Exhibit 10.22

SHAREHOLDERS AGREEMENT

BY AND AMONG

CUSHMAN & WAKEFIELD PLC

AND

THE SHAREHOLDERS PARTY HERETO

DATED AS OF     , 2018

TABLE OF CONTENTS

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This SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of     , 2018, is made by and among:

i.     Cushman & Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195 (the “ Company ”);

ii.    TPG Drone Investment, L.P. (“ TPG Drone Investment ”) and TPG Drone Co-Invest, L.P. (“ TPG Drone Co -Invest ” and, together with TPG Drone Investment and their Affiliates, “ TPG ”);

iii.   PAGAC Drone Holding I LP (together with its Affiliates, “ PAG ”);

iv.   2339532 Ontario Limited and Ontario Teachers’ Pension Plan Board (together with their respective Affiliates, “ OTPP ”)

v.    DTZ Investment Holdings LP (“ DTZ LP ”); and

vi.   such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board (as defined below) as “Other Shareholders” (the “ Other Shareholders ” and, together with TPG, PAG and OTPP, the “ Shareholders ”).

RECITALS

WHEREAS, on November 3, 2014, TPG Asia VI SF Pte. Ltd., PAG, OTPP, DTZ Investment Holdings GenPar LLP (the “ LLP ”), DTZ LP, DTZ Jersey Holdings Limited (“ Drone TopCo ”) and Fairway Trust Limited (the “ Designated Partner ”) entered into the First Amended and Restated Limited Liability Partnership Agreement relating to DTZ Investment Holdings GenPar LLP, as amended by an amendment agreement, dated March 22, 2017 between TPG Drone Investment, L.P., PAG, OTPP, the LLP, the DTZ LP, Drone TopCo and the Designated Partner, which contained certain enumerated governance rights;

WHEREAS, on July 6, 2018, FTL Nominees 2 Limited, a Jersey company, on behalf of DTZ LP, exchanged all of the shares it held in Drone TopCo for depositary receipts issued by a nominee of Computershare Trust Company, N.A. in respect of newly issued ordinary shares, with a nominal value of $0.10, of Cushman & Wakefield Limited, a private limited company under the laws of England and Wales (now known as the Company);

WHEREAS, on July 6, 2018, Drone TopCo distributed and transferred its shares in DTZ UK Guarantor Limited to Cushman & Wakefield Limited, after which it intended to commence a summary winding-up procedure under the laws of Jersey;

WHEREAS, on July 19, 2018, Cushman & Wakefield Limited re-registered as a public limited company under the laws of England and Wales;

WHEREAS, on August     , 2018, the Company priced an initial public offering (the “ IPO ”) of the Company’s ordinary shares (the “ Ordinary Shares ”), pursuant to an Underwriting Agreement dated August     , 2018 (the “ Underwriting Agreement ”); and

WHEREAS, the parties hereto desire to provide for certain governance rights and other matters, and to set forth the respective rights and obligations of the Shareholders following the IPO.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1     Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided that the Company, and each of its subsidiaries shall not be deemed to be Affiliates of TPG, PAG, OTPP or DTZ LP; and provided further that any portfolio companies of any Sponsor shall not be considered “Affiliates” hereunder. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through beneficial ownership of voting securities, by contract or otherwise.

“ Affiliated Person ” has the meaning set forth in Section 4.5(a).

“ Agreement ” has the meaning set forth in the Preamble.

“ Acquired Knowledge ” has the meaning set forth in Section 4.3(a).

“ beneficially own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; provided that, prior to the distribution by DTZ LP to the Sponsors of all of their respective shares in the Company, a Sponsor will be deemed to beneficially own, in addition to the shares it owns directly, the shares in DTZ LP attributable to such Sponsor; and provided further that, after such a distribution by DTZ LP of all or any portion of their respective shares in the Company, a Sponsor will not be deemed to beneficially own the shares held by the other Sponsors solely as a result of entering into this Agreement.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York, New York.

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“ Chief Executive Officer ” means the chief executive officer of the Company then in office.

“ Closing ” means the closing of the IPO.

“ Company ” has the meaning set forth in the Preamble.

“ Company Articles ” means the articles of association of the Company in effect on the date hereof, as may be amended from time to time.

“ Company Shares ” means (i) all Ordinary Shares outstanding at the time of determination, (ii) all Ordinary Shares issuable upon exercise, conversion or exchange of any option, warrant or convertible security and (iii) all Ordinary Shares directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization.

“ Consolidation Order ” has the meaning set forth in Section 4.12(i).

“ Coordination Agreement ” means the Coordination Agreement, by and among TPG Drone Investment, TPG Drone Co-Invest, PAG and OTPP, dated as of the date hereof, as amended, modified or supplemented from time to time.

“ Corporate Opportunity ” means (i) an investment or business opportunity or activity, including without limitation those that might be considered the same as or similar to the Company’s business or the business of any Affiliate or any direct or indirect subsidiary of the Company, including those deemed to be competing with the Company or any Affiliate or any direct or indirect subsidiary of the Company, or (ii) a prospective economic or competitive advantage in which the Company or any Affiliate or any direct or indirect subsidiary of the Company could have an interest or expectancy. In addition to and notwithstanding the foregoing, a Corporate Opportunity shall not be deemed to be a potential opportunity for the Company or any Affiliates or any direct or indirect subsidiary if it is a business opportunity that (i) the Company, Affiliate or direct or indirect subsidiary, as applicable, is not financially able or contractually permitted or legally able to undertake, (ii) from its nature, is not in the line of the Company’s, Affiliate’s or direct or indirect subsidiary’s, as applicable, business or is of no practical advantage to it or (iii) is one in which the Company, Affiliate or direct or indirect subsidiary, as applicable, has no interest or reasonable expectancy.

“ Designated Partner ” has the meaning set forth in the Recitals.

“ Dispute ” has the meaning set forth in Section 4.12(a).

“ Drone TopCo ” has the meaning set forth in the Recitals.

“ DTZ LP ” has the meaning set forth in the Preamble.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Fund Indemnitors ” has the meaning set forth in Section 3.1(n).

“ ICC Court ” has the meaning set forth in Section 4.12(a).

“ ICC Rules ” has the meaning set forth in Section 4.12(a).

“ Indemnification Agreement ” has the meaning set forth in Section 3.1(n).

“ Indemnitee ” has the meaning set forth in Section 3.1(n).

“ Independent Director ” means a director that satisfies both (a) the requirements to qualify as an “independent director” under the stock exchange rules of the stock exchange on which the Ordinary Shares are then-currently listed and (b) the independence criteria set forth in Rule 10A-3 under the Exchange Act, as amended from time to time.

“ IPO ” has the meaning set forth in the Recitals.

“ Majority in Interest ” means, with respect to the Shareholders or any subset thereof, Shareholders who beneficially own a majority of Company Shares held by the Shareholders or such subset of Shareholders, as applicable.

“ Necessary Action ” means, with respect to a specified result, all actions necessary (subject to Section 4.14(b)), to the fullest extent permitted by applicable law, to cause such result, including, without limitation, (i) voting or providing a written consent or proxy with respect to the Company Shares, (ii) causing the adoption of shareholders’ resolutions and amendments to the organizational documents of the Company, (iii) in the case of each Sponsor, exercising its rights as limited partners of DTZ LP and as limited liability partners of the LLP to cause DTZ LP and the LLP, respectively, to take all actions necessary to achieve such result; (iv) in the case of each Sponsor, causing its Sponsor Directors (subject to any fiduciary duties that such Sponsor Directors may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner; (v) executing agreements and instruments, and (vi) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“ Ordinary Shares ” has the meaning set forth in the Recitals.

“ Other Shareholders ” has the meaning set forth in the Preamble.

“ OTPP ” has the meaning set forth in the Preamble, it being understood that prior to the distribution, directly or indirectly, by 2339532 Ontario Limited of all of its Company Shares to Ontario Teachers’ Pension Plan Board, including through one or more of its Affiliates, “OTPP” shall refer to 2339532 Ontario Limited and Ontario Teachers’ Pension Plan Board and after such

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distribution “OTPP” shall refer to Ontario Teachers’ Pension Plan Board and any such Affiliates holding Company Shares.

“ OTPP Designee ” has the meaning set forth in Section 3.1(d).

“ OTPP Director ” has the meaning set forth in Section 3.1(a).

“ PAG ” has the meaning set forth in the Preamble.

“ PAG Designee ” has the meaning set forth in Section 3.1(c).

“ PAG Director ” has the meaning set forth in Section 3.1(a).

“ Person ” means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or government or any agency or political subdivision thereof.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Shareholders ” has the meaning set forth in the Preamble.

“ Sponsor Affiliated Person ” means each of TPG, PAG, OTPP and DTZ LP and all of their respective partners, principals, directors, officers, members, managers, managing directors, advisors, consultants and employees, Affiliates, the Sponsor Directors, or any officer of the Company that is an Affiliate of the Sponsors.

“ Sponsor Confidential Information ” has the meaning set forth in Section 4.5(a).

“ Sponsor Designee ” has the meaning set forth in Section 3.1(d).

“ Sponsor Director ” has the meaning set forth in Section 3.1(a).

“ Sponsors ” mean each of TPG, PAG and OTPP.

“ TPG ” has the meaning set forth in the Preamble.

“ TPG Designee ” has the meaning set forth in Section 3.1(b).

“ TPG Director ” has the meaning set forth in Section 3.1(a).

“ TPG Drone Co -Invest ” has the meaning set forth in the Preamble.

“ TPG Drone Investment ” has the meaning set forth in the Preamble.

“ Unaffiliated Director ” has the meaning set forth in Section 3.1(a).

“ Underwriting Agreement ” has the meaning set forth in the Recitals.

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Section 1.2     Other Interpretive Provisions.

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

The words “ hereof ,” “ herein ,” “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.

The term “ including ” is not limiting and means “ including without limitation .”

The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

Section 2.1     Existence; Authority; Enforceability . Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action on the part of its board of directors (or equivalent) and shareholders (or other holders of equity interests), if required, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.

Section 2.2     Absence of Conflicts . The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party, (b) result in any violation, breach, conflict, default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or an event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected, or (c) violate, in any material respect, any law applicable to such party.

Section 2.3     Consents . Other than as expressly required herein or any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration,

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license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

ARTICLE III

GOVERNANCE

Section 3.1     The Board .

(a) Composition of the Board . Prior to Closing, the Company, DTZ LP and the Shareholders shall take all Necessary Action to cause the Board to be comprised of seven (7) directors, (i) two (2) of whom shall be designated by TPG (including any other directors designated by TPG and elected to the Board pursuant to Section 3.1(b) or (f) below, each, a “ TPG Director ”), (ii) two (2) of whom shall be designated by PAG (including any other directors designated by PAG and elected to the Board pursuant to Section 3.1(c) or (f) below, each, a “ PAG Director ”), (iii) one (1) of whom shall be designated by OTPP (including any other director designated by OTPP and elected to the Board pursuant to Section 3.1(d) or (f) below, an “ OTPP Director ” and, together with each TPG Director and PAG Director, the “ Sponsor Directors ”), (iv) one (1) of whom shall be the Chief Executive Officer, and (v) one (1) of whom shall satisfy the requirements to qualify as an Independent Director and whom shall be jointly designated for nomination by the Sponsors.

The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:

The initial term of the class I directors shall expire at the Company’s 2019 annual general meeting of shareholders; the initial term of the class II directors shall expire at the Company’s 2020 annual general meeting of shareholders; and the initial term of the class III directors shall expire at the Company’s 2021 annual general meeting of shareholders, in each case subject to the applicable thresholds described in Section 3.1(b), (c) and (d) below.

Subject to the Company Articles, a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a). The initial terms of each class of directors shall expire as set forth in this Section 3.1(a), subject to such director’s earlier death, resignation, disqualification or removal. Subject to any fiduciary duties that any Sponsor Director may have as a director of the Company and the provisions of Section 3.1(f) below, the Sponsors agree to procure that their respective Sponsor Directors do not vote to remove another Sponsor Director from the Board.

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After Closing, if determined by the Sponsors or to comply with stock exchange independence requirements, up to two (2) additional directors satisfying the requirements to qualify as an Independent Director may be appointed by a majority of the Board (each, an “ Unaffiliated Director ”).

The Board shall consist of seven (7) directors until the earlier of (i) such time as a majority of directors vote to expand the board, including at such times as necessary to add one or more Independent Directors to satisfy requirements under applicable stock exchange rules for independent audit committee members, and including in accordance with the foregoing paragraph, and (ii) the Sponsors’ beneficial ownership percentage collectively falls below 50% of the total Ordinary Shares outstanding at Closing, at which time the Company and the Shareholders shall take all Necessary Action to cause the Board to act to increase the number of directors to nine (9), including action to fill vacancies, if any, created by such increase.

