Colliers International Group Inc 6-K, filed Apr 21, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: April 2021

Commission file number 001-36898

COLLIERS INTERNATIONAL GROUP INC.

(Translation of registrant’s name into English)

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada

M5S 2B4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F [ ]	Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes [ ]	No [X]

If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b): N/A

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	COLLIERS INTERNATIONAL GROUP INC.
Date: April 21, 2021	/s/ Christian Mayer
	Name: Christian Mayer
	Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Registration Rights Agreement between Colliers International Group Inc. and Henset Capital Inc.<br>dated April 16, 2021
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99.2	Sixth Amendment to Second Amended and Restated Credit Agreement dated April 1, 2021
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99.3	Trust Agreement between Jay S. Hennick, Henset Capital Inc., Colliers International Group Inc.<br>and TSX Trust Company dated April 16, 2021
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99.4	Trust Agreement between Jay S. Hennick, Henset Capital Inc., Colliers International Group Inc.<br>and TSX Trust Company dated April 16, 2021
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99.5	Consent to Note Purchase Agreement dated April 6, 2021
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99.6	Material Change Report dated April 21, 2021
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Exhibit 99.1

COLLIERS INTERNATIONAL GROUP INC.

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and

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HENSET CAPITAL INC.

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REGISTRATION RIGHTSAGREEMENT

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April 16, 2021

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TABLE OF CONTENTS
ARTICLE 1<br><br> <br>INTERPRETATION AND GENERAL MATTERS
Section 1.1	Definitions.	1
Section 1.2	Time of the Essence	4
Section 1.3	Calculation of Time	4
Section 1.4	Business Days	4
Section 1.5	Headings	4
Section 1.6	Plurals and Gender	5
Section 1.7	Statutory References	5
Section 1.8	Other References	5
ARTICLE 2<br><br> <br>REGISTRATION RIGHTS
Section 2.1	Demand Registration Rights	5
Section 2.2	Piggy-Back Registration Rights	8
Section 2.3	Expenses	8
Section 2.4	Restrictions on Other Agreements	8
Section 2.5	Indemnification	9
ARTICLE 3<br><br> <br>TERMINATION
Section 3.1	Termination	11
ARTICLE 4<br><br> <br>GENERAL
Section 4.1	Amendments	11
Section 4.2	Public Filing	11
Section 4.3	Further Assurances	11
Section 4.4	Assignment and Enurement	11
Section 4.5	Entire Agreement	12
Section 4.6	Waiver	12
Section 4.7	Notices	12
Section 4.8	Severability	13
Section 4.9	Counterparts	13
Section 4.10	Governing Law	13
Section 4.11	Remedies	13

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ADDENDA

Schedule “A” Registration Procedures

REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (the “Agreement”) is made this 16th day of April, 2021 (the “EffectiveDate”) between Colliers International Group Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and Henset Capital Inc. (“Henset”).

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

INTERPRETATION AND GENERAL MATTERS

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Section 1.1 Definitions.

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Terms used in this Agreement shall have the meanings set forth below:

“Affiliate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Agreement,” “this Agreement,” “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and similar expressions mean this Agreement, including all of its schedules and all instruments supplementing, amending or confirming this Agreement, as amended from time to time in accordance with its terms.

“Arbitration Notice” has the meaning ascribed thereto in Section 4.11.

“Associate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Board” means the board of directors of the Corporation, as constituted from time to time.

“Business Day” means any day which is not a Saturday, a Sunday or a day on which the principal commercial banks located in the City of Toronto, Ontario or New York, New York are not open for business during normal banking hours.

“Canadian Prospectus” means, as the context requires, a “preliminary prospectus**,**” “amended and restated preliminary prospectus” and a “final prospectus” as those terms are used in the Securities Act and including, without limitation, all amendments and all supplements thereto and all documents incorporated or deemed to be incorporated by reference therein, and includes, for the avoidance of doubt, a base shelf prospectus.

“Canadian SecuritiesAuthorities” means any of the British Columbia Securities Commission, Alberta Securities Commission, Financial and Consumer Affairs Authority of Saskatchewan, Manitoba Securities Commission, Ontario Securities Commission, Financial and Consumer Services Commission (New Brunswick), Nova Scotia Securities Commission, Office of the Superintendent of Securities (Prince Edward Island), Office of the Superintendent of Securities Service (Newfoundland and Labrador), Office of the Superintendent of Securities (Northwest Territories), Office of the Yukon Superintendent of Securities, Nunavut Securities Office, and any of their successors.

“Canadian SecuritiesLaws” means the securities laws, regulations and rules of each of the provinces and territories of Canada (other than Quebec), the forms and disclosure

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requirements made or promulgated under those laws, regulations or rules, the policy statements, rules, orders and companion policies of or administered by the Canadian Securities Authorities, and applicable discretionary rulings, blanket orders or orders issued by the Canadian Securities Authorities pursuant to such laws, regulations, rules and policy statements, all as amended and in effect from time to time.

“Corporation” has the meaning ascribed thereto in the preamble.

“Demand Canadian Prospectus” has the meaning ascribed thereto in Section 2.1(3).

“Demand Registration” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Request” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Statement” has the meaning ascribed thereto in Section 2.1(3).

“Dispute” has the meaning ascribed thereto in Section 4.11.

“Distribution” means a distribution of Subordinate Voting Shares to the public by way of a Registration Statement or Canadian Prospectus.

“Distribution Expenses” means all fees and expenses incurred by the Corporation in connection with any Distribution conducted pursuant to this Agreement, including, without limitation:

(a)	all fees, disbursements and expenses of legal counsel and auditors to the Corporation;
(b)	all expenses in connection with the preparation, translation, printing and<br>filing of any Registration Statement or Canadian Prospectus and the mailing and delivering of copies thereof to any underwriters<br>and dealers;
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(c)	all filing fees of any Securities Regulator;
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(d)	all transfer agents’, depositaries’ and registrars’ fees<br>and the fees of any other agent appointed by the Corporation;
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(e)	all expenses relating to the preparation of share certificates;
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(f)	all fees and expenses of any stock exchange or over-the-counter market on<br>which the Corporation has applied to list its Subordinate Voting Shares; and
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(g)	all expenses of the Corporation relating to “road shows” and<br>marketing activities and all travel and lodging expenses of representatives of the Corporation in connection with such “road<br>shows” and marketing activities.
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“Effective Date” has the meaning ascribed thereto in the preamble.

“Henset” has the meaning ascribed thereto in the preamble.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, relating to an offer of the Registrable Securities.

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“Jay” means Jay S. Hennick, an individual resident in the City of Toronto in the Province of Ontario.

“Losses” has the meaning ascribed thereto in Section 2.5(1).

“Multiple VotingShares” means the multiple voting shares in the capital of the Corporation.

“Other Distribution” has the meaning ascribed thereto in Section 2.2.

“Parties” means the Corporation and Henset, and “Party” means either of them.

“Permitted Assignee” means any Affiliate or Associate of Henset, including, for the avoidance of doubt, Jay and any Person controlled, directly or indirectly, by Jay.

“Person” includes an individual, body corporate with or without share capital, partnership, limited liability company, joint venture, entity, unincorporated association, firm, sole proprietorship, trust, pension fund, union, board, tribunal, governmental or quasi- governmental authority and the heirs, beneficiaries, executors, legal representatives or administrators of an individual.

“Piggy-Back Notice” has the meaning ascribed thereto in Section 2.2.

“Piggy-Back Registration” has the meaning ascribed thereto in Section 2.2.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to (i) an effective Registration Statement under the U.S. Securities Act (other than a Registration Statement on Form S-4, Form F-4 or Form S-8 or any successor form), (ii) a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction.

“Registrable Securities” means any Subordinate Voting Shares owned or that may be acquired by Henset or any of its Permitted Assignees as of the Effective Date (including as a result of the conversion in accordance with their terms of any Multiple Voting Shares). As of the date hereof, the Registrable Securities include 6,676,077 Subordinate Voting Shares, including 1,325,694 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares and 345,014 Subordinate Voting Shares issuable upon conversion of the 4.00% Convertible Senior Subordinated Notes of the Corporation due 2025. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a Distribution or have been otherwise transferred by Henset or a Permitted Assignee to a Person that is not a Permitted Assignee.

“Registration” means (i) a registration under the U.S. Securities Act of the offer and sale to the public of any Registrable Securities under a Registration Statement, (ii) the qualification of any Registrable Securities for Distribution under applicable Canadian Securities Laws in any province or territory of Canada (other than Quebec) by way of a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction. The terms “register”, “registered” and “registering” shall have correlative meanings.

“Registration Statement” means any registration statement of the Corporation filed with, or to be filed with, the SEC under the U.S. Securities Act, including the related U.S. Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration

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statement other than a registration statement (and related U.S. Prospectus) filed on Form S- 4, Form F-4 or Form S-8 or any successor form thereto.

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the U.S. Securities Act.

“Securities Act” means the Securities Act (Ontario), as it may be amended from time to time, and any successor legislation.

