable or political businesses or organizations; (c) serve on the termination boards of this Agreementfor-profit businesses or organizations, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s so long as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer business or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal")organization is not engaged in activities competitive with Company’s business, (ii) vote or consent (or cause to be voted or consented), Executive notifies Company in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special writing of each such board on which Executive is serving and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly such business or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) organization fully indemnifies Executive for his acts and omissions committed while serving as a director thereof; and (iv) continue to provide services to those entities set forth on Exhibit B, attached hereto (the “Approved Entities”) to the extent and limit that Executive previously provided such services, but only to the extent the provision of such services is not enter into in conflict with, in derogation of or in interference with, in any agreementway, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any Executive’s duties and responsibility to the Company, as shall be determined by Company (all of the foregoing.foregoing clauses (i) through (iv) being, the “Approved Activities”). Exhibit C attached to this Agreement shall also contain: (v) holdings of at least 5% or more that Executive beneficially owns or controls directly or indirectly in any company whose shares are eligible to trade in any domestic or foreign securities market; (vi) any holding that Executive beneficially owns or controls directly or indirectly in any other company or enterprise; and shall also set forth (vii) all activities, work or consulting not set forth on Exhibit B that Executive performs for others. Executive will promptly notify the Board of the Company and the Board of Company of any changes or modifications to the foregoing as they occur, but in any event not later than fifteen (15) days thereafter (the foregoing clauses (v) through (vii) being, the “Noticed Holdings and Payments”). Initials: ________ _______

Exclusivity. Prior to (a) During the earlier of Interim Period, the Contribution Closing or the termination of this AgreementCompany shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause its Representatives and Subsidiaries not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicitsolicit or encourage (including by way of providing confidential or non-public information) any inquiries, encourage proposals or knowingly facilitate any inquiries offers that constitute or the making of, any proposal or offer with respect to, or a transaction may reasonably be expected to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or lead to (A) any purchase of stock or sale of 20% or more other Equity Securities of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Company (other than (x) pursuant to or in connection with a Company Benefit Plan or (y) as consideration in an acquisition by the TransactionsCompany or its Subsidiaries, but subject to, and without limiting anything contained in Section 6.01) being hereinafter referred to as a "Competing Acquisition or material portion of the assets of the Company and its Subsidiaries or (B) any merger, business combination or other similar transaction of the Company or its Subsidiaries (an “Alternative Transaction Proposal"”), (ii) vote engage or consent (participate in any discussions, negotiations or cause transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to be voted lead to any such Alternative Transaction Proposal, or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives, its Subsidiaries and the Sponsor not to, directly or indirectly, sell(i) initiate, transfer solicit or otherwise dispose encourage (including by way of providing confidential or non-public information) any shares of CBRE Common Stock beneficially owned by inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC or any Subsidiary thereof, on the one hand, and any other Person (other than the Company), on the other hand (a “SPAC Alternative Transaction”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such party SPAC Alternative Transaction Proposal, or (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogliiii) and (iv) not enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any SPAC Alternative Transaction Proposal; provided that is inconsistent the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or Subsidiaries or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives, its Subsidiaries and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the foregoingCompany and its Representatives) regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Prior to From the date hereof until the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliHoldings agrees that neither it nor any Affiliate nor any of their respective officers, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers directors or directors of CBRE, if applicable) representatives will (ia) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate negotiate with any inquiries or the making of, any proposal or offer other Persons with respect toto a sale, or a transaction to effect, a merger, reorganization, share exchange, consolidation, reorganization or other business combinationcombination pursuant to which the stock, recapitalizationassets or business of Holdings would be combined with that of, liquidationor sold to, dissolution or similar transaction involving CBRE any acquirer or any other business or entity, including any direct or indirect acquisition or purchase of its subsidiaries, 10% or more of any purchase class of equity securities or sale of 20voting power or 10% or more of the consolidated gross assets of Holdings (including without limitation stock a “Holdings Acquisition Proposal”); (b) solicit or respond to any offers, bids, negotiations or inquiries with respect to a Holdings Acquisition Proposal; (c) furnish any information with respect to the business, activities, operations, assets or liabilities of its subsidiaries) of CBRE and its subsidiaries, taken as a wholeHoldings, or other similar matters, to any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Persons whatsoever (other than the Transactionsas described in this Agreement) being hereinafter referred with respect to as a "Competing Holdings Acquisition Proposal"); or (d) proceed or continue with negotiations in respect of a Holdings Acquisition Proposal which may be in progress as of the date of this Agreement. Notwithstanding the foregoing, (ii) vote Holdings shall be permitted to engage in any negotiations with, or consent (or cause to be voted or consented), in person or by proxyfurnish any information to, any Subject Shares against any Competing Person from which it has received an unsolicited bona fide written Holdings Acquisition Proposal at any meeting if its Board of Directors in good faith concludes (whether annual or special following receipt of a written opinion from its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. “Superior Proposal” means a bona fide written Holdings Acquisition Proposal obtained not in breach of this Section 7.11 on terms that the Board of Directors of Holdings in good faith concludes (following receipt of the advice of its financial advisors and whether or not an adjourned or postponed meetingoutside legal counsel) are more favorable from a financial point of view to the stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in Holdings then the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingMerger.

Exclusivity. Prior Within the Exclusivity Period, (a) each Consortium Member shall work exclusively with the other Consortium Members to implement the earlier of the Contribution Closing or the termination of this AgreementTransaction, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will including to (i) evaluate the Company; and (ii) conduct negotiations, prepare and finalize the Documentation; (b) each Consortium Member shall not, without the foreknowledge and written consent of the other Consortium Members, directly or indirectly, make, participate in either alone or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesConnected Persons: (i) make a Competing Proposal or join with, or invite, any purchase other person to be involved in the making of any Competing Proposal or provide any information to any other person with a view any other person pursuing or considering to pursue a Competing Proposal; (ii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance in support of any Competing Proposal; (iii) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale otherwise dispose of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement or understanding to sell, any Securities except as contemplated under this Agreement and the Documentation; (iv) enter into any agreement, arrangement or understanding with respect to a limitation on voting rights of the Securities except as contemplated under this Agreement and the Documentation; (v) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities; (vi) take any action that would have the effect of preventing, disabling or delaying such Consortium Member from performing its obligations under this Agreement; (vii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything that is inconsistent with the Transaction as contemplated under this Agreement; or (viii) aid, abet, counsel or induce any other person in doing any of the foregoingthings mentioned in clause 6.1(b); and (c) each Consortium Member shall notify the other Consortium Members immediately if it or any of its Connected Persons or Representatives receives any approach or communication with respect to any Competing Proposal and shall disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication.

Exclusivity. Prior From the date of this Agreement until the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to the earlier any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Contribution Closing Assets or the termination Business, whether by purchase of this Agreementassets, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliexclusive license, joint venture formation, strategic partnership or other alliance formation (each of the Investors foregoing, an “Acquisition Proposal”), (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of CBRE and not in their capacities as officers formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or directors of CBRE, if applicable) will (i) not, directly or indirectly, encourage any Person to make, participate in any discussions or agree negotiations with any Person with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making of, any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer with respect to(formal or informal, oral, written or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesotherwise), or any purchase inquiry or sale contact with any Person with respect thereto, regarding any Acquisition Proposal or of 20% or more any request for information in connection with a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the terms of this Section 7.7. Without limiting the foregoing, it is understood that any violation of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesrestrictions set forth in this Section 7.7 by any Representative, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned such Person is purporting to act on behalf of Seller or postponed meeting) otherwise, shall be deemed to be a breach of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.this Section 7.7

Exclusivity. Prior Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the Company agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly solicit, initiate or knowingly encourage any inquiries or proposals from, discuss or negotiate with, provide any information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Company or any of the Subsidiaries (including through a notification by its representatives) of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Contribution Closing or and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, unless otherwise mutually agreed in writing by BLUM Parent, Seller and Freeman Spogli, each the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the Investors provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders this Section 6.5 by any of CBRE and not in their capacities as officers respective Affiliates, directors, officers, employees, direct or directors of CBRE, if applicable) will (i) not, directly indirect equity holders or indirectly, make, participate in or agree torepresentatives, or initiatethe Subsidiaries, solicitor (B) Section 1.1 or 2.1 (Exclusivity), encourage or knowingly facilitate as applicable, of any inquiries Equity Holder Agreement by any Affiliate of Parent, Seller, or the making ofCompany party thereto, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) such Person is purporting to act on behalf of stockholders of CBREParent, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliSeller, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreementCompany or otherwise, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any shall be deemed a breach of the foregoingthis Section 6.5.

Exclusivity. Prior (a) During the Interim Period, Purchaser shall not take, nor shall it permit any of its Affiliates or Representatives to the earlier of the Contribution Closing or the termination of this Agreementtake, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, whether directly or indirectly, makeany action to solicit, participate initiate, continue, engage in or agree facilitate discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their controlled Affiliates or initiateRepresentatives), solicitconcerning, encourage relating to or knowingly facilitate any inquiries which is intended or the making ofcould reasonably be likely to give rise to or result in, any offer, inquiry, proposal or offer indication of interest, written or oral relating to any Business Combination (a “Purchaser Business Combination Proposal”) other than with the Company, its equityholders or their respective controlled Affiliates. Purchaser shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or a transaction which is reasonably likely to effectgive rise to or result in, a mergerPurchaser Business Combination Proposal. Purchaser shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Purchaser Business Combination proposal) notify the Company of any Purchaser Business Combination Proposal following Purchaser’s awareness thereof and shall provide a copy of such Purchaser Business Combination Proposal if in writing or otherwise provide a detailed summary of the material terms of such Purchaser Business Combination Proposal to the Company. (b) During the Interim Period, the Company shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue, engage in or facilitate discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide any information to or commence due diligence with respect to, any Person (other than Purchaser, its shareholders and/or any of their controlled Affiliates or Representatives), concerning, relating to or which is intended or could reasonably be likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any (i) reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution dissolution, share exchange or similar transaction recapitalization (excluding a recapitalization funded with the proceeds of debt financing), (ii) merger or consolidation involving CBRE the Company or any of its subsidiariesSubsidiaries, (iii) sale of all or substantially all of the Company’s or its Subsidiaries’ assets (other than securitization transactions and other sales of assets in the ordinary course of business) or equity interests (or any rights to acquire, or any purchase securities convertible into or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer exchangeable for, any such equity interests) or (iv) similar transaction or business combination involving the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries or its or their business or assets (a “Company Business Combination Proposal”), in each case other than (A) with Purchaser, its equityholders or their respective controlled Affiliates or (B) as otherwise contemplated or permitted by this Agreement (including in connection with the Transactions Pre-Closing Reorganization or as permitted under Section 8.01). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Business Combination Proposal. The Company shall promptly (but in no event later than twenty-four (24) hours after becoming aware of any Company Business Combination proposal) notify Purchaser of any Company Business Combination Proposal following the Company’s awareness thereof and shall provide a copy of such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), Company Business Combination Proposal if in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer writing or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any provide a detailed summary of the foregoingmaterial terms of such Company Business Combination Proposal to Purchaser.

Exclusivity. Prior to (a) From the earlier of date hereof until the Contribution Closing or the early termination of this Agreement, unless otherwise mutually agreed in writing by BLUM the Warrantors shall not, and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause their respective Affiliates and its and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or initiate, (i) solicit, encourage initiate or knowingly facilitate or encourage the submission of any inquiries Acquisition Proposal or the making of, of any proposal or offer that could reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or participate in any negotiations with any Person regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) enter into or engage in discussions with or assist, participate in, facilitate or encourage any effort by, any Person with respect to any Acquisition Proposal; (iv) approve or recommend any Acquisition Proposal; (v) enter into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; or (vi) otherwise knowingly facilitate any effort or attempt by any Person to arrange or consummate an Acquisition Proposal, and shall immediately (w) cease, and cause to be terminated, all existing activities, negotiations and discussions with any Person conducted heretofore with respect to any Acquisition Proposal, (x) revoke or withdraw access of any Person other than Purchaser, its Affiliates and their respective Representatives to any data room (virtual or actual) containing any non-public information with respect to any Group Company or its Affiliates previously furnished and request from such Persons the prompt return or destruction of all such non-public information, (y) immediately notify Purchaser in writing upon receipt of any proposal, approach, offer, request or indication of interest from any third party relating to an Acquisition Proposal, and will provide Purchaser with information regarding the material terms of such Acquisition Proposal which would reasonably be considered to be relevant for Purchaser to be aware of in the context of the transactions contemplated hereby, and (z) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (b) As used in this Agreement, “Acquisition Proposal” means any transaction, proposal, offer, inquiry, indication of interest or other understanding from any Person relating to, or that could reasonably be expected to lead to, any of the following actions: (A) (x) any acquisition, lease, license, purchase, assignment or other transfer, directly or indirectly, in a single transaction or a series of related transactions, of all or substantially all of the assets of any Group Company (other than in the ordinary course of business consistent with past practice), (y) any debt, equity, equity-linked or other securities of any Group Company, including (i) any acquisition or purchase of any Person directly or indirectly holding Equity Securities of any Group Company which has the effect of transferring any control or economic benefit of any such assets or securities to any other Person; and (ii) any acquisition or purchase whether by subscription for new securities or of existing securities of any Group Company; or (B) a non-ordinary course corporate transaction to effectinvolving any Group Company, including, without limitation, a merger, reorganizationconsolidation, share exchange, consolidationtender or exchange offer (including a self-tender offer), business combination, sale of assets (other than in the ordinary course of business consistent with past practice), reorganization, amalgamation, scheme of arrangement, spin-off, investment transaction, recapitalization, liquidation, dissolution or other similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingPurchaser.

Exclusivity. Prior to Except as expressly permitted by the earlier of the Contribution Closing or the termination following provisions of this AgreementSection 5(g), unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) Company shall not, directly and the Company shall not authorize or indirectlypermit any officer, makedirector or employee of, participate in or agree any financial advisor, attorney, accountant or other advisor or representative retained by, the Company to, solicit, initiate, encourage, endorse, or enter into any agreement with respect to, or initiatetake any other action to knowingly facilitate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any proposal or offer with respect Acquisition Proposal (as defined below). Notwithstanding the foregoing, nothing contained in this Letter shall prevent the Board of Directors of the Company from (i) furnishing information to, entering into discussions or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesnegotiations with, or any purchase or consummating the sale of 20% assets of WellCare-NY relating to its commercial HMO products, (ii) furnishing information or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, entering into discussions or negotiations with or consummating any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in Acquisition Proposal with any person or entity beneficially owning securities representing 20% or more if and only to the extent (A) the Board of Directors of the total voting power of CBRE (or of Company shall have determined in good faith that such action is required in the surviving parent entity in such transaction) or any exercise of its subsidiariesfiduciary duties, in each case other than based upon the Transactions advice of counsel, or (any such proposal, offer or transaction (other than the TransactionsB) being hereinafter referred directed to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or so act by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) New York of stockholders of CBREConnecticut HMO regulatory authorities, (iii) notcomplying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into making any agreementdisclosures to the Company's shareholders if the Board of Directors of the Company shall have determined, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement after consultation with outside counsel, that is failure to make such disclosures would be inconsistent with applicable law. As used in this Agreement, "Acquisition Proposal" shall mean any tender or exchange offer, or proposal, other than a proposal by Purchaser or its Affiliates, or offer to acquire in any manner an equity interest in the Company or its subsidiaries or the assets of the foregoingCompany or its subsidiaries.

Exclusivity. Prior Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (a) invest in, or acquire, Seller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the earlier University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any of the Contribution foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSeller agrees to notify Buyer immediately if any offer, each indication of the Investors interest or proposal (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers formal or directors of CBREinformal, if applicable) will (i) notoral, directly written or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesotherwise), or any purchase inquiry or sale contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of 20% them or more their Representatives, including the identity of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE proposing person and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result terms thereof; provided that this provision shall not in any person way be deemed to limit the obligations of or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, their respective Representatives set forth in the case first sentence of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingthis paragraph.

Exclusivity. Prior (a) Subject to the earlier paragraph (b) below, and except where acting in a manner which is permitted under Section 3.2 of the Contribution Closing Pre-Acquisition Agreement, from the date of execution of this Agreement until the first to occur of the expiry of the Offer or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Shareholder will (i) not, directly or indirectly, : (i) make, participate in or agree to, or initiate, solicit, initiate or encourage inquiries from or knowingly facilitate submission of proposals or offers from any inquiries person, corporation, partnership or other business organization whatsoever (including any of its officers or employees) relating to any Take-over Proposal (as defined in the making ofPre-Acquisition Agreement); or (ii) participate in any discussions or negotiations regarding, or furnish to any proposal or offer other person any information with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or otherwise cooperate in any of its subsidiariesway with, or assist or participate in, or facilitate or encourage, any purchase effort or sale attempt by any other person to do anything mentioned in (i) above; given that the Company has entered into the Pre-Acquisition Agreement, which provides for, among other customary terms and provisions, the payment by the Company to Acquiror of 20% a termination or more “break” fee in the amount set forth in the Pre-Acquisition Agreement. (b) If the Shareholder is a member of the consolidated assets board of directors and/or officer of the Company: (including without limitation stock i) the provisions of its subsidiariesparagraph (a) above shall be subject to the fiduciary duty of CBRE and its subsidiariesthe Shareholder, taken in his capacity as a whole, director or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more officer of the total voting power of CBRE (or Company, to act in the manner described in Section 3.2 of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Pre-Acquisition Proposal"), Agreement; and (ii) vote the Shareholder acknowledges that he may act as a holder of Common Shares pursuant to this Agreement in a manner that is different than the manner in which he is duty bound to act in his capacity as a director or consent officer of the Company. (or cause c) Subject to be voted or consented)paragraph (b) above and except where acting in a manner which is permitted under Section 3.2 of the Pre-Acquisition Agreement, in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose the Shareholder will notify the Offeror immediately of any shares communications received from another party with respect to the entering into of CBRE Common Stock beneficially owned by such party (including, without limitation, an agreement similar in substance to this Agreement or any Take-over Proposal and the case of Freeman Spogli, particulars thereof and keep the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any Offeror apprised of the foregoingstatus of such communications and the Shareholder’s response thereto.

Exclusivity. Prior to Since the earlier of the Contribution Closing or the termination signing date of this Agreement, unless otherwise mutually agreed in writing except for the Transaction carried out by BLUM the Parties according to the Transaction Documents, Ruipeng Parties shall not, and Freeman Spoglishall not permit or authorise any of its related parties or their respective officers, each of directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the Investors (in the▇▇ ▇ndivi▇▇▇▇ offers or intentions from anyone other than ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE ▇ Capital and not in their capacities as officers its related parties to purchase, subscribe for, replace or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate otherwise invest in or agree to, acquire the underlying assets of Ruipeng or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets related parties (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"“Investment Offer”), ; (ii) vote discuss or consent (negotiate the Investment Offer or cause provide any due diligence materials or information to be voted any person in connection with the Investment Offer; or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into or execute any agreementcontract or arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with the Investment Offer. Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, ▇▇▇▇▇▇▇▇▇ Capital and Skyfield Parties shall not, and shall not permit or authorise any of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the Investment Offer from anyone other than Ruipeng Parties and their related parties to purchase, subscribe for, replace or otherwise invest in or acquire the underlying assets of Skyfield or their related parties; (ii) discuss or negotiate the Investment Offer or provide any due diligence materials or information to any person in connection with the Investment Offer; or (iii) enter into or execute any contract or arrangement (including any letter of intent or similar document, whether legally binding or not) in connection with the Investment Offer. Since the signing date of this Agreement, except for the Transaction carried out by the Parties according to the Transaction Documents, the minority shareholders of Skyfield and Ruipeng Investor Shareholders shall not, and shall not permit or authorise any of their related parties or their respective officers, directors, employees, consultants, agents or representatives to, directly or indirectly, (i) invite and accept the Investment Offer from anyone other than Ruipeng Parties or ▇▇▇▇▇▇▇▇▇ ▇▇ Capital and their respective related parties to purchase, subscribe for, replace or otherwise invest in or acquire the underlying assets of Ruipeng, the underlying assets of Skyfield or their related parties; (ii) discuss or negotiate the Investment Offer or provide any due diligence materials or information to any person in connection with the Investment Offer; or (iii) enter into or execute any contract or arrangement that is inconsistent (including any letter of intent or similar document, whether legally binding or not) in connection with any of the foregoingInvestment Offer.

Exclusivity. Prior to (a) During the earlier of the Contribution Closing or the termination term of this Agreement, unless otherwise mutually agreed neither Seller nor any of its Affiliates shall, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of their respective Affiliates to initiate, solicit, encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in Section 10.6 hereof), or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, and Seller shall notify Purchaser orally (within one business day) and in writing (as promptly as practicable), in reasonable detail, as to any inquiries and proposals which it or any of its Affiliates or any of their respective representatives or agents may receive; provided, however, that (i) Seller and its Affiliates may furnish or cause to be furnished confidential and non-public information concerning Seller and its businesses, properties or assets to a third party (subject to execution by BLUM and Freeman Spogli, each such third party of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Investors (in theletter agreement entered into between FBR Capital Markets & Co., as Seller’s agent, and Purchaser dated ▇▇ ▇ndivi▇▇▇▇ ▇, ▇▇▇▇), (▇▇▇▇s as stockholders ) following the execution of CBRE such a confidentiality agreement, Seller may engage in discussions or negotiations with a third party executing such an agreement, (iii) following receipt of an Acquisition Proposal, Seller may take and not in their capacities as officers or directors of CBREdisclose to its shareholders a position with respect to such Acquisition Proposal, including, if applicablesuch Acquisition Proposal is a tender offer, Seller’s Board of Directors may take and disclose to its shareholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, and/or (iv) will following receipt of an Acquisition Proposal, Seller’s Board of Directors may withdraw or modify its recommendation to shareholders, but in each case referred to in the foregoing clauses (i) notthrough (iv) only to the extent that Seller’s Board of Directors shall conclude in good faith (on the basis of advice from outside counsel) that such action is required in order for Seller’s Board of Directors to satisfy their respective fiduciary obligations under applicable law; provided, directly further, that Seller’s Board of Directors shall not take any of the foregoing actions referred to in clauses (i) through (iv) until after reasonable notice to and consultation with Purchaser with respect to such action and that Seller’s Board of Directors shall continue to consult with Purchaser after taking such action and, in addition, if Seller’s Board of Directors receives an Acquisition Proposal or indirectlyany request for confidential and non-public information or for access to the properties, make, participate in books or agree torecords of Seller for the purpose of making, or initiatein connection with, solicitan Acquisition Proposal, encourage or knowingly facilitate any inquiries or then Seller shall promptly inform Purchaser as provided above of the making of, any terms and conditions of such proposal or offer request and the identity of the person making it. Seller will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect toto any Acquisition Proposal. (b) Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of Section 5.4(a) by any employee, officer or a transaction to effectdirector or authorized employee, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution agent or similar transaction involving CBRE representative of Seller or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party Affiliates (including, without limitation, in the case of Freeman Spogliany investment banker, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held financial advisor, attorney or accountant or other representative retained by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with Seller or any of the foregoingits Affiliates) or otherwise shall be deemed to be a breach of Section 5.4 by Seller.

