Shares CUSHMAN & WAKEFIELD PLC ORDINARY SHARES, NOMINAL VALUE $0.10 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2018 • Cushman & Wakefield PLC • Real estate • New York
●] Shares CUSHMAN & WAKEFIELD PLC ORDINARY SHARES, NOMINAL VALUE $0.10 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2019 • Cushman & Wakefield PLC • Real estate • New York
Certain shareholders of Cushman & Wakefield plc, a public limited company organized under the laws of England and Wales (the “Company”) named in Schedule I hereto (the “Selling Shareholders”), severally and not jointly, propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) for whom Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares, nominal value $0.10 per share (the “Firm Shares”) of the Company, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name under the column “Firm Shares” in Schedule I hereto.
CREDIT AGREEMENTCredit Agreement • September 6th, 2018 • Cushman & Wakefield PLC • Real estate • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 21, 2018 by and among DTZ U.S. Borrower, LLC, a Delaware limited liability company (the “Borrower”), DTZ UK Guarantor Limited, a private limited company incorporated under the laws of England and Wales (“Holdings”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and as a Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AGREEMENT DATED JULY 6, 2018 COMPUTERSHARE TRUST COMPANY, N.A. CUSHMAN & WAKEFIELD LIMITED AND THE INITIAL HOLDERS AND OTHER HOLDERS OF DEPOSITARY RECEIPTS AGREEMENT FOR THE PROVISION OF DEPOSITARY SERVICES AND CUSTODY SERVICES IN RESPECT OF CUSHMAN &...Agreement for the Provision of Depositary Services and Custody Services • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • January 31st, 2020 • Cushman & Wakefield PLC • Real estate • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 21, 2018, and amended on December 20, 2019 by that certain Amendment No. 1, and amended on January 30, 2020 by that certain Amendment No. 2, by and among Cushman & Wakefield U.S. Borrower, LLC (f/k/a DTZ U.S. Borrower, LLC), a Delaware limited liability company (the “Borrower”), DTZ UK Guarantor Limited, a private limited company incorporated under the laws of England and Wales (“Holdings”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and as a Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). This Agreement is the “Amended Credit Agreement” referred to in Amendment No. 2.
26,513,041 Shares CUSHMAN & WAKEFIELD PLC ORDINARY SHARES, NOMINAL VALUE $0.10 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2024 • Cushman & Wakefield PLC • Real estate • New York
INDENTURE Dated as of August 24, 2023 Among CUSHMAN & WAKEFIELD U.S. BORROWER, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent 8.875% SENIOR SECURED NOTES DUE...Indenture • August 24th, 2023 • Cushman & Wakefield PLC • Real estate • New York
ContractFirst Lien Amendment • June 20th, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
FIRST LIEN AMENDMENT NO. 2, dated as of September 1, 2015 (this “First Lien Amendment No. 2”) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), the 2015-1 Additional Term Lenders (as defined in Exhibit A), the 2015-1 Converting Term Lenders (as defined in Exhibit A), the 2015-1 Incremental Term Lenders (as defined in Exhibit A), the Consenting Revolving Lenders (as defined below), the 2015-1 Incremental Revolving Credit Lenders (as defined in Exhibit A), each L/C Issuer, the Swing Line Lender, UBS AG, ST
DEED OF INDEMNITYDeed of Indemnity • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • England and Wales
ContractSecond Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
SECOND LIEN AMENDMENT NO. 3, dated as of December 22, 2015 (this “Second Lien Amendment No. 3”) to the Second Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), BANK OF AMERICA, N.A., as the Incremental Lender hereunder (in such capacity, the “2015-3 Incremental Lender”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent and, for purposes of Sections 4, 8, 9, 10, 11, 12 and 13 hereof only, each of the other Loan Parties party as of the date hereof.
DTZ JERSEY HOLDINGS LIMITED MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • February 28th, 2019 • Cushman & Wakefield PLC • Real estate • New York
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], between DTZ Jersey Holdings Limited (the “Company”), the Majority Stockholder (as defined pursuant to Section 1 below) and __________________________ (the “Management Stockholder”).
DEED OF INDEMNITYDeed of Indemnity • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • England and Wales
ContractFirst Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
AMENDMENT NO. 11 TO THE FIRST LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of March 15, 2018 (this “First Lien Amendment No. 11”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Facility Lenders under the Revolving Credit Facility and UBS AG, STAMFORD BRANCH, as Administrative Agent.
FORM OF OPTION GRANT AGREEMENTOption Grant Agreement • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
WHEREAS, the Company has adopted and maintains the DTZ Jersey Holdings Limited Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the key employees of the Company and its subsidiaries with an appropriate incentive to encourage them to continue in the employ of the Company or its subsidiaries and to improve the growth, profitability and financial success of the Company and its subsidiaries.
DTZ JERSEY HOLDINGS LIMITED FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”), is entered into as of __________, 2018 (the “Grant Date”), by and between DTZ Jersey Holdings Limited, company number 11647, registered office – 2nd Floor, The Gallais Building, 54 Bath Street, St. Helier, Jersey, JE1 1FW (the “Company”), and __________, an employee of the Company or one or more of its subsidiaries (“Executive”).