“Securities Regulators” means the SEC, the Canadian Securities Authorities and any applicable securities authorities of any other jurisdiction.

“Selling ShareholderInformation” has the meaning ascribed thereto in Section 2.5(1).

“Subordinate VotingShares” means the subordinate voting shares in the capital of the Corporation, and includes any securities into which such subordinate voting shares may be changed, exchanged, reorganized or reclassified.

“U.S. Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“U.S. SecuritiesAct” means the Securities Act of 1933, 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.

“Valid Business Reason” has the meaning ascribed thereto in Section 2.1(6)(d)(ii).

Section 1.2 Time of the Essence

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Time shall be of the essence of each provision of this Agreement.

Section 1.3 Calculation of Time

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Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

Section 1.4 Business Days

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Whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken or made on a day that is not a Business Day, such action shall be taken on the first Business Day following such day.

Section 1.5 Headings

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The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement. All references to “Articles” or “Sections” refer to the specified Article or Section of this Agreement.

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Section 1.6 Plurals and Gender

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Words in the singular include the plural and vice versa and words in one gender include all genders.

Section 1.7 Statutory References

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Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder) as the same may be amended, re- enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise stated.

Section 1.8 Other References

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“Include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

ARTICLE 2

REGISTRATION RIGHTS

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Section 2.1 Demand Registration Rights

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(1)	At any time following the Effective Date, Henset shall have the right to<br>make a written request from time to time (a “Demand Registration Request”) to the Corporation for Registration<br>of all or part of the Registrable Securities held by Henset and its Permitted Assignees. Any such Registration pursuant to a Demand<br>Registration Request shall hereinafter be referred to as a “Demand Registration.” The Parties shall cooperate<br>in good faith and in a timely manner in connection with any Demand Registration and related Distribution and the procedures in<br>Schedule “A” shall apply.
(2)	Each Demand Registration Request shall specify (i) the aggregate amount<br> of Registrable Securities intended to be sold, (ii) the intended method or methods of disposition thereof and (iii) the jurisdiction(s) in which the Registration<br>is to take place.
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(3)	Upon receipt of a Demand Registration Request, the Corporation shall as promptly<br>as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration,<br>and use its reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the U.S.<br>Securities Act, and/or, as may be requested, file with the applicable Canadian Securities Authorities and use its reasonable best<br>efforts to secure the issuance of a receipt or mutual reliance review decision document for a (final) Canadian Prospectus (a “DemandCanadian Prospectus”) relating to such Demand Registration.
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(4)	Henset and its Permitted Assignees may withdraw all or any portion of their<br>Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of<br>the Demand Registration Statement or the filing of the Demand Canadian Prospectus, as applicable. Upon receipt of a notice to such<br>effect with respect to all the Registrable Securities included by Henset and/or its Permitted Assignees in such Demand Registration,<br>the Corporation shall cease all efforts to pursue or consummate such Demand Registration.
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(5)	The Corporation shall (i) use reasonable best efforts to cause any Demand<br>Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter<br>period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn),<br>or, if such Demand
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Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a U.S. Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, and (ii) from the period beginning on the filing of any Demand Canadian Prospectus until the completion of the distribution of the Registrable Securities covered by such Demand Canadian Prospectus (or the closing date of the offering of such Registrable Securities thereunder, if later), comply with section 57 of the Securities Act and the comparable provisions of other applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of the Corporation, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify such Registrable Securities for distribution in the applicable provinces (other than Quebec) and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities.

(6)	Notwithstanding Section 2.1(1) of this Agreement, the Corporation shall not<br>be obliged to effect any Demand Registration if:
(a)	within any prior twelve (12) month period there have been effected two (2)<br>Demand Registrations (including, for greater certainty, any Demand Registration which is subsequently withdrawn pursuant to Section<br>2.1(4));
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(b)	the value of the Subordinate Voting Shares to be offered under any such<br>Demand Registration is less than $30,000,000, unless the number of Subordinate Voting Shares included in the Demand Registration<br>represent (i) five percent (5%) or more of the Corporation’s Subordinate Voting Shares then outstanding, on a non-diluted<br>basis, or (ii) all of Henset’s and its Permitted Assignees’ remaining Registrable Securities at the time of the applicable<br>Demand Registration;
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(c)	within ninety (90) days prior to such Demand Registration the Corporation<br>completed a Public Offering or such longer period as may be required by the any underwriter or dealer in connection with such Public<br>Offering; or
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(d)	the Board determines in its good faith judgment, acting reasonably and after<br>receiving the advice of counsel, that either
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(i)	the effect of the filing of a Registration Statement or Canadian Prospectus<br>would materially impede the ability of the Corporation to consummate a material financing, acquisition, corporate reorganization,<br>merger or other material transaction involving the Corporation; or
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(ii)	there exists at the time material non-public information relating to the<br>Corporation, the disclosure of which would be detrimental to the Corporation, and the Corporation has a bona fide business purpose<br>for preserving such information as confidential (each of the circumstances in (i) and (ii) above being a “Valid BusinessReason”). In the event of a Valid Business Reason, the Corporation’s obligations under Section 2.1(1) will be deferred<br>for a period of not more than ninety (90) days from the date of receipt of the request for a Demand Registration, provided that<br>the Corporation may not defer its obligations under Section 2.1(1) for a period of more than one hundred and twenty (120) days<br>in the aggregate in any twelve consecutive months. The Corporation will give written notice of (x) its determination to defer its<br>filing obligations under Section 2.1(1) and (y) the cessation or end of its Valid Business Reason for such deferral, in each case,<br>promptly after the occurrence
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thereof. If the Corporation defers its obligations pursuant to this Section 2.1(6)(d)(ii) and if Henset, at any time prior to receiving written notice that the Valid Business Reason for such postponement no longer exists, advises the Corporation in writing that it has determined to withdraw such request for a Demand Registration, then such Demand Registration and the request therefor will be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether Henset has exercised its right to a Demand Registration pursuant to this Section 2.1.

(7)	The Corporation shall not include in any Demand Registration any securities<br>which are not Registrable Securities without the prior written consent of Henset, unless such securities are to be included pursuant<br>to the valid exercise of registration rights by other securityholders; provided, however, that any such securities of other securityholders<br>included in such Demand Registration shall not take priority over the Registrable Securities included or requested to be included<br>in such Demand Registration.
(8)	In the case of an underwritten Public Offering initiated pursuant to this<br>Section 2.1, Henset shall have the right to select the managing underwriter or underwriters to effect the distribution in connection<br>with such Demand Registration, provided such underwriter or underwriters are acceptable to the Corporation, acting reasonably.<br>The Corporation shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article<br>2.
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(9)	In the case of an underwritten Public Offering initiated pursuant to this<br>Section 2.1, Henset and its representatives may participate in the negotiations of the terms of any underwriting agreement. In<br>the case of an underwritten Public Offering initiated pursuant to Section 2.1 or Section 2.2 and in which Henset participates as<br>a selling securityholder, to the extent reasonably requested by the managing underwriter or underwriters, Henset shall also enter<br>into a customary lock-up agreement (which lock-up agreement shall also provide for customary exceptions) (i) not to effect any<br>public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable<br>for such Registrable Securities, or grant any option to purchase or enter into any hedging or similar transaction with the same<br>economic effect as a sale of, any Registrable Securities, and (ii) except as otherwise consented to by the Corporation, not to<br>make any request for a Demand Registration under this Agreement, in each case, during the 90-day period following the effective<br>date of the Registration Statement or receipt for the (final) Canadian Prospectus (or such shorter period as may be agreed to by<br>Henset with the managing underwriter(s)) with regard to such underwritten Public Offering), except in each case as part of such<br>underwritten Public Offering.
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(10)	At any time following the Effective Date the Corporation shall, upon Henset’s<br>request, use its reasonable best efforts to prepare and file and obtain a receipt (if applicable) from the applicable Securities<br>Regulators for a shelf Canadian Prospectus (and the corresponding Registration Statement) to qualify the distribution of all Registrable<br>Securities. In advance of the expiration of such any shelf Canadian Prospectus and the corresponding Registration Statement, unless<br>otherwise directed by Henset, the Corporation shall use reasonable best efforts to renew such shelf Canadian Prospectus and the<br>corresponding Registration Statement such that the Corporation shall at all times have an effective shelf Canadian Prospectus (and<br>corresponding Registration Statement) with sufficient capacity to qualify the distribution of all the Registrable Securities. The<br>obligations of the Corporation under this Section 2.1(10) are subject to the same proviso as set out in Section 2.1(6)(d)(ii) regarding<br>a Valid Business Reason.
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Section 2.2 Piggy-Back Registration Rights