(b) TPG Representation . At each applicable annual or special meeting of shareholders at which directors are to be elected, there shall be included in the slate of nominees recommended by the Board for election as directors that number of individuals designated by TPG (each, a “ TPG Designee ”) that, if elected, will result in TPG having two (2) TPG Directors; provided , however , that (A) if TPG, in the aggregate, beneficially owns, as of the date that is 120 days before the date of such annual or special meeting of shareholders, less than 7.5% of the Ordinary Shares outstanding as of Closing, then one (1) TPG Director must offer to tender his or her resignation in connection with such meeting and, with respect to such meeting and subsequent meetings, the number of TPG Designees shall be reduced to one (1) TPG Designee; and (B) if TPG, in the aggregate, beneficially owns, as of the date that is 120 days before the date of such annual or special meeting of shareholders, less than 2.5% of the Ordinary Shares outstanding as of Closing, then the remaining TPG Director must offer to tender his or her resignation in connection with such meeting and, with respect to such meeting and subsequent meetings, TPG shall have no right to designate a TPG Designee. In the event that any TPG Director offers to tender his or her resignation, the Board shall use its discretion as to whether to accept such resignation and, if the Board chooses to accept such resignation, such TPG Director shall resign.

(c) PAG Representation . At each applicable annual or special meeting of shareholders at which directors are to be elected, there shall be included in the slate of nominees recommended by the Board for election as directors that number of individuals designated by PAG (each, a “ PAG Designee ”) that, if elected, will result in PAG having two (2) PAG Directors; provided , however , that (A) if PAG, in the aggregate, beneficially owns, as of the date that is 120 days before the date of such annual or special meeting of shareholders, less than 7.5% of the Ordinary Shares outstanding as of Closing, then one (1) PAG Director must offer to tender his or her resignation in connection with such meeting and, with respect to such meeting and subsequent meetings, the number of PAG Designees shall be reduced to one (1) PAG Designee; and (B) if PAG, in the aggregate, beneficially owns, as of the date that is 120 days before the date of such annual or special meeting of shareholders, less than 2.5% of the Ordinary Shares outstanding as of Closing, then the remaining PAG Director must offer to tender his or her resignation in connection with such meeting and, with respect to such meeting and subsequent meetings, PAG shall have no right to designate a PAG Designee. In the event that any PAG Director offers to tender his or her resignation, the Board shall use its discretion as to whether to

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accept such resignation and, if the Board chooses to accept such resignation, such PAG Director shall resign.

(d) OTPP Representation. At each applicable annual or special meeting of shareholders at which directors are to be elected, there shall be included in the slate of nominees recommended by the Board for election as directors that number of individuals designated by OTPP (each, an “ OTPP Designee ” and, together with each TPG Designee and PAG Designee, the “ Sponsor Designees ”) that, if elected, will result in OTPP having one (1) OTPP Director; provided , however , that if OTPP, in the aggregate, beneficially owns, as of the date that is 120 days before the date of such annual or special meeting of shareholders, less than 2.5% of the Ordinary Shares outstanding as of Closing, then the OTPP Director must offer to tender his or her resignation in connection with such meeting and, with respect to such meeting and subsequent meetings, OTPP shall have no right to designate a OTPP Designee. In the event that the OTPP Director offers to tender his or her resignation, the Board shall use its discretion as to whether to accept such resignation and, if the Board chooses to accept such resignation, the OTPP Director shall resign.

(e) CEO Representation . Subject to the penultimate sentence of Section 3.1(f), if the term of the Chief Executive Officer as a director on the Board is to expire in conjunction with any annual or special meeting of shareholders at which directors are to be elected, the Chief Executive Officer shall be included in the slate of nominees recommended by the Board for election.

(f) Vacancies . Except as provided for in Sections 3.1(b), (c) and (d) and to the extent not inconsistent with the Company Articles, (i) each Sponsor shall have the exclusive right to remove its Sponsor Directors from the Board, and the Board and the other Sponsors shall, at the request of such Sponsor, take all Necessary Action to cause the removal of any Sponsor Director nominated by such Sponsor and (ii) each Sponsor shall have the exclusive right to designate for election to the Board directors to fill vacancies created by reason of death, removal or resignation of its Sponsor Directors, and the Board and the other Sponsors shall, at the request of such Sponsor, take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such Sponsor as promptly as reasonably practicable; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, a Sponsor shall not have the right to designate a replacement director, and the Board and the Sponsors shall not be required to take any action to cause any vacancy to be filled with any Sponsor Designee, to the extent that election or appointment of such Sponsor Designee to the Board would result in a number of directors designated by a Sponsor in excess of the number of directors that such Sponsor is then entitled to designate for membership on the Board pursuant to Section 3.1(b), (c) or (d), as applicable. If the Chief Executive Officer resigns or is terminated for any reason, the Board and the Sponsors shall take all Necessary Action to remove the Chief Executive Officer from the Board and fill such vacancy with the next Chief Executive Officer in office. If any Independent Director resigns or is terminated for any reason, the Sponsors shall take all Necessary Action to fill such vacancy with another Independent Director who shall be appointed by a majority of the Board.

(g) Additional Unaffiliated Directors . For so long as the Sponsors each have the right to designate at least one (1) director for nomination under this Agreement, the Company and the

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Sponsors will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (9) (or, after a majority of the directors vote to further expand the Board, eleven (11)) and shall be no fewer than five (5).

(h) Approval Rights . Any amendment to the organizational documents of the Company that would have a disproportionally adverse and material effect on TPG, PAG or OTPP (other than as a result of disparate share ownership) shall require approval by the Board, including the affirmative vote of a majority of the Sponsor Directors for so long as at least one (1) Sponsor Director is on the Board and the affirmative vote of at least one (1) of the Sponsor Directors representing each of the Sponsor(s) so adversely affected for so long as at least one (1) Sponsor Director of such adversely affected Sponsor is on the Board. The parties hereto agree not to vote in favor of any amendment that does not have the requisite Board approval.

(i) Committees . Subject in each case to applicable laws and stock exchange regulations, (i) TPG shall have the right to have a representative appointed to serve on each committee of the Board for so long as TPG has the right to designate at least one (1) director for election to the Board, (ii) PAG shall have the right to have a representative appointed to serve on each committee of the Board for so long as PAG has the right to designate at least one (1) director for election to the Board and (iii) OTPP shall have the right to have a representative appointed to serve on each of the Nominating and Governance Committee and the Compensation Committee of the Board for so long as OTPP has the right to designate at least one (1) director for election to the Board. Subject in each case to applicable laws and stock exchange regulations, each Sponsor shall have the right to have a representative appointed as an observer to any committee of the Board to which such Sponsor (i) has not appointed a representative or (ii) is prohibited by applicable laws or stock exchange regulations from having a representative appointed, in each case for so long as such Sponsor has the right to designate at least one (1) director for nomination under this Agreement.

(j) Reimbursement of Expenses . The Company shall reimburse each Sponsor Director and Sponsor Designee for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s or designee’s participation in the meetings of the Board or any committee of the Board, including all reasonable and documented travel, lodging and meal expenses.

(k) Nomination . With respect to any Sponsor Designee, the Company and the Sponsors shall take all Necessary Action to cause the Board and Nominating and Governance Committee to, if applicable, (i) include such Sponsor Designee in the slate of nominees recommended by the Board for the applicable class of directors for election by the shareholders of the Company or (ii) appoint such Sponsor Designee to fill a vacancy on the Board created by the departure of a Sponsor Director. The Company agrees to take all Necessary Action to include such Sponsor Designee in the applicable proxy statement for such shareholder meeting.

(l) Loss of Controlled Company Exemption . Within one (1) year (or any shorter period that may be required by applicable law or by the applicable rules and regulations of the Securities and Exchange Commission or the applicable stock exchange on which the Company Shares are listed) after the Company ceases to qualify as a “controlled company” as defined by the applicable stock exchange rules on which the Company Shares are then-currently listed, the

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Sponsors shall take all Necessary Action to ensure that a sufficient number of the Sponsor Directors qualify as “independent directors” as defined by the applicable stock exchange rules to ensure that the Board complies with stock exchange independence requirements.

(m) D&O Insurance . The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms for each of its directors, and the Sponsor Directors shall also be provided the benefit of customary director indemnity agreements.

(n) Indemnification Priority . The Company hereby acknowledges that, in addition to the rights provided to each Sponsor Director or other indemnified person covered by any such indemnity insurance policy (any such Person, an “ Indemnitee ”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “ Indemnification Agreements ”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Sponsors or one or more of their respective Affiliates (collectively, the “ Fund Indemnitors ”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee and shall be liable for the full amount of all losses of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Fund Indemnitors or their insurers, and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 3.1(n), able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 3.1(n) or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

(o) Voting Agreement . Subject to Section 4.14(b), the Sponsors each hereby agree to vote all Company Shares beneficially owned by such Sponsor at each annual or other meeting of the Company at which directors of the Company are to be elected, in favor of, or to take other Necessary Action and the Company agrees to take all Necessary Action to cause the election as members of the Board of Directors of those individuals described in Section 3.1(b), (c) and (d) in

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accordance with, and otherwise to achieve the composition of the Board of Directors and effect the intent of, the provisions of this Section 3.1;  provided ,  however , the requirements of this Section 3.1(o) shall cease (i) with respect to each Sponsor, upon the earlier to occur of the date on which (A) such Sponsor ceases to have the right, in accordance with this Section 3.1, to designate a director for nomination to the Board of Directors and (B) the Sponsors mutually agree to terminate the requirement to effect the requirements set forth in this Section 3.1(o).

(p) Subsidiaries . The composition of the boards of directors and committees of all other subsidiaries of the Company shall be as determined by the Board.

ARTICLE IV

GENERAL PROVISIONS

Section 4.1     Company Articles . In the event of any conflict between the terms of this Agreement and the Company Articles then, as between the parties hereto, the terms of this Agreement shall prevail.

Section 4.2     Trading Windows . The Company shall (i) use its reasonable best efforts to notify each Sponsor of each “closing” and “opening” date under the trading windows established by the Company’s insider trading policy, in each case, at least three (3) Business Days prior to each such date and (ii), at the request of any Sponsor, confirm to the requesting Sponsor whether a trading window is open at such time.

Section 4.3     Corporate Opportunities .

(a) In recognition and anticipation that the Sponsor Affiliated Persons (i) currently or may in the future serve as directors, officers or agents of the Company or its direct or indirect subsidiaries, (ii) currently or may in the future have access to information about the Company and its direct or indirect subsidiaries that may, to the fullest extent permitted by applicable law, enhance each such Sponsor Affiliated Person’s knowledge and understanding of (A) the industries in which the Company and its direct and indirect subsidiaries operate, (B) the activities in which the Company and its direct or indirect subsidiaries now engage, may continue to engage or may in the future engage (which shall include, without limitation, other business activities that overlap with or compete with those in which the Company and its Affiliates and its direct or indirect subsidiaries may engage directly or indirectly) or (C) related lines of business in which the Company or its direct or indirect subsidiaries may engage directly or indirectly (collectively, “ Acquired Knowledge ”) and (iii) currently or may in the future have an interest in the same or similar areas of corporate opportunity as the Company or its direct or indirect subsidiaries may have an interest directly or indirectly, the provisions of this Section 4.3 are set forth to regulate and define, to the fullest extent permitted by applicable law, the conduct of certain affairs of the Company and its direct or indirect subsidiaries with respect to certain classes or categories of business opportunities as they may involve a Sponsor Affiliated Person, and the powers, rights, duties and liabilities of the Company and its direct or indirect subsidiaries and their respective direct or indirect partners, members, and shareholders in connection therewith.

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(b) Notwithstanding any provision of this Agreement to the contrary, to the fullest extent permitted by applicable law, if any Sponsor Affiliated Person acquires knowledge of a potential Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Company and its Affiliates and its direct or indirect subsidiaries shall have no interest or expectancy in such Corporate Opportunity, or in being offered an opportunity to participate in such Corporate Opportunity, and any interest or expectancy in any Corporate Opportunity or any expectation in being offered the opportunity to participate in any Corporate Opportunity is hereby renounced and waived so that, such Sponsor Affiliated Person, to the fullest extent permitted by applicable law, (i) shall have no duty (fiduciary, statutory, contractual or otherwise) to communicate or present such Corporate Opportunity to the Company or any of its Affiliates or any of its direct or indirect subsidiaries or any shareholder of the Company; (ii) shall have the right to hold or pursue, directly or indirectly, any such Corporate Opportunity for the Sponsor’s own account and benefit or the Sponsor may direct such Corporate Opportunity to another person (including any Sponsor Affiliated Persons); and (iii) shall not be liable to the Company, any of its Affiliates or any of its direct or indirect subsidiaries, their respective Affiliates or their respective direct or indirect partners, members, or shareholder, for breach of any duty (fiduciary, statutory, contractual or otherwise) as a shareholder, director or officer of the Company or otherwise by reason of the fact that it pursues or acquires such Corporate Opportunity, directs such Corporate Opportunity to another person or does not communicate information regarding such Corporate Opportunity to the Company or any of its Affiliates or any of its direct or indirect subsidiaries.