Exclusivity. (a) Prior to the earlier of Closing, without Purchaser’s prior written consent, neither the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notCompany nor any Company Subsidiary shall, directly or indirectly, maketake (and the Company shall not authorize or permit any directors, participate in officers or agree toemployees of the Company or, to the extent within the Company’s control, other Affiliates or initiaterepresentatives of the Company or any Company Subsidiary to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, encourage initiate or knowingly facilitate any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making ofof any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, potential Acquisition Proposal, or any inquiry received by it relating to any potential Acquisition Proposal and of the material terms of any proposal or offer inquiry, including, but not limited to, the identity of the Person and its Affiliates making the same, that it may receive in respect of any such Acquisition Proposal, potential Acquisition Proposal, or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with respect toit, shall furnish to the Purchaser a copy of any such proposal or inquiry, if it is in writing, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution reasonably accurate written summary of any such proposal or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE thatinquiry, if consummatedit is not in writing, would result in and shall keep the Purchaser informed on a reasonably prompt basis with respect to any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred developments with respect to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by the Purchaser in connection with the preparation and execution of this Agreement and its due diligence investigations, the Sellers agree that for the period commencing on the date of this Agreement and terminating upon the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM the Sellers shall not, and Freeman Spogli, each shall not authorize or permit any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders their affiliates or any of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notrepresentatives to, directly or indirectly, make, participate in or agree to, or initiate(i) encourage, solicit, encourage initiate, facilitate or knowingly facilitate continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any inquiries or the making ofinformation to, any proposal person concerning a possible Acquisition Proposal; or offer (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Sellers shall immediately cease and cause to be terminated, and shall cause their affiliates and all of their representatives to immediately cease and cause to be terminated, any existing discussions or negotiations with any persons conducted heretofore with respect to, or a transaction that could lead to, an Acquisition Proposal. (b) In addition to effectthe other obligations under this Section 6.10, a mergerthe Sellers shall promptly (and in any event within three days after receipt thereof by any Seller or its representatives) advise the Purchaser orally and in writing of any Acquisition Proposal, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesrequest for information with respect to any Acquisition Proposal, or any purchase inquiry with respect to or sale which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of 20% such request, Acquisition Proposal or more inquiry, and the identity of the consolidated assets person making the same. (including without limitation stock of its subsidiariesc) of CBRE The Sellers agree that the rights and its subsidiariesremedies for noncompliance with this Section 6.10 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 12.4), taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (it being acknowledged and agreed that any such proposal, offer breach or transaction (other than threatened breach shall cause irreparable injury to the Transactions) being hereinafter referred Purchaser and that money damages would not provide an adequate remedy to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingPurchaser.

Exclusivity. Prior to (a) Between the date of this Agreement and the earlier of the Contribution Closing or and the termination of this AgreementAgreement in accordance with Article VII, unless otherwise mutually agreed in writing by BLUM Parent shall not, and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause its Subsidiaries and Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, maketake any action to (i) solicit, participate in or agree to, or initiate, solicit, encourage knowingly facilitate or knowingly facilitate encourage any inquiries Acquisition Proposal, (ii) enter into, continue or otherwise engage in discussions or negotiations with any third party with respect to any Acquisition Proposal, (iii) provide information to any third party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. (b) Parent shall promptly, and in any event within one (1) Business Day of the making ofdate of this Agreement: (i) terminate access of any third party to any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any proposal or offer third party with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement). (c) Promptly upon receipt of an unsolicited Acquisition Proposal, Parent shall notify Buyer thereof, which notice shall include a transaction written summary of the material terms of such proposal and the identity of the party that submitted such proposal. Parent may respond to effect, any unsolicited Acquisition Proposal only by indicating that Parent has entered into a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE binding definitive agreement with respect to the Acquisition and is unable to provide any information related to Parent or any of its subsidiaries, Subsidiaries or entertain any purchase proposals or sale of 20% offers or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result engage in any person discussions or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred negotiations with respect to as a "Competing an Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of the Contribution Closing (x) 11:59pm Pacific Time on June 23, 2016, or the termination of this Agreement, unless otherwise mutually agreed in writing (y) notification by BLUM and Freeman Spogli, each Cavium to QLogic pursuant to Section 4 of the Investors NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicabledefined below) will (i) notwill, directly or indirectly, make, participate in or (i) agree to, or solicit, initiate, solicit, encourage or knowingly facilitate encourage any inquiries or the making ofexpression of interest, any offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE QLogic or any of its subsidiaries, or any purchase acquisition or sale other transfer of 20% or more any material portion of the consolidated business, assets (including without limitation stock or equity interests of its subsidiaries) of CBRE QLogic and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE whole (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Acquisition Proposal"”), (ii) vote participate in any negotiations regarding, or consent furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be voted terminated all contacts or consentednegotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in person writing, or by proxya summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special affiliates of such entity, including, without limitation, the direct and whether or not an adjourned or postponed meeting) indirect subsidiaries of stockholders of CBREsuch entity, (iii) notand such entity’s and its affiliates’ directors, directly or indirectlyofficers, sellemployees, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party representatives (including, without limitation, in the case of Freeman Spoglifinancial advisors, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogliattorneys and accountants) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingor agents.

Exclusivity. Prior Until the first to the earlier occur of the Contribution Closing or the earlier termination of this AgreementAgreement pursuant to Article X, unless otherwise mutually agreed in writing by BLUM the Company will not, and Freeman Spogliwill cause its respective Affiliates, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly: (a) solicit, make, participate in or agree to, or initiate, solicitencourage, encourage or knowingly facilitate any inquiries inquiry or the making of, of any proposal or offer with respect tooffer, (b) enter into, continue or otherwise participate in any discussions or negotiations, (c) furnish to any person any non-public information or grant any person access to its properties, assets, books, contracts, personnel or records, (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other contract, or (e) propose, whether publicly or to any director or stockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to an Acquisition Proposal. “Acquisition Proposal” means any offer or proposal regarding a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar combination transaction involving CBRE the Company or any of its subsidiaries, Subsidiaries or any purchase other transaction to acquire all or sale of 20% or more any material part of the consolidated business, properties or assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries or any amount of the capital stock of the Company or any of its Subsidiaries (whether or not outstanding), in each case whether by merger, acquisition of assets, purchase of equity, tender offer or other similar transactions, other than the Transactions (with Industrea. The Company will immediately cease and cause to be terminated any such proposalnegotiations, offer discussion or transaction other communication, or contracts (to the extent unilaterally terminable by the Company without the counterparty’s consent and without penalty) (other than with Industrea) with respect to the Transactionsforegoing and will immediately (but in any event within five (5) being hereinafter referred to as a "Competing Acquisition Proposal"), (iibusiness days after the date of this Agreement) vote or consent (or cause to be voted or consented), in person or by proxy, terminate any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any access of the foregoingtype referenced in clause (c) above.

Exclusivity. Prior (a) In consideration of the expenditure of time, effort and expense to be undertaken by Purchaser in connection with the preparation of this Agreement and the other Transaction Documents, and the investigations and review of the business of the Company and the Subsidiaries, the Company agrees that, prior to the earlier Termination Date, neither it, any of the Contribution Closing or the termination Subsidiaries, any of this Agreementtheir respective Affiliates, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each nor any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders respective directors, officers, employees, agents or representatives of CBRE and not in their capacities as officers or directors any of CBRE, if applicable) will (i) notthe foregoing will, directly or indirectly, make, participate in or agree to, or initiate: (i) continue, solicit, initiate, facilitate or encourage or knowingly facilitate any inquiries or the making of, of any proposal or offer with respect toto (A) the sale or issuance by the Company or any Subsidiary of any Common Stock, Preferred Stock or a transaction other Equity Securities of the Company or any Subsidiary to effect, a any Person other than Purchaser or (B) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% all or more substantially all of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE the Company and its subsidiaries, the Subsidiaries taken as a whole, or other business combination involving the Company or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in Subsidiary and any person or entity beneficially owning securities representing 20% or more other Person other than Purchaser (any of the total voting power of CBRE transactions described in the foregoing subparagraphs (or of the surviving parent entity in such transactionA) or any of its subsidiaries, in each case other than the Transactions and (any such proposal, offer or transaction (other than the TransactionsB) being hereinafter referred to as a "Competing Acquisition ProposalTransaction"); (ii) negotiate, explore or otherwise engage in discussions with any Person other than Purchaser either with respect to any Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; (iii) enter into any agreement, arrangement or understanding either with respect to a Competing Transaction or with respect to any matter which may reasonably be expected to lead to a proposal for a Competing Transaction; or (iv) provide any information to any Person which may reasonably be expected to solicit, initiate, facilitate or encourage any of the matters referred to in the foregoing subparagraphs (i) through (iii); provided, however, that, subject to Section 6.1(b), nothing in this Section 6.1(a) shall prohibit the Company and its directors, officers, employees, agents and representatives from: (x) engaging in any of the conduct or activities otherwise prohibited by this Section 6.1(a) with respect to a Competing Transaction with a Disclosed Competing Party; or (y) in response to an unsolicited proposal or inquiry regarding a Competing Transaction made by a Person other than Purchaser, a Disclosed Competing Party or an Undisclosed Competing Party (any such Person, a "New Competing Party"), (iiaa) vote furnishing such New Competing Party information pursuant to an appropriate confidentiality agreement concerning the Company and the Subsidiaries, (bb) engaging in discussions or consent negotiations with such New Competing Party concerning a Competing Transaction and (cc) entering into any agreement, arrangement or understanding with such New Competing Party with respect to a Competing Transaction with such New Competing Party. (b) The Company agrees that, as of the date hereof, it, the Subsidiaries, their respective Affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be voted terminated any existing activities, discussions or consentednegotiations with any party (other than any Disclosed Competing Party) with respect to any Competing Transaction. The Company agrees to promptly advise Purchaser in writing of the existence of (i) any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any information requested from, or any negotiations or discussions sought to be initiated or continued with, the Company, the Subsidiaries, their respective Affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, in person or by proxy, each case from any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, any Disclosed Competing Party, Undisclosed Competing Party or any New Competing Party) with respect to a Competing Transaction, and (ii) the terms thereof, including the identity of such party (and any other real party in interest, including the case direct and indirect owners of Freeman Spoglisuch party). (c) The Company agrees, without limitation of its obligations, that any violation of this Section 6.1 by any director, officer, employee, investment banker, financial advisor, attorney or other advisor, consultant, agent or representative of the Company, the warrant Subsidiaries and their respective Affiliates, whether or not such Person is purporting to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any act on behalf of the foregoingCompany, shall be deemed to be a breach of this Section 6.1 by the Company. (d) Nothing in this Agreement shall prevent the Company and the board of directors of the Company from complying with Rule 14e-2 under the Exchange Act, or issuing a communication meeting the requirements of Rule 14d-9(e) under the Exchange Act, with respect to any tender offer or otherwise prohibit the Company from making any public disclosures required by law or the requirements of the New York Stock Exchange (provided, whenever practicable, the Company first consults with Purchaser concerning the timing and content of such disclosure), provided, however, that the Company may not, except as permitted by Section 6.4(e), withdraw or modify its position with respect to the Proxy Proposals or approve or recommend a Competing Transaction.

Exclusivity. Prior to (a) Between the date of this Agreement and the earlier to occur of the Contribution Closing or the termination of this AgreementAgreement in accordance with Section 7.1, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglineither Base Ten nor any person acting on its behalf shall hold discussions with, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBREnegotiate with, if applicable) will (i) not, directly or indirectly, make, participate in or agree provide any information to, or initiate, encourage, solicit, encourage or knowingly facilitate agree to any inquiries or the making ofoffer from, any proposal or offer with respect toperson other than the Company, or a transaction to effect, a regarding any merger, reorganizationsale of securities, share exchangesale of assets, consolidationsale of liabilities, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Base Ten or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to the Company of the transactions contemplated hereby, unless: (i) the board of directors of Base Ten determines in good faith based on written advice of its subsidiaries, or any purchase or sale outside legal counsel that the action is necessary for the board of 20% or more directors of Base Ten to comply with its fiduciary duties to the consolidated assets (including without limitation stock shareholders of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), Base Ten under applicable law; and (ii) vote or consent (or cause prior to be voted or consented)entering into negotiations, the board of directors of Base Ten receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to Base Ten than those contained in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, this Agreement; and (iii) notprior to entering into any such negotiations, directly or indirectly, sell, transfer or otherwise dispose Base Ten provides written notice to the Company that includes the terms of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogliproposal, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogliidentity of the person making the proposal, and the fact that clauses (a) and (ivb) not enter of this Section 5.20(a) have been satisfied. (b) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, neither the Company nor any person acting on its behalf shall hold discussions, negotiate with, provide any information to, or initiate, encourage, solicit, or agree to any offer from, any person other than Base Ten regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving the Company or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to Base Ten of the transactions contemplated hereby, unless: (i) the board of directors of the Company determines in good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of the Company to comply with its fiduciary duties to the stockholders of the Company under applicable law; and (ii) prior to entering into negotiations, the board of directors of the Company receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to the Company than those contained in this Agreement; and (iii) prior to entering into any agreementsuch negotiations, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement the Company provides written notice to Base Ten that is inconsistent with any includes the terms of the foregoingproposal, the identity of the person making the proposal, and the fact that clauses (i) and (ii) of this Section 5.20(b) have been satisfied.

Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement(a) Seller shall, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglishall cause its Subsidiaries, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE affiliates and Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage initiate or knowingly facilitate any inquiries or encourage (including by furnishing non-public information concerning the Business or the making ofPurchased Assets) any inquiry, any proposal or offer (a “Competing Proposal”) with respect to, or a transaction that would reasonably be expected to effectlead to, a mergerCompeting Transaction, reorganizationor enter into discussions or negotiate with any Person in furtherance of such an inquiry, share exchangeproposal or offer or to obtain a Competing Transaction, consolidationor agree to or endorse any Competing Transaction. (b) If Seller, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesSubsidiaries, affiliates or Representatives, receives a Competing Proposal, Seller shall, promptly (and in any event within one (1) business day) notify Purchaser of any receipt by any director or officer of Seller or by any of Seller’s other affiliates, or its or their respective Representatives, of any Competing Proposal or any proposals or inquiries that could reasonably be expected to lead to a Competing Proposal, or any purchase inquiry or sale of 20% request for nonpublic information relating to the Business by any Person who has made or more could reasonably be expected to make any Competing Proposal. Such notice shall indicate the identity of the consolidated assets Person making the Competing Proposal, inquiry or request, and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request, including unredacted copies of all written requests, proposals or offers, including proposed agreements received by Seller or, if such Competing Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or proposed amendments to such material terms of any such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as Purchaser may reasonably request regarding the status and material terms of any such Competing Proposal or potential Competing Proposal (including without limitation stock as to the nature of its subsidiariesany information requested of Seller with respect thereto). (c) Sellers shall not amend, terminate, waive or fail to enforce any provisions of CBRE any confidentiality agreement with respect to any potential Competing Transaction, and its subsidiariespromptly request, taken as a whole, or in accordance with the terms of any purchase or sale of, or tender or exchange offer forsuch confidentiality agreement, the equity securities of CBRE that, if consummated, would result in any person return or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose destruction of any shares confidential information previously furnished pursuant thereto. (d) Any breach of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingcovenants in this Section 5.15 by any affiliates or Representatives of Seller shall be deemed a breach by Seller.

Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivia) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE agrees that it shall not, and that it shall direct its Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, encourage solicit or knowingly facilitate encourage any inquiries inquiries, proposals or the making of, any proposal or offer offers with respect to, or a transaction the making or completion of, an Acquisition Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution be provided any non-public information or similar transaction involving CBRE data relating to any portion of the Business or any of its subsidiariesAcquired Entity in connection with, an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal or (iv) approve, endorse or recommend, or execute or enter into any purchase letter of intent, agreement in principle, merger agreement, acquisition agreement or sale other similar agreement relating to an Acquisition Proposal. ▇▇▇▇ agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. Furthermore, neither the ▇▇▇▇ board of 20% directors nor any committee thereof shall (i) withdraw or more modify in a manner adverse to ITOCHU, or publicly propose to withdraw or modify in a manner adverse to ITOCHU, its recommendation of this Agreement or the consolidated assets transactions contemplated hereby, or (including without limitation stock ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of its subsidiariessuch actions, an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary in Section 5.8(a): (i) At any time prior to obtaining Stockholder Approval, ▇▇▇▇ may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of CBRE Section 5.8(a) and that the ▇▇▇▇ board of directors determines in good faith constitutes or may reasonably be expected to lead to a Superior Proposal, (x) furnish information with respect to ▇▇▇▇ and its subsidiaries, taken as a whole, the Business or any purchase or sale of, or tender or exchange offer for, Acquired Entity to the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in Person making such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, pursuant to a customary confidentiality agreement on terms substantially similar to those contained in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ Confidentiality Agreement (except for such changes specifically necessary in order for ▇▇▇▇ to be able to comply with its obligations under this Agreement); provided, however, that ▇▇▇▇ shall promptly (and in any event within forty-eight (48) hours) provide to ITOCHU any material non-public information concerning the Business or any Acquired Entity that is provided to such Person to the extent not previously provided to ITOCHU, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal. (ii) At any time prior to obtaining Stockholder Approval, the ▇▇▇▇ board of directors or any committee thereof may (x) effect an Adverse Recommendation Change if the ▇▇▇▇ board of directors determines in good faith, after consultation with outside legal counsel that the failure of it or any committee thereof to effect an Adverse Recommendation Change would be inconsistent with the ▇▇▇▇ board of directors’ exercise of its fiduciary duties, and the ▇▇▇▇ board of directors or any committee thereof may only so effect an Adverse Recommendation Change if ▇▇▇▇ also simultaneously (y) terminates this Agreement pursuant to Section 10.1(d)(ii); provided, however, that prior to taking any such action: a) ▇▇▇▇ shall notify ITOCHU in writing, at least five (5) days (the “Notice Period”) before making an Adverse Recommendation Change and terminating this Agreement, of its intention to take such action, which notice shall, (1) expressly state that ▇▇▇▇ has received an Acquisition Proposal that is a Superior Proposal and that the ▇▇▇▇ board of directors intends to make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii), (2) identify the Person making such Superior Proposal, and (3) include a copy of the most current version of the proposed agreement (or other transaction document) relating to such Superior Proposal; b) ▇▇▇▇ shall, during the Notice Period, negotiate with ITOCHU in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal ceases to constitute a Superior Proposal if ITOCHU, in its sole discretion, proposes to make such adjustments; and c) ▇▇▇▇’▇ board of directors shall determine in good faith, after consulting with outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal even after taking into account any adjustments to the terms and conditions of this Agreement agreed to by ITOCHU during the Notice Period, provided, further, that if, as of the end of the Notice Period, ITOCHU has not agreed in writing to the terms and conditions described above that would cause such Acquisition Proposal to cease to constitute a Superior Proposal, then ▇▇▇▇ Stock held by Freeman Spoglishall have no further obligations to ITOCHU under clauses (a) through (c) of the foregoing proviso and (iv) not enter into may proceed with its right to effect an Adverse Recommendation Change and terminate this Agreement pursuant to Section 10.1(d)(ii). Notwithstanding any agreementother provision herein to the contrary, ▇▇▇▇ may terminate this Agreement pursuant to Section 10.1(d)(ii) only if it concurrently effects an Adverse Recommendation Change in accordance with this Section 5.8(b)(ii). (iii) ▇▇▇▇ or the ▇▇▇▇ board of directors may (x) take and disclose to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or make any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or (y) make any required disclosure to ▇▇▇▇’▇ stockholders, in each case, if in the good faith judgment of the ▇▇▇▇ board of directors, after consultation with outside legal counsel, failure to do so would reasonably be expected to violate its obligations under applicable Legal Requirements. (iv) It is understood and agreed that any determination or action by the ▇▇▇▇ arrangement board of directors permitted under this Section 5.8(b) or Section 10.1(d)(ii) shall not be deemed to be a breach of Section 5.8(a). (c) ▇▇▇▇ promptly (and in any event within 48 hours) shall advise ITOCHU orally and in writing of any written Acquisition Proposal that is inconsistent with any reasonably likely to lead to a Superior Proposal, including in each case the identity of the foregoingPerson making any such Acquisition Proposal, inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request. ▇▇▇▇ shall keep ITOCHU fully informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments to the material terms thereof.

Exclusivity. Prior In consideration of ENOC agreeing to the earlier of Standstill Agreement above, World Energy agrees that during the Contribution Closing period commencing on the Effective Date and ending at 5:30 p.m. in Boston, MA, on the forty-fifth day following the Effective Date (the “Exclusivity Period”), World Energy shall not, and shall cause its directors, President/Chief Executive Officer, Chief Financial Officer, other employees, investment bankers, attorneys, financial advisors and other advisors or agents (collectively, the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and “World Energy Representatives”) not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or : (i) initiate, solicit, encourage (including by way of providing information), facilitate or knowingly facilitate induce the submission of any inquiries inquiries, proposals or the making ofoffers that constitute or may reasonably be expected to lead to, any proposal Acquisition Transaction; (ii) engage or offer with respect toparticipate in any discussions, negotiations or communications regarding, or a transaction provide or cause to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution be provided any non- public information or similar transaction involving CBRE data relating to World Energy or any of its subsidiariessubsidiaries in connection with, or have any purchase discussions with any person relating to, any actual or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a wholeproposed Acquisition Transaction , or otherwise encourage or facilitate any purchase effort or sale of, attempt to make or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in implement any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, Transaction; (iii) notapprove, directly endorse or indirectlyrecommend, sellor publicly propose or announce an intention to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and Acquisition Transaction; (iv) not enter into any letter of intent, agreement in principle, merger agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement financing agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Transaction; or (v) approve any transaction or any third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or otherwise exempt any person from any applicable takeover statute. World Energy agrees that is inconsistent with it shall take all necessary steps to promptly inform the World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or otherwise affect any of the foregoingother provisions of this Agreement.