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If, at any time following the Effective Date, the Corporation proposes to make or file a Registration Statement or Canadian Prospectus for the Distribution for its own account or for the account of other securityholders exercising demand registration rights granted to such securityholders (other than Henset and its Permitted Assignees) (the “Other Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Corporation will, at that time, promptly give Henset written notice (the “Piggy-Back Notice”) of the proposed Distribution. Upon the written request of Henset, given within fifteen (15) Business Days after receipt of the Piggy-Back Notice (provided that if such proposed Distribution is to be effected as a bought deal or similar offering, the Corporation shall have provided notice thereof to Henset as promptly as practicable in the circumstances, in which case Henset shall be required to respond in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Henset and/or its Permitted Assignees wishes to include a specified number of the Registrable Securities in the Distribution, the Corporation will cause the Registrable Securities requested to be registered or qualified by Henset and/or its Permitted Assignees to be included in the Distribution (a “Piggy-Back Registration”). Notwithstanding the foregoing, the Corporation shall not be required to include all of the Registrable Securities requested to be qualified by Henset and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Distribution, the Corporation is advised in good faith by its managing underwriter or underwriters to impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which case the Corporation shall be required to include in such Distribution only such portion of the Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Corporation for its own account and as contemplated in the Piggy-Back Notice; second, the Registrable Securities requested to be qualified by Henset and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (other than Henset and/or its Permitted Assignees) exercising demand rights in respect of the Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Corporation exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Subordinate Voting Shares by Henset and its Permitted Assignees to the ownership of Subordinate Voting Shares by such other securityholders). The Parties shall cooperate in good faith and in a timely manner in connection with any Piggy-Back Registration and related Distribution and the procedures in Schedule “A” shall apply.

Section 2.3 Expenses

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(1)	Without limiting Section 2.3(2), all Distribution Expenses shall be paid by the Corporation.
(2)	Henset or its applicable Permitted Assignees will be solely responsible for<br>all underwriting discounts, fees, commissions and transfer taxes attributable to the Registrable Securities to be sold by Henset<br>or its applicable Permitted Assignees in a Demand Registration or Piggy- Back Registration, as the case may be and will be solely<br>responsible for all legal fees and disbursements incurred by Henset and/or its Permitted Assignees in respect of their legal counsel<br>in connection with any Demand Registration or Piggy-Back Registration.
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Section 2.4 Restrictions on Other Agreements

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The Corporation will not grant any right relating to the registration, qualification or Distribution of its securities, including any demand registration or piggy-back registration rights, to its securityholders if the exercise thereof prevents the Corporation from fulfilling its obligations under Article 2 ARTICLE 2of this Agreement without the prior written consent of Henset.

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Section 2.5 Indemnification

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(1)	The Corporation shall indemnify and hold harmless, to the full extent permitted<br>by law, Henset and each of its Permitted Assignees, and each of their respective officers, directors, managers, shareholders, employees,<br>advisors, and agents from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and<br>expenses, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments<br>made to underwriters) (each, a “Loss” and collectively “Losses”) arising out of or based<br>upon: (a)(i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which Registrable<br>Securities are registered or sold under the U.S. Securities Act<br>(including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto<br>or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material<br>fact required to be stated therein or necessary to make the statements therein (in the case of a U.S. Prospectus or<br>preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading, (b) any information or<br>statement in a Canadian Prospectus that contains or is alleged to contain a misrepresentation or any omission of a Canadian<br>Prospectus to contain full, true and plain disclosure of all material facts relating to the securities distributed<br>thereunder, or (c) any violation or alleged violation by the Corporation or any of its subsidiaries of any law applicable to<br>the Corporation or any of its subsidiaries and relating to action or inaction in connection with any Registration; provided,<br>that Henset and its Permitted Assignees shall not be entitled to indemnification pursuant to this Section 2.5(1) in respect<br>of any untrue statement or omission or any misrepresentation contained in any information relating to such Person furnished<br>in writing by such Person to the Corporation specifically for inclusion in a Registration Statement or Canadian Prospectus<br>and used by the Corporation in conformity therewith (such information “Selling Shareholder Information”).<br>This indemnity shall be in addition to any liability the Corporation may otherwise have. Such indemnity shall remain in full<br>force and effect regardless of any investigation made by or on behalf of such Person or any indemnified party and regardless<br>of any indemnity agreed to in any underwriting agreement.
(2)	Henset agrees to indemnify and hold harmless, to the fullest extent permitted<br>by law, the Corporation and its directors and officers from and against any Losses resulting from (a)(i) any untrue statement of<br>a material fact in any Registration Statement under which Registrable Securities were registered or sold under the U.S. Securities<br>Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto<br>or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated<br>therein or necessary to make the statements therein (in the case of a U.S. Prospectus or preliminary U.S. Prospectus, in light<br>of the circumstances under which they were made) not misleading, or (b) any information or statement in a Canadian Prospectus that<br>contains a misrepresentation, in each case to the extent, but only to the extent, that such untrue statement or omission or such<br>misrepresentation is contained in the Selling Shareholder Information. In no event shall the liability of Henset hereunder be greater<br>in amount than the dollar amount of the proceeds from the sale of its or its Permitted Assignees’ Registrable Securities<br>in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses.
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(3)	Any Person entitled to indemnification hereunder shall (a) give prompt written<br>notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure<br>to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at<br>all, that it forfeits substantive legal rights by reason of such delay or failure) and (b) permit such indemnifying party to assume<br>the defense
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of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.

(4)	If for any reason the indemnification provided for in Section 2.5(1) or Section<br>2.5(2) is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein (other than as a result<br>of exceptions or limitations on indemnification contained in Section 2.5(1) or Section 2.5(2), as applicable), then the indemnifying<br>party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is<br>appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the<br>other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable<br>considerations. The relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall<br>be determined by reference to, among other things whether any untrue or alleged untrue statement of a material fact or misrepresentation<br>or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the<br>indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent<br>such statement, misrepresentation or omission. The Parties hereto agree that it would not be just or equitable if contribution<br>pursuant to this Section 2.5(4) were determined by pro rata allocation or by any other method of allocation that does not take<br>account of the equitable considerations referred to in this Section 2.5(4). Notwithstanding the provisions of this Section 2.5(4),<br>in connection with any Registration effected pursuant to this Agreement, Henset shall not be required to contribute any amount<br>in excess of the dollar amount of the proceeds from the sale of its and/or its Permitted Assignees’ Registrable Securities<br>in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses.
(5)	The remedies provided for in this Section 2.5 are not exclusive and shall<br>not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
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ARTICLE 3

TERMINATION

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Section 3.1 Termination

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This Agreement may be terminated at any time by mutual consent of the Parties, and shall automatically terminate on any date following the Effective Date on which Henset and its Permitted Assignees: (a) hold less than 20% of the voting rights attached to all outstanding voting securities of the Corporation, and (b) beneficially own less than 10% of the outstanding Subordinate Voting Shares on a non-diluted basis and assuming, for purposes of this clause (b), the conversion by Henset and its Permitted Assignees of all outstanding Multiple Voting Shares owned by them into Subordinate Voting Shares. In the event of the termination of this Agreement as provided in this Section 3.1, this Agreement shall be of no further force or effect and all rights and obligations of the Parties hereto shall be at an end; except for the provisions of Section 2.5, which shall survive any such termination.

ARTICLE 4

GENERAL

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Section 4.1 Amendments

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This Agreement shall not be amended, superseded or cancelled except by a written instrument signed by each of the Parties and any instrument purporting to amend, supersede or cancel this Agreement or any part hereof shall not be binding and shall be of no effect unless and until it has been executed and delivered by each of the Parties.

Section 4.2 Public Filing

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The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by applicable law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange on which the Subordinate Voting Shares may be listed.

Section 4.3 Further Assurances

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Each Party shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further reasonable acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to carry out the provisions of this Agreement; provided that in no event shall any Party be required to take any further action if and to the extent that such action would or would reasonably be expected to, in any material respect, increase or expand the obligations, duties or liabilities of that Party beyond the scope of its obligations, duties and liabilities set forth in this Agreement and any other agreement between the Parties.

Section 4.4 Assignment and Enurement

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Neither Party may assign or transfer this Agreement or any of the rights or obligations under it without the prior written consent of the other Party, except as provided herein to Permitted Assignees. Any rights of Henset hereunder may be exercised by any Permitted Assignee as if the Permitted Assignee was Henset; provided, however, that Henset and all of its Permitted Assignees shall have collectively only the same registration rights (including in terms of frequency) in the aggregate as Henset.

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Section 4.5 Entire Agreement

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This Agreement and any agreement or document delivered in connection with this Agreement, constitutes the entire agreement between the Parties with respect to the matters herein and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof. There are no other covenants, agreements, representations, warranties, conditions, whether direct or collateral, express or implied, that form part of or affect this Agreement except as otherwise provided this Agreement.

Section 4.6 Waiver

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The failure of a Party at any time or times to require performance of any provision hereof by any other Party shall in no manner affect the right of such Party to require such performance at a later time. No act or omission of any Party, other than an express written waiver signed by such Party, shall constitute a waiver by such Party of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party. No waiver by a Party hereto of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such or any other representation, warranty, covenant, agreement, condition or any breach.