(c) The Company hereby expressly acknowledges and agrees that each of the Sponsors, their Affiliates and affiliated investment funds and any Sponsor Affiliated Person, has the right to, and shall have no duty (fiduciary, statutory, contractual or otherwise) not to, (i) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its direct or indirect subsidiaries engages or proposes to engage, on such Person’s own behalf, or in partnership with, or as an employee, officer, director, member or shareholder of any other Person, including those lines of business deemed to be competing with the Company or any of its direct or indirect subsidiaries; (ii) do business with any potential or actual customer or supplier of the Company or any of its Affiliates or its direct or indirect subsidiaries; and (iii) employ or otherwise engage any officer or employee of the Company or any of its Affiliates or direct or indirect subsidiaries. The Company hereby expressly acknowledges and agrees that neither the Company nor any of its Affiliates or any of its direct or indirect subsidiaries nor any shareholder of the Company shall have any rights in and to the business ventures of the Sponsors, their Affiliates and affiliated investment funds, or the income or profits derived therefrom. To the fullest extent permitted by law, none of the Sponsor Affiliated Persons shall be liable to the Company, any of its Affiliates or its direct or indirect subsidiaries, their respective Affiliates or their respective direct or indirect partners, members, or shareholders, for breach of any duty (fiduciary, statutory, contractual or otherwise) as a shareholder, director or officer of the Company or otherwise by reason that such Sponsor Affiliated Person is engaging in any activities or lines of business or competing with the Company or its direct or indirect subsidiaries.

(d) The Company hereby acknowledges and agrees that, to the fullest extent permitted by applicable law, (i) in the event of any conflict of interest between the Company or any of its direct or indirect subsidiaries, on the one hand, and any Sponsor Affiliated Person, on

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the other hand, such Sponsor Affiliated Person (including each Sponsor Director, acting in its capacity as a director and/or any Sponsor Affiliated Person serving as an officer of the Company or any of its direct or indirect subsidiaries, acting in its capacity as an officer) may act in the best interest of the Sponsor and its Affiliates and (ii) no Sponsor Affiliated Person (including any Sponsor Director acting in its capacity as a director, or any other Sponsor Affiliated Person serving as an officer of the Company or any of its direct or indirect subsidiaries acting in its capacity as an officer), shall be obligated to (A) reveal to the Company or any of its direct or indirect subsidiaries confidential information belonging to or relating to the business of the Sponsor or its Affiliates or (B) recommend or take any action in its capacity as shareholder, director or officer of the Company, as the case may be, that prefers the interest of the Company or any of its subsidiaries over the interest of the Sponsor and its Affiliates, or such Sponsor Affiliated Person, as the case may be.

(e) The Company hereby acknowledges and agrees that, to the fullest extent permitted by applicable law, the Sponsor Affiliated Persons (including each Sponsor Director, acting in its capacity as a director and/or any Sponsor Affiliated Person serving as an officer of the Company or any of its direct or indirect subsidiaries, acting in its capacity as an officer) are not restricted from using Acquired Knowledge in making investment, voting, monitoring, governance or other decisions relating to other entities or securities.

(f) For the avoidance of doubt, nothing shall prevent any portfolio company of any Sponsor from pursuing any Corporate Opportunities, and no portfolio company of any Sponsor shall have any obligation to the Company pursuant to this Section 4.3.

Section 4.4     Assignment; Benefit .

(a) All Company Shares held by 2339532 Ontario Limited will, upon the dissolution of DTZ LP, be distributed, directly or indirectly, to Ontario Teachers’ Pension Plan Board, including through one or more of its Affiliates, and in connection with such distribution, Ontario Teachers’ Pension Plan Board or any of such Affiliates holding Company Shares shall, without further action, be deemed to be a Sponsor hereunder and have all of the rights and obligations thereof as a Sponsor as if it were 2339532 Ontario Limited. Notwithstanding the foregoing, and for the avoidance of doubt, after such distribution 2339532 Ontario Limited will continue to be subject to any obligations and restrictions hereunder. All other rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto, provided that each Sponsor may assign its rights and obligations hereunder to its Affiliates holding Company Shares, without the prior written consent of the other parties hereto. Any attempted assignment of rights or obligations in violation of this Section 4.4 shall be null and void.

(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, and other than the Indemnitees, the Fund Indemnitors and any insurer of a Fund Indemnitor under Section 3.1(n), and the Sponsors, their Representatives and the Sponsor Affiliated Persons under Section 4.3, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

Section 4.5     Confidentiality .

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(a) The Company, hereby agrees that it, and any direct or indirect partner, manager, member, shareholder, employee, director, officer or agent thereof, with the exception of the Sponsor Affiliated Persons (each, an “ Affiliated Person ”), shall keep confidential, and shall not disclose to any third Person or use for its own benefit, without prior written approval of the Sponsors, any non-public information with respect to the Sponsors or any of their respective subsidiaries or Affiliates (including any Person in which a Sponsor holds, or contemplates acquiring, an investment) (“ Sponsor Confidential Information ”) that is in the Company’s or such Affiliated Persons’ possession on the date hereof or disclosed after the date of this Agreement to the Company or such Affiliated Persons by or on behalf of the Sponsors or their respective subsidiaries or Affiliates, provided , that the Company and the Affiliated Persons may disclose any such Sponsor Confidential Information (i) as has become generally available to the public, was or has come into the Company’s or the Affiliated Persons’ possession on a non-confidential basis, without a breach of any confidentiality obligations by the Person disclosing such Sponsor Confidential Information, or has been independently developed by such Person, without use of the Sponsor Confidential Information, (ii) to the Company’s Affiliates, directors, officers, representatives, agents and employees and professional advisers who need to know such Sponsor Confidential Information and agree to keep it confidential on terms consistent with this Section 4.5(a), (iii) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to the Company or its Affiliates, or to a regulatory agency with applicable jurisdiction, and (iv) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, it being agreed that, unless such Sponsor Confidential Information has been generally available to the public, if such Sponsor Confidential Information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, then (x) the Company shall give the Sponsors notice of such request and shall cooperate with the Sponsors at the Sponsors’ request so that the Sponsors may, in their discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the Sponsors after notice), the Company (a) shall furnish only that portion of the Sponsor Confidential Information which, in the written opinion of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain adequate assurances that confidential treatment will be accorded such Sponsor Confidential Information by its recipients.

(b) The Company grants permission to the Sponsors to use the name and logo of the Company in marketing materials used by the Sponsors and their Affiliates. The Sponsors and their Affiliates shall include a trademark attribution notice giving notice of the Company’s ownership of their trademarks in any marketing materials in which the Company’s name and logo appear.

(c) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 4.5 shall survive termination of this Agreement (whether with respect to one or all of the Sponsors) with respect to matters arising before or after such termination, and shall remain in full force and effect until such time as such provisions are explicitly waived and revoked by each of the Sponsors. Such waiver and revocation shall be made in writing to the Company and shall take effect at the time specified therein or, if no time is specified therein, at the time of receipt thereof by the Company.

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Section 4.6     Termination . If not otherwise stipulated, this Agreement shall terminate automatically (without any action by any party hereto) as to each Shareholder as of the date when such Shareholder no longer has the right to nominate any directors to the Board pursuant to Article III hereof (without prejudice to accrued rights and obligations).

Section 4.7     Severability . In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.8     Entire Agreement; Amendment .

(a) This Agreement sets forth the entire understanding and agreement between the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This Agreement or any provision hereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by the Company (whose agreement to such amendment, modification or waiver shall not be unreasonably withheld) and the Sponsors (that remain a party to this Agreement); provided that to the extent that Other Shareholders become party hereto, the prior written consent of the holders of the Majority in Interest of the Company Shares then held by the Other Shareholders shall be required for any amendment, modification or waiver that would have a disproportionate and adverse effect in any material respect on the rights of Other Shareholders under this Agreement relative to the Sponsors.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 4.9     Counterparts . This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

Section 4.10     Notices . Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered by personal hand-delivery, by facsimile transmission, by electronic

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mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice shall be deemed to have been duly given, made or delivered (a) on the date received, if delivered by personal hand delivery, (b) on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00 p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other than a Business Day, on the first Business Day thereafter and (c) two (2) Business Days after being sent by air courier guaranteeing overnight delivery), at the following addresses (or at such other address as shall be specified by like notice):

If to the Company to:

Cushman & Wakefield plc

225 West Wacker Drive, Suite 3000

Chicago, Illinois 60606

Attention:         General Counsel

E-mail:             brett.soloway@cushwake.com

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

If to TPG to:

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attention: Office of General Counsel

E-mail: officeofgeneralcounsel@tpg.com

with a copy to (which shall not constitute notice) to:

345 California Street

San Francisco, CA 94104

Attention: Adam Fliss

E-mail: afliss@tpg.com

If to PAG to:

c/o 32/F, AIA Central

1 Connaught Road Central

HongKong

Attention:    Jon Lewis

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with a copy (which shall not constitute notice) to:

Fenwick & West LLP

Unit 908, 9th Floor, Kerry Parkside Office

No. 1155 Fang Dian Road

Pudong New Area, Shanghai 201204

People’s Republic of China

Attention:     Niping Wu

Email:           niping.wu@fenwick.com

If to OTPP to:

Ontario Teachers’ Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

with a copy (which shall not constitute notice) to:

Baker McKenzie

Tower One—International Towers Sydney

Level 46—100 Barangaroo Avenue

Sydney NSW 2000

Section 4.11     Governing Law . This Agreement, and any disputes arising out of or in connection therewith, shall be governed by and construed in accordance with English law, without reference to its principles of conflicts of law.

Section 4.12     Dispute Resolution .

(a) Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement (including its existence, validity, interpretation, breach, termination or enforcement as well as all matters relating to its negotiation, including pre-contractual liability) (each a “ Dispute ”) shall be referred to and finally settled by arbitration administered by the

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International Court of Arbitration of the International Chamber of Commerce (“ ICC Court ”) in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ ICC Rules ”) then in effect, except as they may be modified in this Agreement or by agreement of the parties.

(b) The arbitration shall be conducted by three arbitrators. To the extent the Dispute involves two parties to this Agreement, each party subject to the Dispute shall nominate an arbitrator within thirty (30) days after delivery of the request for arbitration and the two arbitrators so appointed shall nominate the third arbitrator, who shall be the president of the arbitral tribunal, within thirty (30) days of their appointment. Any arbitrator not nominated within the applicable time limits shall be appointed by the ICC Court.

(c) The seat of arbitration shall be New York, New York, and the language of the arbitration shall be English.

(d) By agreeing to arbitration, the parties do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a party to a court shall not be deemed a waiver of this agreement to arbitrate. The parties hereby consent to the non-exclusive jurisdiction of the courts of England with respect to applications for provisional remedies or interim or conservatory measures.

(e) The award rendered by the arbitral tribunal, which shall cover which party shall bear the costs of the arbitration, shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.

(f) The validity, construction and interpretation of this arbitration clause shall be governed by English law.

(g) The parties shall maintain strict confidentiality with respect to all aspects of the arbitration and shall not disclose the fact, conduct or outcome of the arbitration to any nonparties or non-participants, except to the extent required by law, court order or to the extent necessary to recognize, confirm or enforce the final award in the arbitration, enforce provisions of this arbitration clause, or seek provision remedies from a court of competent jurisdiction, without the prior written consent of all parties to the arbitration.

(h) The parties agree to opt out of the ICC Rules’ Expedited Procedure provisions.

(i) The parties agree that any arbitral tribunal appointed hereunder may exercise jurisdiction with respect to both this Agreement and the Coordination Agreement. The parties consent to the consolidation of arbitrations commenced hereunder and/or under the Coordination Agreement as follows. If two or more arbitrations are commenced hereunder and/or under the Coordination Agreement, any party named as claimant or respondent in any of these arbitrations may petition any arbitral tribunal appointed in these arbitrations for an order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal (a “ Consolidation Order ”). In deciding whether to make such a Consolidation Order, that arbitral tribunal shall consider whether the several arbitrations raise common issues of law or fact and whether to

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consolidate the several arbitrations would serve the interests of justice and efficiency. If before a Consolidation Order is made by an arbitral tribunal with respect to another arbitration, arbitrators have already been appointed in that other arbitration, their appointment terminates upon the making of such Consolidation Order and they are deemed to be functus officio . In the event of two or more conflicting Consolidation Orders, the Consolidation Order that was made first in time shall prevail.

Section 4.13     Specific Performance . It is hereby agreed and acknowledged that it may not be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party may be irreparably damaged and may not have an adequate remedy at law. Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 4.14     Acquisition of Shares.

(a) Any Company Shares acquired subsequent to the date hereof by a Shareholder shall be subject to the terms and conditions of this Agreement. For the avoidance of doubt, a Shareholder who acquires Company Shares subsequent to the date hereof shall not reacquire any rights previously lost under this Agreement as a result of a decrease in the amount of Company Shares beneficially owned by such Shareholder.