Exclusivity. Prior (a) In consideration of the substantial expenditures of time, effort and money to be undertaken by Acquirer in connection with the preparation and execution of this Agreement and its due diligence investigations, each Contributor hereby agrees that for the period commencing on the date of this Agreement and terminating upon the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM no Contributor shall, and Freeman Spogli, each shall not authorize or permit any of the Investors its affiliates (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders including Holdings) or any of CBRE and not in its or their capacities as officers or directors of CBRE, if applicable) will (i) notrepresentatives to, directly or indirectly, make, participate in or agree to, or initiate(i) encourage, solicit, encourage initiate, facilitate or knowingly facilitate continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any inquiries or the making ofinformation to, any proposal person concerning a possible Acquisition Proposal; or offer (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Contributor shall immediately cease and cause to be terminated, and shall cause its affiliates and all of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted heretofore with respect to, or a transaction that could lead to, an Acquisition Proposal. (b) In addition to effectthe other obligations under this Section 6.3, a mergereach Contributor shall promptly (and in any event within three days after receipt thereof by such Contributor or its representatives) advise Acquirer orally and in writing of any Acquisition Proposal, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesrequest for information with respect to any Acquisition Proposal, or any purchase inquiry with respect to or sale which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of 20% such request, Acquisition Proposal or more inquiry, and the identity of the consolidated assets person making the same. (including without limitation stock of its subsidiariesc) of CBRE Each Contributor agrees that the rights and its subsidiariesremedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 9.2), taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (it being acknowledged and agreed that any such proposal, offer breach or transaction (other than the Transactions) being hereinafter referred threatened breach may cause irreparable injury to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause Acquirer and that money damages would not provide an adequate remedy to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingAcquirer.

Exclusivity. Prior to A. The Parties agree that during the earlier of the Contribution Closing or the termination term of this Agreement, unless otherwise mutually agreed in writing by BLUM (a) STXRA shall be CONDOR’s exclusive provider of Consulting Services with respect to all Contract Areas (and Freeman Spogli, each related areas of the Investors (in the▇▇ ▇ndivimutual interest) under Subject ▇▇▇▇ (each as defined under the Operating Contract from time to time), and (b) STXRA shall not provide similar Consulting Services to any other person, entity or party with respect to such Contract Areas (and related areas of mutual interest) under Subject ▇▇▇▇▇▇▇▇▇s ▇ (each as stockholders defined under the Operating Contract from time to time); provided, however, such exclusivity may be waived in writing by the Parties upon detailed written request by the Party desiring release from such exclusivity obligation, which waiver shall not be unreasonably withheld or denied by the Party from whom the waiver is requested. B. With respect to Acquisition Services, STXRA agrees that any prospect (and related interests within a mutually agreed area of CBRE mutual interest) (a “Prospect”) brought forward by CONDOR and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer that CONDOR requests STXRA’s assistance with respect to, or a transaction during the term of this Agreement, shall not be disclosed by STXRA to effectany other party, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity for consideration and evaluation unless and until CONDOR either acquires an interest in such transaction) Prospect, or elects to not pursue such Prospect in writing. CONDOR has the right to request an exclusivity period for any Prospect introduced by STXRA to CONDOR, during the term of its subsidiariesthis Agreement. During the exclusivity period STXRA shall not disclose the Prospect to any other party, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or entity for consideration and evaluation. The exclusivity period for any Prospect shall begin at either: (1) a request for exclusivity from Condor and the granting of an exclusivity period by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting STXRA; or (whether annual or special and whether or not an adjourned or postponed meeting2) the act of stockholders STXRA beginning detailed due diligence on the Prospect on behalf of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose CONDOR with the intention of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, assisting CONDOR in the case preparation of Freeman Spoglia bid for the Prospect. The exclusivity period shall end when CONDOR either acquires an interest in such Prospect, elects to not pursue such Prospect in writing, or after a two week period in which no good faith efforts by CONDOR are made towards progressing the warrant potential acquisition to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoinga closed transaction.

Exclusivity. Prior to (a) During the earlier of Interim Period, the Contribution Closing or the termination of this AgreementCompany shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause its Representatives and Subsidiaries not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicitsolicit or encourage (including by way of providing confidential or non-public information) any inquiries, encourage proposals or knowingly facilitate any inquiries offers that constitute or the making of, any proposal or offer with respect to, or a transaction may reasonably be expected to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or lead to any purchase of shares or sale of 20% or more other Equity Securities of the consolidated Company or material portion of the assets (including without limitation stock of its subsidiaries) of CBRE the Company and its subsidiaries, taken as Subsidiaries (on a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionconsolidated basis) or any merger, business combination or other similar transaction of the Company or its subsidiaries, in each case other than the Transactions Subsidiaries (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition an “Alternative Transaction Proposal"”), (ii) vote engage or consent (participate in any discussions, negotiations or cause transactions with any third party regarding any Alternative Transaction Proposal or that may reasonably be expected to be voted lead to any such Alternative Transaction Proposal, or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any Alternative Transaction Proposal; provided that (x) the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to permit the Company (or any of its Subsidiaries) to take any action that is otherwise prohibited or restricted by the terms of this Agreement (including Section 6.01). The Company agrees to promptly notify SPAC if the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. Notwithstanding anything set forth in this Section 8.03(a) to the contrary, the Company shall be permitted to undertake the Permitted Equity Financing if (and only if), (1) none of the Company, its Subsidiaries, or its Representatives, prior to November 1, 2021, (x) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (y) engage or participate in any discussions, negotiations or transactions with any third party regarding the Permitted Equity Financing or that are intended to lead to the Permitted Equity Financing, (2) the Company (x) notifies SPAC promptly (and in any event within twenty-four (24) hours) after the Company has determined to pursue the Permitted Equity Financing or potential Permitted Equity Financing, (y) keeps SPAC reasonably informed on a prompt and timely basis of the status, discussions, negotiations and terms (including any developments, amendments or proposed amendments to such terms) of the Permitted Equity Financing or potential Permitted Equity Financing, and (z) consults with SPAC in respect of the Permitted Equity Financing or potential Permitted Equity Financing, and (3) each Person that receives Equity Securities in connection with the Permitted Financing shall enter into an agreement substantially in the form of the Company Shareholder Lock-Up and Support Agreement (excluding Article VI therein), which shall also contain a customary voting provision in which such Person agrees to vote (whether at a meeting or by written consent) all of the Equity Securities owned by such Person in favor and support of the Transactions, including the Company Transaction Proposals. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, sell(i) initiate, transfer solicit or otherwise dispose encourage (including by way of providing confidential or non-public information) any shares of CBRE Common Stock beneficially owned by inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such party SPAC Alternative Transaction Proposal, or (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogliiii) and (iv) not enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement letter of intent, term sheet, indication of interest, indicative proposal or other agreement or instrument) related to any SPAC Alternative Transaction Proposal; provided that is inconsistent the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than the foregoingCompany and its Representatives) regarding a SPAC Alternative Transaction Proposal.

Exclusivity. Prior to From the earlier date hereof until the earliest of (a) the Contribution Closing Date or (b) such date on which this Agreement is validly terminated in accordance with Article X, the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE its Subsidiaries and not in their capacities as officers or directors of CBRE, if applicable) Affiliates will (i) not, directly or indirectly, make, participate in or agree to, or initiate, indirectly (i) solicit, encourage initiate or knowingly facilitate any inquiries or accept the making of, submission of any proposal or offer from any Person relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties or (ii) participate in any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect to, thereto to any Person who would reasonably be expected to submit any proposal or a transaction offer relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more the acquisition of the consolidated assets (including without limitation stock of Seller, its subsidiaries) of CBRE and its subsidiaries, taken as a whole, Subsidiaries or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Acquired Properties (other than the TransactionsBuyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) being hereinafter referred heretofore conducted, or the provision of any confidential or proprietary information to as a "Competing Acquisition Proposal"), any Person (iiother than the Buyer or its authorized Representatives) vote to which confidential or consent (or cause to be voted or consented)proprietary information heretofore has been provided, in person each case, with respect to any discussions or by proxynegotiations regarding the acquisition of the Seller, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual its Subsidiaries or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any shares of CBRE Common Stock beneficially owned by such party (includingbid, without limitationoffer or proposal it receives with respect to the Seller, in its Subsidiaries or the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into Acquired Properties or any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is other transaction inconsistent with any of the foregoingtransactions contemplated by this Agreement.

Exclusivity. Prior to the earlier (a) Seller shall not, and shall not authorize or permit any of the Contribution Closing its Affiliates or the termination any of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in its or their capacities as officers or directors of CBRE, if applicable) will (i) notRepresentatives to, directly or indirectly, make, participate in or agree to, or initiate(i) encourage, solicit, encourage initiate, facilitate or knowingly facilitate continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any inquiries or the making ofinformation to, any proposal Person concerning a possible Acquisition Proposal; or offer (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or a transaction to effectthat could lead to, a mergeran Acquisition Proposal. For purposes hereof, reorganization"Acquisition Proposal" means any inquiry, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution proposal or similar transaction involving CBRE offer from any Person (other than Buyer or any of its subsidiariesAffiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Target Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.06, Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any purchase inquiry with respect to or sale which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of 20% such request, Acquisition Proposal or more inquiry, and the identity of the consolidated assets Person making the same. (including without limitation stock of its subsidiariesc) of CBRE Seller agrees that the rights and its subsidiariesremedies for noncompliance with this Section 6.06 shall include having such provision specifically enforced by any court having equity jurisdiction, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (it being acknowledged and agreed that any such proposal, offer breach or transaction (other than the Transactions) being hereinafter referred threatened breach shall cause irreparable injury to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause Buyer and that money damages would not provide an adequate remedy to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingBuyer.

Exclusivity. Prior to the earlier (a) none of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Acucela or any of its subsidiariesAffiliates, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesOtsuka, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesAffiliates, in each case other than the Transactions (shall undertake itself, or grant a license to a Third Party or otherwise enable or assist any such proposalThird Party, to develop, make, use, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectlyfor sale, sell, transfer import or export any Acucela Core Compound or any pharmaceutical product containing any Acucela Core Compound in the Field, or outside of the Field for indications that may result in off-label use of such Acucela Core Compound or pharmaceutical product, in any country of the Territory, except as otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitationexpressly permitted under this Agreement. The forgoing notwithstanding, in the case of Freeman Spoglia Change of Control with respect to either Party beginning on the date that is * after the effective date of the Change of Control, the warrant restrictions set forth in this Section 2.1.2(a) shall not apply to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held any product owned or controlled by Freeman Spoglisuch Acquirer or its Affiliates prior to the effective date of the Change of Control (a “Preexisting Product”), provided that, after the effective date of the Change of Control, (i) such Acquirer and its Affiliates shall not use the Confidential Information of either Party pertaining to Potential Collaboration Compounds or Potential Collaboration Products or their Manufacture or use in making, using, offering for sale, selling, importing or exporting such Preexisting Product and (ivii) not enter into any agreementno person who had been an officer, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with director, employee, consultant, agent or representative of Acucela within * prior to the effective date of the Change of Control shall be permitted to assist the Acquirer in making, using, offering for sale, selling, importing or exporting the Preexisting Product. (b) From the Effective Date until *, except pursuant to the Collaboration between the Parties under this Agreement, neither Party nor any of its Affiliates shall, alone or in collaboration with a Third Party, conduct any clinical development of any VCM Product in the foregoingField in any country of the Territory, or grant a license to a Third Party to conduct, or otherwise assist or authorize a Third Party in conducting, any clinical development of any such VCM Product in the Field in any country of the Territory.

Exclusivity. Prior to During the earlier Contract Period, Seller shall not, and shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall not authorize or permit any of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notforegoing to, directly or indirectly, make(i) solicit, participate in or agree to, or initiate, solicit, encourage seek or knowingly facilitate encourage any inquiries or the making ofinquiry, any proposal or offer with respect tofrom, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the TransactionsPurchasers and their respective Affiliates with respect to the transactions contemplated by this Agreement, the Real Estate Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby) being hereinafter referred regarding any offer or inquiry from any Person relating to as a "Competing Acquisition Proposal"any direct or indirect merger, consolidation, reorganization or acquisition of the Business, the Acquired Companies (or equity interests therein) or all or any material portion of the Business (excluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the Integrated Resort or the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian or the Transferred Real Estate Assets, including any sale, lease, sale leaseback or mortgage of the Transferred Real Estate Assets (an “Offer”), (ii) vote furnish any information to, or consent (participate in any negotiations or cause to be voted discussions with, or consented)enter into any agreement in principle, in person arrangement, understanding or by proxyContract with, any Subject Shares against Person with respect to any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREOffer, (iii) notapprove, directly endorse or indirectlyrecommend, sellor propose publicly to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and Offer or (iv) not enter into any agreementotherwise resolve, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with propose or agree to do any of the foregoing. Seller agrees that any such discussions, negotiations and other communications in progress as of the date of this Agreement shall immediately be terminated and shall request that any confidential information regarding the Business and held by any Person in connection with such discussions, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into any agreement (including any confidentiality or non-disclosure agreement) concerning any such third-party transaction. Seller shall notify the Purchasers as promptly as reasonably practicable upon any Offer that is in writing and is a bona fide offer or proposal to acquire the Business, the Integrated Resort, the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian, any of the Acquired Assets or any of the Acquired Interests.

Exclusivity. Prior to (a) During the earlier Exclusivity Period, the Company will not, nor will it authorize or permit any of the Contribution Closing its officers, directors, Affiliates or the termination of this Agreementemployees, unless otherwise mutually agreed in writing or any investment banker, attorney or other advisor or representative retained by BLUM and Freeman Spogliit to, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers directly or directors of CBRE, if applicable) will indirectly (i) notsolicit, directly initiate or indirectlyinduce the making, makesubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or agree negotiations regarding, or furnish to any person any non-public information with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any proposal or offer Acquisition Proposal, iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or a transaction negotiations with any parties conducted heretofore with respect to effectany Acquisition Proposal. Without limiting the foregoing, a mergerit is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution director or similar transaction involving CBRE employee of the Company or any of its subsidiaries, Subsidiaries or any purchase investment banker, attorney or sale of 20% other advisor or more representative of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries, which violation was known to the Company’s management and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any provision in each case other than this Section 6.4 to the Transactions (contrary, the Company shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such proposalfunding transaction until the Exclusivity Period has expired. (b) In addition to the obligations of the Company set forth in subsection (a) of this Section 6.4, offer the Company as promptly as practicable shall advise BSC in writing of any Acquisition Proposal received during the Exclusivity Period or transaction (of any request for nonpublic information or other than inquiry during the Transactions) being hereinafter referred Exclusivity Period which the Company reasonably believes could lead to as a "Competing an Acquisition Proposal", the material terms and conditions of such Acquisition Proposal (to the extent known), (ii) vote or consent (or cause to be voted or consented), in and the identity of the person or by proxygroup making any such request, any Subject Shares against any Competing inquiry or Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingProposal.

Exclusivity. Prior to (a) From and after the date of this Agreement until the Effective Time or the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to its terms, unless otherwise mutually agreed in writing by BLUM the Company and Freeman Spoglithe Shareholder will not, each nor will the Company or the Shareholder authorize or permit (to the extent within their power and authority) any of the Investors Company’s directors, officers, Affiliates, employees or any investment banker, advisor, representatives or other agent of the Company or the Shareholder to (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and they shall instruct each such representative or other agent not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly: (i) solicit, makeinitiate or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or agree negotiations regarding, or furnish to any Person any nonpublic information with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any proposal Acquisition Proposal, (iii) approve, endorse or offer recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal. The Company will immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect toto any Acquisition Proposal, and promptly after the date hereof request the prompt return or destruction of all confidential information previously furnished to such Persons within the last 12 months for the purpose of evaluating a transaction possible Acquisition Proposal and require such return or destruction to effectthe extent the Company has the right to do so under any applicable confidentiality agreement with such Person. The foregoing notwithstanding, a mergerthe Company, reorganizationthe Shareholder and the Company’s directors, share exchangeofficers, consolidationAffiliates, business combinationemployees, recapitalizationinvestment bankers, liquidationadvisors, dissolution or similar transaction involving CBRE or representatives and other agents may discuss any of its subsidiaries, or any purchase or sale of 20% or more Acquisition Proposal with Buyer and with each other. (b) In addition to the obligations of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer forCompany set forth in Section 7.5(a), the equity securities Company shall, as promptly as practicable, advise Buyer of CBRE that, if consummated, would result in (i) any person or entity beneficially owning securities representing 20% or more of Acquisition Proposal received by the total voting power of CBRE (or of Company after the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal")date hereof, (ii) vote or consent (or cause to be voted or consented)the material terms and conditions of such Acquisition Proposal, in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly the identity of the Person or indirectly, sell, transfer or otherwise dispose group making any such Acquisition Proposal. The Company shall keep Buyer fully informed of the status and details of any shares such Acquisition Proposal and provide to Buyer as soon as practicable after receipt or delivery thereof with copies of CBRE Common Stock beneficially owned all correspondence and other written material sent by or provided to the Company or their respective Affiliates (or their respective representatives or other agents) in connection with any such Acquisition Proposal. (c) In consideration for the foregoing covenants set forth in Section 7.5, Buyer shall pay to the Shareholder and the Company Payees, in accordance with the allocation set forth in the Merger Consideration Payment Schedule, a cash fee equal to $25,000 per day beginning on the 8th day following the date of this Agreement and continuing through the End Date (the “Closing Delay Fee”); provided, however, that notwithstanding anything herein to the contrary, the Closing Delay Fee shall be payable in addition to the Closing Cash Consideration and the Buyer’s obligations to pay the Closing Delay Fee shall survive the Closing; provided, further, that the Shareholder and the Company Payees shall not be entitled to the Closing Delay Fee for an applicable date if (i) all of the conditions to the Company’s and the Shareholder’s obligations to consummate the Closing under ARTICLE XI have been satisfied as of such date (other than any such conditions which by their nature are to be satisfied by the Closing Date) or (ii) the Company’s, the Shareholder’s or the Company Payees’ breach of this Agreement is the cause of the failure of the Closing to occur by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingdate.

Exclusivity. Prior to From the Agreement Date until the earlier of the Contribution Closing or Effective Time and the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM except with the prior written consent of Kootenay, the Greeny Shareholders, and Freeman Spoglithe Company will not (and will cause all directors, each officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and Company not in their capacities as officers or directors of CBRE, if applicable) will to): (i) notSolicit, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate accept any inquiries offer or proposal from any Person (other than the making of, Kootenay Group Members and their respective representatives) concerning any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, sale or transfer of material assets, sale or transfer of any equity interests or other business combination, recapitalization, liquidation, dissolution or similar transaction combination involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets Company (including without limitation stock of its subsidiariesan “Acquisition Proposal”); (ii) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result engage in any person discussions or entity beneficially owning securities representing 20% or more of the total voting power of CBRE negotiations with any Person (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions Kootenay Group Members and their respective representatives) concerning any Acquisition Proposal; or (iii) furnish any non-public information concerning the business, properties or assets of the Company to any Person (other than the Kootenay Group Members and their respective representatives), except as required to comply with any Applicable Laws or this Agreement or except in the Ordinary Course of Business. The Greeny Shareholders and the Company will (and will cause the directors, officers, employees, agents, representatives and Affiliates acting on their behalf and on behalf of the Company to) immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons conducted heretofore with respect to any of the foregoing. The Greeny Shareholders will immediately notify Kootenay in writing upon receipt by the Company or a Greeny Shareholder of any proposal, offer or inquiry regarding an Acquisition Proposal, which notice will indicate in reasonable detail the identity of the Person making such proposal, offer or transaction (other than inquiry and the Transactions) being hereinafter referred to as a "Competing terms and conditions of any such Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to (a) Raptor agrees that, from and after the date of this Agreement until the earlier of the Contribution Closing Effective Time or the termination of this AgreementAgreement in accordance with Section 6.1, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) it shall not, directly or indirectly, makethrough any (A) officer, participate (B) director, (C) employee, (D) affiliate that has signed an Affiliate's Agreement (as defined in Section 4.10) (a "Specified Affiliate"), (E) any agent or representative of a Specified Affiliate, (F) any agent or representative of Raptor that Raptor controls, and it shall direct any other agent or representative not to, (i) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or initiaterecommend any Acquisition Proposal; provided, solicithowever, encourage that nothing contained in this Agreement shall prevent Raptor or knowingly facilitate any inquiries its Board of Directors, directly or through representatives or agents on behalf of the making ofBoard, any proposal or offer with respect from (A) furnishing non-public information to, or entering into discussion or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of Raptor, if and only to the extent that (1) such Acquisition Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the Board of Directors of Raptor, after consultation with its financial advisors, result in a transaction more favorable to effectRaptor's stockholders from a financial point of view (including consideration of, among other matters, the ability of the person or entity making such proposal to obtain any financing necessary for the Acquisition Proposal) than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a merger"Superior Proposal"), reorganization(2) such action is necessary, share exchangein the reasonable good faith judgment of the Board of Directors of Raptor after consultation with outside corporate counsel to Raptor, consolidationin order to comply with the fiduciary duties of Raptor's Directors to Raptor's stockholders under Delaware law, business combinationand (3) prior to furnishing such non-public information to, recapitalizationor entering into discussions or negotiations with, liquidationsuch person or entity, dissolution Raptor's Board of Directors receives from such person or entity an executed confidentiality agreement with confidentiality provisions not materially less favorable to such party than those contained in Section 4.15 of this Agreement; or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act or other applicable law with regard to an Acquisition Proposal. (b) As used herein, the term "Acquisition Proposal" shall mean any proposed or actual (i) merger consolidation or similar transaction involving CBRE Raptor, (ii) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities Raptor representing 20% or more of the total voting power assets of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRERaptor, (iii) notissue, directly sale or indirectlyother disposition of (including by way of merger, sellconsolidation, transfer share exchange or otherwise dispose any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 20% or more of any shares the votes attached to the outstanding securities of CBRE Common Stock beneficially owned by such party (includingRaptor, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into transaction in which any agreementperson shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that or the right to acquire beneficial ownership, or any "group" (as such term is inconsistent defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 20% or more of the outstanding shares of Raptor Common Stock, (v) liquidation, dissolution, or other similar type of transaction with respect to Raptor, or (vi) transaction which is similar in form, substance or purpose to any of the foregoingforegoing transactions, provided, however, that the term "Acquisition Proposal" shall not include the Merger and the transactions contemplated thereby.