Section 4.7 Notices

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All notices, requests, demands or other communications required or permitted to be given by one Party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by email (return receipt requested) or delivered by registered mail or postage prepaid, addressed as follows:

(a)	to the Corporation:

Colliers International Group Inc.

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada M5S 2B4

Attention: Chief Financial Officer

Email: christian.mayer@colliers.com

With a copy to:

Fogler, Rubinoff LLP

77 King Street West, Suite 3000

Toronto, Ontario, Canada M5K 1G8

Attention: Elliott A. Vardin

Email: evardin@foglers.com

(b)	to Henset:

Henset Capital Inc.

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada M5S 2B4

Attention: Jay S. Hennick

Email: jay.hennick@colliers.com

With a copy to:

Edward Waitzer and Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario, Canada M5L 1B9

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Attention: Ed Waitzer and Sean Vanderpol

Email:	ewaitzer@waitzerlaw.com
	svanderpol@stikeman.com

or at such other address, fax number or email address of which the addressee may from time to time may notify the addressor. Any notice delivered before 5:00 p.m. on a Business Day in the place of delivery shall be deemed to have been validly and effectively given and received on the date of such delivery. If such day is not a Business Day, or if the notice is received after 5:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next Business Day.

Section 4.8 Severability

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Any provision of this Agreement which is invalid, prohibited or unenforceable in any jurisdiction for any reason shall, as to such jurisdiction only, be ineffective and severable from this Agreement to the extent of such invalidity, prohibition or unenforceability but such invalidity, prohibition or unenforceability shall not invalidate or otherwise affect the remaining provisions of this Agreement nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

Section 4.9 Counterparts

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This Agreement may be executed in several counterparts, by original or facsimile signature or by or through such other electronic form in which a Party may place or evidence its signature hereon (including an electronic scan of same), each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the date first above written.

Section 4.10 Governing Law

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This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario (without giving effect to principles of conflicts of laws) and the federal laws of Canada applicable therein and this Agreement shall in all respects be treated as an Ontario contract. The Parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario to resolve any dispute which may arise among them concerning this Agreement and the subject matters hereof.

Section 4.11 Remedies

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Unless otherwise expressly provided herein, to the fullest extent permitted by applicable Laws, if any dispute, claim or other matter should arise concerning the interpretation, performance or breach of this Agreement or any action taken by a Party pursuant to this Agreement (such dispute, claim or other matter being referred to as a “Dispute”), such Dispute shall be determined by arbitration conducted by one arbitrator in the City of Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) (as amended) and a Party seeking arbitration of a Dispute shall so notify the other Parties by notice in writing (an “Arbitration Notice”), which Arbitration Notice shall set out reasonable particulars of the Dispute in respect of which arbitration is so being sought. Nothing in this Section 4.11 shall preclude a Party from instituting legal action seeking equitable relief in order to protect its rights pending the outcome of an arbitration hereunder.

[Remainder of thispage intentionally left blank.]

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed as of the date first written above.

COLLIERS GROUP INTERNATIONAL INC.
By:	<Signed> Peter Cohen
	Name: Peter Cohen
	Title: Lead Director and Chair of the Special Committee
[Signature Page to Registration Rights Agreement]
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| --- | | HENSET CAPITAL INC. | | | --- | --- | | By: | <Signed> Jay S. Hennick | | | Name: Jay S. Hennick | | | Title: President and Chief Executive Officer | | By: | <Signed> Lynda Cralli | | | Name: Lynda Cralli | | | Title: Secretary | | [Signature Page to Registration Rights Agreement] | | --- |

Schedule “A”

Registration Procedures

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1.	In connection with the Corporation’s Demand Registration and Piggy-Back<br>Registration obligations pursuant to this Agreement, the Corporation will use reasonable best efforts to effect the qualification<br>or registration for the offer and sale or other disposition or Distribution of Registrable Securities held by Henset and/or its<br>Permitted Assignees in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable,<br>and in connection therewith the Corporation will:
(a)	prepare and file as promptly as practicable after the request for a Demand<br>Registration has been delivered, in the English language and, if required, French language, with the applicable Securities Regulators,<br>a preliminary Canadian Prospectus and/or Registration Statement under and in compliance with applicable securities laws relating<br>to the applicable Demand Registration, including all exhibits, financial statements and such other related documents required by<br>the applicable Securities Regulators to be filed therewith; provided, that the Corporation will furnish to Henset and the managing<br>underwriters or underwriters, if any, copies of such preliminary Canadian Prospectus or Registration Statement and any amendments<br>or supplements that the Corporation intends to file at least three (3) Business Days prior to their intended filing date, and shall<br>make such changes in such documents concerning Henset and its Permitted Assignees as they, or their counsel, may reasonably request,<br>and shall not file any Registration Statement or Canadian Prospectus or amendments or supplements thereto to which Henset and/or<br>its Permitted Assignees, or the underwriters, if any, shall reasonably object;
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(b)	prepare and file with the applicable Securities Regulators such<br> amendments and post- effective amendments to the Registration Statement, such supplements to the U.S. Prospectus and such<br> amendments and supplements to the Canadian Prospectus as may be (x) reasonably requested by Henset and/or its Permitted<br> Assignees, or (y) necessary to keep such<br>Registration Statement effective for the period of time required by this Agreement or to continue to qualify such Registrable Securities<br>for distribution as required by this Agreement, and comply with provisions of the applicable securities laws with respect to the<br>sale or other disposition of all securities covered by such Registration during such period in accordance with the intended method<br>or methods of disposition by the sellers thereof;
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(c)	notify Henset and/or its Permitted Assignees and the managing underwriter<br>or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon<br>as reasonably practicable after notice thereof is received by the Corporation (i) when the applicable Registration Statement or<br>any amendment thereto has been filed or becomes effective, and when the applicable U.S. Prospectus, Canadian Prospectus, or any<br>amendment or supplement thereto, has been filed (and, in the case of a Canadian Prospectus, when a receipt or mutual reliance review<br>decision document, as applicable, has been issued therefor), (ii) of any written comments<br>by the Securities Regulators, or any request by the Securities Regulators or other governmental authority in any jurisdiction for<br>amendments or supplements to any such Registration Statement, U.S. Prospectus or Canadian Prospectus or to any marketing materials,<br>or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence<br>with the Securities Regulators relating to, or which may affect, the Registration, (iii) of the issuance by the Securities Regulators<br>of any stop order suspending the effectiveness of such Registration Statement or any order by the
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Securities Regulators or any other regulatory authority preventing or suspending the use of any preliminary or final U.S. Prospectus or Canadian Prospectus or marketing materials, or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, the representations and warranties of the Corporation in any applicable underwriting agreement cease to be true and correct in all material respects and (v) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for offering, sale or distribution in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d)	promptly notify Henset and/or its Permitted Assignees and the managing underwriter<br>or underwriters, if any, when the Corporation becomes aware of the happening of any event as a result of which any applicable Registration<br>Statement or the U.S. Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a<br>material fact or omits to state a material fact necessary to make the statements therein (in the case of such U.S. Prospectus or<br>any preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading or as a result of which<br>any Canadian Prospectus or marketing materials would contain a misrepresentation or a statement otherwise misleading or untrue,<br>when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration<br>Statement, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement,<br>U.S. Prospectus, Canadian Prospectus or marketing materials in order to comply with the U.S. Securities Act or Canadian<br>Securities Laws and, as promptly as reasonably practicable thereafter, prepare and file with the SEC and/or the applicable Canadian<br>Securities Regulator, and furnish without charge to Henset and/or its Permitted Assignees and the managing underwriter or underwriters,<br>if any, an amendment or supplement to such Registration Statement, U.S. Prospectus, Canadian Prospectus or marketing materials<br>which shall correct such misstatement or omission or effect such compliance;
(e)	use its reasonable best efforts to prevent, or obtain the withdrawal of<br>any stop order, cease trade order or other order suspending the use of any Canadian Prospectus or Registration Statement or suspending<br>any qualification of the Registrable Securities covered by such Canadian Prospectus or Registration Statement;
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(f)	promptly incorporate in a U.S. Prospectus supplement, Issuer Free Writing<br>Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the selling Holders agree<br>should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required<br>filings of such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post- effective amendment as soon as reasonably practicable<br>after being notified of the matters to be incorporated in such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective<br>amendment;
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(g)	furnish to Henset and/or its Permitted Assignees and each underwriter, if<br>any, without charge, as many conformed copies as they may reasonably request of any applicable Registration Statement or Canadian<br>Prospectus and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all<br>documents incorporated therein by reference and all exhibits (including those incorporated by reference);
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(h)	deliver to Henset and/or its Permitted Assignees and the underwriters, if<br>any, as many copies of the Canadian Prospectus or Registration Statement, as applicable, and any
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amendment or supplement thereto as such Persons may reasonably request (it being understood that the Corporation consents to the use of the Canadian Prospectus and any Registration Statement or any amendment thereto by Henset and/or its Permitted Assignees and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Canadian Prospectus and the Registration Statement or any amendment or supplement thereto) and such other documents as Henset and/or its Permitted Assignees may reasonably request in order to facilitate the disposition of the Registrable Securities;