(b) Nothing in this Agreement shall in any way restrict or prohibit any activities of OTPP or its Affiliates, or require OTPP or its Affiliates to take (or not take) any action (including voting or not voting Company Shares), with respect to Company Shares:

(1) where such Company Shares are held in an index fund (or other similar investment) which invests in a broad basket of securities;

(2) where such Company Shares are acquired on behalf of OTPP or an Affiliate of OTPP by third-party investment managers with discretionary authority, or made by investment funds or other pooled investment vehicles in which OTPP or its Affiliates have invested as a passive investor with no power to direct the investments of such passive investments, and such investments are managed by third parties; or

(3) where the decision to acquire or dispose of any interest in such Company Shares on behalf of OTPP or an Affiliate of OTPP is undertaken by a portfolio company of OTPP or an Affiliate of OTTP that, in the ordinary course of business, provides market-maker, broker, trustee or nominee services, and where such decision is made in connection with the provision of such services.

[ Signature pages follow ]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

Exhibit 10.45

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of July 24, 2018, by and among Vanke Service (HongKong) Co., Limited ( 萬科物業服務 ( 香港 ) 有限公司 ), a Hong Kong limited company (“ Buyer ”), Cushman & Wakefield plc, a public limited company organized under the laws of England and Wales (the “ Company ”), and DTZ Investment Holdings LP, an English limited partnership (the “ Consortium Shareholder ”).

WHEREAS, an initial public offering (the “ IPO ”) of the ordinary shares, nominal value $0.10 per share (the “ Ordinary Shares ”), of the Company is contemplated, pursuant to a registration statement filed with the Securities and Exchange Commission (the “ Registration Statement ”);

WHEREAS, Buyer desires to subscribe for from the Company and the Company desires to issue and sell to Buyer the Primary Shares (as defined below) pursuant to the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the closing of the subscription and sale of the Primary Shares pursuant hereto is conditioned upon the closing of the IPO;

WHEREAS, as of the date hereof, a nominee of Computershare Trust Company, N.A., as depositary (the “ Depositary ”), holds all of the Company’s Ordinary Shares, except for ten Ordinary Shares held by DTZ Investment Holdings GenPar LLP (“ DTZ GP ”), acting in its capacity as general partner of the Consortium Shareholder;

WHEREAS, the Depositary has issued depositary receipts in respect of the Ordinary Shares held by its nominee to FTL Nominees 1 Limited and FTL Nominees 2 Limited (in each of their capacities as nominees on behalf of various Company management holders and DTZ GP, acting in its capacity as general partner of the Consortium Shareholder, respectively) pursuant to the Deposit Agreement, dated as of July 6, 2018 (the “ Deposit Agreement ”), among the Company, the Depositary, FTL Nominees 1 Limited, FTL Nominees 2 Limited and the Holders (as defined therein);

WHEREAS, the Primary Shares will be in the form of depositary receipts issued pursuant to, and in accordance with the terms of, the Deposit Agreement, eligible to be exchanged for Ordinary Shares to be held in “street name” (through banks, brokers and other financial institutions that are record holders) following the end of the applicable holding period in Rule 144 (“ Rule  144 ”) under the Securities Act of 1933, as amended (the “ Securities Act ”); and

WHEREAS, in order to secure the performance of the Company hereunder, on the date hereof, Buyer will be delivering to Company proof of funds issued by Bank of China (Hong Kong) Limited reasonably satisfactory to the Company (the “ Proof of Funds ”).

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth below, the parties hereto hereby agree as follows:

1. Sale of Primary Shares .

(a) Purchase and Sale . Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase from the Company, an aggregate number of depositary receipts in respect of Ordinary Shares to be held by the nominee of the Depositary (rounded up to the nearest whole share) equal to 4.9% of the total outstanding Ordinary Shares after giving effect to the issuance of the firm shares in the IPO (the “ Firm Primary Shares ”). The purchase price per Firm Primary Share to be paid by Buyer (the “ Price Per Share ”) is equal to the price per Ordinary Share paid by the public in the IPO (before giving effect to any underwriting discounts or commissions). The total purchase price to be paid by Buyer for the Firm Primary Shares is equal to (x) the number of Firm Primary Shares multiplied by (y) the Price Per Share (such product, the “ Firm Purchase Price ”).

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If and to the extent that the Representatives (as defined below) shall have determined to exercise, on behalf of the Underwriters (as defined below), the right to purchase additional shares (the “ Additional Shares ”) granted to the Underwriters (the “ Underwriters’ Option ”) in Section 2 of the Underwriting Agreement (the “ Underwriting Agreement ”) among Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “ Representatives ”) of the several underwriters named in Schedule I to such agreement (the “ Underwriters ”), and the Company, subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase from the Company, such additional number of depositary receipts in respect of Ordinary Shares to be held by the nominee of the Depositary, in the aggregate, as is necessary for the Buyer to purchase, in the aggregate under this Section 1(a), depositary receipts in respect of Ordinary Shares to be held by a nominee of the Depositary (rounded up to the nearest whole share) equal to 4.9% of the total outstanding Ordinary Shares after giving effect to the issuance of such Additional Shares in the IPO, the purchase of the Firm Primary Shares and any Additional Shares due to the exercise of the Underwriters’ Option (the “ Additional Primary Shares ” and, together with the Firm Primary Shares, the “ Primary Shares ”). The purchase price per Additional Primary Share to be paid by Buyer is the Price Per Share. The total purchase price to be paid by Buyer for the Additional Primary Shares is equal to (x) the number of Additional Primary Shares multiplied by (y) the Price Per Share (such product, the “ Additional Purchase Price ”).

(b) Closing . The closing of the sale and purchase of the Firm Primary Shares (the “ Closing ”) shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, or at such other place as shall be agreed upon by the parties hereto (the “ Closing Location ”), on the date that all of the conditions set forth in Section 4 of this Agreement are either satisfied or waived. At the Closing, Buyer shall deliver the Firm Purchase Price for the Firm Primary Shares, less the First Installment (as defined below) to the extent previously paid, to the Company, and the Company shall issue and deliver to Buyer such Firm Primary Shares to Buyer via depositary receipts registered in the name of Buyer, free and clear of all liens, claims or encumbrances (other than restrictions pursuant to applicable federal, state and foreign securities laws and the Shareholder Agreement (as defined below)).

The closing of the sale and purchase of the Additional Primary Shares (an “ Additional Closing ”) shall take place at the Closing Location upon the Company’s receipt of the applicable Subsequent Installment in accordance with Section 1(c)(i) (an “ Option Closing Date ”), provided that, in each case, all of the conditions set forth in Section 4 of this Agreement are either satisfied or waived. At such Option Closing Date, Buyer shall have delivered the Additional Purchase Price in accordance with Section 1(c)(i) for the Additional Primary Shares to be purchased, and the Company shall issue and deliver to Buyer such Additional Primary Shares to Buyer via depositary receipts registered in the name of Buyer, free and clear of all liens, claims or encumbrances (other than restrictions pursuant to applicable federal, state and foreign securities laws and the Shareholder Agreement).

(c) Installments; Payment of Purchase Price .

(i) The Buyer shall use its reasonable best efforts to initiate the following wire transfers, in each case to the account specified in Schedule I hereto with confirmation thereof reasonably satisfactory to the Company delivered concurrently therewith: (1) a wire transfer of immediately available funds equal to the total Firm Purchase Price as of the pricing of the IPO (the “ First Installment ”), (A) initiated by the Buyer as promptly as reasonably practicable, but no later than 5:00 p.m., Hong Kong time, on the first business day following Buyer’s receipt of written notice from the Company that the Company has entered into the Underwriting Agreement (which notice shall confirm the effectiveness of the Registration Statement and set forth the price per Ordinary Share to be paid by the public in the IPO and the total Firm Purchase Price), provided if such notice is received by Buyer prior to 9:00 a.m., Hong Kong time, on a business day, then initiated prior to 5:00 p.m., Hong Kong time, on the same business day as receipt of such notice, and (B) in any event received by the Company no later than 5:00 p.m., New York City time, on the third business day following Buyer’s receipt of such written notice from the Company, and (2) a wire transfer of immediately available funds equal to the Additional Purchase Price as of any exercise of the Underwriters’ Option (the “ Subsequent Installments ” and, together with the First Installment, the “ Installments ”), initiated by the Buyer as promptly as reasonably practicable, but no later than 5:00 p.m., Hong Kong time, on the business day following receipt by Buyer of written notice from the Company of the related Underwriters’ Option exercise notice (together with a copy of such exercise notice and a calculation setting forth the number of Additional Primary Shares to be purchased by Buyer and the amount of the applicable Additional Purchase

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Price), which the Company shall provide to Buyer as promptly as reasonably practicable following receipt from the Representatives of the related Underwriters’ Option exercise notice pursuant to Section 2 of the Underwriting Agreement, and in any event received by the Company no later than 5:00 p.m., New York City time, on the third business day following receipt by Buyer of such notice from the Company.

(ii) The Company shall keep Buyer reasonably informed of the Company’s IPO process and reasonably informed in advance of the expected timing of each of the events referred to in Section 1(c)(i). The Company agrees to hold the First Installment in accordance with the terms of this Agreement, and not to transfer the First Installment from the account specified in Schedule I hereto, in each case, pending the Closing or earlier release in accordance with Section 5(c).

2. Representations and Warranties .

2.1 Representations and Warranties of the Company . The Company represents and warrants to Buyer as follows:

(a) The Company has been duly organized and is validly existing as a company in good standing under the laws of England and Wales and has the corporate power and authority to own its properties and to conduct its business as described in the Time of Sale Prospectus (as defined in the Underwriting Agreement) and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(b) Each of the Company’s Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act) has been duly incorporated, organized or formed, is validly existing as a corporation or otherwise in good standing under the laws of the jurisdiction of its incorporation or organization (or formation (to the extent the concept of good standing is applicable in such jurisdiction), has the requisite power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent the concept of good standing is applicable in such jurisdiction), except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. All of the issued share capital of each subsidiary of the Company has been duly and validly authorized and issued, is fully paid and non-assessable (to the extent such concepts are applicable under relevant law) and is owned directly by the Company or a subsidiary of the Company, free and clear of all liens, encumbrances, equities or claims, except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. As used in this Agreement with respect to the Company, “subsidiaries” shall mean direct and indirect subsidiaries of the Company.

(c) This Agreement, the Deposit Agreement, the Registration Rights Agreement (as defined below) and the Shareholder Agreement (as defined below) have been duly and validly authorized by the Company. This Agreement and the Deposit Agreement have been duly executed and delivered by the Company and constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity.

(d) The outstanding Ordinary Shares have been duly authorized and are validly issued, fully paid and non-assessable, the Primary Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Deposit Agreement, will be validly issued and represent valid interests in the Ordinary Shares to be issued by the Company, which such Ordinary Shares underlying the Primary Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Deposit Agreement, will be validly issued, fully paid and non-assessable, and, upon deposit of such Ordinary Shares underlying the Primary Shares with the Depositary pursuant to the Deposit Agreement and the due execution by the Depositary of the Primary Shares, in accordance with the Deposit Agreement, the persons in whose name the Primary Shares are registered will be entitled to the rights specified in the Deposit Agreement.

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(e) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, including the issuance and sale of the Primary Shares, will not contravene any provision of applicable law or the memorandum or articles of association of the Company or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or other instrument binding upon the Company or any of its Significant Subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Significant Subsidiary, except in each case, as would not reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement.

(f) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may have already been obtained or made or be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Primary Shares, or except where the failure to obtain such consent, approval, authorization or order would not reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement.

(g) Within the six-month period prior to the date of this Agreement, other than in connection with the IPO, the Company has not offered any Primary Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under Regulation D under the Securities Act.

(h) Except for actions referred to in Section 2.1(g) above taken in connection with the IPO, the Company has not taken any action which could reasonably be expected to cause the sale of the Primary Shares to be sold by the Company to Buyer to fail to qualify as exempt from the registration requirements of the Securities Act.

(i) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its Significant Subsidiaries is a party or to which any of the properties of the Company or any of its Significant Subsidiaries is subject that would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement.

2.2 Representations and Warranties of the Consortium Shareholder . The Consortium Shareholder represents and warrants to Buyer as follows:

(a) The Consortium Shareholder has been duly organized and is validly existing as a limited partnership in good standing under the laws of England and Wales.

(b) The execution and delivery of, and the performance by the Consortium Shareholder of its obligations under, this Agreement has been duly and validly authorized by all necessary corporate, limited liability company or similar applicable action on the part of the Consortium Shareholder. This Agreement has been duly executed and delivered by the Consortium Shareholder and constitutes the valid and legally binding obligation of the Consortium Shareholder, enforceable against the Consortium Shareholder in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity.