ContractFirst Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
AMENDMENT NO. 7 TO THE FIRST LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of November 14, 2016 (this “First Lien Amendment No. 7”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Facility Lenders under the Revolving Credit Facility and UBS AG, STAMFORD BRANCH, as Administrative Agent.
SHAREHOLDER AGREEMENT BY AND BETWEEN CUSHMAN & WAKEFIELD PLC AND VANKE SERVICE (HONGKONG) CO., LIMITED DATED AS OF AUGUST 6, 2018Shareholder Agreement • August 9th, 2018 • Cushman & Wakefield PLC • Real estate • New York
This SHAREHOLDER AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of August 6, 2018, is made by and between Cushman & Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195 (the “Company”), and Vanke Service (HongKong) Co., Limited (萬科物業服務(香港)有限公司), a Hong Kong limited company (the “Shareholder”).
AMENDED & RESTATED CUSHMAN & WAKEFIELD PLC2024 Performance-Vested Restricted Stock Unit Grant Agreement • April 30th, 2024 • Cushman & Wakefield PLC • Real estate • Delaware
WHEREAS, C&W has adopted the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (as such may be amended from time to time, the “Plan”) to promote the interests of the Company and its shareholders by providing certain employees, consultants or independent contractors of the Company with incentives and rewards to encourage them to continue in the service of the Company; and
SHAREHOLDERS AGREEMENT BY AND AMONG CUSHMAN & WAKEFIELD PLC AND THE SHAREHOLDERS PARTY HERETO DATED AS OF AUGUST 6, 2018Shareholder Agreement • August 9th, 2018 • Cushman & Wakefield PLC • Real estate
This SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of August 6, 2018, is made by and among:
CUSHMAN & WAKEFIELD PLC SECOND AMENDED & RESTATED 2018 OMNIBUS NON-EMPLOYEE DIRECTOR SHARE AND CASH INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • July 30th, 2024 • Cushman & Wakefield PLC • Real estate • Delaware
WHEREAS, C&W has adopted the Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (as such may be amended from time to time, the “Plan”) to promote the interests of the Company and its shareholders by providing the non-employee directors of the Company with incentives and rewards to encourage them to continue in the service of the Company; and
DTZ JERSEY HOLDINGS LIMITED RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”), is entered into as of May 8, 2015 (the “Grant Date”), by and between DTZ Jersey Holdings Limited, company number 11647, registered office – 8th Floor Union House Union Street St. Helier Jersey JEZ 3RF (the “Company”), and Brett White, an independent contractor, employee and/or director of the Company or one or more of its subsidiaries (“Executive”).
PRELIMINARY STATEMENTSSecond Lien Credit Agreement • June 20th, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this “Agreement”) is entered into as of November 4, 2014, as amended by Second Lien Amendment No. 1 as of August 13, 2015 and as further amended as of September 1, 2015 by Second Lien Amendment No. 2, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacities, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (coll
ENGLISH SECURITY AGREEMENT DATED ________________________ 2023 BETWEEN THE ENTITIES LISTED IN SCHEDULE 1 as Chargors – AND – WILMINGTON TRUST, NATIONAL ASSOCIATION as Notes Collateral Agent Allen & Overy LLPSecurity Agreement • August 24th, 2023 • Cushman & Wakefield PLC • Real estate
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CUSHMAN & WAKEFIELD PLC, TPG DRONE INVESTMENT, L.P., TPG DRONE CO-INVEST, L.P., PAGAC DRONE HOLDING I LP, 2339532 ONTARIO LIMITED, ONTARIO TEACHERS’ PENSION PLAN BOARD, AND DTZ INVESTMENT HOLDINGS LP DATED AS...Registration Rights Agreement • August 9th, 2018 • Cushman & Wakefield PLC • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 6, 2018, by and among Cushman & Wakefield PLC, an English public limited company (together with its successors, the “Company”), TPG Drone Investment, L.P. (“TPG Drone Investment”), TPG Drone Co-Invest, L.P. (“TPG Drone Co-Invest” and together with TPG Drone Investment, “TPG”), PAGAC Drone Holding I LP (“PAG”), OTPP (as defined below), DTZ Investment Holdings LP (“DTZ Investment”) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06.
INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2020 • Cushman & Wakefield PLC • Real estate
INCREMENTAL AMENDMENT NO. 1, dated as of December 20, 2019 (this “Amendment”), to the Credit Agreement (as defined below), among Cushman & Wakefield U.S. Borrower, LLC (f/k/a DTZ U.S. Borrower, LLC), a Delaware limited liability company (the “Borrower”), DTZ UK Guarantor Limited, a private limited company incorporated under the laws of England and Wales (“Holdings”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (in such capacity, the “Administrative Agent”), the Issuing Banks, the Swing Line Lender, the Subsidiary Guarantors party hereto (solely with respect to Sections 6.1, 6.3 and 6.4) and the Incremental Revolving Lenders party hereto (in such capacity, the “Amendment No. 1 Incremental Revolving Lenders”).