(i)	use reasonable best efforts to make available its employees and personnel<br>for participation in a customary offering marketing process, including investor meetings, conference calls, a “road show”<br>and other marketing efforts and otherwise provide reasonable assistance to the managing underwriter or underwriters, taking into<br>account the requirements of the marketing process, in the marketing of Registrable Securities;
(j)	on or prior to the date on which a receipt is issued for the Canadian Prospectus<br>or Registration Statement by the applicable Securities Regulators, use reasonable best efforts to qualify, and cooperate with Henset<br>and/or its Permitted Assignees, the managing underwriter, underwriters or agent, if any, and their respective counsel in connection<br>with the qualification of such Registrable Securities for offer and sale under applicable securities laws of each applicable jurisdiction<br>as any such Person, underwriter or agent reasonably requests in writing provided that the Corporation will not be required to qualify<br>generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to<br>general service of process in any such jurisdiction where it is not then so subject;
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(k)	in connection with any underwritten offering, enter into customary agreements,<br>including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties<br>by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to<br>secondary distributions;
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(l)	use its reasonable best efforts to obtain:
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(i)	a customary legal opinion, in the form and substance as is customarily given<br>by company counsel in securities offerings, addressed to Henset and/or its applicable Permitted Assignees and the underwriters,<br>if any, and such other Person as Henset may reasonably specify;
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(ii)	a letter from the Corporation’s auditors, in form and substance as<br>is customarily given by auditors in securities offerings, addressed to Henset and/or its applicable Permitted Assignees and the<br>underwriters, if any, and such other Person as Henset may reasonably specify; and
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(iii)	if the Canadian Prospectus is filed in Québec, opinions of Québec<br>counsel for the Corporation and the auditors of the Corporation addressed to Henset and/or its applicable Permitted Assignees and<br>the underwriters, if any, and such other Person as Henset may reasonably specify, and relating to the translation of the Canadian<br>Prospectus and the respective documents incorporated by reference therein;
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| --- | | (m) | furnish to Henset and/or its Permitted Assignees and the managing underwriter<br>or underwriters, if any, and such other Person as Henset may reasonably specify, such corporate certificates, satisfactory to Henset<br>acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters<br>as are customarily covered in such documents in the relevant jurisdictions and such other matters as Henset may reasonably request; | | --- | --- | | (n) | use its reasonable best efforts to cause all of the Registrable Securities<br>to be listed and posted for trading on each securities exchange on which any of the Corporation’s equity securities are then<br>listed or quoted and on each inter-dealer quotation system on which any of the Corporation’s equity securities are then quoted;<br>and | | --- | --- | | (o) | take such other actions and execute and deliver such other documents as<br>may be reasonably necessary to give full effect to the rights of Henset and/or its Permitted Assignees under this Agreement. | | --- | --- | | 2. | The Corporation may require Henset and/or its Permitted Assignees to furnish<br>to the Corporation such information regarding the Distribution of such securities and such other information relating to Henset<br>and its ownership of Subordinate Voting Shares and Multiple Voting Shares as the Corporation may from time to time reasonably request<br>in writing as may be required by the Corporation to comply with applicable securities laws in each jurisdiction in which a Demand<br>Registration or Piggy-Back Registration is to be effected. Henset agrees to furnish such information to the Corporation and to<br>cooperate with the Corporation as necessary to enable the Corporation to comply with the provisions of this Agreement and applicable<br>securities laws. | | --- | --- |

Exhibit 99.2

Execution Version

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SIXTH AMENDMENT

TO SECOND AMENDEDAND RESTATED CREDIT AGREEMENT

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THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the Sixth Amendment) is executed by the parties hereto as of the 1st day of April, 2021.

AMONG:	COLLIERS INTERNATIONAL GROUP INC., as Canadian Borrower (the CanadianBorrower)
AND:	COLLIERS INTERNATIONAL HOLDINGS (USA), INC., as U.S. Borrower (the US Borrower)
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AND:	GLOBESTAR LIMITED, as a UK Borrower (Globestar)
AND:	COLLIERS INTERNATIONAL EMEA HOLDINGS LIMITED, as a UK Borrower (EMEA Holdings)
AND:	COLLIERS INTERNATIONAL HOLDINGS (AUSTRALIA) LIMITED, as Australian Borrower (the Australian Borrower, and together with the Canadian Borrower, the US Borrower, Globestar, EMEA Holdings, collectively, the Borrowers)
AND:	THE SUBSIDIARIES NAMED ON THE EXECUTION PAGES HEREOF, as Guarantors (the Guarantors)
AND:	THE BANKS NAMED ON THE EXECUTION PAGES HEREOF, as Lenders (collectively,<br>the Lenders and each individually the Lender)
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AND:	TORONTO DOMINION (TEXAS) LLC, as the U.S. administration agent (the U.S. Agent)
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AND:	THE TORONTO-DOMINION BANK, LONDON BRANCH, as European administration<br>agent (the European Agent)
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AND:	HSBC BANK AUSTRALIA LIMITED, as Australian administration agent<br>(the Australian Agent)
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AND:	THE TORONTO-DOMINION BANK, as the administration agent, as the collateral<br>agent and as the Canadian administration agent (in its capacity as the collateral agent, the Collateral Agent, in its capacity<br>as the administration agent, the Administration Agent and in its capacity as the Canadian administration agent, the CanadianAgent).
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WHEREASthe Borrowers, the Guarantors, the Lenders, the Administration Agent, the Collateral Agent, Canadian Agent, the U.S. Agent, the European Agent, the Australian Agent (collectively, the Agents), TD Securities, as Sole Lead Arranger and Sole Bookrunner, Bank of Montreal and HSBC Bank Canada, as Syndication Agents, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and U.S. Bank, National Association, as Documentation Agents, among others, have entered into a second amended and restated credit agreement dated April 19, 2018, as amended by a first amendment to second amended and restated credit agreement dated as of April 4, 2019, a second amendment to second amended and restated credit agreement dated as of September 13, 2019, a third amendment to second amended and restated credit agreement dated as of March 27, 2020, a fourth amendment to second amended and restated credit agreement dated as of May 13, 2020 and a fifth amendment to second amended and restated credit agreement dated as of October 8, 2020 (the Existing CreditAgreement, and as amended by this Sixth Amendment and as may be further amended, restated, amended and restated, supplemented, replaced and otherwise modified from time to time, the Credit Agreement);

ANDWHEREAS the Borrowers have advised the Agents and the Lenders that (a) the Canadian Borrower has agreed to directly or indirectly acquire all of the issued and outstanding shares of Jayset

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Management CIG Inc. (Jayset Mgt) from Jayset Capital Corp (the Seller), for the purchase price of Cdn.$601,311,951 (approximately U.S.$475,200,000) (the Jayset Purchase Price), which will be satisfied through (i) the payment of Cdn.$120,262,390 (approximately U.S. $95,000,000) to the Seller as cash consideration (with, in whole or in part, proceeds from the facilities under the Credit Agreement) and (ii)   the issuance of a total of 3,572,858 subordinate voting shares to the Seller, representing the value of the balance of the purchase price (the Jayset Mgt Purchase), and (b) immediately following the completion of the Jayset Mgt Purchase, a certain restated management services agreement dated June 1, 2015 made between the Canadian Borrower, Jayset Mgt and Mr. Jay S. Hennick, as amended, which provides for payments to Jayset Mgt that are contingent, among other things, upon an arm’s length sale of control of the Canadian Borrower or upon a distribution of the Canadian Borrower’s assets to its shareholders pursuant to a long-term incentive arrangement contained within such restated management services agreement, will be terminated (hereinafter, collectively and together with the Jayset Mgt Purchase, the Transactions);

ANDWHEREAS the Borrowers have requested that, inter alia, the Agents and the Lenders consent to the Transactions and waive compliance with certain provisions of the Credit Agreement for the purpose of, and in order to accommodate, the Transactions;

ANDWHEREAS the Agents and the Lenders have agreed to consent to the Transactions and to waive compliance with certain provisions of the Credit Agreement for the purpose of, and in order to accommodate, the Transactions, and to amend certain provisions of the Existing Credit Agreement (collectively, the Amendments), but only to the extent and subject to the provisions set forth in this Sixth Amendment;

NOWTHEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1 – INTERPRETATION

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1.1               Capitalized terms referred to and not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

1.2               Each of the Borrowers and each of the Guarantors agrees that the recitals form an integral part of this Sixth Amendment.

ARTICLE 2 – CONSENTS UNDER THE CREDIT AGREEMENT

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2.1               Notwithstanding any provision of the Credit Agreement (including, inter alia, Sections 2.12, 8.3(d) and 8.3(f)(i) thereof), but subject to Section 2.2 and 2.3 hereof, the Agents and the Lenders hereby consent to the Transactions and agree that the Transactions, pursuant to such consent, are otherwise deemed permitted by the terms thereof and that for avoidance of doubt, the Jayset Mgt Purchase shall be exempt from consideration as to its application as an Eligible Business.