(c) The execution and delivery by the Consortium Shareholder of, and the performance by the Consortium Shareholder of its obligations under this Agreement, the consummation of the transactions contemplated herein and compliance by the Consortium Shareholder with its obligations hereunder does not and will not contravene any provision of applicable law, or the certificate of incorporation or by laws or other organizational documents of the Consortium Shareholder, or any agreement or other instrument binding upon the Consortium Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Consortium Shareholder, except, in each case, as would not reasonably be expected to have a material adverse effect on the Consortium Shareholder’s ability to consummate the transactions contemplated hereby.

(d) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Consortium Shareholder of its obligations under this Agreement, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected to

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have a material adverse effect on the Consortium Shareholder’s ability to consummate the transactions contemplated hereby.

(e) There are no legal or governmental proceedings pending or, to the knowledge of the Consortium Shareholder, threatened to which the Consortium Shareholder is a party or to which any of its properties is subject that would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Consortium Shareholder’s ability to consummate the transactions contemplated hereby.

2.3 Buyer Representations . The Buyer represents and warrants to the Company and the Consortium Shareholder as follows:

(a) (i) Buyer has been duly organized and is validly existing as a limited company in good standing under the laws of Hong Kong and has the corporate power and authority to consummate the transactions contemplated hereby; (ii) the execution and delivery of, and the performance by the Buyer of its obligations under, this Agreement has been duly and validly authorized by all necessary corporate, limited liability company or similar applicable action on the part of the Buyer; and (iii) this Agreement has been duly executed and delivered by the Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity.

(b) The execution and delivery by the Buyer of, and the performance by the Buyer of its obligations under this Agreement, the sale and delivery of the Primary Shares, the consummation of the transactions contemplated herein and compliance by the Buyer with its obligations hereunder does not and will not contravene any provision of applicable law, or the certificate of incorporation or by laws or other organizational documents of the Buyer, or any agreement or other instrument binding upon the Buyer or the Primary Shares or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Buyer, except, in each case, as would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

(c) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Buyer of its obligations under this Agreement, except, in each case, such as may have already been obtained or made, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected to have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby.

(d) (i) It is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had a reasonable opportunity to discuss the Company’s business, management and financial affairs with the Company’s management; (iv) it is not purchasing the Primary Shares as the result of any form of general solicitation or general advertising or as a result of Buyer’s review of public filings by the Company; (v) it has conducted its own investigation of the Company and the Primary Shares, has exercised independent judgment in evaluating its purchase of the Primary Shares and has made its own assessment and has satisfied itself concerning any relevant tax and other economic considerations relevant to its purchase of the Primary Shares; and (vi) Buyer is an institutional account as defined in FINRA Rule 4512(c).

(e) This Agreement is made in reliance upon Buyer’s express representations, which it hereby represents and warrants to the Company, that (i) the Primary Shares being purchased by Buyer are being acquired for Buyer’s own account (and not on behalf of any other person or entity) for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Primary Shares or any portion thereof, (ii) Buyer was not organized for the specific purpose of acquiring the Primary Shares and (iii) the Primary Shares will not be sold by Buyer without registration under the Securities Act or applicable state securities laws, or an exemption therefrom.

(f) Buyer understands that the Primary Shares being purchased by Buyer hereunder have not been registered under the Securities Act, or any state securities laws and are instead being offered and sold in reliance on

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an exemption from such registration requirements. Buyer represents and warrants to the Company that, to Buyer’s knowledge, Buyer has not taken any action which could reasonably be expected to cause the sale of the Primary Shares to be sold by the Company to Buyer to fail to qualify as exempt from the registration requirements of the Securities Act. Buyer further understands that until such time as the Primary Shares shall have been registered under the Securities Act and applicable state securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the Company that such registration is not required, stop transfer instructions shall be issued to the Company’s transfer agent and any certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the Securities Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof.

Buyer further understands that Buyer’s representations and warranties hereunder will not preclude disposition of the Primary Shares without registration thereof, in compliance with Rule 144. Buyer understands and acknowledges, however, that there may not be available when Buyer wishes to sell the Primary Shares, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to Rule 144, and, therefore, compliance with the Securities Act or some other exemption from the registration and prospectus delivery requirements of the Securities Act may be required for any such offer or sale.

(g) Buyer is not a party to any contract, agreement or understanding with any person that would give rise to a valid claim for a brokerage commission, finder’s fee or like payment in connection with the purchase of the Primary Shares, whose fees would be payable by the Consortium Shareholder or the Company.

(h) Buyer acknowledges that none of the Company, the Consortium Shareholder or any other person has made any representations, warranties, agreements or undertakings with respect to the transactions contemplated by this Agreement other than those expressly set forth in this Agreement. Buyer acknowledges that none of the Company, the Consortium Shareholder or any other person has made any representation to Buyer about the advisability of the decision to purchase the Primary Shares or the potential future value of the Primary Shares. Buyer further represents and warrants to the Company and the Consortium Shareholder that, in executing and delivering this Agreement, it has not relied on any statement or representation made by any legal counsel or investment advisor to, or other agent of, any of the Company, the Consortium Shareholder or any other person.

(i) Buyer acknowledges that, in connection with the issue and purchase of the Primary Shares, Morgan Stanley & Co. LLC and its affiliates (“ Morgan Stanley ”) has not acted as financial advisor or fiduciary to Buyer. Buyer has conducted its own investigation of the Company and the Primary Shares and has not relied on any statements or other information provided by Morgan Stanley concerning the Company or the Primary Shares.

3. Reasonable Best Efforts; Filings . Subject to the terms and conditions of this Agreement, each of the Company, the Consortium Shareholder and the Buyer shall cooperate with each other and use (and shall cause its subsidiaries to use) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any government, court, regulatory or administrative agency, commission, arbitrator or authority or other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational (each, a “ Governmental Authority ”) or third party necessary, proper or advisable to consummate the transactions contemplated hereby, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby. Notwithstanding the foregoing, it is understood and agreed that no party shall be required to litigate with any Governmental Authority or to agree to any governmental conditions (including divestitures, hold separate arrangements, mitigation measures or other conduct relief).

4. Conditions to the Closing . The obligations of the Company, the Consortium Shareholder and Buyer hereunder are subject to the satisfaction or waiver (if permitted by applicable law) of the conditions set forth below on or before the Closing.

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(a) Conditions to Buyer’s Obligations . Buyer’s obligation to purchase the Primary Shares at the Closing or any Option Closing Date, as the case may be, is subject to the satisfaction or waiver by Buyer (if permitted by applicable law) of the following conditions:

(i) Representations and Warranties . The representations and warranties made by the Company and the Consortium Shareholder in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing or the applicable Option Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent such representations and warranties speak as of a specific date, which shall be true and correct as of such specific date).

(ii) Covenants . Each of the Company and the Consortium Shareholder shall have complied with or performed in all material respects its obligations required to be complied with or performed by them pursuant to this Agreement at or prior to the Closing or the applicable Option Closing Date.

(iii) Initial Public Offering . The Registration Statement shall have been declared effective and the IPO shall have closed.

(iv) IPO Proceeds . Gross proceeds from the issuance and sale of Ordinary Shares by the Company in the IPO shall not be less than $400,000,000.

(v) Registration Rights Agreement . The Company shall have executed and delivered a joinder to the Registration Rights Agreement, dated on or around the date of the closing of the IPO, by and among the Company and the shareholders of the Company who are party thereto, becoming a Holder (as defined therein) thereunder, in accordance therewith, substantially in the form attached as Exhibit  A hereto (the “ Registration Rights Agreement ”).

(vi) Shareholder Agreement . The Company shall have executed and delivered the Shareholder Agreement substantially in the form attached as Exhibit  B hereto (the “ Shareholder Agreement ”).

(vii) No Restraints . No temporary or permanent outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Authority imposed upon any of the parties hereto, in each case, by or before any Governmental Authority shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority shall be in effect enjoining or otherwise prohibiting consummation of the transactions contemplated hereby (collectively, “ Restraints ”).

(viii) United Kingdom Stamp Duty . Clearance from HM Revenue & Customs, reasonably satisfactory to the Buyer, in response to the revised clearance application submitted by the Company to HM Revenue & Customs on July 23, 2018, shall have been obtained.

(b) Conditions to the Company’s Obligations . The Company’s obligation to issue and sell the Primary Shares at the Closing or any Option Closing Date, as the case may be, is subject to the satisfaction or waiver by the Company (if permitted by applicable law) of the following conditions:

(i) Representations and Warranties . The representations and warranties made by Buyer in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing or the applicable Option Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent such representations and warranties speak as of a specific date, which shall be true and correct as of such specific date).

(ii) Covenants . The Buyer shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing or the applicable Option Closing Date.

(iii) Initial Public Offering . The Registration Statement shall have been declared effective and the IPO shall have closed.

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(iv) Registration Rights Agreement . The Buyer shall have executed and delivered a joinder to the Registration Rights Agreement.

(v) Shareholder Agreement . Buyer shall have executed and delivered the Shareholder Agreement, and the Buyer’s indirect parent company, China Vanke Co., Ltd., shall have executed in a legally binding manner and delivered a letter agreement in form reasonably satisfactory to the Company agreeing to be bound by the standstill restrictions and certain other provisions in the Shareholder Agreement.

(vi) No Restraints . No Restraints shall be in effect enjoining or otherwise prohibiting consummation of the transactions contemplated hereby.

(vii) United Kingdom Stamp Duty . Clearance from HM Revenue & Customs, reasonably satisfactory to the Company, in response to the revised clearance application submitted by the Company to HM Revenue & Customs on July 23, 2018, shall have been obtained.

(viii) Lock-Up Agreement . The Buyer shall have executed and delivered to the Company the lock-up agreement in the form attached as Exhibit  C hereto as agreed upon by the Buyer and the Underwriters.

(ix) FINRA Questionnaire . The Buyer shall have completed, executed and delivered to the Company the Financial Industry Regulatory Authority questionnaire in the form delivered to Buyer by the Underwriters.

(x) Proof of Funds; Installment . The Buyer shall have (1) delivered to the Company the Proof of Funds reasonably satisfactory to the Company and (2) paid each applicable Installment to the Company in accordance with Section 1(c)(i).

5. Termination . (a) This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(i) By the mutual written consent of the Company and the Buyer;

(ii) By either the Company or the Buyer upon written notice to the other, if (x) the Underwriting Agreement is terminated in accordance with its terms, pursuant to Section 9 thereof, or (y) the Closing should not have occurred on or prior to the later of August 31, 2018 and the date that is five business days after the closing of the IPO (such date, the “ Termination Date ”); provided, that the right to terminate this Agreement under this Section 5(a)(ii)(y) shall not be available to any party if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its obligations under this Agreement has been a principal cause of or primarily resulted in the failure of the Closing to occur;

(iii) By either the Company or the Buyer if any Restraint enjoining or otherwise prohibiting consummation of the transactions contemplated hereby shall be in effect and shall have become final and nonappealable prior to the Closing; provided that the party seeking to terminate this Agreement pursuant to this Section 5(a)(iii) shall have used the required efforts to cause the conditions to Closing to be satisfied in accordance with Section 3;

(iv) By the Buyer, if the Company or the Consortium Shareholder shall have breached any of their respective representations or warranties or failed to perform any of their respective covenants or agreements set forth in this Agreement, which breach or failure to perform (x) would give rise to the failure of a condition set forth in Section 4(a)(i) or Section 4(a)(ii) and (y) is incapable of being cured prior to the Termination Date, or if capable of being cured, shall not have been cured within the earlier of five (5) calendar days following receipt by the Company or the Consortium Shareholder, as applicable, of written notice of such breach or failure to perform from the Buyer stating the Buyer’s intention to terminate this Agreement pursuant to this Section 5(a)(iv) and the basis for such termination and the Termination Date; provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 5(a)(iv) if the Buyer is then in material breach of any of its representations, warranties, covenants or agreements hereunder which breach would give rise to the failure of a condition set forth in Section 4(b)(i) or Section 4(b)(ii);

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(v) By the Company, if the Buyer shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (x) would give rise to the failure of a condition set forth in Section 4(b)(i) or Section 4(b)(ii) and (y) is incapable of being cured prior to the Termination Date, or if capable of being cured, shall not have been cured within the earlier of five (5) calendar days following receipt by the Buyer of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 5(a)(v) and the basis for such termination and the Termination Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 5(a)(v) if the Company or the Consortium Shareholder is then in material breach of any of its representations, warranties, covenants or agreements hereunder which breach would give rise to the failure of a condition set forth in Section 4(a)(i) or Section 4(a)(ii); or

(vi) By the Company, upon prior written notice to Buyer, if (x) Buyer shall have failed to initiate the wire transfer for the First Installment to the Company or provide confirmation thereof reasonably satisfactory to the Company by 5:00 p.m., Hong Kong time, on the business day following the applicable time specified in Section 1(c)(i); provided that the termination right under this Section 5(a)(vi)(x) may not be exercised after the Company has received evidence reasonably satisfactory to it that the wire transfer for the First Installment has been irrevocably initiated by Buyer, or (y) the Company has not received the First Installment by 5:00 p.m., New York City time, on the business day following the applicable time specified in Section 1(c)(i); provided that the termination right under this Section 5(a)(vi)(y) may not be exercised after the First Installment has been received by the Company.