ContractFirst Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
FIRST LIEN AMENDMENT NO. 8, dated as of September 15, 2017 (this “First Lien Amendment No. 8”) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), the 2022 Revolving Credit Lenders (as defined below), each in its capacity as such and, if applicable, as an L/C Issuer, and UBS AG, STAMFORD BRANCH, in its capacity as Administrative Agent and Swing Line Lender and, for purposes of Sections 4, 8, 9, 10, 11, 12 and 13 hereof only, each of the other Loan Parties party as of the date hereof. Capitalized terms used
AMENDED & RESTATED CUSHMAN & WAKEFIELD PLC TIME AND PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTTime and Performance-Based Restricted Stock Unit Grant Agreement • May 5th, 2023 • Cushman & Wakefield PLC • Real estate • Delaware
WHEREAS, C&W has adopted the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (as such may be amended from time to time, the “Plan”) to promote the interests of the Company and its shareholders by providing certain employees, consultants or independent contractors of the Company with incentives and rewards to encourage them to continue in the service of the Company; and
Executive Service AgreementExecutive Service Agreement • July 13th, 2018 • DTZ Jersey Holdings LTD • Real estate • Victoria
AMENDED & RESTATED CUSHMAN & WAKEFIELD PLC TIME-VESTED RESTRICTED STOCK UNIT GRANT AGREEMENTTime-Vested Restricted Stock Unit Grant Agreement • April 30th, 2024 • Cushman & Wakefield PLC • Real estate • Delaware
WHEREAS, C&W has adopted the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (as such may be amended from time to time, the “Plan”) to promote the interests of the Company and its shareholders by providing certain employees, consultants or independent contractors of the Company with incentives and rewards to encourage them to continue in the service of the Company; and
Execution CopySide Letter • February 28th, 2019 • Cushman & Wakefield PLC • Real estate
This SIDE LETTER (this “Side Letter”), dated as of November 19, 2018, is by and among Cushman & Wakefield plc, as the assignee of and successor in interest to all of DTZ Jersey Holdings Limited’s interest in and obligations under the awards referenced herein (the “Parent”), Cushman & Wakefield Global, Inc. (individually and together, as the context requires, with the Parent and its and their affiliates, successors and assigns, the “Company”), and Brett White (“Executive”). Each of the Company and Executive is referred to herein as a Party, and together the Parties.
AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENTTransition and General Release Agreement • November 25th, 2020 • Cushman & Wakefield PLC • Real estate
THIS AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENT (this “Amendment”), is made as of November 19, 2020 (the “Effective Date”) and amends that certain Transition and General Release Agreement (the “Agreement”) dated as of February 27, 2020, by and among Cushman & Wakefield plc (together, with its subsidiaries, the “Company”) and Duncan Palmer (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
SIDE LETTER AGREEMENTSide Letter Agreement • January 4th, 2022 • Cushman & Wakefield PLC • Real estate
This Side Letter Agreement (this “Side Letter”), is made and entered into as of December 31, 2021, by and among Cushman & Wakefield Global, Inc. (the “Employer”), Cushman & Wakefield plc (together, as the context requires, with the Employer and their respective subsidiaries, affiliates, predecessors, successors and assigns, the “Company”) and Brett White (“Executive”). The Company and Executive are each referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used and not defined herein shall have the meanings given to such terms in the Employment Agreement (as defined below).
SYNDICATED FACILITY AGREEMENT (SECOND LIEN) Dated as of November 4, 2014 among DTZ UK GUARANTOR LIMITED, as Holdings, DTZ U.S. BORROWER, LLC, as the U.S. Borrower and Borrower Representative, DTZ AUS HOLDCO PTY LIMITED, as the Australian Borrower BANK...Syndicated Facility Agreement • June 20th, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this “Agreement”) is entered into as of November 4, 2014, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacities, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NOTICE OF WAIVERManagement Stockholders’ Agreement • September 6th, 2018 • Cushman & Wakefield PLC • Real estate
Reference is made to the DTZ Jersey Holdings Limited Management Stockholders’ Agreement, by and among DTZ Jersey Holdings Limited (“DTZ Jersey”), the Majority Stockholder and you as a Management Stockholder (the “Stockholders’ Agreement”), which Stockholders’ Agreement was assumed by Cushman & Wakefield plc (“C&W”) in connection with the initial public offering of C&W and the exchange of ordinary shares of C&W (the “Ordinary Shares”) for your limited liability shares of DTZ Jersey. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stockholders’ Agreement (as necessary and taking into account the exchange pursuant to which you received Ordinary Shares and the assumption by C&W of the Stockholders’ Agreement).
PLEDGE AND SECURITY AGREEMENT Dated as of May 22, 2020 by and among THE GRANTORS REFERRED TO HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral AgentPledge and Security Agreement • May 22nd, 2020 • Cushman & Wakefield PLC • Real estate • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 22, 2020, made by and among CUSHMAN & WAKEFIELD U.S. BORROWER, LLC, a Delaware limited liability company (the “Issuer”), DTZ UK GUARANTOR LIMITED, a limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), and other Persons that become party hereto as Grantors (as defined herein) and Wilmington Trust, National Association, solely in its capacity as Notes Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Notes Collateral Agent”).