2.2               Concurrent with the completion of the Transactions, the Canadian Borrower shall provide the Collateral Agent with evidence of the due execution and delivery of the documents, instruments and things required to consummate the Transactions and, promptly upon receipt thereof, evidence of the requisite approvals related to the Transactions from the Toronto Stock Exchange together with such other documents, instruments or things as may be reasonably requested by the Collateral Agent.

2.3               To the extent that the Transactions impact the calculation of Consolidated EBITDA for any period, the Jayset Purchase Price shall be added back for purposes of such calculation for such period.

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ARTICLE 3 – AMENDMENTS

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3.1               With effect as of the Amendment Effective Date (as defined herein), the definitions “LIBO Successor Rate” and “LIBOR Scheduled Unavailability Date” appearing in Section 1.1 of the Existing Credit Agreement are hereby deleted in their entirety.

3.2               With effect as of the Amendment Effective Date, the definition “LIBOR Screen Rate” appearing in Section 1.1 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

““LIBO ScreenRate” means, for any day and time, with respect to any LIBOR Loan denominated in any Agreed Currency (other than Canadian Dollars and Australian Dollars) and for any LIBOR Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such LIBOR Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administration Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.”.

3.3               With effect as of the Amendment Effective Date, Section 1.1 of the Existing Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order:

““Agreed Currencies” means U.S. Dollars and each Alternative Currency. “Alternative Currency” means Sterling, Euros and the Other Agreed Currencies.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 4.15.

“Benchmark” means, initially, the Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 4.15.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administration Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Other Agreed Currency, “Benchmark Replacement” shall mean the alternative set forth in (3) below:

(1)

(A)	in the case of any Loan denominated in U.S. Dollars, the sum of: (a) Term<br>SOFR and (b) the related Benchmark Replacement Adjustment;
(B)	in the case of any Loan denominated in Sterling, the sum of: (a) Daily Simple<br>SONIA and (b) the related Benchmark Replacement Adjustment;
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| --- | | (C) | in the case of any Loan denominated in Euros, the sum of: (a) Term ESTR and<br>(b) the related Benchmark Replacement Adjustment; | | --- | --- |

(2)

(A)	in the case of any Loan denominated in U.S. Dollars, the sum of: (a) Daily<br>Simple SOFR and (b) the related Benchmark Replacement Adjustment;
(B)	in the case of any Loan denominated in Euros, the sum of: (a) Daily Simple<br>ESTR and (b) the related Benchmark Replacement Adjustment;
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(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administration Agent and the Borrowers as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1)(A) or 1(C), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administration Agent in its reasonable discretion; provided further that, (x) with respect to any Loan denominated in U.S. Dollars, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(A) of this definition (subject to the first proviso above), and (y) with respect to any Loan denominated in Euros, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term ESTR Transition Event, and the delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(C) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark ReplacementAdjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1)   for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administration Agent:

(a)   the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; and

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(b)   the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2)   for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administration Agent and the Borrowers for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administration Agent in its reasonable discretion.

“Benchmark ReplacementConforming Changes” means, with respect to any Benchmark Replacement, any technical, Administration or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administration Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administration Agent in a manner substantially consistent with market practice (or, if the Administration Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administration Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administration Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark ReplacementDate” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1)   in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2)   in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

(3)   in the case of a Term SOFR Transition Event or a Term ESTR Transition Event, as applicable, the date that is thirty (30) days after the date a Term SOFR Notice or a Term ESTR Notice, as applicable, is provided to the Lenders and the Borrowers pursuant to Section 4.15(c); or

(4)   in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administration

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Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark TransitionEvent” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)   a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)   a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)   a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“BenchmarkUnavailability Period” means, with respect to any Benchmark, the period (if any) (x)   beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then- current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.15 and (y) ending at the time that a Benchmark Replacement has replaced such then- current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.15.

“CorrespondingTenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding Business Day adjustment) as such Available Tenor.

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“Daily Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which may include a lookback) being established by the Administration Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple ESTR” for business loans; provided, that if the Administration Agent decides that any such convention is not administratively feasible for the Administration Agent, then the Administration Agent may establish another convention in its reasonable discretion.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administration Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that, if the Administration Agent decides that any such convention is not administratively feasible for the Administration Agent, then the Administration Agent may establish another convention in its reasonable discretion.

“Daily Simple SONIA” means, for any day, SONIA, with the conventions for this rate (which may include a lookback) being established by the Administration Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SONIA” for business loans; provided that, if the Administration Agent decides that any such convention is not administratively feasible for the Administration Agent, then the Administration Agent may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, with respect to any Agreed Currency, the occurrence of:

(1)                a notification by the Administration Agent to (or the request by the Borrowers to the Administration Agent to notify) each of the other parties hereto that syndicated credit facilities denominated in the applicable Agreed Currency being executed at such time, or that include language similar to that contained in Section 4.15 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and

(2)                the joint election by the Administration Agent and the Borrowers to declare that an Early Opt-in Election for such Agreed Currency has occurred and the provision, as applicable, by the Administration Agent of written notice of such election to the Borrowers and the Lenders.

“Erroneous Payment” has the meaning ascribed thereto in Section 13.17(a).

“Erroneous PaymentDeficiency Assignment” has the meaning assigned to it in Section 13.17(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 13.17(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 13.17(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 13.17(d).

“ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR Administrator’s Website.

“ESTR Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).

“ESTR Administrator’sWebsite” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.

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“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.

“IBA” has the meaning ascribed thereto in Section 4.14.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“NYFRB” means the Federal Reserve Bank of New York and any successor thereto.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Other Agreed Currency” means Canadian Dollars and Australian Dollars.

“Payment Recipient” has the meaning assigned to it in Section 13.17(a).

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting and (2) if such Benchmark is not LIBOR, the time determined by the Administration Agent in its reasonable discretion.

“RelevantGovernmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in U.S. Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and (iv) with respect to a Benchmark Replacement in respect of Loans denominated in any Other Agreed Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means (i) with respect to any Loan denominated in an Agreed Currency (other than Canadian Dollars and Australian Dollars), LIBOR or (ii) otherwise, the Relevant Screen Rate, as applicable.

“Relevant ScreenRate” means the LIBO Screen Rate, the CDOR Rate, the BBR Screen Rate or such other applicable rate on the appropriate page of such information service that publishes such rate from time to time as selected by the Administration Agent in its reasonable discretion, as applicable.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

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“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’sWebsite” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’sWebsite” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Term ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on ESTR that has been selected or recommended by the Relevant Governmental Body.

“Term ESTR Notice” means a notification by the Administration Agent to the Lenders and the Borrowers of the occurrence of a Term ESTR Transition Event.

“Term ESTR TransitionEvent” means the determination by the Administration Agent that (a) Term ESTR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term ESTR is administratively feasible for the Administration Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 4.15 that is not Term ESTR.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Administration Agent to the Lenders and the Borrowers of the occurrence of a Term SOFR Transition Event.

“Term SOFR TransitionEvent” means the determination by the Administration Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administration Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 4.15 that is not Term SOFR.

“Unadjusted BenchmarkReplacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.”

3.4               With effect as of the Amendment Effective Date, Section 4.14 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Section 4.14 Interest Rates; LIBOR Notification.

The interest rate on a Loan denominated in U.S. Dollars or an Alternative Currency may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks

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may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2- month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week, 2-month and 12- month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month, 3- month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-In Election, Section 4.15(b) and (c) provide a mechanism for determining an alternative rate of interest. The Administration Agent will promptly notify the Borrowers, pursuant to Section 4.15(e), of any change to the reference rate upon which the interest rate on applicable Loans is based. However, the Administration Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBOR” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 4.15(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 4.15(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”

3.5               With effect as of the Amendment Effective Date, Article 4 of the Existing Credit Agreement is hereby amended by adding a new Section 4.15 appearing immediately following Section 4.14 thereof as follows:

“Section 4.15 Alternate Rate of Interest.

(a)                  [Reserved.]

(b)                  Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement in respect of a Swap Obligation shall be deemed not to be a “Loan Document” for purposes of this Section 4.15), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will

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replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y)   if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administration Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

(c)                   Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in an Agreed Currency (other than an Other Agreed Currency), if a Term SOFR Transition Event or a Term ESTR Transition Event and its related Benchmark Replacement Date, as applicable, have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administration Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice or a Term ESTR Notice, as applicable. For the avoidance of doubt, the Administration Agent shall not be required to deliver any Term SOFR Notice after the occurrence of a Term SOFR Transition Event or any Term ESTR Notice after the occurrence of a Term ESTR Transition Event, and may do so in its sole discretion.

(d)                            In connection with the implementation of a Benchmark Replacement, the Administration Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(e)                The Administration Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administration Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.15.