As to any Additional Closing, the Company may terminate the parties’ respective obligations to purchase and sell the applicable Additional Primary Shares at such Additional Closing, upon prior written notice to Buyer, if (x) Buyer shall have failed to initiate the wire transfer for the applicable Subsequent Installment that was to be paid to the Company in respect of such Additional Closing or provide confirmation thereof reasonably satisfactory to the Company within one business day after the applicable time specified in Section 1(c)(i); provided that the termination right under this Section 5(a)(x) may not be exercised with respect to such Additional Closing after the Company has received evidence reasonably satisfactory to it that the wire transfer for such Subsequent Installment has been irrevocably initiated by Buyer, or (y) the Company has not received such Subsequent Installment within one business day after the applicable time specified in Section 1(c)(i); provided that the termination right under this Section 5(a) may not be exercised with respect to such Additional Closing after such Subsequent Installment has been received by the Company.

(b) Effect of Termination . If this Agreement is terminated by the parties hereto in accordance with Section 5(a) hereof, this Agreement shall become void and of no further force and effect and there shall be no liability on the part of any party hereto to any other party, except that the provisions of this Section 5(b) (Effect of Termination), Section 5(c) (Treatment of the First Installment), and Sections 9 through 23 shall remain in full force and effect and any such termination shall not preclude any party hereto from suing any other party for any willful breach of this Agreement prior to such termination.

(c) Treatment of the First Installment . If, at any time after the First Installment has been paid to the Company, this Agreement is terminated in any circumstance, then the Company shall promptly return the First Installment to the Buyer within three (3) business days following such termination by wire transfer of immediately available funds to an account designated in writing by the Buyer, provided that the Company shall be entitled to retain an amount equal to 15% of the First Installment if this Agreement is terminated:

(i) by the Company in accordance with Section 5(a)(iii) and the imposition of such Restraint has principally arisen or resulted from a breach hereof by Buyer (provided it shall not be deemed to be a breach of this Agreement by Buyer if any Governmental Authority outside the People’s Republic of China imposes a Restraint so long as Buyer’s representations and warranties in Section 2.3 are true and correct in all material respects and Buyer has complied with its obligations under Section 3); or

(ii) by the Company pursuant to Section 5(a)(ii) or Section 5(a)(v) in any circumstance where prior to such termination (1) the Closing shall not have occurred on or before the date required by Section 1(b) (Closing), (2) all of the conditions to Closing set forth in Section 4(a) (Conditions to Buyer’s Obligations) have been satisfied at the

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time of such termination if the Closing were held at the time of such termination (other than conditions that, either (A) by their nature, are to be satisfied at the Closing (and which are, at the time of termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) or (B) the failure of which to be satisfied is attributable to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (3) the Company has notified Buyer in writing that the Company is ready, willing and able to effect the Closing on the earlier of the Termination Date and the fifth (5th) business day following the date of delivery of such written notification by the Company (subject to Buyer curing by such time the failure of any condition in Section 4(b) attributable to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement); and (4) Buyer fails to consummate the Closing on the earlier of the Termination Date and the fifth (5th) business day following the date of delivery of such written notification by the Company.

The parties hereto acknowledge and agree that the Company’s retention of the First Installment, if permitted under this Section 5(c), is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company, in part, for the circumstances giving rise to the underlying termination of this Agreement, which amount would otherwise be impossible to calculate with precision; provided that the Company’s retention of the First Installment, if permitted under this Section 5(c), shall not cap or otherwise limit any of the Company’s other remedies that may be available under this Agreement in connection with the circumstances giving rise to such termination.

6. Survival . The representations and warranties contained herein shall survive the latter of the Closing and any Option Closing Date for a period of two years, at which time they shall terminate.

7. Prohibited Transferees . For a period of eighteen months after the date of the Closing, so long as the Buyer owns, directly or indirectly, all of the Ordinary Shares purchased by the Buyer hereunder on the Closing and any Option Closing Date, the Consortium Shareholder agrees not to sell, transfer or convey Ordinary Shares (or securities or receipts exchangeable for, convertible or exercisable into or evidencing Ordinary Shares) in a privately negotiated secondary transaction (a “ Privately Negotiated Secondary Transaction ”), for the avoidance of doubt, not to include underwritten block trades, marketed deals or transfers in connection with a transaction involving the Company, to (i) the persons and their respective subsidiaries named in Schedule II(1) hereto; and (ii) the persons only named in Schedule II(2) hereto.

8. Right of First Offer . (a) For a period of eighteen months after the date of the Closing, so long as the Buyer owns, directly or indirectly, all of the Ordinary Shares purchased by the Buyer hereunder on the Closing and any Option Closing Date, subject to receipt of required regulatory approvals and compliance with the standstill restrictions in the Shareholder Agreement, the Buyer shall have a right of first offer over any Ordinary Shares (or securities or receipts exchangeable for, convertible or exercisable into or evidencing Ordinary Shares) proposed to be transferred by the Consortium Shareholder in a Privately Negotiated Secondary Transaction (other than transfers of Ordinary Shares (or securities or receipts exchangeable for, convertible or exercisable into or evidencing Ordinary Shares) (1) to an affiliate of (x) the Consortium Shareholder or (y) a partner, member or equivalent of the Consortium Shareholder (provided such affiliate agrees to be bound by this Section 8), (2) subject, in the case of an in-kind distribution by the Consortium Shareholder only (and not an in-kind distribution by any other person following any such distribution in-kind by the Consortium Shareholder), to Section 19, as an in-kind distribution to any partner, member or equivalent of the Consortium Shareholder, (3) for the avoidance of doubt, made pursuant to a registered public offering (including any transfer to The Depository Trust Company or its nominee in connection therewith), or (4) for the avoidance of doubt, made pursuant to Rule 144 (including any transfer to The Depository Trust Company or its nominee in connection therewith), which shall be exercised in the following manner:

(i) The Consortium Shareholder shall provide the Buyer with written notice (an “ Offer Notice ”) of its desire to transfer such Ordinary Shares. The Offer Notice shall specify the number of Ordinary Shares Consortium Shareholder wishes to transfer, the proposed purchase price for such Ordinary Shares and any other terms and conditions material to the sale proposed by Consortium Shareholder;

(ii) The Buyer shall have a period of up to five (5) business days following receipt of the Offer Notice to elect to purchase (or to cause one or more of its controlled affiliates that has agreed to be subject to the Shareholder Agreement to purchase) all of such Ordinary Shares on the terms and conditions set forth in the Offer Notice by delivering to the Consortium Shareholder a written notice thereof, provided

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that, in connection with its receipt of the first Offer Notice only (the “ Initial Offer ”) (subject to the following sentence), under this Section 8, Buyer shall have the option to purchase either (x) all such Ordinary Shares or (y) not less than the greatest number of such Ordinary Shares that Buyer and its affiliates could acquire without them then owning (after giving effect to such acquisition) 10% or more of the total Ordinary Shares then outstanding. Each Offer Notice shall be deemed to be an Initial Offer until one of the following occurs: (A) Buyer elects to purchase any Ordinary Shares in response to an Offer Notice and such purchase is consummated or (B) Buyer elects not to purchase Ordinary Shares in response to such Offer Notice, and the Consortium Shareholder sells at least such number of Ordinary Shares subject to such Offer Notice that Buyer would have been permitted to elect to acquire pursuant to this Section 8(a)(ii) to a third party in compliance with clause (iv) below;

(iii) If the Buyer elects to purchase (or to cause one or more of its affiliates to purchase) all (or, only in the case of the Initial Offer, such elected portion) of the Ordinary Shares which are the subject of the proposed transfer within the applicable response period described above, such purchase shall be consummated within the later of (A) ten (10) business days after the date on which the Buyer notifies the Consortium Shareholder of such election or (B) five (5) business days after all required regulatory approvals have been obtained (and all statutory waiting periods have elapsed); and

(iv) If (x) the Buyer fails to elect to purchase all (or, only in the case of the Initial Offer, any portion) of the Ordinary Shares within the applicable response period described above or (y) the purchase has not been consummated on or prior to the date that is ninety (90) days after the date on which the Buyer notifies the Consortium Shareholder of its election, the Consortium Shareholder may transfer such Ordinary Shares (or, only in the case of the Initial Offer, such portion of the Ordinary Shares that Buyer has failed to elect to purchase) at any time within one hundred and eighty (180) days following such event at a price which is not less than the purchase price specified in the Offer Notice and on other terms and conditions no more favorable, in any material respect, to the transferee than those specified in the Offer Notice.

(b) In connection with the transfer of all or any portion of the Consortium Shareholder’s Ordinary Shares pursuant to this Section 8, the Consortium Shareholder shall only be required to represent and warrant as to its authority to sell, the enforceability of such agreement against the Consortium Shareholder, that the Ordinary Shares to be transferred are free and clear of any liens, claims or encumbrances (other than restrictions pursuant to applicable federal, state and foreign securities laws and the Shareholder Agreement), that it is the record and beneficial owner of such Ordinary Shares and that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to consummate the transfer and Buyer shall provide customary representations and warranties consistent with Section 2.3.

9. Public Announcements . No party hereto will issue or cause the publication of any press release or other public announcement (including any broad-based employee announcement) with respect to this Agreement, the Registration Rights Agreement, the Shareholder Agreement or the transactions contemplated hereby or thereby or any mutual consideration of potential business opportunities that the parties may undertake following the date hereof, without the prior written consent of the other parties hereto; provided, however, that, nothing herein will prohibit any party hereto from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, upon advice of counsel, required by applicable law, in which case the party making such determination will, if practicable in the circumstances, use its reasonable best efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

10. Waiver and Release . Buyer hereby (a) waives and releases any claim (whether for rescission, damages or otherwise) it may have against the Company, the Consortium Shareholder, any affiliate of any of the foregoing or any director, officer or agent of any of the foregoing (collectively, “ Company Parties ”) arising solely out of or based solely on the sale of the Primary Shares to Buyer being not exempt from registration or qualification under federal or state securities laws, (b) agrees not to, under any circumstances, exercise any right of rescission arising solely out of or based solely on the sale of the Primary Shares to Buyer being not exempt from registration or qualification under federal or state securities laws, and (c) if it is ultimately determined that the agreements and waivers contained in the preceding clauses (a) and (b) are unenforceable, irrevocably agrees to contribute to the Company any proceeds received by Buyer from the Company as a result of any rescission action brought by Buyer based solely on the sale

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of the Primary Shares to Buyer being not exempt from registration or qualification under federal or state securities laws; provided, however, that (a), (b) and (c) shall not apply and Buyer will be free to pursue any claim against the Company Parties and exercise any right of rescission arising out of or based on any aspect of the sale of the Primary Shares to Buyer not being exempt from registration or qualification under federal or state securities laws, in each case without any contribution obligation, if (i) any of the representations and warranties of the Company under Sections 2.1 (g) and (h) are not true and correct in all respects and/or (ii) there is any fraud by any of the Company Parties in connection with the transactions contemplated by this Agreement.

11. Expenses . Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

12. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Notices . Notices given hereunder shall be deemed to have been duly given, only if given in writing, and on (i) the date of personal delivery or by email or facsimile, or (ii) on the date one day after being delivered to a reputable overnight courier with proper delivery instructions, to the party being notified at his, her, or its address specified as follows or such other address as the addressee may subsequently notify the other party of in writing: if to the Buyer, 43/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong, China, Attention: Min Huang, Wingkit Chan; Email: huangm05@vanke.com, wingkitchan@vanke.com, with a copy (which copy shall not constitute notice) to Davis Polk & Wardwell, Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, Attention: Paul Chow, paul.chow@davispolk.com; if to the Company, Cushman & Wakefield plc, 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606, Attention: Brett Soloway, with a copy (which copy shall not constitute notice) to Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, Attention: Jeffrey Karpf, Paul M. Tiger, Email: jkarpf@cgsh.com, ptiger@cgsh.com, Fax: +1 212 225 3999; if to the Consortium Shareholder, (1) 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, Attention: Office of General Counsel, Telephone: (817) 871-4000, E-mail: officeofgeneralcounsel@tpg.com, (2) c/o 32/F, AIA Central, 1 Connaught Road Central, Hong Kong, Attention: Jon Lewis and Elaine Chen, Email: jlewis@pag.com and echen@pag.com, and (3) Ontario Teachers’ Pension Plan Board, 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada, Attention: Raju Ruparelia, E mail: raju_ruparelia@otpp.com law_investments@otpp.com, with copies (which copies in each case shall not constitute notice) to (1) 345 California Street, San Francisco, CA 94104, Attention: Adam Fliss, E-mail: afliss@tpg.com, (2) Fenwick & West LLP, Unit 908, 9th Floor, Kerry Parkside Office, No. 1155 Fang Dian Road, Pudong New Area, Shanghai 201204, People’s Republic of China, Attention: Niping Wu, Email: niping.wu@fenwick.com, (3) Baker McKenzie, Tower One—International Towers Sydney, Level 46—100 Barangaroo Avenue, Sydney NSW 2000, Australia, Attention: Michael Kunstler and Lewis Apostolou, E mail: michael.kunstler@bakermckenzie.com and lewis.apostolou@bakermckenzie.com, and (4) Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, Attention: Jeffrey Karpf, Paul M. Tiger, Email: jkarpf@cgsh.com, ptiger@cgsh.com, Fax: +1 212 225 3999.