Exclusivity. Prior In consideration of ENOC agreeing to the earlier of Standstill Agreement above, World Energy agrees that during the Contribution Closing or period commencing on the termination signature of this AgreementAmendment No. 1 and ending at 5:30 p.m. in Boston, unless otherwise mutually agreed in writing by BLUM MA, on June 27, 2014 (the “Exclusivity Period”), World Energy shall not, and Freeman Spoglishall cause its directors, each of President/Chief Executive Officer, Chief Financial Officer, investment bankers, attorneys and other financial advisors (collectively, the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and “World Energy Representatives”) not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or : (i) initiate, solicit, encourage (including by way of providing information), facilitate or knowingly facilitate induce the submission of any inquiries inquiries, proposals or the making ofoffers that constitute or may reasonably be expected to lead to, any proposal Acquisition Transaction; (ii) engage or offer with respect toparticipate in any discussions, negotiations or communications regarding, or a transaction provide or cause to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution be provided any non- public information or similar transaction involving CBRE data relating to World Energy or any of its subsidiariessubsidiaries in connection with, or have any purchase discussions with any person relating to, any actual or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a wholeproposed Acquisition Transaction, or otherwise encourage or facilitate any purchase effort or sale of, attempt to make or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in implement any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, Transaction; (iii) notapprove, directly endorse or indirectlyrecommend, sellor publicly propose or announce an intention to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and Acquisition Transaction; (iv) not enter into any letter of intent, agreement in principle, merger agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement financing agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Transaction; or (v) approve any transaction or any third party becoming an “interested stockholder” under Section 203 of the Delaware General Corporation Law or otherwise exempt any person from any applicable takeover statute. World Energy agrees that is inconsistent with it shall take all necessary steps to promptly inform the World Energy Representatives involved in the transactions contemplated hereby of the obligations undertaken in this Amendment. Except as expressly set forth in Section 8A(1) hereof, the expiration of the Exclusivity Period hereunder will not terminate or otherwise affect any of the foregoingother provisions of this Agreement.

Exclusivity. Prior to the earlier (a) In recognition of the Contribution Closing or time that will be expended and the termination of this Agreementexpense that will be incurred by Buyer in connection with the transactions contemplated hereby, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBREuntil such time, if applicable) any, as this Agreement is terminated pursuant to Article 10, Seller will (i) notnot and will not cause its officers, directors, employees, attorneys, financial advisors, agents or other representatives to, directly or indirectly, make, participate in or agree to, or initiate(a) encourage, solicit, encourage engage in negotiations or knowingly facilitate any inquiries discussions about, or the making of, any proposal or offer provide information with respect to, any inquiry or a transaction proposal (an “Acquisition Proposal”) relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution (i) the possible direct or similar transaction involving CBRE indirect acquisition of all or any portion of the Business, whether through the acquisition of the stock, other ownership interests in Seller, or all or substantially all of the assets of Seller or any business or division of Seller, or (ii) any business combination with or involving Seller or (b) discuss or disclose the existence or terms of this Agreement (except as may be required by Law, or is necessary in connection with the transactions contemplated hereby, and except to the extent that such information becomes public other than as result of a violation hereof) with or to any Person other than Buyer without the prior written consent of Buyer. Nothing contained in this Agreement shall prohibit Seller or its Board of Directors from disclosing to its stockholders any information which, after consultation with its outside legal and financial advisors, is required to be disclosed in order for the Board of Directors to comply with its fiduciary obligations in seeking approval of the stockholders of this Agreement, or is otherwise required, under applicable Law. (b) Notwithstanding anything to the contrary contained in this Section 11.14, if, at any time prior to the shareholder approval contemplated by Section 9.4 of this Agreement, Seller receives an unsolicited Acquisition Proposal that the Board of Directors of Seller determines in good faith, after receiving the advice of its subsidiariesfinancial advisers and legal counsel, or any purchase or sale of 20% or more of constitutes a Superior Proposal, then Seller shall be permitted to (i) engage in negotiations regarding such Acquisition Proposal with the consolidated assets Person that has submitted it (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"“Bidder”), (ii) vote or consent (or cause furnish to be voted or consented)the Bidder confidential information relating to Seller and the Business, in person or by proxysubject to the execution and delivery of an appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notif required by fiduciary duties, directly make a change in or indirectlywithdraw the recommendation of the Board of Directors to the shareholders of Seller (or decline to make such a recommendation, sellif not previously made) with respect to the approval of the transaction contemplated by this Agreement (a “Change in Recommendation”); provided, transfer however, that within five (5) business days after receipt of such Acquisition Proposal, Seller shall provide to Buyer a summary of the material terms and conditions of such Acquisition Proposal, including the identity of the Bidder, and the same confidential information disclosed to the Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any decision by Seller’s Board of Directors to make any Change in Recommendation, and Seller shall not submit such Change in Recommendation to its shareholders for at least ten (10) business days after the date of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or otherwise dispose to make an alternative proposal) that it believes would cause the Bidder’s Acquisition Proposal not to constitute a Superior Proposal and, if Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in good faith. Seller shall be permitted to disclose to the Bidder a summary of the material terms and conditions of any shares of CBRE Common Stock beneficially owned revised or alternative proposal submitted by such party (includingBuyer pursuant to this Section 11.14(b), without limitation, in subject to the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any terms of the foregoingnondisclosure agreement contemplated by clause (ii) of the first sentence of this Section 11.14(b).

Exclusivity. Prior to (a) During the earlier Pre-Closing Period, the Osmotica Shareholders, Osmotica and New HoldCo shall not, and shall cause their respective subsidiaries not to, and shall not permit any of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notrespective Representatives to, directly or indirectly, make(i) discuss, participate in negotiate, undertake, authorize, recommend, propose or agree to, or initiate, solicit, encourage or knowingly facilitate enter into any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, involving a merger, reorganizationconsolidation, share exchange, consolidation, business combination, recapitalizationpurchase or disposition of any securities, liquidation, dissolution or similar transaction involving CBRE the purchase or disposition of a material portion of the assets of any of the Osmotica Companies or New HoldCo or any capital stock of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, Osmotica Companies or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case New HoldCo other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Osmotica Acquisition Proposal"Transaction”), (ii) vote knowingly facilitate, knowingly encourage, solicit or consent initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be voted or consented)furnished, in to any person or by proxyentity, any Subject Shares against information concerning the business, operations, properties or assets of any Competing of the Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRETransaction, (iiiiv) enter into any agreement, letter of intent, term sheet or other documentation with respect to any Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. The Osmotica Shareholders, Osmotica and New HoldCo shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any of the foregoing. Osmotica shall inform Vertical/Trigen of the identity of any person making any inquiry, proposal, or offer with respect to an Osmotica Acquisition Transaction within one Business Day of receiving or becoming aware of any such inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer). (b) During the Pre-Closing Period, the Vertical/Trigen Shareholders and Vertical/Trigen shall not, and shall cause their respective subsidiaries not to, and shall not permit any of their respective Representatives to, directly or indirectly, sell(i) discuss, transfer negotiate, undertake, authorize, recommend, propose or otherwise dispose enter into any transaction involving a merger, consolidation, share exchange, business combination, purchase or disposition of any shares securities, or the purchase or disposition of CBRE Common Stock beneficially owned by such party a material portion of the assets of any of the Vertical/Trigen Companies or any capital stock of any of the Vertical/Trigen Companies other than the Transactions (includinga “Vertical/Trigen Acquisition Transaction”), without limitation(ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Vertical/Trigen Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the case business, operations, properties or assets of Freeman Spogliany of the Vertical/Trigen Companies in connection with a Vertical/Trigen Acquisition Transaction, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent letter of intent, term sheet or other documentation with respect to any Vertical/Trigen Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. The Vertical/Trigen Shareholders and Vertical/Trigen shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than the Vertical/Trigen Shareholders and Vertical/Trigen) conducted heretofore with respect to any of the foregoing. Vertical/Trigen shall inform Osmotica of the identity of any person making any inquiry, proposal, or offer with respect to a Vertical/Trigen Acquisition Transaction within one Business Day of receiving or becoming aware of any such inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer).

Exclusivity. Prior to Sellers and the earlier Subsidiaries shall not, nor shall they authorize or permit any of the Contribution Closing or the termination of this Agreementtheir directors, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors employees to, and Sellers and the Subsidiaries shall use their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of CBRE, if applicable) will (i) notit or any of its subsidiaries not to, directly or indirectly, make(i) solicit, participate in initiate or agree toencourage (including by way of furnishing information), or initiateknowingly take any other action designed to facilitate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer with respect tofrom any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or a transaction to effect, a (iii) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesSubsidiary, in each case other than the Transactions transactions contemplated by this Agreement. In addition, Sellers and the Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any case within 24 hours of such request or the receipt of such Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal and the identity of the person making such request or Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the status and details (including amendments or proposed amendments) of any such proposal, offer request or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Seller Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.as promptly as practicable

Exclusivity. Prior to From the earlier of Effective Date until the Contribution Closing or the earlier termination of this AgreementAgreement in accordance with Article VIII, unless otherwise mutually agreed in writing by BLUM Seller Parties shall not (and Freeman Spoglishall cause the Group Companies and its and their respective managers, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly, makediscuss, participate in or agree to, or initiatepursue, solicit, initiate, participate in, facilitate, encourage or knowingly facilitate otherwise enter into any inquiries discussions, negotiations, agreements or the making of, any proposal other arrangements regarding or offer with respect which could lead to, a possible sale or a transaction to effect, a other disposition (whether by merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution recapitalization or similar transaction involving CBRE otherwise) of all or any part of the Ownership Interests, the Business or the Assets of any Group Company with any other Person other than the Buyer or its subsidiariesAffiliates (an “Acquisition Proposal”) or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), (a) immediately cease and cause to be terminated any and all Contracts, discussions and negotiations with any Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) promptly notify the Buyer if any Acquisition Proposal, or any purchase inquiry or sale of 20% or more contact with any Person with respect thereto which has been made as of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesEffective Date or is subsequently made, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (ivc) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent keep the Buyer fully informed with any respect to the status of the foregoing. Seller Parties agree not to (and to cause the Group Companies not to), without the prior consent of the Buyer, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Group Company is a party or is otherwise bound.

Exclusivity. Prior to During the period starting on the date hereof and ending upon the earlier of (i) the Contribution Closing Closing, or the (ii) termination of this AgreementAgreement pursuant to Section 10.1: 8.3.1 The Seller shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglishall cause the Group Companies and its and their respective Affiliates, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shareholders, equity holders and Representatives not in their capacities as officers to, directly or directors of CBRE, if applicable) will indirectly (i) not, directly or indirectly, make, participate in or agree to, or initiatesubmit, solicit, encourage initiate, discuss or knowingly facilitate negotiate with any inquiries or the making of, any proposal or offer Person with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any Acquisition Proposal or any of its subsidiaries, or matter that could reasonably be expected to lead to any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote provide information with respect to the Seller or consent (or cause any Group Company to be voted or consented)any Person, other than the Purchaser, in person or by proxy, connection with any Subject Shares against any Competing Acquisition Proposal at by any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREPerson, (iii) not, directly enter into any Contract or indirectly, sell, transfer accept any offer relating to any Acquisition Proposal or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into otherwise cooperate in any agreementway, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, immediately cease and terminate all discussions and negotiations that occurred or may have occurred on or prior to the date of this Agreement and terminate all agreements, in each case, with respect to any Acquisition Proposal. The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, take the necessary steps to promptly inform the Persons referred to in this Section 8.3.1 of the obligations undertaken in this Section 8.3.1. 8.3.2 The Seller shall, and shall cause the Group Companies and its and their respective Affiliates, shareholders, equity holders and Representatives to, promptly notify (but in no event later than twenty-four (24) hours) the Purchaser of any Acquisition Proposal (including any amendments or modifications to any previously received Acquisition Proposal) or request for non-public information relating to any Group Company or for access to the properties, books or records, of any Group Company by any Person other than the Purchaser received after the date hereof. Such notice shall include: (i) the terms and conditions of such Acquisition Proposal and (ii) the identity of the Person making any such Acquisition Proposal.

Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notNeither of Sellers shall, nor shall any of their officers, directors, employees, partners, stockholders, Affiliates, Subsidiaries, investment bankers, attorneys, accountants, consultants or other agents or advisors (the “Representatives”), directly or indirectly, (A) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (B) enter into or participate in any discussions or negotiations with, furnish any information relating to Sellers or Division or afford access to the business, properties, assets, books or records of Sellers or Division or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, participate in or agree tohas made, an Acquisition Proposal, (C) grant any waiver or initiate, solicit, encourage release under any standstill or knowingly facilitate any inquiries or the making of, any proposal or offer similar agreement with respect toto any class of equity securities of Sellers or any Subsidiary of Parent or (D) enter into any agreement with respect to an Acquisition Proposal. (ii) Notwithstanding §5(g)(i) above and subject to §5(g)(iv) below, if Sellers and the Representatives have not breached or violated any provision of this §5(g), the board of directors of Parent, directly or indirectly through the Representatives, may engage in negotiations or discussions with any Third Party that, without prior solicitation by or negotiation with Parent, has made a transaction Superior Proposal and furnish to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE such Third Party nonpublic information relating to Parent or any of its subsidiariesSubsidiaries pursuant to a confidentiality agreement (a copy of such confidentiality agreement being provided for informational purposes only to Buyer); provided that Buyer shall be furnished with such nonpublic information prior to or simultaneously with the furnishing thereof to such Third Party (to the extent such nonpublic information has not been previously furnished by Sellers to Buyer). Following receipt of such Superior Proposal, Parent’s board of directors may fail to make, withdraw or modify in a manner adverse to Buyer its recommendation to its stockholders referred to in §5(i)(i) below, submit such Superior Proposal to a vote of its stockholders, and/or take any purchase or sale non-appealable, final action that any court of 20% or more competent jurisdiction orders Parent to take, but in each case referred to in the foregoing subsections (A) through (D) of §5(g)(i) above only if a majority of the consolidated assets Non-Affiliated Directors determine in good faith, after considering written advice of the outside legal counsel and financial advisor to Parent’s board of directors that the board must take such action to comply with its fiduciary duties under applicable law. Nothing contained herein shall prevent Parent’s board of directors from complying with Rule 14e-2(a) or Rule 14d-9 under the Securities Exchange Act with regard to an Acquisition Proposal or from making other disclosures to Parent’s stockholders if required under applicable law; provided, however, that any such actions shall comply with the other requirements of this §5(g). (including without limitation stock iii) Parent’s board of its subsidiariesdirectors shall not take any of the actions referred to in subsections (A) through (D) of CBRE §5(g)(i) above unless Parent shall have delivered to Buyer a prior written notice advising Buyer that it intends to take such action, and its subsidiariesParent shall continue to keep Buyer informed, taken as on a wholecurrent basis, or any purchase or sale ofwith respect to such Superior Proposal after taking such action. In addition, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result Parent shall notify Buyer promptly (but in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE no event later than 24 hours) after receipt by Parent (or of the surviving parent entity in such transaction) or any of its subsidiariesRepresentatives) of any Acquisition Proposal, any indication that a third party is considering making an Acquisition Proposal or of any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any third party that may be considering making, or has made, an Acquisition Proposal. Parent shall provide such notice orally and within one (1) business day in each case other than writing and shall identify the Transactions (third party making, and the terms and conditions of, any such proposalAcquisition Proposal, offer indication or transaction request. Parent shall provide within one (other than 1) business day of receipt a copy of any documentation of the Transactions) being hereinafter terms of any such inquiry, proposal or offer, and thereafter shall keep Buyer informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations (including by delivering any further documentation of the type referred to as a "Competing Acquisition Proposal"above). Parent shall, (ii) vote or consent (or and shall cause the Representatives to, cease immediately and cause to be voted terminated any and all existing activities, discussions or consented)negotiations, in person or by proxyif any, with any Subject Shares against third party conducted prior to the date hereof with respect to any Competing Acquisition Proposal at and shall use all reasonable efforts to cause any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such third party (including, without limitation, or its agents or advisors) in the case possession of Freeman Spogli, the warrant confidential information about Parent or its Subsidiaries to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and return or destroy all such information. (iv) In the event Parent receives a Superior Proposal, Parent and its board of directors shall not enter into take any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with any Buyer with respect to the terms of the foregoingtransactions contemplated by this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of the Superior Proposal (including any documents related thereto) as set forth in §5(g)(iii) above. In the event Parent subsequently receives any amendments or changes to such Superior Proposal, Parent and its board of directors shall not take any actions referred to under §5(g)(ii) above until Parent has negotiated in good faith with Buyer with respect to the terms of the transactions contemplated by this Agreement for a period of 10 business days from the date Buyer receives written notice of all material terms and conditions of such original Superior Proposal, as amended or changed (including any documents related thereto) as set forth in §5(g)(iii) above and such written notice shall specify if Parent and its board of directors intend to take any actions referred to under §5(g)(ii) above.

Exclusivity. Prior to the earlier of the Contribution Closing Seller Parties (whether directly or the termination of this Agreementindirectly through their officers, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglidirectors, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers agents or directors of CBRE, if applicableother representatives) will not (a) solicit, initiate discussions, engage in or encourage discussions or negotiations with, or accept or consider any proposal or enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE possible acquisition of the Acquired Entities or any of its subsidiariestheir Subsidiaries (by way of merger, share purchase, asset purchase, license, lease or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"otherwise), (ii) vote the possible acquisition of any material portion of the shares of the Acquired Entities or consent any of their Subsidiaries (including the issuance of new shares) or cause to be voted assets of the Acquired Entities or consented)any of their Subsidiaries, in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose any other transaction outside of any shares the Ordinary Course of CBRE Common Stock beneficially owned by such party (including, without limitation, in Business that could materially impair the case value of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with assets of any of the foregoingAcquired Entities or their Subsidiaries post-closing (collectively, a “Restricted Transaction”), or (b) disclose any non-public information relating to either of the Acquired Entities or any of their Subsidiaries or afford access to the properties, books or records of either of the Acquired Entities or any of their Subsidiaries, to any person (other than Buyer or its representatives) in connection with a proposed Restricted Transaction. Upon receipt of any offer or proposal with respect to a Restricted Transaction or any request for nonpublic information or inquiry that Seller Parties reasonably believe could lead to a proposal for a Restricted Transaction, the Sellers will promptly (and in any event within one (1) Business Day) provide Buyer with a copy of any written Restricted Transaction proposal, request or inquiry received and a written statement with respect to any non-written Restricted Transaction proposal request or inquiry received, which statement will include the identity of the parties making the proposal and the terms thereof, and will promptly (and in any event within one (1) Business Day) advise Buyer of any material modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the status and details of such Restricted Transaction proposal.

Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Contribution Closing Date or the termination of date this AgreementAgreement is terminated pursuant to Section 10.1 (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicableagents) will (i) not, directly or indirectly, makesolicit, participate induce, facilitate, respond to, initiate, engage in or agree enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or initiate, solicit, encourage or knowingly facilitate other form of disposition of any inquiries or material Assets (other than sales of Products in the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any ordinary course of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionSeller’s business) or any transaction involving the Assets similar to any of its subsidiariesthe transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, neither Seller nor such designated persons will approve, endorse, recommend or sign any contracts or agreements or make any commitments to do or in each case connection with any of the foregoing. For the purpose of this Section 5.13, any license of material Intellectual Property Rights related to any of the Assets outside the ordinary course of Seller’s operation and ownership of the Assets shall be considered a disposition of the Assets. Seller represents that it is not bound by any Acquisition Proposal other than the Transactions (as contemplated by this Agreement. If Seller or any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in designated person or by proxy, any Subject Shares against any Competing receives an Acquisition Proposal at or any meeting (whether annual request for non-public information relating to any Assets, Seller shall promptly notify Buyer of such Acquisition Proposal or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party request (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any identity of the foregoingPerson making, and the terms of, such Acquisition Proposal or request).

Exclusivity. Prior During the Interim Period, the Company shall not, and shall cause its Subsidiaries and its and their employees, stockholders and other representatives (including any investment bankers) not to the earlier (and shall not authorize any of the Contribution Closing them to) directly or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will indirectly: (i) notsolicit, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effectthe making, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution submission or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale announcement of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing proposal for an Acquisition Proposal"), ; (ii) participate or engage in or continue any discussions or negotiations regarding, or furnish to any Person any nonpublic information of the Company Group with respect to, any Acquisition Proposal; (iii) approve, endorse or recommend any Acquisition Proposal; (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or providing for the consummation of any Acquisition Proposal; or (v) submit any Acquisition Proposal or any matter related thereto to the vote or consent (or of the Stockholders. The Company shall, and shall cause its Subsidiaries and its and their employees, stockholders and other representatives to, immediately cease and cause to be voted terminated any and all existing activities, discussions or consented), negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. As promptly as practicable (and in person or by proxy, any Subject Shares against event within one (1) Business Day) after receipt of any Competing Acquisition Proposal at or any meeting (whether annual request for nonpublic information or special and whether or not inquiry which it reasonably believes would lead to an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliAcquisition Proposal, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) Company shall provide Parent with oral and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any written notice of the foregoingmaterial terms and conditions of such Acquisition Proposal.

Exclusivity. Prior to Neither the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in Company nor any Beneficial Holder nor anyone acting on their capacities as officers or directors of CBRE, if applicable) will (i) notbehalf is currently involved, directly or indirectly, make, participate in or agree any activity which is intended to, or initiatenor for so long as this Agreement is in effect, solicit, encourage or knowingly facilitate any inquiries or shall the making ofCompany, any proposal Beneficial Holder or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notanyone acting on their behalf, directly or indirectly, sell(a) encourage, transfer solicit, initiate or otherwise dispose participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Buyer or its Affiliates (each an “Excluded Person,” and collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any shares part of CBRE Common Stock beneficially owned by such party (includingthe Business, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingCompany or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any capital stock or other securities of the Company or any of its Subsidiaries, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Company or its Subsidiaries’ assets (other than in the ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company or any of its Affiliates or Subsidiaries, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (iii) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company or the Beneficial Holders shall promptly (within 24 hours) communicate to Buyer the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to Buyer. The notice of the Company and each Beneficial Holder under this Section 5.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as Buyer may reasonably request.