(f)                 Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, Term ESTR and LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administration Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or

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will be no longer representative, then the Administration Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administration Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(g)                Upon any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, such Borrower may revoke any request for a LIBOR Loan of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) such Borrower will be deemed to have converted any request for a LIBOR Loan denominated in U.S. Dollars into a request for a Borrowing of or conversion to U.S. Base Rate Loans or (y) for any LIBOR Loan denominated in an Alternative Currency, at the option of such Borrower, (1) such Borrower shall have consented to the maintenance of such Loan at a rate for short term borrowings of the applicable Alternative Currency determined in a customary manner in good faith by the Administration Agent, (2) solely for the purpose of calculating the interest rate applicable to such Loan, such Loan shall be deemed to be an Advance denominated in U.S. Dollars, if available, and such Alternative Currency denominated Loan shall accrue interest at the same interest rate applicable to Advances denominated in U.S. Dollars at such time, if available or (3) such Advance shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then- current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate. Furthermore, if any Loan in any Agreed Currency is outstanding on the date of any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 4.15, (i) if such Loan is denominated in U.S. Dollars, then on the last day of the interest period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administration Agent to, and shall constitute, a U.S. Base Rate Loan denominated in U.S. Dollars on such day or (ii) if such Loan is denominated in any Agreed Currency other than U.S. Dollars, then such Loan shall, on the last day of the interest period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at such Borrower’s election prior to such day: (A) be prepaid by such Borrower on such day, (B) solely for the purpose of calculating the interest rate applicable to such Loan, deemed to be a Loan denominated in U.S. Dollars, if available, and such Loan shall accrue interest at the same interest rate applicable to Loans denominated in U.S. Dollars at such time, if available or (C) maintained at a rate for short term borrowings of the applicable Alternative Currency determined in a customary manner in good faith by the Administration Agent as consented to by such Borrower.”

3.6               With effect as of the Amendment Effective Date, Article 13 of the Existing Credit Agreement is hereby amended by adding a new Section 13.17 appearing immediately following Section 13.16 thereof as follows:

“13.17 Erroneous Payments.

(a)                If the Administration Agent notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank such Lender or Issuing Bank (any such Lender or Issuing Bank or other recipient, a “Payment Recipient”) that the Administration Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administration Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such

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Lender or Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administration Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administration Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than five (5) Business Days thereafter, return to the Administration Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administration Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administration Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administration Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)                Without limiting immediately preceding clause (a), each Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank such Lender or Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administration Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administration Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administration Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)                   (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administration Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)                 such Lender or Issuing Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administration Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administration Agent pursuant to this Section 13.17(b).

(c)                 Each Lender or Issuing Bank hereby authorizes the Administration Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administration Agent to such Lender or Issuing Bank from any source, against any amount due to the Administration Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)                In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administration Agent for any reason, after demand therefor by the Administration Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administration Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount

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as the Administration Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “ErroneousPayment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administration Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver a Transfer Certificate (or, to the extent applicable, an agreement incorporating a Transfer Certificate by reference pursuant to an electronic platform as to which the Administration Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any notes evidencing such Loans to the Borrowers or the Administration Agent, (ii) the Administration Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administration Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank and (iv) the Administration Agent may reflect in the register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administration Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administration Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administration Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administration Agent may be equitably subrogated, the Administration Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Issuing Bank under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)                The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Guarantor, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administration Agent from the Borrowers or any other Guarantor for the purpose of making such Erroneous Payment.

(f)                  To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administration Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g)                Each party’s obligations, agreements and waivers under this Section 13.17 shall survive the resignation or replacement of the Administration Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.”

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ARTICLE 4 – FEES AND COSTS

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4.1               All costs incurred by the Agent in preparing this Sixth Amendment (including all legal fees incurred by the Administration Agent) shall be on the account of the Borrowers, and shall form part of the Obligations. The Borrowers hereby authorize the Administration Agent to debit any accounts it may have with the Administration Agent in an amount equal to such costs.

ARTICLE 5 – CONDITIONS TO EFFECTIVENESS

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5.1               This Sixth Amendment shall become effective upon the satisfaction of the following conditions precedent in form and substance satisfactory to the Administration Agent (the date and fulfillment of such conditions being herein referred to as the AmendmentEffective Date):

(a)	delivery to the Administration Agent of a fully executed copy of this Sixth<br>Amendment, dated the Amendment Effective Date, as executed by the Borrowers, the Guarantors, the Agents and the Lenders; and
(b)	the Administration Agent being satisfied that all representations and warranties<br>contained in Article 8 of the Credit Agreement shall remain true and correct in all material respects (except such representations<br>and warranties that are qualified as to materiality, which shall be true and correct in all respects) following this Sixth Amendment.
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ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

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6.1               Each Borrower and each Guarantor warrants and represents to the Agents and the Lenders that the following statements are true, correct and complete:

(a)	Authorization, Validity, and Enforceability of this Sixth Amendment.<br>Each Borrower and each Guarantor has the corporate power and authority to execute and deliver this Sixth Amendment and to perform<br>its obligations under the Credit Agreement, as amended by this Sixth Amendment. Each Borrower and each Guarantor has taken all<br>necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its<br>execution and delivery of this Sixth Amendment and the performance of the Credit Agreement. This Sixth Amendment has been duly<br>executed and delivered by each Borrower and each Guarantor and this Sixth Amendment and the Credit Agreement constitute the legal,<br>valid and binding obligations of each Borrower and each Guarantor, enforceable against each of them in accordance with their respective<br>terms without defence, compensation, setoff or counterclaim. Each Borrower’s and each Guarantor’s execution and delivery<br>of this Sixth Amendment and the performance by each Borrower and each Guarantor of the Credit Agreement do not and will not conflict<br>with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien<br>upon the property of any Borrower or any Guarantor by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease,<br>agreement, indenture, or instrument to which any Borrower or any Guarantor is a party or which is binding on any of them, (b) any<br>requirement of law applicable to any Borrower or any Guarantor, or (c) the certificate or articles of incorporation or amalgamation<br>or association or bylaws or memorandum of association of any Borrower or any Guarantor.
(b)	Governmental Authorization. No approval, consent, exemption, authorization,<br>or other action by, or notice to, or filing with, any governmental authority or other person is necessary or required in connection<br>with the execution, delivery or performance by, or enforcement against each Borrower and each Guarantor of this Sixth Amendment<br>or the Credit Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable<br>the Collateral Agent’s Liens.
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| --- | | (c) | Incorporation of Representations and Warranties from Credit Agreement.<br>The representations and warranties contained in Article 8 of the Credit Agreement and the other Loan Documents are and will be<br>true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made<br>on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which<br>case they were true, correct and complete in all material respects on and as of such earlier date. | | --- | --- | | (d) | Absence of Default. No event has occurred and is continuing or will<br>result from the consummation of the transactions contemplated by this Sixth Amendment that would constitute a Default or an Event<br>of Default. | | --- | --- | | (e) | No Other Amendment. Except to the extent set forth herein no additional<br>amendment, consent or waiver of any other term, condition, covenant, agreement or any other aspect of the Credit Agreement is intended<br>or implied and except as covered by this Sixth Amendment, no other aspect of the covenants referred to herein is amended or waived,<br>including without limitation for any other period or circumstance, and no such amendment, waiver or consent is intended or implied. | | --- | --- |

ARTICLE 7 – MISCELLANEOUS

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7.1               Each Borrower and each Guarantor (i) reaffirms its Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and (ii) agrees that the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect, except as amended hereby, and are hereby ratified and confirmed. The Guarantors (i) consent to and approve the execution and delivery of this Sixth Amendment by the parties hereto, (ii) agree that this Sixth Amendment does not and shall not limit or diminish in any manner the obligations of the Guarantors under their guarantees (collectively, the Guarantees) and that such obligations would not be limited or diminished in any manner even if such Guarantors had not executed this Sixth Amendment, (iii) agree that this Sixth Amendment shall not be construed as requiring the consent of such Guarantors in any other circumstance, (iv) reaffirm each of their obligations under the Guarantees and the other Loan Documents to which they are a party, and (v) agree that the Guarantees and the other Loan Documents to which they are a party remain in full force and effect and are hereby ratified and confirmed.

7.2               Except to the extent specifically set forth in this Sixth Amendment, nothing contained in this Sixth Amendment or any other communication between the Collateral Agent and/or the Lenders and the Borrowers (or any Guarantor) shall be a waiver of any other present or future violation, Default or Event of Default under the Credit Agreement or any other Loan Document (collectively, OtherViolations). Similarly, nothing contained in this Sixth Amendment shall directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the Collateral Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document with respect to any Other Violations (including, without limiting the generality of the foregoing, in respect of the non-conformity to any representation, warranty or covenant contained in any Loan Document), (ii) except as specifically provided in Article 3 hereof, amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of any Borrower or any Guarantor under the Loan Documents or any right, privilege or remedy of the Agents or the Lenders under the Credit Agreement or any other Loan Document or any other contract or instrument with respect to Other Violations. Nothing in this Sixth Amendment shall be construed to be a consent by any Agent or the Lenders to any Other Violations.