14. Entire Agreement and Amendments . This Agreement, together with the Registration Rights Agreement and the Shareholder Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. No waiver shall be deemed a waiver of any subsequent breach or default.

15. Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

16. Dispute Resolution .

(a) Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement (including its existence, validity, interpretation, breach, termination or enforcement as well as all matters relating to its negotiation, including pre contractual liability) (each a “ Dispute ”) shall be referred to and finally settled by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (“ ICC

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Court ”) in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ ICC Rules ”) then in effect, except as they may be modified in this Agreement or by agreement of the parties.

(b) The arbitration shall be conducted by three arbitrators. To the extent the Dispute involves two parties to this Agreement, each party subject to the Dispute shall nominate an arbitrator within thirty (30) days after delivery of the Request for Arbitration and the two arbitrators so appointed shall nominate the third arbitrator, who shall be the president of the arbitral tribunal, within thirty (30) days of their appointment. Any arbitrator not nominated within the applicable time limits shall be appointed by the ICC Court.

(c) The seat of arbitration shall be New York, New York, and the language of the arbitration shall be English.

(d) By agreeing to arbitration, the parties do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a party to a court shall not be deemed a waiver of this agreement to arbitrate. The parties hereby consent to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York with respect to applications for provisional remedies or interim or conservatory measures.

(e) The award rendered by the arbitral tribunal, which shall cover which party shall bear the costs of the arbitration, shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.

(f) The parties shall maintain strict confidentiality with respect to all aspects of the arbitration and shall not disclose the fact, conduct or outcome of the arbitration to any nonparties or non-participants, except to the extent required by law, court order or to the extent necessary to recognize, confirm or enforce the final award in the arbitration, enforce provisions of this arbitration clause, or to seek provisional remedies from a court of competent jurisdiction, without the prior written consent of all parties to the arbitration.

(g) The parties agree to opt out of the ICC Rules’ Expedited Procedure provisions.

(h) The parties agree that any arbitral tribunal appointed hereunder may exercise jurisdiction with respect to both this Agreement and the Registration Rights Agreement and the Shareholder Agreement. The parties consent to the consolidation of arbitrations commenced hereunder and/or under the Registration Rights Agreement and the Shareholder Agreement as follows. If two or more arbitrations are commenced hereunder and/or under the Registration Rights Agreement and the Shareholder Agreement, any party named as claimant or respondent in any of these arbitrations may petition any arbitral tribunal appointed in these arbitrations for an order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal (a “ Consolidation Order ”). In deciding whether to make such a Consolidation Order, that arbitral tribunal shall consider whether the several arbitrations raise common issues of law or fact and whether to consolidate the several arbitrations would serve the interests of justice and efficiency. If before a Consolidation Order is made by an arbitral tribunal with respect to another arbitration, arbitrators have already been appointed in that other arbitration, their appointment terminates upon the making of such Consolidation Order and they are deemed to be functus officio . In the event of two or more conflicting Consolidation Orders, the Consolidation Order that was made first in time shall prevail.

(i) The parties agree that any damages payable hereunder shall be limited to direct and reasonably foreseeable “benefit of the bargain” damages and that no party shall be liable hereunder for damages that constitute consequential, indirect, special or punitive damages under applicable law or for damages for reputational harm.

17. Specific Performance . It is hereby agreed and acknowledged that it may be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party may be irreparably damaged and may not have an adequate remedy at law. Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in

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equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

18. Severability . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof.

19. Assignment . This Agreement may not be assigned by the Company, the Consortium Shareholder or the Buyer without the prior written consent of the other parties hereto; provided, that no such consent shall be required for the Consortium Shareholder to assign any or all of its rights and obligations hereunder in connection with it distributing Ordinary Shares in-kind to its limited partners; provided, further, that the Consortium Shareholder agrees not to effect any such distribution in-kind unless such limited partners execute a counterpart to this Agreement and become subject to the terms of this Agreement applicable to the Consortium Shareholder.

20. Captions . Captions are for convenience only and are not deemed to be part of this Agreement. All references herein to numbered Sections are to Sections of this Agreement unless otherwise indicated.

21. Counterparts . This Agreement may be executed by pdf and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. Further Assurances . The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

23. Third Party Beneficiary . Morgan Stanley is a third-party beneficiary of, and is permitted to rely on, the representations and warranties contained in Section 2.3(d) and Section 2.3(i) in this Agreement.

24. Business Day . For purposes of this Agreement, references to “business day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York or Hong Kong are authorized or required by applicable law to be closed.

25. Subscription of Shares . For purposes of this Agreement, references to the “purchase and sale” of the Primary Shares or any similar formulation shall, unless the context otherwise requires, be references to a subscription for and issue of such Primary Shares.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, this Purchase Agreement has been executed as of the date and year first above written.

[Signature Page to Purchase Agreement]

IN WITNESS WHEREOF, this Purchase Agreement has been executed as of the date and year first above written.

[Signature Page to Purchase Agreement]

IN WITNESS WHEREOF, this Purchase Agreement has been executed as of the date and year first above written.

[Signature Page to Purchase Agreement]

Schedule I

to

Purchase Agreement

Wire Instructions

Schedule II

to

Purchase Agreement

Prohibited Transferees

Exhibit A

to

Purchase Agreement

Registration Rights Agreement

Exhibit B

to

Purchase Agreement

Shareholder Agreement

Exhibit C

to

Purchase Agreement

Lock-Up Agreement

Exhibit 10.46

SHAREHOLDER AGREEMENT

BY AND BETWEEN

CUSHMAN & WAKEFIELD PLC

AND

VANKE SERVICE (HONGKONG) CO., LIMITED

D ATED AS OF A UGUST     , 2018

TABLE OF CONTENTS

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This SHAREHOLDER AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of August     , 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 ”).

RECITALS

WHEREAS, pursuant to the terms and subject to the conditions set forth in a Purchase Agreement, dated July 24, 2018 (the “ Purchase Agreement ”), by and among the Shareholder, the Company and DTZ Investment Holdings LP, an English limited partnership (“ DTZ LP ”), the Shareholder agreed to purchase from the Company and the Company agreed to issue and sell to the Shareholder the Primary Shares (as defined in the Purchase Agreement) in the form of depositary receipts issued pursuant to, and in accordance with the terms of, the Deposit Agreement;

WHEREAS, on August     , 2018, the Company priced an initial public offering (the “ IPO ”) of the Company’s ordinary shares, nominal value $0.10 per share (the “ Ordinary Shares ”), pursuant to an Underwriting Agreement, dated August     , 2018;

WHEREAS, as of the date of the Purchase Agreement, a nominee of Computershare Trust Company, N.A., as depositary (the “ Depositary ”), held all of the Company’s Ordinary Shares, except for ten Ordinary Shares held by DTZ Investment Holdings GenPar LLP (the “ LLP ”), acting in its capacity as general partner of DTZ LP.

WHEREAS, prior to the date of the Purchase Agreement, the Depositary issued depositary receipts in respect of the Ordinary Shares held by its nominee to FTL Nominees 1 Limited and FTL Nominees 2 Limited (in each of their capacities as nominees on behalf of various Company management holders and the LLP, acting in its capacity as general partner of DTZ LP, respectively) pursuant to the Deposit Agreement, dated as of July 6, 2018 (the “ Deposit Agreement ”), among the Company, the Depositary, FTL Nominees 1 Limited, FTL Nominees 2 Limited and the Holders (as defined therein).

WHEREAS, in connection with the Shareholder’s acquisition of the Primary Shares and in consideration of the Company’s willingness to enter into the Registration Rights Agreement (as defined in the Purchase Agreement) with the Shareholder, the parties hereto desire to provide for certain information and other rights, and to provide for certain limitations on the conduct of the Shareholder, including with respect to certain transfer restrictions and standstill provisions.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1     Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Action ” means any pending or threatened legal or administrative proceeding, suit, investigation, arbitration or action.

“ Affiliate ” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through beneficial ownership of voting securities, by contract or otherwise.

“ Affiliated Person ” means a Person and all of its respective partners, principals, directors, officers, members, managers, managing directors, advisors, consultants and employees, Affiliates, or any officer of the Company that is an Affiliate of such Person.

“ Agreement ” has the meaning set forth in the Preamble.

“ beneficially own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York, New York.

“ Closing ” means the closing of the IPO.

“ Company ” has the meaning set forth in the Preamble.

“ Company Articles ” means the articles of association of the Company in effect on the date hereof, as may be amended from time to time.

“ Company Shares ” means (i) all Ordinary Shares outstanding at the time of determination, (ii) all Ordinary Shares issuable upon exercise, conversion or exchange of any option, warrant or convertible security and (iii) all Ordinary Shares directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization.

“ Confidential Information ” has the meaning set forth in Section 3.6(b).

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“ Consolidation Order ” has the meaning set forth in Section 3.13(h).

“ Depositary ” has the meaning set forth in the Recitals.

“ Deposit Agreement ” has the meaning set forth in the Recitals.

“ Dispute ” has the meaning set forth in Section 3.13(a).

“ DTZ LP ” has the meaning set forth in the Recitals.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Furnishing Parties ” has the meaning set forth in Section 3.6(b).

“ ICC Court ” has the meaning set forth in Section 3.13(a).

“ ICC Rules ” has the meaning set forth in Section 3.13(a).

“ IPO ” has the meaning set forth in the Recitals.

“ Member of the Immediate Family ” means, with respect to an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such individual is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee and so long as such trustee is reasonably satisfactory to the Company, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

“ Other Investors ” means (i) TPG Drone Investment, L.P. and TPG Drone Co Invest, L.P., together with their respective Affiliates, (ii) PAGAC Drone Holding I LP, together with its Affiliates, (iii) 2339532 Ontario Limited and Ontario Teachers’ Pension Plan Board, together with their respective Affiliates, and (iv) DTZ LP.

“ Ordinary Shares ” has the meaning set forth in the Recitals.

“ Permitted Transferee ” means, with respect to any Person, any Affiliate of such Person.

“ Person ” means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or government or any agency or political subdivision thereof.

“ Purchase Agreement ” has the meaning set forth in the Recitals.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Restricted Period ” has the meaning set forth in Section 3.3.

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“ SEC ” means the U.S. Securities and Exchange Commission or any successor thereof.

“ Shareholder ” has the meaning set forth in the Preamble.

“ Shareholder Parties ” means the Shareholder and each Permitted Transferee of the Shareholder to whom Company Shares are transferred pursuant to Section 3.2(b)(i).

“ Subsidiary ”, when used with respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which (x) securities or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) or (y) sufficient voting rights to elect at least a majority of the board of directors or other governing body are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“ Transfer ” by any Person means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or transfer (by the operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by the operation of law or otherwise), of any interest in any equity securities beneficially owned by such Person.

Section 1.2     Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

The words “ hereof ,” “ herein ,” “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.

The term “ including ” is not limiting and means “ including without limitation .”

The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to the other party to this Agreement that as of the date such party executes this Agreement:

Section 2.1     Existence; Authority; Enforceability . Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein,

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have been authorized by all necessary action on the part of its board of directors (or equivalent) and shareholders (or other holders of equity interests), if required, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.

Section 2.2     Absence of Conflicts . The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party, (b) result in any violation, breach, conflict, default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or an event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected, or (c) violate, in any material respect, any law applicable to such party.