Exclusivity. Prior to The Company agrees that after the date hereof until the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM it shall not, and Freeman Spogliit shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, each directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE Company and its Subsidiaries not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly: (a) solicit, makeinitiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or agree negotiations regarding, or furnish to any Person any information with respect to, or initiate, solicit, cooperate in any way or take any other action knowingly to facilitate or encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes, or could be expected to lead to, any proposal Acquisition Proposal; (c) grant any waiver or offer release under any standstill or similar agreement with respect toto any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or a transaction to effectindication of interest in, a merger, reorganizationconsolidation, share asset purchase, stock purchase, stock exchange, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar transaction involving CBRE in any respect to the Transactions or any of its subsidiaries, or that otherwise involves any purchase or sale of 20% or more of the consolidated business, at least 51% of the assets (including without limitation stock of its subsidiaries) of CBRE the Company and its subsidiariesSubsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more majority of the total voting power of CBRE (or capital stock of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to From the earlier date hereof until the earliest of (a) the Contribution Closing Date or the termination of (b) such date on which this Agreement, unless otherwise mutually agreed Agreement is validly terminated in writing by BLUM and Freeman Spogliaccordance with Article IX, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE Seller and not in their capacities as officers or directors of CBRE, if applicable) its Subsidiaries and its Affiliates will (i) not, directly or indirectly, make, participate in or agree to, or initiate, indirectly (i) solicit, encourage initiate or knowingly facilitate any inquiries or accept the making of, submission of any proposal or offer from any Person relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or (ii) participate in any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect tothereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Assumed Platform Assets (other than the TransactionsBuyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) being hereinafter referred heretofore conducted, or the provision of any confidential or proprietary information to as a "Competing Acquisition Proposal"), any Person (iiother than the Buyer or its authorized Representatives) vote to which confidential or consent (or cause to be voted or consented)proprietary information heretofore has been provided, in person each case, with respect to any discussions or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose negotiations regarding the acquisition of any shares Seller, its respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of CBRE Common Stock beneficially owned by such party (includingany bid, without limitationoffer or proposal it receives with respect to any Seller, in its respective Subsidiaries or the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into Assumed Platform Assets or any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is other transaction inconsistent with any of the foregoingtransactions contemplated by this Agreement.

Exclusivity. Prior to From and after the earlier of the Contribution Closing or the termination date of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller, FGWLA, CLAC and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) Affiliate shall not, directly or indirectly, makethrough any director, participate in officer, employee, shareholder, financial advisor, representative or agree toagent of such Person (i) solicit, or initiate, solicit, aid or encourage (including by way of furnishing information or knowingly advice) or take any other action to facilitate any inquiries or the making ofproposals that constitute, any or could reasonably be expected to lead to, a proposal or offer with respect to, or a transaction to effect, for a merger, reorganizationconsolidation, share exchange, consolidationamalgamation, business combination, recapitalizationsale or transfer of assets or properties, liquidationsale of shares of capital stock (including by way of a tender or exchange offer), dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more part of the consolidated assets Acquired Operations (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Acquisition Proposal"”), (ii) vote engage in negotiations or consent discussions with any Person (or cause group of Persons) other than Purchaser or its advisors (an “Alternate Bidder”) concerning, or provide any nonpublic information or advice to be voted or consented), in person or by proxyany Person relating to, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) not, directly continue any prior discussions or indirectly, sell, transfer negotiations with any Alternate Bidder concerning any Acquisition Proposal or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not accept, or enter into any agreementcontract (whether or not contingent upon consummation of the transactions contemplated by this Agreement) concerning, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent any Acquisition Proposal with any Alternate Bidder or consummate any Acquisition Proposal other than as contemplated by this Agreement. In the event that any of Seller, FGWLA, CLAC or their Affiliate receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly notify Purchaser of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the foregoingterms and conditions thereof, including the names of the interested parties. Seller, FGWLA, CLAC and their Affiliate shall request that all Alternate Bidders who executed a confidentiality agreement in connection with the consideration of a possible Acquisition Proposal (each a “Seller Confidentiality Agreement”) return, or destroy, all confidential information heretofore furnished to such Alternate Bidder by or on behalf of Seller, FGWLA, CLAC, the Seller Subsidiaries or their Affiliates subject to the terms of such Seller Confidentiality Agreement.

Exclusivity. Prior (a) During the Interim Period, neither Company Party shall take, nor shall such Company Party permit any of its Affiliates or Representatives to the earlier of the Contribution Closing or the termination of this Agreementtake, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, whether directly or indirectly, make(i) any action to solicit, participate initiate or engage in discussions or agree negotiations with, or enter into any agreement with, or encourage, respond to inquiries or proposals by, or provide information to, any Person (other than Acquiror or initiateany of its Affiliates or Representatives) concerning any merger or similar business combination transaction, solicitor sale of all or substantially all of the equity interests of such Company Party, encourage or knowingly facilitate sale of substantially all of the assets involving such Company Party or its Subsidiaries, taken as a whole (other than immaterial assets or assets sold in the ordinary course of business), or any inquiries other transaction that would constitute a change of control of such Company Party or would otherwise prohibit or delay the making ofTransactions (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) or (ii) any proposal action in connection with a public offering of any Equity Securities of such Company Party or offer any of its Subsidiaries (or any Affiliate or successor of such Company Party or any of its Subsidiaries). Each Company Party shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or a transaction which is reasonably likely to effectgive rise to or result in, a mergeran Acquisition Transaction or public offering of Equity Securities of such Company Party. The Company Parties will promptly (and in no event later than 48 hours after becoming aware of such inquiry, reorganizationproposal, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution offer or similar transaction involving CBRE submission) (x) notify Acquiror if the Company Party or any of its subsidiariesSubsidiaries, Affiliates, or Representatives receives any purchase inquiry, proposal, offer or sale of 20% or more submission with respect to an Acquisition Transaction during the Interim Period, (y) notify Acquiror of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more identity of the total voting power of CBRE (Person making such inquiry or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any submitting such proposal, offer or transaction submission, and (z) provide Acquiror with a copy of such inquiry, proposal, offer or submission (in the case of subsections (y) and (z) only, to the extent not prohibited by any applicable non-disclosure agreement entered into prior to April 11, 2021, to which the Company Party is a party, as determined in good faith by such Company Party, in which case the Company Party shall provide such notice to the maximum extent not prohibited). The Company Parties agree that the rights and remedies for noncompliance with this Section 8.03(a) include specific performance, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to Acquiror and that money damages would not provide an adequate remedy for such injury. (b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond to inquiries or proposals by, provide information to or commence due diligence with respect to, any Person (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"Company Parties, their respective members or any of their respective Affiliates or Representatives), (ii) vote concerning, relating to or consent (which is intended or cause is reasonably likely to be voted give rise to or consented), in person or by proxyresult in, any Subject Shares against offer, inquiry, proposal or indication of interest, written or oral relating to any Competing Acquisition Business Combination involving Acquiror (a “Alternate Business Combination Proposal”) other than with the Company Parties, their members and their respective Affiliates and Representatives; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal. Acquiror will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) (x) notify the Company Parties if Acquiror or any of its Subsidiaries, Affiliates, or Representatives receives any inquiry, proposal, offer or submission with respect to an Alternate Business Combination Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREduring the Interim Period, (iiiy) notnotify the Company Parties of the identity of the Person making such inquiry or submitting such proposal, directly offer or indirectlysubmission, selland (z) provide the Company Parties with a copy of such inquiry, transfer proposal, offer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party submission (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spoglisubsections (y) and (ivz) only, to the extent not enter prohibited by any applicable non-disclosure agreement entered into prior to April 11, 2021, to which Acquiror is a party, as determined in good faith by Acquiror, in which case Acquiror shall provide such notice to the maximum extent not prohibited). Acquiror agrees that the rights and remedies for noncompliance with this Section 8.03(b) include specific performance, it being acknowledged and agreed that any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement breach or threatened breach will cause irreparable injury to the Company Parties and that is inconsistent with any of the foregoingmoney damages would not provide an adequate remedy for such injury.

Exclusivity. Prior to (a) From the date hereof until the earlier of the Contribution Closing or and the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM no Seller shall, and Freeman Spoglieach Seller shall cause its Subsidiaries and such Seller’s and Subsidiaries’ respective officers, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE directors, managers, members, partners, employees, representatives and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, encourage or knowingly otherwise facilitate any inquiries or the making ofinquiry, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction discussion with, engage in negotiations or discussions with, or enter into any agreement or understanding with, any Person (other than Buyer) concerning any sale or other disposition of any of the TransactionsAcquired Assets, the GDC China Subsidiary, the GDC China Equity, the GDC India Subsidiary, any of the GDC India Assets or any of the Customer Contracts or Related Contracts set forth on Schedule 1.1(a) being hereinafter referred to as a "Competing Acquisition — Part A (an “Alternative Proposal"), ”) or (ii) vote or consent (or cause to be voted or consented)furnish any non-public information concerning any of the Acquired Assets, in person or by proxythe GDC China Subsidiary, the GDC China Equity, the GDC India Subsidiary, any Subject Shares against of the GDC India Assets or any Competing Acquisition Proposal at of the Assigned Contracts (other than to Buyer). For the avoidance of doubt, the foregoing shall not apply to any meeting Excluded Contract. (b) Each Seller shall promptly notify any Person (other than Buyer) with which discussions or negotiations of the nature described in paragraph (a) above are pending on the date hereof that such Seller is terminating such discussions or negotiations. If, after the date hereof until the Closing, any Seller receives any inquiry, proposal or offer of the nature described in paragraph (a) above, Sellers shall communicate to Buyer the material terms of any such inquiry, proposal or offer. (c) [Intentionally Omitted.] (d) Any Customer Contract or Related Contract that is or has been provided or made available to any other potential acquiror of any Customer Contract shall be made available to Buyer in the same form (whether annual redacted or special and whether or not an adjourned or postponed meetingunredacted) of stockholders of CBRE, (iiii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party within five (including, without limitation, 5) days after the date hereof in the case of Freeman Spogli, a Customer Contract or Related Contract that has been provided or made available to such other potential acquiror prior to the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spoglidate hereof or (ii) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement contemporaneously in the case of a Customer Contract or Related Contract that is inconsistent provided or made available to such other potential acquiror on or after the date hereof, in either case by the same means (i.e., by posting to the Data Room or delivery of a copy), if a copy of such Customer Contract or Related Contract has not previously or contemporaneously been made available to Buyer in an unredacted, complete and accurate form. If Sellers make any Customer Contract or Related Contract available to Buyer by posting such Customer Contract or Related Contract in the Data Room, Sellers shall instruct Intralinks, Inc. to provide its customary notice contemporaneously with any such posting to all representatives of Buyer that have registered for access to the foregoingData Room.

Exclusivity. Prior to Consultant hereby agrees that during the earlier period ----------- beginning on the date hereof and ending upon the first anniversary of the Contribution Closing later to occur of (i) the Expiration Date or (ii) the termination of the Director Period, Consultant will not directly or indirectly (i) become a stockholder, director, officer, agent, partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Competitive Business (as defined below), engage as a sole proprietor in any Competitive Business, act as a consultant to or assist any of the foregoing or otherwise engage or participate in any Competitive Business, (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company or any Subsidiary which were contacted, solicited or served by Consultant while employed by the Company or any Subsidiary or learned of by Consultant as a result of his employment by the Company or any Subsidiary, (iii) interfere in any manner in the relationships between the Company or any Subsidiary and its supplier or (iv) disparage the Company or any Subsidiary, or any of their respective shareholders, directors, officers, employees or agents; provided, however, that the foregoing shall not prohibit -------- ------- the ownership by Consultant of less than three percent (3%) of the outstanding shares of the stock of any corporation engaged in any Competitive Business, which shares are regularly traded on a national securities exchange or in any over-the-counter market. For the purpose hereof, "Competitive Business" means the ownership, operation, development, franchise or management of Mexican quick service restaurants within the United States that compete with the Company or any Subsidiary in theme, menu or design at the time of termination of this Agreement. Consultant further agrees that, during a one (1) year period following the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliConsultant shall, each within ten days after accepting any employment, whether as an employee, director, consultant or advisor, advise the Company of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE identity and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose contact information of any shares employer of CBRE Common Stock beneficially owned by such party (including, without limitationConsultant. Consultant agrees that the Company may, in the case event that the Company reasonably believes that Consultant's new employment may violate the terms of Freeman Spoglithis Section 4, serve notice upon each such employer that the warrant Consultant is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions thereof. The Company agrees not to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any disparage Consultant during the term of the foregoingthis Agreement.

Exclusivity. Prior to From the date of this Agreement until the Closing, or the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with Section 8.1, unless otherwise mutually agreed in writing by BLUM Rave shall not, and Freeman Spoglishall not cause or permit any of its representatives to, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and Rave shall cause its Subsidiaries and its Subsidiaries’ representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly: (a) solicit, make, participate in or agree toinitiate, or initiate, solicit, encourage (including by way of furnishing non-public information or knowingly facilitate any inquiries or assistance) the making of, submission of any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any membership interests in the Acquired Companies or any merger, recapitalization, share exchange, sale of assets involving the Acquired Companies, the Acquired Theaters or the Acquired Business (other than sales of inventory in the ordinary course of business) or any similar transaction or any other alternative to the transactions contemplated hereby or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek any of the foregoing. Rave shall notify Buyer orally (within one (1) Business Day) and in writing (as promptly as practicable, and in any event no later than three (3) Business Days) of all relevant terms of any inquiry or proposal by a transaction third party to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution do any of the foregoing that Rave or similar transaction involving CBRE any Subsidiary of Rave or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) their respective Affiliates or any of their respective officers, directors, partners, managers, employees, consultants, Affiliates, investment bankers, attorneys, accountants or other advisors or representatives may receive relating to any of such matters. If the inquiry or proposal is in writing, Rave shall deliver to Buyer a copy of such inquiry or proposal together with such written notice. Buyer hereby acknowledges that Rave and its subsidiaries, Subsidiaries have been and will continue to be participating in each case other than the Transactions (any such proposal, offer or transaction discussions and negotiations regarding a sale of its business (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliAcquired Business, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman SpogliAcquired Companies and the Acquired Theatres) and (iv) any such discussions or negotiations regarding such transaction shall not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingviolate this Section 5.8.

Exclusivity. Prior to 23.1 The Underwriters shall be the earlier exclusive underwriters in respect of the Contribution Closing or Offer. The Company and the termination Selling Shareholders shall not, during the term of this Agreement, unless otherwise mutually agreed appoint any other lead managers, co-managers, syndicate members or other advisors in writing by BLUM relation to the Offer without the prior written consent of the Underwriters which shall not be unreasonably withheld (other than the Underwriter(s) with respect to which this Agreement has been terminated, if any). The Parties agree and Freeman Spogliacknowledge that the terms of appointment of any other such lead manager, co-manager, syndicate member or other advisor in relation to the Offer shall be negotiated separately with such entities and shall not affect or have any bearing on the fees and expenses, as applicable, payable to each of the Investors (Underwriters. In the event that the Company and/or the Selling Shareholders wish to appoint any additional Underwriter(s) for the Offer, the compensation or fee payable to such additional Underwriter(s) shall be in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s addition to the compensation contained in the Fee Letter, except when such additional Underwriter is appointed in replacement of an existing Underwriter whose services have been terminated for any reason whatsoever. Nothing contained in this Agreement shall be interpreted to prevent the Company or the Selling Shareholders from retaining legal counsel or such other advisors as stockholders may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer, provided that the Underwriters and their respective Affiliates shall not be liable in any manner whatsoever for any acts or omissions of CBRE any advisor appointed by the Company or the Selling Shareholders. 23.2 During the term of this Agreement, the Company and not in their capacities as officers or directors of CBRE, if applicable) the Selling Shareholders agree that they will (i) not, directly or indirectly, make, participate in offer to sell any Equity Shares being offered through the Offer or agree toOffered Shares, or initiateotherwise contact or enter into a discussion with any other party in connection with the structuring, solicitissuance, encourage sale, arrangement or knowingly facilitate placement of the Equity Shares being offered through the Offer or Offered Shares, other than through the Underwriters. In addition, and without limiting the foregoing, during the term of this Agreement, the Company and the Selling Shareholders will not engage any inquiries other party to perform any services or act in any capacity for which the making of, any proposal or offer Underwriters have been engaged pursuant to this Agreement with respect to, or a to any potential transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more without the approval of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingUnderwriters.

Exclusivity. Prior to (a) From and after the earlier of the Contribution Closing or the termination date of this Agreement, unless otherwise mutually agreed in writing by BLUM Company shall not, and Freeman Spogli, shall cause each Subsidiary and each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE their respective directors, officers, employees, financial advisors, representatives and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(i) solicit, initiate, engage or participate in or agree to, encourage discussion or initiate, solicit, encourage negotiations with any Person or knowingly facilitate entity (other than Purchaser) concerning any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesmaterial assets, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity recapitalization of or accumulation or acquisition of securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of its subsidiaries, in each case other than the Transactions (reorganization of Company or any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, “Alternative Transaction”), or (ii) provide any non-public information concerning the business, properties or assets of Company or any Subsidiary to any Person or entity (other than to Purchaser). Company shall, and shall cause each of its Subsidiaries to, immediately cease any and all existing activities, discussions and negotiations with any Person other than Purchaser with respect to any Alternative Transaction and the Company shall, and shall cause its Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately notify Purchaser of, and shall disclose to Purchaser all details of, any inquiries, discussions or negotiations described in the case first sentence of Freeman Spoglithis Section 6.10. The provisions of this Section 6.10 are referred to in this Agreement as the “Exclusivity Provisions.” (b) Notwithstanding the provisions of subsection (a) above, prior to entry of the Confirmation Orders, the warrant Debtors may, to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held the extent required by Freeman Spoglithe Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the “Bankruptcy- Related Requirements”), or to the extent that the board of directors of Company determines, in good faith after consultation with outside legal counsel, that such board’s fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (c) below, furnish information to any Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an unsolicited bona fide offer to effect an Alternative Transaction that the board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any in the good faith judgment of the foregoingboard of directors) is likely to be consummated (a “Superior Proposal”). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such Superior Proposal or requesting authorization of such Superior Proposal from the Bankruptcy Court, if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that Company shall not terminate this Agreement until at least five (5) Business Days after Purchaser’s receipt of a copy of such Superior Proposal. (c) Debtors shall, within one (1) Business Day of the occurrence thereof, notify Purchaser orally and in writing of the receipt of a Superior Proposal. Such notice to Purchaser shall indicate in reasonable detail the identity of the potential acquirer and the material terms and conditions of such Superior Proposal, to the extent known. (d) Notwithstanding anything to the contrary in this Section 6.10, Company shall not, and shall cause each of its Subsidiaries not to, provide any non-public information to a third party unless: (i) Company and its Subsidiaries provide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser. (e) Notwithstanding anything to the contrary in this Section 6.10, Company shall be permitted to continue the solicitation of expressions of interest in its international operations.

Exclusivity. Prior to During the period from the Agreement Date until the earlier of the Contribution Closing or the Date and termination of this AgreementAgreement pursuant to Article 10, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSphinx will not, each nor will it authorize or permit any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers its Subsidiaries or directors of CBRE, if applicable) will (i) notRepresentatives to, directly or indirectly: (a) solicit or knowingly encourage, makefacilitate or induce the making, participate in submission or agree toannouncement of, or initiate, solicit, encourage take any other action designed or knowingly facilitate any inquiries or the making ofreasonably likely to facilitate, any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of any portion of the Business as an alternative to the transactions contemplated by this Agreement (an “Acquisition Proposal”) from any Person other than Arion or its Affiliates or Representatives, (b) deliver or make available to any Person any nonpublic information with respect toto the Business or afford access to the properties, books, records or representatives of the Business to any Person (other than Arion or its Affiliates or Representatives, or a as required by applicable Law) or (c) negotiate, or accept any proposals, offers or inquiries from, or enter into any Contract with, any Person relating to or in connection with any Acquisition Proposal. Notwithstanding anything to the contrary herein, in no event shall any transaction or proposal with respect to effect, a an acquisition of control of Sphinx (whether by way of merger, reorganizationpurchase of capital stock, share exchangepurchase of assets, consolidationjoint venture, business combinationlicense, recapitalization, liquidation, dissolution lease or similar transaction involving CBRE otherwise) constitute an Acquisition Proposal. In the event that Sphinx or any of its subsidiariesAffiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Agreement Date and prior to the Closing Date, or any purchase or sale Sphinx will provide Arion with notice of 20% or more such event and a summary of the consolidated assets (including without limitation stock material terms of its subsidiaries) of CBRE and its subsidiariessuch Acquisition Proposal; provided, taken as a wholehowever, or any purchase or sale of, or tender or exchange offer for, that Sphinx will not be required to disclose the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more identity of the total voting power Person or group of CBRE (or of the surviving parent entity in Persons making such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior (a) From the date hereof through the Closing Date or the earlier termination of this Agreement pursuant to ARTICLE 9, except as permitted by, and subject to, Section 4.7(c), Section 4.7(d), Section 4.7(e) and Section 4.8, Seller Parent shall not, and shall cause each of its Subsidiaries not to, and shall not authorize or permit any of its Representatives to, (i) initiate, solicit, knowingly encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations with any person, or furnish to any person other than Seller Parent any non-public information, in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) release any person from or fail to enforce any standstill agreement or similar obligation to Seller Parent or any of the Subsidiaries of Seller Parent, (iv) withdraw, modify or amend the Seller Parent Recommendation in any manner adverse to Purchaser or fail to make the Seller Parent Recommendation or fail to include the Seller Parent Recommendation in the Proxy Statement, (v) approve, endorse or recommend any Acquisition Proposal, (vi) enter into any agreement in principle, arrangement, understanding, contract or agreement (whether binding or not) relating to an Acquisition Proposal, or (vii) take any action to exempt any person from any Takeover Statute or similar restrictive provision of the Seller Parent Organizational Documents for purposes of facilitating an Acquisition Proposal (any event described in clause (iv), clause (v), clause (vi) or clause (vii), whether taken by the Seller Parent Board or a committee thereof, a “Seller Parent Change in Recommendation”). Seller Parent agrees that in the event any Representative of Seller Parent or any Subsidiary of Seller Parent takes any action on behalf of Seller Parent that, if taken by Seller Parent, would constitute a material violation of this Section 4.7(a), then Seller Parent shall be deemed to be in violation of this Section 4.7(a) for all purposes of this Agreement. (b) Except as permitted by, and subject to, Section 4.7(a), Section 4.7(c), Section 4.7(d) and Section 4.7(e), Seller Parent shall, and shall cause each of its Subsidiaries and their respective Representatives to, immediately cease any discussions, negotiations or communications with any person (other than Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such person (other than Purchaser). (c) If prior to receipt of the Seller Parent Stockholder Approval, Seller Parent, Seller, or any of its Subsidiaries or their respective Representatives receives a bona fide written Acquisition Proposal which has not been initiated, solicited, encouraged or facilitated in violation of Section 4.7(a), and which the Seller Parent Special Committee has determined in good faith following consultation with its legal and financial advisors is or could be reasonably expected to result in a Superior Proposal, Seller Parent and its Subsidiaries or any of their respective Representatives thereafter may take the following actions: (i) furnish, make available or provide access to non-public information with respect to Seller Parent and its Subsidiaries to the earlier person who made such Acquisition Proposal and such person’s Representatives (provided that Seller Parent (A) has previously furnished, made available or provided access to such non-public information to Purchaser and (B) furnishes, makes available or provides access to such non-public information pursuant to a confidentiality agreement in a form reasonably acceptable to Purchaser), (ii) participate in negotiations regarding such Acquisition Proposal, and (iii) disclose to the stockholders of Seller Parent any information required to be disclosed under applicable law. In the event Seller Parent, any of its Subsidiaries or any of their respective Representatives receives from a person or group of related persons (x) an Acquisition Proposal or an amended or modified proposal or offer with respect to any such Acquisition Proposal, (y) any request for information relating to Seller Parent any or its Subsidiaries from a person who informs Seller Parent or any of its Subsidiaries that it is considering making or has made an Acquisition Proposal or (z) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal, Seller Parent shall promptly notify Purchaser of (but in no event more than 48 hours following) such receipt. Such notification shall include, to the extent then known, the identity of the Contribution Closing parties and a copy of such Acquisition Proposal, inquiry or request or, if not made in writing, a written description of the material terms thereof. Seller Parent shall keep Purchaser apprised on a current basis of (and in any event no later than 24 hours after) any material developments, discussions and negotiations concerning, any such Acquisition Proposal, inquiry or request, including by furnishing copies of any documentation and written correspondence that supplements or amends any such Acquisition Proposal, inquiry or request. Notwithstanding anything to the contrary in this Agreement, but subject to the preceding three sentences, nothing herein shall prohibit Seller Parent, its Subsidiaries and their respective Representatives from contacting in writing any person submitting an Acquisition Proposal (that was not the result of a violation of this Section 4.7) solely to clarify the terms of the Acquisition Proposal for the sole purpose of the Seller Parent Board (or the termination Seller Parent Special Committee) informing itself about such Acquisition Proposal. Neither Seller Parent nor any of its Subsidiaries shall, after the date of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ enter into any confidentiality agreement that would prohibit it from providing such information to P▇▇▇▇▇▇▇▇. (▇s as stockholders ) At any time prior to receipt of CBRE and not in their capacities as officers or directors of CBREthe Seller Parent Stockholder Approval, the Seller Parent Board may, if applicablethe Seller Parent Board determines in good faith after consultation with its legal advisor (and based on the recommendation of the Seller Parent Special Committee) will that the failure to do so would be reasonably likely to be inconsistent with the standard of conduct applicable to Seller Parent’s directors under applicable law, (i) notupon receipt by Seller Parent of an Acquisition Proposal that constitutes a Superior Proposal, make a Seller Parent Change in Recommendation (and Seller Parent may so terminate this Agreement in accordance with Section 9.1(e) of this Agreement and enter into an agreement relating to, or for the implementation of, such Superior Proposal); or (ii) otherwise make a Seller Parent Change in Recommendation in response to a Seller Parent Intervening Event in circumstances not involving an Acquisition Proposal; provided that: (A) in the case of a Seller Parent Change in Recommendation under clause (i) of this Section 4.7(d), (1) such Acquisition Proposal did not result from Seller Parent’s breach of its obligations under this Section 4.7, and (2) the Seller Parent Board has determined in good faith, after consultation with its legal and financial advisors (and based on the recommendation of the Seller Parent Special Committee), that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its legal advisor, that the failure of Seller Parent to terminate this Agreement in accordance with Section 9.1(e) or make a Seller Parent Change in Recommendation, as the case may be, would be inconsistent with directors’ duties under applicable law, taking into account all adjustments to the terms of this Agreement that have been offered by Purchaser pursuant to Section 4.7(d)(ii)(D); (B) in the case of a Seller Parent Change in Recommendation under clause (ii) of this Section 4.7(d), the Seller Parent Board has determined in good faith, after consultation with its legal advisor (and based on the recommendation of the Seller Parent Special Committee), that failure of Seller Parent to make a Seller Parent Change in Recommendation would be reasonably likely to be inconsistent with the standard of conduct applicable to Seller Parent’s directors under applicable law, taking into account all adjustments to the terms of this Agreement that have been offered by Purchaser pursuant to Section 4.7(d)(ii)(D); (C) Seller Parent has notified Purchaser in writing that the Seller Parent Board intends to make a Seller Parent Change in Recommendation or enter into an agreement related to the Superior Proposal, attaching the most current version of such agreement (including any amendments, supplements or modifications) to such notice (a “Seller Parent Change Notice”); and (D) during the three (3) Business Day period following Purchaser’s receipt of a Seller Parent Change Notice, Seller Parent shall have offered to negotiate with (and, if accepted, negotiated in good faith with), and shall have caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faith with), Purchaser in making adjustments to the terms and conditions of this Agreement such that (1) in circumstances involving or relating to an Acquisition Proposal, the Superior Proposal ceases to be a Superior Proposal; provided that any amendment, supplement or modification to any Acquisition Proposal shall be deemed a new Acquisition Proposal and Seller Parent may not terminate this Agreement pursuant to Section 9.1(e) or make a Seller Parent Change in Recommendation pursuant to clause (i) of this Section 4.7(d) unless Seller Parent has complied with the requirements of this Section 4.7(d) with respect to each such new Acquisition Proposal including sending a Seller Parent Change Notice with respect to each such new Acquisition Proposal (except that the new negotiation period under this Section 4.7(d)(ii)(D) shall be two (2) business days instead of three (3) business days), and (2) in circumstances not involving an Acquisition Proposal, as may be proposed by Purchaser. (e) Nothing in this Section 4.7 or elsewhere in this Agreement shall prevent the Seller Parent Board or Seller Parent, directly or indirectly, make, participate in from (i) taking and disclosing to the stockholders of Seller Parent a position contemplated by Rule 14d-9 or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or Rule 14e-2(a) promulgated under the making of, any proposal or offer Exchange Act with respect toto an Acquisition Proposal, or a transaction making any required disclosure to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more the stockholders of the consolidated assets (Seller Parent under applicable law, including without limitation stock of its subsidiariesRule 14d-9 promulgated under the Exchange Act or Item 1012(a) of CBRE and its subsidiaries, taken as a whole, Regulation M-A or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause making any disclosure to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of CBRE, Seller Parent if the Seller Parent Board determines in good faith after consultation with its legal advisors (iiiand based on the recommendation of the Seller Parent Special Committee) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in that the case of Freeman Spogli, the warrant failure to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is do so would be inconsistent with any of the foregoingdirectors’ duties under applicable law; provided, however, that a Seller Parent Change in Recommendation may only be effected in accordance with Section 4.7(d).

Exclusivity. Prior (a) Subject to Section 5.3(b), until such time, if any, as this Agreement is terminated pursuant to Article VIII, except with respect to this Agreement and the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglitransactions contemplated hereby, each of Elitech and the Investors Elitech Shareholders, on the one hand, and Nanogen, on the other hand, agrees that it will not, and it will use its reasonable efforts to cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders including any investment banking, legal or accounting firm retained by it or any of CBRE them and any individual member or employee of the foregoing) (each, an “Agent”) not in their capacities as officers or directors of CBRE, if applicable) will to: (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, knowingly encourage or knowingly facilitate seek any inquiries relating to or the making ofor implementation of any Third-Party Proposal; (ii) engage in any negotiations concerning, or provide any information or data to, or have any substantive discussions with, any Person relating to a Third-Party Proposal; (iii) otherwise cooperate in or facilitate any effort or attempt to make, implement or accept a Third-Party Proposal; or (iv) enter into Contract with any Person relating to a Third-Party Proposal. Each of Elitech and the Elitech Shareholders, on the one hand, and Nanogen, on the other hand, will immediately cease, and will cause their respective Subsidiaries and Agents immediately to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Third-Party Proposal. Each of Elitech and the Elitech Shareholders, on the one hand, and Nanogen, on the other hand, will promptly notify the other party regarding any contact with any other Person regarding and Third-Party Proposal or any related inquiry. “Third-Party Proposal” means any Contract, proposal or offer (including any proposal or offer to the shareholders of Elitech or Nanogen, as the case may be) with respect toto a proposed or potential Acquisition Transaction. “Acquisition Transaction” means, with respect to Elitech or a transaction to effectNanogen, a mergeras the case may be, reorganization(A) any sale, share exchangelease or other disposition, consolidationdirect or indirect (and however structured), of any business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or assets of such party and/or any of its subsidiaries, Subsidiaries (which business or any purchase or sale of 20assets represent 10% or more of the consolidated revenues, net income or assets (including without limitation stock of its subsidiaries) of CBRE such party and its subsidiariesSubsidiaries, taken as a whole), or (B) any purchase or sale of, or tender offer (including a self-tender offer) or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity a third party beneficially owning 10% or more of any class of securities representing 20of such party, (C) a merger, consolidation, share exchange, business combination, reorganization, joint venture, recapitalization, liquidation, dissolution or other similar transaction involving such party and/or any of its Subsidiaries (which Subsidiaries represent 10% or more of the total consolidated revenues, net income or assets of such party and its Subsidiaries, taken as a whole), (D) the issuance, sale or other disposition, direct or indirect (and however structured), of securities (or securities or other rights convertible into, or exercisable or exchangeable for, such securities) representing 10% or more of the voting power or capital stock of CBRE (or of the surviving parent entity in such transaction) or party and/or any of its subsidiariesSubsidiaries (which Subsidiaries represent 10% or more of the consolidated revenues, in each case other than net income or assets of such party and its Subsidiaries, taken as a whole), or (E) any combination of the Transactions (any such proposal, offer or transaction foregoing (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"Acquisition), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to (a) From and after the date hereof through and including the Closing Date or the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglithe Companies will not solicit, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree toinitiate, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, submission of any proposal or offer with respect tofrom any Person relating to the acquisition of all or substantially all of the capital stock or assets of either Company, or a transaction to effect, including any acquisition structured as a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets share exchange (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), and will cease negotiations with respect to any Acquisition Proposals. Notwithstanding the foregoing, Barrier and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent Barrier's Board of Directors concludes in good faith, after having taken into account the advice of its outside legal counsel, that the fiduciary duties of the directors or officers, as applicable, to the shareholders of Barrier require them to do so; provided, that, the directors and officers shall not take any of the foregoing actions without having given at least three (ii3) vote Business Days' advance written notice to Parent. In addition, if any director or consent officer receives an Acquisition Proposal, Barrier shall promptly inform Parent in writing of the material terms of such proposal and the identity of the Person (or cause group) making it. (b) It is understood that any violation of the restrictions set forth in this Section 5.7 by any director or officer of the Companies or by any investment banker, financial adviser, attorney, accountant, or other representative of the Companies shall be deemed to be voted or consented), in person or a breach of this Section 5.7 by proxy, any Subject Shares against any Competing the Companies. (c) In the event that an Acquisition Proposal at shall have been made known to Barrier or shall have been made directly to its shareholders generally or any meeting Person shall have announced an intention (whether annual or special and whether or not conditional) to make an adjourned Acquisition Proposal, and thereafter this Agreement is terminated by Barrier for any reason and an Acquisition Proposal is consummated within eighteen (18) months of such termination, then Barrier shall pay to Parent, upon the consummation of such Acquisition Proposal, a termination fee equal to $1,000,000 in cash; provided that this Section 5.7(c) shall not apply if this Agreement is terminated pursuant to Section 7.1(d) following a vote of the Shareholders to approve this Agreement and the Merger in which each director of Barrier who is a Shareholder votes his or postponed meeting) of stockholders of CBRE, her Barrier Shares (iii) not, directly or indirectly, sell, transfer or otherwise dispose of and any shares of CBRE Common Stock beneficially Barrier Shares owned by entities controlled by such party (including, without limitation, director) in favor of this Agreement and the case of Freeman Spogli, Merger but the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) Requisite Shareholder Approval is not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingobtained.

Exclusivity. Prior to Neither the earlier Seller nor any Subsidiary of the Contribution Closing Seller nor any of their respective officers, directors or employees shall, and the termination of this AgreementSeller shall direct and cause its and such Subsidiaries’ officers, unless otherwise mutually agreed in writing by BLUM directors and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and employees not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (a) initiate, solicit, encourage or knowingly otherwise take any action to facilitate any inquiries or the making of, of any proposal or offer with respect to an Acquisition Proposal or (b) engage in any negotiations concerning, or provide any confidential information or data to, or a transaction have any discussions with, or afford access to effectany of the properties, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution assets or similar transaction involving CBRE books and records of the Seller or any of its subsidiariesSubsidiaries to, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ commitment or arrangement with, any Person relating to an Acquisition Proposal; provided, however, that, so long as the Seller has not breached in any material respect any of its obligations under this Agreement, nothing contained in this Agreement shall prevent the Seller, its directors, officers, or representatives, prior to the shareholder approval of the Amendments, from (i) providing information in response to a request therefor by a third party who has made an unsolicited written bona fide Acquisition Proposal to acquire all or more than fifty percent (50%) of the issued and outstanding Seller common stock or newly issued shares of Seller’s common stock that is inconsistent would constitute more than fifty percent (50%) of the then outstanding shares after consummation of such transaction, or all or substantially all of the Seller’s assets, if the Board of Directors of the Seller receives from the third party so requesting such information an executed confidentiality agreement and contemporaneously provides such information to Buyer; (ii) engaging in any negotiations or discussions with any third party who has made an Acquisition Proposal described in clause (i) above; or (iii) withdrawing or modifying in a manner adverse to Buyer its recommendation in favor of the foregoingAmendments or recommending to the stockholders of the Seller an Acquisition Proposal described in clause (i) above if, in each such case referred to in clause (i) or clause (ii) above, the Board of Directors of the Seller determines in good faith (after consultation with outside legal counsel of national reputation) that taking such action is required in order to comply with the fiduciary duties of the members of the Board of Directors of the Seller under applicable law, and in each such case referred to in clause (iii) above, (A) the Board of Directors of the Seller determines in good faith (after consultation with outside legal counsel of national reputation) that taking such action is required in order to comply with the fiduciary duties of the members of the Board of Directors of the Seller under applicable Law and (B) the Board of Directors of the Seller determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal referred to in clause (iii) above constitutes a Superior Proposal (as defined below). The Seller shall immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Seller or any Subsidiary of the Seller, or any of their respective officers, directors or Employees with any parties conducted heretofore with respect to any Acquisition Proposal. The Seller shall (x) as promptly as reasonably practicable (but in no event later than the day after receipt) notify Buyer if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any such third party and (y) identify the terms and conditions of any Acquisition Proposal (including any subsequent changes, modifications and amendments thereto) and the identity of the third party making such Acquisition Proposal. Nothing contained in this Agreement shall prohibit the Seller or the Board of Directors of the Seller from taking and disclosing to the Seller’s stockholders a position with respect to a tender offer or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to any Acquisition Proposal. During the period from the date of this Agreement through the exercise of the Warrant, the Seller shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party.

Exclusivity. Prior to (a) From the date of this Agreement until the earlier of the Contribution Closing or date of the termination of this AgreementAgreement or the Effective Time, unless otherwise mutually agreed in writing the Company and its Subsidiaries shall not (and the Company shall not permit and shall instruct its and any of its Subsidiaries’ officers, directors or employees or Representatives retained by BLUM and Freeman Spogli, each it or any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and its subsidiaries not in their capacities as officers to) directly or directors of CBRE, if applicable) will indirectly (i) not, directly or indirectly, make, participate in or agree to, solicit or initiate, solicit, or engage in discussions or negotiate with any Person (whether such discussions or negotiations are initiated by the Company or otherwise) with respect to any Acquisition Proposal or take any other action intended or designed to facilitate or encourage or knowingly facilitate any inquiries or the making ofof any Acquisition Proposal, (ii) provide information with respect to the Company to any Person, other than Parent and its Representatives, relating to an Acquisition Proposal, (iii) enter into an agreement, letter of intent or understanding with respect to an Acquisition Proposal, or (iv) make any statement, recommendation or solicitation in support of any Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer with respect torelating to any transaction or series of related transactions involving (i) any sale, lease or other disposition, direct or indirect (and however structured), of all or substantially all or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more material portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE the Company and its subsidiaries, Subsidiaries taken as a whole, or (ii) any purchase or sale of, or tender offer (including a self-tender offer) or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity a third party beneficially owning securities representing 20% (or the Company purchasing) ten percent (10%) or more of the total voting power any class of CBRE (or securities of the surviving parent entity in such transaction) Company or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRESubsidiaries, (iii) nota merger, directly consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or indirectlyother similar transaction involving the Company or any of its Subsidiaries, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any combination of the foregoingforegoing in a series of related transactions (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder); provided, however, that the term “Acquisition Proposal” shall not include the Merger and the other transactions contemplated hereby, including the Spinoff.

Exclusivity. Prior The Managing Member, itself and on behalf of the Company, hereby agrees that Section 12.4 of the LLC Agreement shall not apply to any of your Affiliates (other than your Subsidiaries) from which you are separated by a reasonable and customary information barrier and the voting and investment powers of which are exercised independently from you with respect to the earlier Investment. (b) Notwithstanding Section 12.4 of the Contribution Closing or the termination of this LLC Agreement, unless otherwise mutually agreed but subject to any applicable restrictions under the Restructuring Proposal, you and your Subsidiaries shall be permitted to invest in writing by BLUM and Freeman Spogli, each voting common shares of GGP following the effective date of the Investors Plan; provided that your holdings of such common shares, together with any holdings of your Subsidiaries (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders including any indirect purchase or disposition, for example, by means of CBRE and swaps or other derivatives), shall not in their capacities as officers or directors exceed three percent (3%) of CBREthe aggregate outstanding amount of such common shares; provided, if applicable) will further, that you agree (i) notnot to purchase or dispose of any such common shares if, directly at the time of such purchase or indirectlydisposition, makethe Person making the applicable investment decision is in possession of any material non-public information relating to GGP on which it is prohibited from trading under the Exchange Act; (ii) not to purchase or dispose of any such common shares unless you have determined that such purchase or disposition would not result in a disgorgement of profits under Section 16(b) of the Exchange Act with respect to any Member other than you or your Affiliates; (iii) to notify the Managing Member of such purchase or disposition (including any indirect purchase or disposition, participate for example, by means of swaps or other derivatives), as applicable, and the amount and timing thereof, immediately after such purchase or disposition, and in or agree toany event on the date thereof; (iv) not to sell “short” any such common shares, or initiate, solicit, encourage or knowingly facilitate unless you shall have determined that such “short” sale is permitted under Section 16(c) of the Exchange Act; (v) to reimburse the Company for any inquiries expenses incurred by the Company or the making ofManaging Member on behalf of the Company, in connection with any proposal or offer amendment to any filings made on behalf of the Company pursuant to Section 13 of the Exchange Act; (vi) not to engage in any acquisition that would require compliance with Regulation 14E of the Exchange Act with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE GGP or any of its subsidiaries, or Affiliates; and (vii) to vote any common shares held by you and your Affiliates at all times in the same manner and in conformance with how the Company votes its common shares in GGP. References in this paragraph 23 to any purchase or sale disposition of 20% or more common shares of GGP shall be to the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, disposition on a date or tender or exchange offer for, within a time period specified by the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingrelevant party.

Exclusivity. Prior In consideration of the Non-Refundable Deposit, Sellers agree that, with respect to the earlier applicable Additional Properties, from the date of the Contribution Seller Closing Notice with respect to such Additional Properties through the applicable scheduled Closing Date with respect to such Additional Properties (the “Exclusivity Period”), neither VMP, MSR II, nor any of their respective officers, members, directors, advisors, employees, agents, successors and assigns or affiliates (collectively, the termination of this Agreement“Sellers Group”), unless otherwise mutually agreed in writing by BLUM and Freeman Spoglishall initiate, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers solicit, entertain, negotiate, accept or directors of CBRE, if applicable) will (i) notdiscuss, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in from any person or entity beneficially owning securities representing 20% group of persons other than Buyer, to acquire all or more any portion of the total voting power of CBRE Additional Properties (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Acquisition Proposal"”), (ii) vote or consent (provide any non-public information to any third party in connection with an Acquisition Proposal, or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent or understanding requiring it to abandon, terminate or fail to consummate the applicable portion of the Transactions with Buyer. Sellers agree to immediately notify Buyer if any member of the Sellers Group receives any indication of interest, request for information or offer in respect of an Acquisition Proposal. Immediately upon payment by Buyer of the applicable portion of the Non-Refundable Deposit, Sellers shall, and shall cause any member of the Sellers Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than Buyer and its affiliates regarding an Acquisition Proposal other than customary nondisclosure or confidentiality agreements. Each Seller represents that neither it nor any member of the foregoingSellers Group is party to or bound by any agreement with respect to an Acquisition Proposal. Upon the expiration of the Exclusivity Period, this Section 9.18 shall be deemed terminated automatically, and the parties shall have no further rights or obligations with respect to this Section 9.18. For the avoidance of doubt, no Exclusivity Period shall apply with respect to any Additional Properties and the provisions of this Section 9.18 shall not apply with respect to any Additional Properties, unless Sellers have sent to Buyer the Seller Closing Notice with respect to such Additional Properties.

Exclusivity. Prior to From the earlier of the Contribution Closing or the termination date of this AgreementAgreement through the Closing Date, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Allstar will (i) not, directly or indirectlyand will cause its directors, makeofficers, participate in or agree stockholders, accountants, financial advisors, attorneys and agents not to: (a) solicit, initiate, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of Allstar or the CP Division or El Paso IT Business (including any acquisition structured as a merger, consolidation, or share exchange, but excluding from the prohibitions of this subsection (a) any sale or other disposition of the assets of Allstar's Telecom Division); or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or a transaction participate in, or facilitate in any other manner any effort or attempt by any Person to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution do or similar transaction involving CBRE or seek any of its subsidiariesthe foregoing. Allstar will notify Amherst Southwest in writing on the next Business Day if any Person makes any proposal, offer, inquiry, or contact with respect to any purchase or sale of 20% or more of the consolidated assets (including without limitation stock foregoing. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Allstar or its board of its subsidiaries) of CBRE and its subsidiaries, taken as a wholedirectors from furnishing information to, or any purchase entering into discussions or sale ofnegotiations with, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% in connection with an unsolicited bona fide written proposal to acquire the Acquired Assets or more all or substantially all of the total voting power capital stock or assets of CBRE Allstar, whether by means of merger, consolidation or other business combination (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), by such person or entity or recommending an Acquisition Proposal to the stockholders of Allstar if, and only to the extent that, the board of directors of Allstar believes in good faith that such Acquisition Proposal would, if consummated, result in a transaction more favorable to Allstar's stockholders from a financial point of view than the transactions contemplated under this Agreement and the board of directors of Allstar determines in good faith that such action is necessary for the board of directors to comply with its fiduciary duties to stockholders under applicable law. Allstar shall immediately notify Amherst Southwest in writing of the receipt of any Acquisition Proposal, and shall immediately provide Amherst Southwest with copies of all documents, correspondence and written information constituting and/or relating to such Acquisition Proposal, except for such documents, correspondence and written information (i) relating solely to the business of the person or entity making such Acquisition Proposal, and (ii) vote or consent (or cause which Allstar shall be prohibited from disclosing to be voted or consented), Amherst Southwest pursuant to the terms of a written confidentiality agreement entered into in good faith by Allstar and such person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingentity.