Section 2.3     Consents . Other than as expressly required herein or any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

ARTICLE III

GENERAL PROVISIONS

Section 3.1     Standstill . The Shareholder agrees that for a period of eighteen months from the date of this Agreement, the Shareholder shall not, and shall cause its controlled Affiliates to not, alone or with others, in any manner, directly or indirectly, unless approved in writing by the Company, acting in accordance with the due approval of the Board: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist (including, without limitation, through the provision of financing) any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (i) any acquisition of beneficial ownership (as such term is defined under the Exchange Act) of any securities of the Company or securities or rights convertible into or exchangeable for any securities of the Company in excess of the Company Shares that Shareholder is required to acquire under Section 1 of the Purchase Agreement, (ii) any acquisition of all or substantially all of the assets of the Company or any of its businesses, (iii) any tender or exchange offer involving the securities of the Company, (iv) any merger, other business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or (v) any “solicitation” of “proxies” (as such terms are used under the Exchange Act) or consents with respect to any voting securities of the Company; (b) form, join or in any way participate in a “group” (as such term is used under the Exchange Act) with respect to any securities of the Company; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or

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policies of the Company; (d) take any action that would reasonably be expected to require the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into discussions or arrangements with any third party with respect to any of the matters set forth in clauses (a) through (d) above. Notwithstanding the foregoing, (x) Shareholder shall be permitted to make confidential proposals to the Board or any or all of the Other Investors that, in and of themselves, will not require a public announcement, (y) in the event any person or group (other than the Shareholder and the Other Investors) publicly announces a bona fide tender or exchange offer involving the securities of the Company, publicly makes a bona fide proposal regarding any merger or other business combination or extraordinary transaction with respect to the Company or publicly announces it has acquired beneficial ownership of 15% or more of the outstanding Company Shares, the restrictions set forth in this Section 3.1 shall lapse and terminate unless the Company takes appropriate action in response thereto within ten (10) Business Days following such event (which shall include, but does not necessarily require, adoption of a shareholder rights plan or implementation of other measures), and (z) in the event the Company consummates a primary offering of Company Shares during the term of the standstill contemplated by this Section 3.1, the Shareholder shall be permitted to consummate one or more brokered transactions through any securities exchange on which the Company Shares are then listed to acquire beneficial ownership of additional Company Shares in order to return its total beneficial ownership of Company Shares to the percentage beneficial ownership interest it held immediately prior to such offering.

Section 3.2     Transfer Restrictions . (a) Except as otherwise permitted in Section 3.2(b), the Shareholder Parties shall not (1) Transfer any Company Shares (including, for the avoidance of doubt, but not limited to, the Primary Shares) or (2) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss which results from a decline in the market price of, any Company Shares, or otherwise establish or increase, directly or indirectly, a put equivalent position, as defined in Rule 16a-1(h) under the Exchange Act, with respect to any of the Company Shares or any other capital stock of the Company.

(b) Notwithstanding Section 3.2(a), but subject to Section 3.3, the Shareholder Parties shall be permitted to Transfer all or any portion of their Company Shares at any time (except as noted in clause (ii) below) under the following circumstances:

(i) Transfers to any Permitted Transferees of the Shareholder or a Shareholder Party, but only if the transferee agrees in writing prior to such Transfer for the express benefit of the Company (in form and substance reasonably satisfactory to the Company and with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement and if the transferee and the transferor agree for the express benefit of the Company that the transferee shall Transfer the Company Shares so Transferred back to the transferor at or before such time as the transferee ceases to be a Permitted Transferee of the transferor;

(ii) Transfers following the expiration of the Restricted Period, provided that in no event shall the Shareholder and its related Shareholder Parties (as a group) be permitted to Transfer, in any single Transfer or series of related Transfers to any person or group to the extent that, immediately following such Transfer or series of related

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Transfers, such person or group (together with its Affiliated Persons) would beneficially own five percent (5%) or more of the Company Shares outstanding at such time, except in connection with an underwritten offering of Company Shares or a brokered transaction pursuant to Rule 144 under the Exchange Act, in each case in which the counterparty is not identified; and

(iii) Transfers that have been approved in writing by the Company, acting in accordance with the due approval of the Board.

(c) Any attempted Transfer in violation of this Section 3.2 shall be null and void ab initio .

Section 3.3     Lock-Up Agreement . The Shareholder hereby agrees that, unless approved in writing by the Company, acting in accordance with the due approval of the Board, it will not, for (x)12 months, with respect to 50% of Shareholder’s Primary Shares, and (y) 18 months, with respect to the remaining 50% of Shareholder’s Primary Shares, in each case after the date of the Closing (collectively, the “ Restricted Period ”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Company Shares beneficially owned, by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for the Company Shares, or publicly announce its intention to enter into any such transaction, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or such other securities, in cash or otherwise.

Section 3.4     Information Rights . Following the Closing, solely to the extent the Company is not current in its, or subject to, periodic SEC reporting obligations, the Company agrees to provide the Shareholder with the following:

(a) within 90 days after the end of each fiscal year of the Company, (A) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, (B) an audited, consolidated income statement of the Company and its Subsidiaries for such fiscal year and (C) an audited, consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal year;

(b) within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (A) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, (B) an unaudited, consolidated income statement of the Company and its Subsidiaries for such fiscal quarter and (C) an unaudited, consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal quarter; and

(c) reasonable access, to the extent reasonably requested by the Shareholder and at the sole expense of the Shareholder, to discuss with the Company’s officers, all upon reasonable notice, no more than quarterly, the consolidated financial statements provided pursuant to this Section 3.4; provided that any discussion pursuant to this Section 3.4 shall be conducted in a

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manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;

provided that, solely in the case of clause (c) above, the Company shall not be obligated to provide such access or materials if the Company determines, in its reasonable judgment, that doing so could (1) materially violate applicable law, an applicable order or a contract or obligation of confidentiality owing to a third party, (2) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, or (3) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries will be required to provide any information or material that relates to, contains or reflects any analyses, studies, notes, memoranda and other information related to or prepared in connection with any of this Agreement, the Registration Rights Agreement, the Purchase Agreement, or any matters relating thereto or any transactions with or matters relating to any of the Shareholder or its respective Affiliates.

Section 3.5     Assignment; Benefit .

(a) All rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto; provided that the Company shall be permitted to assign its rights and obligations hereunder to any successor entity. Any attempted assignment of rights or obligations in violation of this Section 3.5 shall be null and void.

(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns; provided that person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

Section 3.6     Confidentiality .

(a) The Shareholder agrees that it will use the Confidential Information solely for the purpose of monitoring, managing and reporting (as such reporting is required by applicable law and regulations, including stock exchange requirements, or by applicable accounting principles) its investment in the Company and will use reasonable precautions in accordance with its established procedures to keep such information confidential, subject to disclosure permitted by Section 3.6(c)-(d); provided , however , that any such information may be disclosed to the Shareholder’s Affiliated Persons who need to know such information for the purpose of monitoring, managing and reporting the Shareholder’s investment in the Company (it being understood that such Affiliated Persons shall be informed by the Shareholder of the confidential nature of such information and agree to abide by these confidentiality provisions); provided , that the Shareholder shall be responsible for any breach of this Agreement that results from the actions or omissions of the Shareholder’s Affiliated Persons.

(b) The term “ Confidential Information ” means (i) all information related to the Company and its Affiliates provided to the Shareholder hereunder or in connection with its investment in the Company by or on behalf of the Company or its Affiliates (the “ Furnishing Parties ”), and (ii) all analyses developed by the Shareholder using any information specified

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under clause (i) above. The term “Confidential Information” shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by the Shareholder or its Affiliated Persons in violation of this Agreement, (B) was within the Shareholder’s possession prior to its being furnished to it by a Furnishing Party or its representatives, provided that the source of such information was not known by the Shareholder to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to a Furnishing Party or any other party with respect to such information or (C) is or becomes available to the Shareholder on a non-confidential basis from a source other than a Furnishing Party or their respective representatives, provided that such source is not known by the Shareholder to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to a Furnishing Party, or any other party with respect to such information.

(c) The Shareholder and its Affiliated Persons shall be permitted to disclose Confidential Information to the extent required or requested by any governmental authority or pursuant to judicial process or applicable law and regulations, including stock exchange or securities law requirements, provided that the Shareholder, to the extent legally permissible and reasonably practicable, shall have notified the Company of such obligation and, in the case of securities law or stock exchange disclosure requirements, shall have consulted with the Company in good faith with respect to such disclosure giving due regard to the reasonable comments of the Company and, in the case of disclosure required by judicial process, shall have cooperated with any reasonable efforts by the Company to seek an appropriate protective order or similar relief and shall have used its reasonable efforts to minimize the scope of Confidential Information that is disclosed.

(d) The Shareholder and its Affiliated Persons shall be entitled to provide Confidential Information to (i) any potential transferee (provided such Transfer would not be in violation of the terms of this Agreement and such potential transferee agrees to be bound by a confidentiality agreement consistent with the terms hereof) or (ii) any rating agency or any financial institution providing credit to the Shareholder or its Affiliated Persons, so long as the rating agency or financial institution is advised of the confidential nature of such information.

(e) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 3.6 shall survive termination of this Agreement with respect to matters arising before or after such termination, and shall remain in full force and effect until two years following the Closing or such earlier time as such provisions are explicitly waived and revoked by the Company in writing.

Section 3.7     Termination . This Agreement shall terminate automatically upon the date that the Shareholder ceases to beneficially own at least 2.5% of the outstanding Company Shares; provided that the provisions of Sections 3.1 and 3.6 shall survive any such termination in accordance with their respective terms.

Section 3.8     Severability . In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 3.9     Entire Agreement; Amendment .

(a) This Agreement, together with the Purchase Agreement and the Registration Rights Agreement, sets forth the entire understanding and agreement between the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This Agreement or any provision hereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by the Company and the Shareholder.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 3.10     Counterparts . This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

Section 3.11     Notices . Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice shall be deemed to have been duly given, made or delivered (a) on the date received, if delivered by personal hand delivery, (b) on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00 p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other than a Business Day, on the first Business Day thereafter and (c) two (2) Business Days after being sent by air courier guaranteeing overnight delivery), at the following addresses (or at such other address as shall be specified by like notice):

If to the Company to:

Cushman & Wakefield plc

225 West Wacker Drive, Suite 3000

10

Chicago, Illinois 60606

Attention:        General Counsel

E-mail:            brett.soloway@cushwake.com

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

If to the Shareholder to:

Vanke Service (HongKong) Co., Limited

3/F, Bank of China Tower

1 Garden Road, Central

Hong Kong, China

Attention:        Min Huang, Wingkit Chan

Email:              huangm05@vanke.com, wingkitchan@vanke.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road, Central

Section 3.13     Jurisdiction .

(a) Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement (including its existence, validity, interpretation, breach, termination or enforcement as well as all matters relating to its negotiation, including pre contractual liability) (each a “ Dispute ”) shall be referred to and finally settled by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (“ ICC Court ”) in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ ICC Rules ”) then in effect, except as they may be modified in this Agreement or by agreement of the parties.

(b) The arbitration shall be conducted by three arbitrators. To the extent the Dispute involves two parties to this Agreement, each party subject to the Dispute shall nominate an

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arbitrator within thirty (30) days after delivery of the Request for Arbitration and the two arbitrators so appointed shall nominate the third arbitrator, who shall be the president of the arbitral tribunal, within thirty (30) days of their appointment. Any arbitrator not nominated within the applicable time limits shall be appointed by the ICC Court.

(c) The seat of arbitration shall be New York, New York, and the language of the arbitration shall be English.

(d) By agreeing to arbitration, the parties do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a party to a court shall not be deemed a waiver of this agreement to arbitrate. The parties hereby consent to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York with respect to applications for provisional remedies or interim or conservatory measures.

(e) The award rendered by the arbitral tribunal, which shall cover which party shall bear the costs of the arbitration, shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.

(f) The parties shall maintain strict confidentiality with respect to all aspects of the arbitration and shall not disclose the fact, conduct or outcome of the arbitration to any nonparties or non-participants, except to the extent required by law, court order or to the extent necessary to recognize, confirm or enforce the final award in the arbitration, enforce provisions of this arbitration clause, or to seek provisional remedies from a court of competent jurisdiction, without the prior written consent of all parties to the arbitration.

(g) The parties agree to opt out of the ICC Rules’ Expedited Procedure provisions.

(h) The parties agree that any arbitral tribunal appointed hereunder may exercise jurisdiction with respect to both this Agreement and the Registration Rights Agreement and the Purchase Agreement. The parties consent to the consolidation of arbitrations commenced hereunder and/or under the Registration Rights Agreement and the Purchase Agreement as follows. If two or more arbitrations are commenced hereunder and/or under the Registration Rights Agreement and the Purchase Agreement, any party named as claimant or respondent in any of these arbitrations may petition any arbitral tribunal appointed in these arbitrations for an order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal (a “ Consolidation Order ”). In deciding whether to make such a Consolidation Order, that arbitral tribunal shall consider whether the several arbitrations raise common issues of law or fact and whether to consolidate the several arbitrations would serve the interests of justice and efficiency. If before a Consolidation Order is made by an arbitral tribunal with respect to another arbitration, arbitrators have already been appointed in that other arbitration, their appointment terminates upon the making of such Consolidation Order and they are deemed to be functus officio . In the event of two or more conflicting Consolidation Orders, the Consolidation Order that was made first in time shall prevail.

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Section 3.14     Specific Performance . It is hereby agreed and acknowledged that it may be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party may be irreparably damaged and may not have an adequate remedy at law. Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 3.15     Subsequent Acquisition of Shares . Any Company Shares acquired subsequent to the date hereof by the Shareholder shall be subject to the terms and conditions of this Agreement. For the avoidance of doubt, if the Shareholder acquires Company Shares subsequent to the date hereof, the Shareholder shall not reacquire any rights previously lost under this Agreement as a result of a decrease in the amount of Company Shares beneficially owned by the Shareholder.

[ Signature pages follow ]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

[Signature Page to Shareholder Agreement]

[Signature Page to Shareholder Agreement]