Exclusivity. Prior to (a) The Company agrees that, from and after the date hereof until the earlier of the Contribution Closing or and the termination of this AgreementAgreement in accordance with Article V, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each neither it nor any Company Subsidiary nor any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE officers and not in their capacities as officers or directors of CBREit or any Company Subsidiary shall, if applicableand that it shall direct and cause its and the Company Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any Company Subsidiary) will (i) notnot to, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, knowingly encourage (including by way of furnishing information), facilitate or knowingly facilitate induce any inquiries or the making ofinquiry, any proposal or offer with respect to, or a transaction to effectthe making, a mergercompletion, reorganizationsubmission or announcement of, share exchangeany inquiry, consolidation, business combination, recapitalization, liquidation, dissolution proposal or similar transaction involving CBRE or any of its subsidiariesoffer that constitutes, or any purchase or sale of 20% or more of the consolidated assets could reasonably be expected to result in, an Acquisition Proposal (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"defined), (ii) vote initiate any discussion with or consent (provide any confidential information or cause data to be voted any person relating to or consented)in connection with an Acquisition Proposal, or engage in person any negotiations concerning an Acquisition Proposal, or by proxy, knowingly facilitate any Subject Shares against any Competing effort or attempt to make or implement an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notapprove or recommend, directly or indirectlypropose publicly to approve or recommend, sell, transfer any Acquisition Proposal or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with acquisition agreement, option agreement or other similar agreement contemplating or otherwise relating to any Acquisition Proposal, or (v) propose or agree to do any of the foregoingforegoing related to any Acquisition Proposal. The Company shall, and shall cause its officers, directors, agents and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal, and, as promptly as practicable (but in any event within twenty-four (24) hours), provide to the Investor all non-public or confidential information provided to such parties in connection with their Acquisition Proposal (other than non-public or confidential information which has been previously provided to the Investor in connection with this Agreement). (b) As promptly as practicable (but in any event within twenty-four (24) hours) after receipt of an Acquisition Proposal or any request for non-public or confidential information or inquiry that the Company reasonably believes could lead to an Acquisition Proposal, the Company shall provide the Investor with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry (including a copy of such written Acquisition Proposal, request or inquiry), and the identity of the person making any such Acquisition Proposal, request or inquiry. Thereafter, the Company shall provide the Investor, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep the Investor informed in all material respects of the status and details (including material amendments or proposed material amendments and copies of any written amendments or proposed written amendment, to any such Acquisition Proposal) of any such Acquisition Proposal, request or inquiry.

Exclusivity. Prior to Between the Effective Date and the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM the Chex Entities and Freeman Spoglitheir respective Affiliates will not (and shall cause their respective agents, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE employees and Affiliates not in their capacities as officers to), directly or directors of CBRE, if applicable) will indirectly: (i) notsell or agree to sell, or solicit any proposal from, or initiate or engage in discussions or negotiations with, any Person or group of Persons other than Game Financial and its Affiliates and representatives, concerning any proposal to acquire, directly or indirectly, makeand through an asset or stock acquisition, participate in merger or agree toother structure, or initiatethe Business, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesAssets, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), portion thereof; (ii) vote provide confidential information concerning the Business or consent (or cause the Assets to be voted or consented), in any such person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual group for use in the evaluation of a potential acquisition of all or special and whether a material portion of the Assets or not an adjourned Business; or postponed meeting) of stockholders of CBRE, (iii) nototherwise cooperate in any way with, directly assist, participate in, facilitate or indirectlyencourage, sell, transfer any effort or otherwise dispose of attempt by any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant other Person to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with do or seek any of the foregoing; provided, however, that the board of directors of FastFunds may, to the extent it determines in good faith (after consultation with outside legal counsel) that the failure to take any of the foregoing prohibited actions could create a reasonable possibility of a breach of its fiduciary duties to the stockholders of FastFunds under applicable Law, take any of the following actions to the extent such board of directors determines reasonably necessary to satisfy such fiduciary duties: (A) furnish information with respect to the Chex Entities to any Person pursuant to a customary confidentiality agreement; or (B) participate in negotiations regarding an Acquisition Proposal. The Chex Entities will promptly provide Game Financial written notice of their receipt of any Acquisition Proposal setting forth the material terms and conditions of such proposal, shall provide copies of all information provided to a Person pursuant to this subsection, and shall keep Game Financial fully informed of all negotiations regarding an Acquisition Proposal entered into in accordance with this subsection.

Exclusivity. Prior to From and after the date of this Agreement until the earlier of the Contribution Closing or the Effective Time and termination of this AgreementAgreement in accordance with Article 9 hereof (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Company will (i) not, directly or indirectly, makethrough any of its Subsidiaries, participate in director, officer, employee, Affiliate or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or agent of the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Company or any of its subsidiariesSubsidiaries, or otherwise, take any purchase action to solicit, initiate, seek, entertain, encourage or sale of 20% support any inquiry, proposal or more offer from, furnish any information to, or participate in any negotiations with, any third party regarding any acquisition of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries, any merger or consolidation with or involving the Company or any of its Subsidiaries, or any acquisition of any material portion of the stock or assets or the Company or any of its Subsidiaries. The Company agrees that, in each case other than no event, will the Transactions (Company accept or enter into an agreement concerning any such proposalthird party acquisition transaction during the Exclusivity Period. The Company will notify Parent immediately after receipt by any director or officer of the Company, offer or by any Affiliate, employee or agent to which the Company has Knowledge, at any time during the Exclusivity Period of any unsolicited proposal for, or inquiry respecting, any third party acquisition transaction (other than involving the Transactions) being hereinafter referred Company or any of its Subsidiaries or any request for nonpublic information in connection with such a proposal or inquiry, or for access to as the properties, books or records of the Company or any of its Subsidiaries by any person, or entity that informs the Company or any of its Subsidiaries that it is considering making, or has made, such a "Competing Acquisition Proposal")proposal or inquiry. Such notice to Parent will indicate the identity of the person making the proposal or inquiry but need not specify the terms and conditions of such proposal or inquiry. Without limiting the foregoing, (ii) vote it is understood that any violation of the restrictions set forth in this Section 6.1 by any Subsidiary, director, officer, employee, Affiliate or consent (agent of the Company or cause any of its Subsidiaries shall be deemed to be voted or consented), in person or a breach of this Section 6.1 by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingCompany.

Exclusivity. Prior (a) During the period (the “Exclusivity Period”) beginning on the date hereof and terminating on the Closing Date, Seller will negotiate exclusively with Parent, Purchaser and their respective Representatives with respect to the earlier sale of the Contribution Closing Interests (or any similar transaction which may result in a change of control or sale of all or substantially all of the termination assets of Company or its Subsidiaries) and the transactions contemplated by this Agreement and the Transaction Documents, and Seller shall not, and shall cause its Affiliates (and its and their respective Subsidiaries, directors, officers, agents and other Representatives) not to, directly or indirectly (i) knowingly solicit, initiate, facilitate or encourage (including by furnishing information) the making by any Person (other than Parent, Purchaser and their respective Representatives) of any Acquisition Proposal, (ii) enter into, continue, participate or engage in or otherwise be associated with discussions or negotiations concerning an Acquisition Proposal or furnish or disclose or provide access to information to any Person (other than Parent, Purchaser and its Representatives) with respect to or in furtherance of any Acquisition Proposal, (iii) execute or enter into any contract or any other arrangement (including any term sheet, letter of intent or similar document, whether or not binding) with respect to any Acquisition Proposal, (iv) approve, endorse or recommend or propose to approve, endorse or recommend any Acquisition Proposal or any contract or other arrangement relating to any Acquisition Proposal, or (v) resolve, authorize or propose to agree to do any of the foregoing actions referenced in this Section 5.19(a)(i)-(iv); provided, however, that Purchaser hereby acknowledges that prior to the date of this Agreement, unless otherwise mutually agreed Seller has provided information relating to the Company and its Subsidiaries and the Business and has afforded access to, and engaged in writing discussions with, other Persons in connection with Acquisition Proposals and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Proposal without any breach by BLUM Seller of this Section 5.19(a). Seller further agrees, and Freeman Spogliagrees to cause its Affiliates (and its and their respective subsidiaries, each directors, officers, agents and other Representatives) (x) to immediately cease and cause to be terminated any existing discussions or negotiations with all other Persons conducted prior to the date hereof with respect to any Acquisition Proposal, and (y) not to grant any waiver or release under any confidentiality, standstill or similar contract or arrangement with respect to any Acquisition Proposal. (b) Notwithstanding anything contained in Section 5.19(a), at any time during the Exclusivity Period, the governing body of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers Seller shall be permitted to authorize, cause or directors of CBRE, if applicable) will permit Seller to (i) notengage in those actions described in Section 5.19(a)(i)-(v), directly and (ii) terminate this Agreement; provided that (1) such actions are taken solely in response to a Superior Offer, (2) governing body of Seller, acting in good faith (after consultation with and taking into account the advice of its outside counsel) determines that it is required to engage in discussions with the applicable third party concerning such Superior Offer in order to comply with its fiduciary duties to Seller and the Company or indirectlytheir respective members under applicable Law, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or and (3) such actions are conditioned on the making of, any proposal or offer with respect to, or execution of a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution customary letter of intent or similar transaction involving CBRE or agreement with such Person. Seller represents that neither it nor any of its subsidiariesSubsidiaries, directors, officers, employees, agents and other Representatives is currently party to or bound by any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (agreement with respect to any such proposal, offer or transaction described in this Section 5.19(b)(ii)(1)-(3). (other than c) In the Transactions) being hereinafter referred event this Agreement is terminated by Seller pursuant to as a "Competing Acquisition Proposal"Section 5.19(b), (ii) vote or consent then Seller shall pay (or cause to be voted paid) to Purchaser a fee (in United States currency) in an amount equal to 7.5% of the Base Purchase Price (the “Termination Fee”). The Termination Fee shall be paid by Seller concurrently with the termination of this Agreement by wire transfer of immediately available cash funds to an account designated by Purchaser. Purchaser’s right to receive payment of the Termination Fee from Seller pursuant to this Section 5.19 (subject to the terms and conditions of this Section 5.19) shall be the sole and exclusive remedy of Purchaser against Seller or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of its members, partners, members, directors, officers, or agents for any loss, damage or injury suffered as a result of the foregoingfailure of the transactions contemplated by this Agreement and the other Transaction Documents to be consummated.

Exclusivity. Prior to (a) During the earlier of Pre-Closing Period, the Contribution Closing or the termination of this AgreementCompany shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall cause its Subsidiaries and its and their respective Affiliates and Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(i) solicit, participate in or agree to, or initiate, solicitencourage, encourage induce or knowingly facilitate any inquiries the making, submission or the making of, announcement of any proposal relating to an Acquisition Transaction (an “Acquisition Proposal”) or offer with respect totake any action that would reasonably be expected to lead to an Acquisition Proposal, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE (ii) furnish any information regarding the Company or any of its subsidiaries, Subsidiaries to any Person in connection with or any purchase in response to an Acquisition Proposal or sale an inquiry or indication of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, interest that would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred reasonably be expected to as a "Competing lead to an Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notengage in any discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not approve, endorse or recommend any Acquisition Proposal, or (v) enter into any agreementletter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement the Company acknowledges and agrees that is any violation of or the taking of any action inconsistent with any of the foregoingrestrictions set forth in the preceding sentence by any of its Subsidiaries or any of its or their respective Affiliates or Representatives, whether or not such Affiliate or Representative is purporting to act on its behalf, shall be deemed to constitute a breach of this Section 4.4 by the Company. (b) The Company shall promptly (and in no event later than forty-eight (48) hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise Parent in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry or indication of interest, and the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent reasonably informed with respect to the status of any such Acquisition Proposal, inquiry or indication of interest and any modification or proposed modification thereto. Promptly following the execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing discussions with any Person (other than Parent and its Affiliates and Representatives) that relate to any Acquisition Proposal or potential Acquisition Proposal.

Exclusivity. Prior to From the earlier of the Contribution Closing or the termination date of this AgreementAgreement until the Closing, unless otherwise mutually agreed in writing by BLUM earlier terminated under ARTICLE 8 hereof (the “Exclusivity Period”), the Company will not (and Freeman Spogli, each will not permit its Affiliates or any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers its Representatives or directors of CBRE, if applicableits Affiliates’ Representatives to) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, : (a) solicit, initiate or encourage or knowingly facilitate any inquiries or the making of, submission of any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any Equity Interests in the Company or any merger, recapitalization, share exchange, sale of substantial Assets or any similar transaction or alternative to the Contemplated Transactions or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesparticipate in, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result facilitate in any person other manner any effort or entity beneficially owning securities representing 20% attempt by any Person to do or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with seek any of the foregoing. The Company will notify the Buyer promptly if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited). Notwithstanding the foregoing, prior to the receipt of consents setting forth the approval of the holders of the Company Member Interests signed by the holders of outstanding Company Member Interests having not less than the minimum number of votes and/or interests as are necessary to approve and adopt this Agreement, nothing in this Section 5.7 or any other provision of this Agreement will prohibit the Company’s manager from taking a position or disclosing to the holders of the Company Member Interests of a position that it believes in its good faith judgment is required under applicable Legal Requirements and that the failure to take such position or make such disclosure would cause the Company’s manager to violate any fiduciary duties it has to the holders of the Company Member Interests under applicable Legal Requirements.

Exclusivity. Prior to (a) After the earlier of the Contribution Closing or the termination of this AgreementExecution Date, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) SELLER shall not, directly or indirectly, makethrough any officer, participate in director, employee, representative or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE agent of SELLER or any of its subsidiaries or Affiliates, solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any merger, sale of assets, sale of membership interest or similar transactions involving RAML that if consummated would constitute an Alternative Transaction (▇▇ defined below) (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"). Nothing contained in this Agreement shall prevent SELLER from (i) furnishing information to a third party which has made a bona fide Acquisition Proposal that SELLER concludes in good faith after consulting with a nationally recognized investment banking firm would, if consummated, constitute a Superior Proposal (as defined below) not solicited in violation of this Agreement, or (ii) subject to compliance with the other terms of this Section 5.6, including Sections 5.6(c), (d), (e) and (f), considering and negotiating a bona fide Acquisition Proposal that SELLER concludes in good faith after consulting with a nationally recognized investment banking firm would, if consummated, constitute a Superior Proposal not solicited in violation of this Agreement. (b) For purposes of this Agreement, "Alternative Transaction" means any of (i) a transaction pursuant to which any person (or group of persons) other than BUYER or its Affiliates (a "Third Party") acquires or would acquire more than 25% of the outstanding shares, interests or units of any class of equity securities of RAML, whether from SELLER or otherwise, (ii) a merger or other bus▇▇▇▇s combination involving RAML pursuant to which any Third Party acquires or would acquire more ▇▇▇n 25% of the outstanding equity securities of RAML or the entity surviving such merger or business combination, (i▇▇) any transaction pursuant to which any Third Party acquires or would acquire control of assets (including for this purpose the outstanding equity securities of subsidiaries of RAML and securities of the entity surviving any merger or business ▇▇▇▇ination including any of RAML's subsidiaries) of RAML, or any purchase or sale of 20its subsidiaries having a fai▇ ▇▇▇▇et value (as deter▇▇▇▇d by SELLER in good faith) equal to more than 25% or more of the consolidated fair market value of all the assets (including without limitation stock of its subsidiaries) of CBRE RAML and its subsidiaries, taken as a whole, or any purchase or sale ofimmediately pri▇▇ ▇o such transaction, or tender (iv) any other consolidation, business combination, recapitalization or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) similar transaction involving RAML or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ transactions ▇▇▇▇ ▇▇▇▇▇▇ Stock held templated by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingthis Agreement.

Exclusivity. Prior During the period commencing on the date hereof and for so long as any Preferred Shares or Warrants remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Required Holders (which consent may be withheld, delayed or conditioned in the sole discretion of the Required Holders), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Buyers) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the earlier extent (x) consummated pursuant to an exchange registered under a registration statement of the Contribution Closing Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each 1933 Act (other than Section 3(a)(10) of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders ) or (ii) of CBRE and not any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act (any such transaction described in their capacities as officers or directors of CBRE, if applicable) will clauses (i) notor (ii), an "Exchange Transaction"); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Buyers); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Buyers) regarding any Exchange Transaction, or furnish to any Person (other than the Buyers) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyers) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything contained herein to the contrary, for so long as any Preferred Shares remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Required Holders (which consent may be withheld, delayed or conditioned in the sole discretion of the Required Holders)), directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result cooperate in any person way, assist or entity beneficially owning securities representing 20% participate in, facilitate or more of the total voting power of CBRE (encourage any effort or of the surviving parent entity in such transaction) or attempt by any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the TransactionsBuyers) being hereinafter referred to as effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to (a) The Company agrees that, from and after the date hereof until the earlier of the Contribution Closing or and the termination of this AgreementAgreement in accordance with Article V, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each neither it nor any Company Subsidiary nor any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE officers and not in their capacities as officers or directors of CBREit or any Company Subsidiary shall, if applicableand that it shall direct and cause its and the Company Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any Company Subsidiary) will (i) notnot to, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, knowingly encourage (including by way of furnishing information), facilitate or knowingly facilitate induce any inquiries or the making ofinquiry, any proposal or offer with respect to, or a transaction to effectthe making, a mergercompletion, reorganizationsubmission or announcement of, share exchangeany inquiry, consolidation, business combination, recapitalization, liquidation, dissolution proposal or similar transaction involving CBRE or any of its subsidiariesoffer that constitutes, or any purchase or sale of 20% or more of the consolidated assets could reasonably be expected to result in, an Acquisition Proposal (including without limitation stock of its subsidiariesb) of CBRE and its subsidiaries, taken (as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"defined), (ii) vote initiate any discussion with or consent (provide any confidential information or cause data to be voted any person relating to or consented)in connection with an Acquisition Proposal, or engage in person any negotiations concerning an Acquisition Proposal, or by proxy, knowingly facilitate any Subject Shares against any Competing effort or attempt to make or implement an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notapprove or recommend, directly or indirectlypropose publicly to approve or recommend, sell, transfer any Acquisition Proposal or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with acquisition agreement, option agreement or other similar agreement contemplating or otherwise relating to any Acquisition Proposal, or (v) propose or agree to do any of the foregoingforegoing related to any Acquisition Proposal. The Company shall, and shall cause its officers, directors, agents and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal, and, as promptly as practicable (but in any event within twenty-four (24) hours), provide to the Investor all non-public or confidential information provided to such parties in connection with their Acquisition Proposal (other than non-public or confidential information which has been previously provided to the Investor in connection with this Agreement).

Exclusivity. Prior Neither Seller nor Access Plans will (and Seller and Access Plans will not cause or permit AHS or any of its Subsidiaries to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the earlier acquisition of any capital stock or other voting securities, or any substantial portion of the Contribution Closing assets, of AHS or any of its Subsidiaries (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the termination foregoing. Seller and Access Plans shall notify Buyer promptly if it receives any Acquisition Proposal or request for any confidential information or data or if any negotiations or discussions concerning an Acquisition Proposal are sought to be initiated or continued with Seller or Access Plans; however, nothing in this Agreement will prohibit the Access Plans board of directors (or Access Plans’ officers, directors, employees or agents) from furnishing information to or entering into discussions or negotiations with any person that makes an unsolicited Acquisition Proposal, if the Access Plans board determines in good faith that that action is required for it to comply with its duties to stockholders imposed by law and the proposal is a Superior Acquisition Proposal (as defined below), but the Access Plans board may not approve or recommend an Acquisition Proposal, or withdraw or modify its approval or recommendation of this Agreement, unless otherwise mutually agreed that proposal is a Superior Acquisition Proposal. As used herein, “Superior Acquisition Proposal” means a bona fide Acquisition Proposal made by a third party that the Access Plans board (or a duly constituted committee thereof) determines in writing good faith, after consultation with its financial advisor, to be more favorable to Access Plans’ stockholders than the transactions contemplated by BLUM this Agreement and Freeman Spoglithat the Access Plans board (or any such committee) determines is reasonably capable of being consummated. If Seller and Access Plans terminate this Agreement due to the receipt of a Superior Acquisition Proposal, each Access Plans shall pay to Buyer on the date this Agreement is terminated cash in an amount equal to the greater of $250,000.00 or twenty-five percent (25%) of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or difference between the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause aggregate consideration to be voted or consented), in person or by proxy, any Subject Shares against any Competing received under the Superior Acquisition Proposal at any meeting and this Agreement (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing“Break-Up Fee”).

Exclusivity. Prior (a) During the Interim Period, Seller and the Company shall not take, nor shall either permit any of its controlled Affiliates or Representatives to the earlier of the Contribution Closing or the termination of this Agreementtake, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, whether directly or indirectly, makeany action to solicit, participate initiate, continue or engage in discussions or agree tonegotiations with, or initiateenter into any agreement with, solicitor encourage, encourage respond, provide information to or knowingly facilitate any inquiries or the making of, any proposal or offer commence due diligence with respect to, any person (other than Future Health, its stockholders and/or any of their Affiliates or a transaction Representatives), concerning, relating to effector which is intended or is reasonably likely to give rise to or result in, a any offer, inquiry, proposal or indication of interest, written or oral relating to any merger, reorganizationsale of ownership interests and/or assets (other than asset sales in the ordinary course of business) of the Company, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution recapitalization or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than i) the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), any purchase of shares of Future Health Common Stock in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREPrivate Placement, (iii) notany Company Permitted Interim Financing, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) any other issue of shares of capital stock of the Company or indebtedness or other securities convertible into or exercisable for capital stock of the Company (other than with Future Health, its stockholders and their respective Affiliates and Representatives, the PIPE Investor with respect to the Private Placement or the FPA Investor with respect to the FPA Investment) permitted without the consent of Future Health in accordance with Section 6.01(b). For the avoidance of doubt, the foregoing shall not restrict the Company from soliciting, structuring, entering into or consummating any Company Permitted Interim Financing. (b) During the Interim Period, Future Health shall not, nor shall Future Health permit any of its controlled Affiliates or Representatives to, solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreementagreement with, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Seller, the Company, their shareholders and/or any of their Affiliates or Representatives), concerning any merger, purchase of ownership interests or assets of Future Health, recapitalization or similar business combination transaction or any other “Business Combination” (as defined in the foregoing.Future Health Organizational Documents), in each case, other than the Transactions (a “

Exclusivity. Prior In consideration of the time, effort, expense, and other resources the Purchasers have expended and anticipate expending to consummate the transactions contemplated hereby, the Purchasers and the Company agree as follows: (i) Until the earlier of the Contribution Closing Date or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each neither the Company nor any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notits Subsidiaries shall, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or through any of its subsidiariestheir respective officers, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesdirectors, taken as a wholeemployees, or any purchase or sale ofrepresentatives, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer agents or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in through any investment banker, attorney or accountant retained by the case Company or any of Freeman Spogliits Subsidiaries) (collectively, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli"Company Parties"), without the prior written consent of the Majority Purchasers, (A) and (iv) not solicit, initiate or encourage the submission of any other proposal or offer from, or otherwise enter into any agreementother agreements or arrangements (other than this Agreement) with, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent any other Person (other than the Purchasers), relating to any Alternative Transaction Proposal or (B) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (ii) As long as the agreements in this Section 3M are in effect, the Company will notify the Purchasers as promptly as practicable after any Company Party learns that any Person has made any Alternative Transaction Proposal (including the identity of such Person and the terms of such proposal). The Board shall promptly advise the Purchasers orally and in writing of the status of any such Alternative Transaction Proposal as developments arise or as requested by the Purchasers. The Company represents and warrants to the Purchasers that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction Proposal and the Company will keep the Purchasers fully informed of the status and details (including amendments and proposed amendments) of any such request, Alternative Transaction Proposal or inquiry. The Company further represents and warrants that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction.

Exclusivity. Prior to 11.1 The Book Running Lead Managers shall be the earlier exclusive book running lead managers in respect of the Contribution Closing or Offer. The Company and the termination Selling Shareholders shall not, during the term of this Agreement, unless otherwise mutually agreed appoint any other book running lead managers, co-managers, syndicate members or other advisors in writing by BLUM relation to the Offer without the prior written consent of the Book Running Lead Managers (other than the BRLM(s) with respect to which this Agreement has been terminated, if any). The Parties agree and Freeman Spogliacknowledge that the terms of appointment of any other such book running lead manager, co-manager, syndicate member or other advisor in relation to the Offer shall be negotiated separately with such entities and shall not affect or have any bearing on the fees payable to each of the Investors (Book Running Lead Managers. Nothing contained in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s this Agreement shall be interpreted to prevent the Company or the Selling Shareholders from retaining legal counsels or such other advisors as stockholders may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters with respect to the Offer, provided that the Book Running Lead Managers and their respective Affiliates shall not be liable in any manner whatsoever for any acts or omissions of CBRE any other advisor appointed by the Company or the Selling Shareholders. The Parties agree and not acknowledge that the terms of appointment of any other such lead manager, co-manager, syndicate member or other advisor in their capacities as officers or directors relation to the Offer shall be negotiated separately with such entities. 11.2 During the term of CBREthis Agreement, if applicable) the Company agrees that it will (i) not, directly or indirectly, make, participate in or agree tooffer to sell any Equity Shares, or initiate, solicit, encourage otherwise contact or knowingly facilitate enter into a discussion with any inquiries or the making of, any proposal or offer other party with respect toto the structuring, issuance, sale, arrangement or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more placement of the consolidated assets (including without limitation stock Equity Shares, other than through the Book Running Lead Managers. In addition to the foregoing, during the term of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer forthis Agreement, the equity securities of CBRE that, if consummated, would result Company will not engage any other party to perform any services or act in any person or entity beneficially owning securities representing 20% or more capacity for which the Book Running Lead Managers have been engaged pursuant to this Agreement and/or the Fee Letter, as the case may be, with respect to any potential transaction without the prior written approval of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoingBook Running Lead Managers.

Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) During the Pre-Closing Period, Vistas shall not, and shall not permit its Representatives on its behalf to, directly or indirectlyindirectly (A) solicit, makeassist, initiate or facilitate the making, submission or announcement of, or intentionally encourage any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Vistas Acquisition (an “Vistas Acquisition Proposal”), (B) furnish any non-public information regarding Vistas or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to a Vistas Acquisition Proposal, (C) engage, participate in or agree to, enter into discussions or initiate, solicit, encourage negotiations with any Person or knowingly facilitate any inquiries or the making of, any proposal or offer group with respect to, or a transaction that would reasonably be expected to effectlead to, a Vistas Acquisition Proposal, (D) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Vistas Acquisition Proposal, or (E) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement regarding the terms of, or otherwise consummate, an alternative (whether by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination) to the Transactions contemplated by this Agreement with any Person other than the Company or its Affiliates (an “Alternative Vistas Acquisition”). Vistas shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Vistas Acquisition. During the Pre-Closing Period, Vistas will promptly notify the Company if it or any of its Representatives receives any bona fide inquiry, proposal, offer or submission or request for discussions or negotiations that would reasonably be expected to result in a Vistas Acquisition Proposal, along with the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. (ii) During the Pre-Closing Period and except as otherwise expressly permitted by Section 6.3(a), none of the Anghami Companies, Pubco, Vistas Merger Sub, nor Anghami Merger Sub shall, or shall permit an of their respective Representatives on their behalf to, directly or indirectly (A) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Company Acquisition (a “Company Acquisition Proposal”), (B) furnish any non-public information regarding any Anghami Company or their respective Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to a Company Acquisition Proposal, (C) engage, participate or enter into discussions or negotiations with any Person or group with respect to, or that would reasonably be expected to lead to, a Company Acquisition Proposal, (D) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Company Acquisition Proposal, or (E) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement regarding the terms of, or otherwise consummate, any sale of all or any material part of the Equity Interests or assets of any Anghami Company (except for dispositions of inventory and assets in the Ordinary Course of Business), whether such transaction takes the form of a sale of Company Shares, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidationjoint venture, dissolution sale of assets or similar transaction involving CBRE otherwise, with any Person other than Vistas (“Alternative Company Acquisition”). Each Anghami Company, Pubco, Vistas Merger Sub and Anghami Merger Sub shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Company Acquisition. During the Pre-Closing Period, the Company will promptly notify Vistas if any Anghami Company, Pubco, Vistas Merger Sub, Anghami Merger Sub or any of its subsidiariestheir respective Representatives receives any bona fide inquiry, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred submission or request for discussions or negotiations that would reasonably be expected to as result in a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Company Acquisition Proposal at any meeting (whether annual or special and whether or to the extent the Company is not an adjourned or postponed meetingotherwise expressly permitted pursuant to Section 6.3(a) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned to consummate the transactions contemplated by such party proposal, along with the material terms and conditions thereof (including, without limitation, including a copy thereof if in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogliwriting or a written summary thereof if oral) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any the identity of the foregoingparty making such inquiry, proposal, offer or request for information.

Exclusivity. Prior to From the Agreement Date until the earlier of the Contribution Closing or Time and the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each except with the prior written consent of the Investors Purchaser and Akanda, the Vendor will not (and will cause all directors, officers, employees, agents, representatives and Affiliates acting on its behalf and/or on behalf of the Company (as applicable) not to): (i) solicit, initiate, encourage or accept any offer or proposal from any Person (other than the Akanda Group Members and their respective representatives) concerning any merger, consolidation, sale or transfer of material assets, sale or transfer of any equity interests or other business combination involving either Target Corporation (an “Acquisition Proposal”); (ii) engage in theany discussions or negotiations with any Person (other than the Akanda Group Members and their respective representatives) concerning any Acquisition Proposal; or (iii) furnish any non-public information concerning the business, properties or assets of the Company to any Person (other than the Akanda Group Members and their respective representatives), except as required to comply with any Applicable Laws or this Agreement or except in the Ordinary Course of Business. The Vendor will (and will cause the directors, officers, employees, agents, representatives acting on behalf of the Company to) immediately cease and cause to be terminated all existing discussions, negotiations or other communications with any Persons conducted heretofore with respect to any of the foregoing. The Vendor will immediately notify the Purchaser and A▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree towriting upon receipt by either Target Corporation, or initiatethe Vendor, solicitof any proposal, encourage offer or knowingly facilitate any inquiries or inquiry regarding an Acquisition Proposal, which notice will indicate in reasonable detail the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more identity of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any Person making such proposal, offer or transaction (other than inquiry and the Transactions) being hereinafter referred to as a "Competing terms and conditions of any such Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior to Between the date of execution of this Agreement and the earlier of the Contribution Closing Date or the termination of this AgreementAgreement pursuant to Section 7.3 (the "Exclusive Period"), unless otherwise mutually agreed in writing by BLUM and Freeman Spoglineither Seller, each nor the Company, nor any partner of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notSeller shall, directly or indirectly, makethrough any officer, participate in director, employee, affiliate, attorney, financial advisor, or agree other agent or representative, take any action to solicit, initiate, seek, or encourage any inquiry, proposal, or offer from, furnish any information to, or initiateparticipate in any discussions or negotiations with, solicitany Person other than Buyer or an Affiliate thereof regarding any acquisition of the Company, encourage any merger or knowingly facilitate consolidation with or involving the Company, any inquiries acquisition of any portion of the stock or assets of the Company, or any public offering of the stock of the Company (any such transaction being a "Third Person Transaction"). Seller, the Company, and the partners of Seller agree that any such discussions or negotiations (other than negotiations with Buyer or an Affiliate thereof) in progress on the date of this Agreement will be immediately terminated and that, in no event will Seller or the making ofCompany accept or enter into an agreement concerning any Third Person Transaction during the Exclusive Period. During the Exclusive Period, Seller and Company will notify Buyer immediately after the receipt by Seller, the Company, or any partner of Seller (or any of their respective officers, directors, employees, affiliates, attorneys, financial advisors, or other agents or representatives) of any proposal for, or inquiry respecting, any Third Person Transaction involving the Company or any request for non-public information in connection with such a proposal or offer with respect toinquiry, or for access to the properties, books, or records of the Company by any Person that informs or has informed Seller, the Company, or a transaction partner of Seller that it is considering making or has made such a proposal or inquiry. Such notice to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more Buyer will indicate in reasonable detail the identity of the consolidated assets (including without limitation stock Person making the proposal or inquiry and the terms and conditions of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, such proposal or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoinginquiry.

Exclusivity. Prior to the earlier (a) In consideration of the Contribution Closing or the termination undertakings and agreements contained herein, North Country agrees that, so long as this Agreement is in effect, neither North Country nor any of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each its Subsidiaries nor any of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE respective officers and not in their capacities as officers or directors of CBRENorth Country or any of its Subsidiaries shall, if applicableand North Country will cause its employees, agents and representatives (including any investment banker, attorney, advisor or accountant retained by North Country or any of its subsidiaries) will (i) notnot to, initiate or solicit, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any Acquisition Proposal, or engage in any proposal negotiations concerning, or offer with respect provide any confidential information or data to, or a transaction have any discussions with, any person, entity or group relating to effectany Acquisition Proposal, a mergeror otherwise facilitate any effort or attempt to make or implement any Acquisition Proposal, reorganizationexcept as contemplated by this Agreement. (b) North Country will immediately cease and cause to be terminated any existing activities, share exchangediscussions or negotiations with any persons, consolidation, business combination, recapitalization, liquidation, dissolution entities or similar transaction involving CBRE or groups conducted heretofore with respect to any of its subsidiariesthe foregoing. North Country shall notify NCFC Recapitalization immediately if any such inquiries or proposals are received by, any such information is requested from, or any purchase such negotiations or discussions are sought to be initiated or continued with North Country. NCFC Recapitalization acknowledges that North Country has agreements in place to sell three branch locations. Completion of these branch sale transactions will not in any way violate the terms of 20% this Section or more this Agreement. (c) Nothing contained in this Agreement shall prohibit North Country or its Board of Directors from making such disclosures to its shareholders as are required under applicable law or the NASDAQ Rules or from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act. Nothing contained in this Agreement shall prohibit the Board of Directors of North Country from either furnishing information to, or entering into discussions or negotiations with, any person, entity or group regarding any Acquisition Proposal, approving and recommending an Acquisition Proposal from any person, entity or group or being involved in a North Country Recommendation Event, if the Board of Directors of North Country determines in good faith that such action is appropriate in furtherance of the consolidated assets (including without limitation stock best interests of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (shareholders. In connection with any such proposaldetermination, offer (i) North Country shall direct its officers and other appropriate personnel to cooperate with and be reasonably available to consult with any such person, entity or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal")group, (ii) vote North Country shall disclose to NCFC Recapitalization that it is furnishing information to, or consent entering into discussions or negotiations with, such person, entity or group, which disclosure shall describe the terms thereof (but need not identify the person, entity or cause to be voted or consentedgroup making the offer), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notprior to furnishing such information to such person, directly entity or indirectlygroup, sellNorth Country shall enter into a written agreement with such person, transfer entity or group which provides for, among other things, (A) the furnishing to North Country of information regarding such person, entity or group that is relevant to its ability to finance and otherwise dispose perform its obligations under its Acquisition Proposal; (B) the confidentiality of any shares all non-public information furnished to such person, entity or group by North Country; and (C) procedures reasonably satisfactory to North Country that are designed to restrict or limit the provision of CBRE Common Stock beneficially owned by such party (includinginformation regarding North Country that could be used to the competitive disadvantage of North Country, without limitation, or in a manner that would be detrimental to the case interests of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and its shareholders; (iv) North Country shall not enter into furnish any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with non-public information regarding NCFC Recapitalization or any of the foregoingtransactions contemplated hereby; and (v) North Country shall keep NCFC Recapitalization informed of the status of any such discussions or negotiations (provided that North Country shall not be required to disclose to NCFC Recapitalization confidential information concerning the business or operations of such person, entity or group).

Exclusivity. Prior Unless and until this Agreement is terminated in accordance with Article X (Termination; Effect of Termination), each Seller, Voyage Holdings and VMG Blocker agrees that Buyer shall have the exclusive right to consummate the transactions contemplated by this Agreement or any other similar transaction with the Sellers, Voyage Holdings and VMG Blocker for the period commencing on the date hereof and continuing until the earlier of the Contribution Closing consummation of the transactions contemplated by this Agreement or the termination of this Agreement, unless otherwise mutually agreed Agreement in writing by BLUM and Freeman Spogliaccordance with Article X (Termination; Effect of Termination) (the “Exclusivity Period”). During the Exclusivity Period, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE Seller, Voyage Holdings and not in their capacities as officers or directors of CBRE, if applicable) will (i) VMG Blocker shall not, directly or indirectly, makethrough any officer, participate in director, manager, employee, agent or agree tootherwise (including through any investment banker, attorney or initiateaccountant retained by any of the foregoing), solicit, initiate or encourage or knowingly facilitate any inquiries or the making of, submission of any proposal or offer from any Person (including any of such Person’s officers, directors, employees, agents or other representatives) relating to any liquidation, dissolution, recapitalization or refinancing of Voyage Holdings, VMG Blocker, Quest Nutrition, LLC or their respective Subsidiaries, or any acquisition by any means of the capital stock or other securities of Voyage Holdings, VMG Blocker or Quest Nutrition, LLC, or all or substantially all of the assets of any of Voyage Holdings, VMG Blocker or Quest Nutrition, LLC (including any acquisition structured as a merger, consolidation, share exchange or similar transaction), or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or a transaction to effectaccept, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesagree to, or enter into, any purchase letter of intent, arrangement or sale of 20% agreement with respect to or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result otherwise cooperate in any person way with, assist, participate in, facilitate or entity beneficially owning securities representing 20% encourage any effort or more of the total voting power of CBRE (attempt by any other Person to do or of the surviving parent entity in such transaction) or any of its subsidiariesseek to do, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing. Each of Voyage Holdings and the Sellers also agree that in the event any third party expresses an interest in acquiring Voyage Holdings, VMG Blocker or Quest Nutrition, LLC, after the date of this Agreement and prior to the Closing Date, whether directly or through an intermediary, it will inform Buyer of the terms of such inquiry within twenty-four (24) hours of receipt; provided, that to the extent that such disclosures would violate the terms of any binding contractual obligations with any third party, nothing herein shall require Voyage Holdings and the Sellers to disclose the terms of any such inquiry, the identity of the Person making such inquiry or any information, other than that such an inquiry was so received. Each of Voyage Holdings and the Sellers shall immediately terminate any existing activities, discussions, negotiations and/or correspondence with any Person (other than Buyer and its representatives) regarding any such transaction, including terminating any access to any online or other datasites and shall instruct any Person with whom Voyage Holdings or the Sellers had discussions or negotiations concerning any such transaction prior to the date hereof to return or destroy any confidential information.

Exclusivity. Prior Neither Empress nor any Subsidiary nor any of their respective officers, directors, stockholders, representatives, or other agents shall, directly or indirectly: (a) solicit, initiate or encourage submission of any inquiry, proposal or offer from any potential investor or acquirer relating to the earlier any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any of the Contribution Closing assets of Empress or any Subsidiary other than in the termination ordinary course of this Agreementbusiness; (b) enter into, unless otherwise mutually agreed participate in writing by BLUM or continue any discussions or negotiations (except with the Buyers) regarding, or furnish any information to or cooperate with any Person (other than the Buyers) with respect to, any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business; or (c) enter into any agreement (except with the Buyers) relating in any manner to any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business. If Empress or any Subsidiary receives, or any officer, director, stockholder, representative or agent receives and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers notifies Empress or directors of CBRE, if applicable) will (i) notsuch Subsidiary of, directly or indirectly, make, participate in an offer or agree to, or initiate, solicit, encourage or knowingly facilitate proposal to enter into any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any debt or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in Empress or any person Subsidiary (currently outstanding or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionto be issued) or any sale or transfer of its subsidiariesany assets of Empress or any Subsidiary, in each case other than in the Transactions ordinary course of business, Empress shall notify Buyers by the close of business on the following business day. Empress or each Subsidiary, as the case may be, shall, and shall cause its officers, directors, stockholders, agents and representatives to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the matters referred to in this Section 4.01. Notwithstanding any other provision in this Section 4.01, Empress shall be able to (1) effect the exchange offer in connection with its 8 1/8% Senior Subordinated Notes; (2) make draws on its existing credit facility with ▇▇▇▇▇ Fargo; (3) use its Current Assets for any such proposal, offer or transaction purpose whatsoever (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notpurpose which, directly or indirectly, materially interferes with or is materially detrimental to the operation of the business of the Subsidiaries) or incur any Debt through any subsidiary other than the Subsidiaries, as long as the Subsidiaries shall not be liable for the repayment of such Debt in any manner whatsoever and the incurrence of such Debt shall not directly or indirectly materially interfere with or be materially detrimental to the businesses of the Subsidiaries; (4) allow transfers of shares of capital stock of Empress among existing stockholders or their family members; and (5) sell, transfer or otherwise dispose of any shares asset of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with Empress or any of the foregoingSubsidiaries, other than stock in the Subsidiaries and other than assets of the Subsidiaries not sold in the ordinary course of business, and so long as any such transaction, directly or indirectly, does not materially interfere with or is not materially detrimental to the businesses of the Subsidiaries. If any incurrence or proposed incurrence of Debt permitted by clause (3) of the immediately preceding sentence or any transfer or proposed transfer of shares permitted by clause (4) of such sentence causes a delay in obtaining the necessary regulatory approvals and permits in connection with the transactions contemplated by this Agreement, the dates set forth in Section 10.01(h) each shall be extended by a period of time equal to the length of such delay.

Exclusivity. Prior to (a) From and after the receipt of the Stockholder Approval until the earlier of the Contribution Closing Effective Time or the termination of this AgreementAgreement pursuant to Article 8, unless otherwise mutually agreed in writing the Company will not, nor will it authorize or permit any of its officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notit to, directly or indirectly, make(i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or agree negotiations regarding, or furnish to any Person any non-public information with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any proposal or offer Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, provided that the receipt without response of an unsolicited interest of an Acquisition Proposal shall not by itself constitute a violation of this Section 6.5, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal. The Company and its Subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or a transaction negotiations with any parties conducted heretofore with respect to effectany Acquisition Proposal. Without limiting the foregoing, a mergerit is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution director or similar transaction involving CBRE employee of the Company or any of its subsidiaries, Subsidiaries or any purchase investment banker, attorney or sale of 20% other advisor or more representative of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries shall be deemed to be a breach of this Section 6.5 by the Company. (b) In addition to the obligations of the Company set forth in Section 6.4(a), unless prohibited by a binding and enforceable non-disclosure agreement which was entered into prior to August 5, 2011, from disclosing such information the Company as promptly as practicable shall advise Parent in each case writing of any Acquisition Proposal or of any request for non-public information or other than inquiry which the Transactions Company reasonably believes could lead to an Acquisition Proposal, the material terms and conditions of such Acquisition Proposal (to the extent known), and the identity of the Person or group making any such proposalrequest, offer inquiry or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not enter into any agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with any of the foregoing.

Exclusivity. Prior (a) During the Interim Period, Acquiror shall not, shall cause its Subsidiaries not to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in the▇▇ ▇ndivi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s as stockholders of CBRE shall use its reasonable best efforts to cause its and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, encourage propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer with respect that constitutes, or could reasonably be expected to result in or lead to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case Business Combination other than the Transactions transactions contemplated herein (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition “Business Combination Proposal"”), (ii) vote engage in, continue or consent (otherwise participate in any negotiations or cause discussions concerning, or provide access to be voted its properties, business, assets, books, records or consented), in person any confidential information or by proxydata to, any Subject Shares against person relating to any Competing Acquisition Proposal at proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREBusiness Combination Proposal, (iii) notapprove, directly endorse or indirectlyrecommend, sellor propose publicly to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (includingBusiness Combination Proposal, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Stock held by Freeman Spogli) and (iv) not execute or enter into into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇ arrangement that is inconsistent with merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing.. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than twenty four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing of the terms of this Section 8.12. Without limiting the foregoing, it is understood that any violation of the restrictions contained in Section 8.12 by any of Acquiror’s Subsidiaries, or any of Acquiror’s or its Subsidiaries’ respective Representatives acting on Acquiror’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 8.12