7.3               This Sixth Amendment will not discharge or constitute novation of any debt, obligation, covenant or agreement contained in the Credit Agreement or any of the documents or security delivered pursuant thereto but same shall remain in full force and effect save to the extent same are amended by the provisions of this Sixth Amendment.

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7.4               All reasonable expenses of the Administration Agent in connection with this Sixth Amendment and the related documentation, including all reasonable legal fees and disbursements incurred by the Administration Agent, shall be for the account of the Borrowers.

7.5               This Sixth Amendment enures to the benefit of and binds the parties and their respective successors and permitted assigns.

7.6               Each party shall from time to time promptly execute and deliver all further documents and take all further action necessary to give effect to the provisions and intent of this Sixth Amendment.

7.7               This Sixth Amendment may be executed and delivered in one or more counterparts, including by way of facsimile, or electronically, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

7.8               This Sixth Amendment shall be interpreted and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature pages commence on the following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Credit Agreement to be executed as of the date first above written.

COLLIERS INTERNATIONAL GROUP INC., as<br><br> <br>Canadian Borrower
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: VP, Legal Counsel & Corporate Secretary
I have the authority to bind the Corporation
COLLIERS INTERNATIONAL HOLDINGS (USA),<br><br> <br>INC., as U.S. Borrower
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Corporation
GLOBESTAR LIMITED, as a UK Borrower
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL EMEA HOLDINGS<br><br> <br>LIMITED, as a UK Borrower
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
Executed by COLLIERS INTERNATIONAL HOLDINGS (AUSTRALIA) LIMITED ACN 008 178 238 as Australian Borrower in accordance with section 127 of the Corporations Act 2001:
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<Signed> Robert Wall	<Signed> John Kenney
~~Director/~~company secretary	Director
ROBERT WALL	JOHN KENNEY
Name of director/company secretary<br><br> <br>(BLOCK LETTERS)	Name of director<br><br> <br>(BLOCK LETTERS)
COLLIERS MACAULAY NICOLLS INC., as a<br><br> <br>Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Corporation
COLLIERS INTERNATIONAL USA, LLC, as a<br><br> <br>Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
CIVAS HOLDINGS, LLC, as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL WA, LLC, as a<br><br> <br>Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL REAL ESTATE MANAGEMENT SERVICES (AZ), LLC, as a<br><br> <br>Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL CA, LLC, as a<br><br> <br>Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL GREATER LOS<br><br> <br>ANGELES, LLC as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL VALUATION &<br><br> <br>ADVISORY SERVICES, LLC, as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
FS WILLIAMS ACQUISITIONCO LLC, as a<br><br> <br>Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS PARRISH INTERNATIONAL, INC., as<br><br> <br>a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Corporation
Executed by COLLIERS INTERNATIONAL (NSW) PTY LIMITED ACN 001 401 681 as a Guarantor in accordance with section 127 of the Corporations Act 2001:
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<Signed> Robert Wall	<Signed> John Kenney
~~Director~~/company secretary	Director
ROBERT WALL	JOHN KENNEY
Name of director/company secretary<br><br> <br>(BLOCK LETTERS)	Name of director<br><br> <br>(BLOCK LETTERS)
Executed by COLLIERS INTERNATIONAL (VICTORIA) PTY LTD ACN 005 032 940 as a Guarantor in accordance with section 127 of the Corporations Act 2001:
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<Signed> Robert Wall	<Signed> John Kenney
Director/company secretary	Director
ROBERT WALL	JOHN KENNEY
Name of director/company secretary<br><br> <br>(BLOCK LETTERS)	Name of director<br><br> <br>(BLOCK LETTERS)
COLLIERS INTERNATIONAL NEW ZEALAND<br><br> <br>LIMITED, as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
COLLIERS INTERNATIONAL GERMANY<br><br> <br>HOLDING GMBH, as a Guarantor
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Managing Director
I have the authority to bind the Company
COLLIERS MACAULAY NICOLLS (CYPRUS)<br><br> <br>LIMITED, as a Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Authorized Signatory
I have the authority to bind the Company
COLLIERS INTERNATIONAL HOLDINGS<br><br> <br>LIMITED, as a Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL CONSULTANTS<br><br> <br>LIMITED, as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL (HONG KONG)<br><br> <br>LIMITED, as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Director
I have the authority to bind the Company
Signed by a director of GLOBESTAR LIMITED for and on behalf of, and as corporate member of, COLLIERS INTERNATIONAL PROPERTY ADVISERS UK LLP, as a Guarantor
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL PROPERTY<br><br> <br>CONSULTANTS LIMITED, as a Guarantor
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Per:	<Signed> Anthony Horrell
	Name: Anthony Horrell
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL FINLAND GROUP<br><br> <br>OY, as a Guarantor
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL FINLAND OY, as a<br><br> <br>Guarantor
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL FINLAND<br><br> <br>HOLDINGS OY, as a Guarantor
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL PROPERTY CONSULTANTS (SHANGHAI) CO. LTD., as a<br><br> <br>Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Authorized Signatory
I have the authority to bind the Company
COLLIERS INTERNATIONAL FINCO (CANADA)<br><br> <br>INC., as a Guarantor
---	---
Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Authorized Signatory
I have the authority to bind the Corporation
COLLIERS INVESTMENT MANAGEMENT<br><br> <br>HOLDINGS, Inc., as a Guarantor
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Authorized Signatory
I have the authority to bind the Corporation
COLLIERS INTERNATIONAL EMEA FINCO PLC
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Per:	<Signed> Davoud Amel-Azizpour
	Name: Davoud Amel-Azizpour
	Title: Director
I have the authority to bind the Company
COLLIERS INTERNATIONAL REMS US, LLC
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Per:	<Signed> Matthew Hawkins
	Name: Matthew Hawkins
	Title: Secretary
I have the authority to bind the Company
THE TORONTO-DOMINION BANK, as<br><br> <br>Administration Agent, Collateral Agent and Canadian Administration Agent
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Per:	<Signed> Neda Heidarpour
	Name: Neda Heidarpour
	Title: Loan Syndications - Agency
Draw Requests, Conversion Requests, Repayment Notices<br><br> <br>[REDACTED]<br><br> <br><br><br> <br>All Other Notices<br><br> <br>[REDACTED]
TORONTO DOMINION (TEXAS) LLC, as U.S.<br><br> <br>Administration Agent
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Per:	<Signed> Hughroy Enniss
	Name: Hughroy Enniss
	Title: Authorized Signatory
THE TORONTO-DOMINION BANK, London<br><br> <br>Branch, as European Agent
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Per:	<Signed> Philip Bates
	Name: Philip Bates
	Title: MD & Head European Corporate Banking
HSBC BANK AUSTRALIA LIMITED, as Australian<br><br> <br>Agent
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Per:	<Signed> Nadia Ladak
	Name: Nadia Ladak
	Title: Country Head – International Subsidiaries

CANADIAN LENDERS

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THE TORONTO-DOMINION BANK
Per:	<Signed> Tim Thomas
	Name: Tim Thomas
	Title: Managing Director
Per:	<Signed> Matthew Hendel
	Name: Matthew Hendel
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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THE BANK OF NOVA SCOTIA
Per:	<Signed> Steve Holyman
	Name: Steve Holyman
	Title: Managing Director
Per:	<Signed> Heather Meldrum
	Name: Heather Meldrum
	Title: Associate Director
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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JPMORGAN CHASE BANK, N.A., Toronto<br><br> <br>Branch
Per:	<Signed> Syed Ali Hasan
	Name: Syed Ali Hasan
	Title: Vice President
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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BANK OF MONTREAL
Per:	<Signed> Sean P. Gallaway
	Name: Sean P. Gallaway
	Title: Director
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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HSBC BANK CANADA
Per:	<Signed> Jesse Macmasters
	Name: Jesse Macmasters
	Title: Head of Large Corporate Ontario
Per:	<Signed> Simon Tobin
	Name: Simon Tobin
	Title: Director, Large Corporate Banking
Address for Notice:<br><br> <br>[REDACTED]

---

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CANADIAN LENDERS CONT’D

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BANK OF AMERICA, N.A., Canadian Branch
Per:	<Signed> Sanaa Khatri-Ahmed
	Name: Sanaa Khatri-Ahmed
	Title: Senior Vice-President
****<br><br> <br>Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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CANADIAN IMPERIAL BANK OF COMMERCE
Per:	<Signed> Sophia Soofi
	Name: Sophia Soofi
	Title: Executive Director
Per:	<Signed> Stephen Redding
	Name: Stephen Redding
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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NATIONAL BANK OF CANADA
Per:	<Signed> Gavin Virgo
	Name: Gavin Virgo
	Title: Vice President
Per:	<Signed> David Torrey
	Name: David Torrey
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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U.S. BANK NATIONAL ASSOCIATION, Canada Branch
Per:	<Signed> James F. Cooper
	Name: James F. Cooper
	Title: Sr. V/President
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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WELLS FARGO BANK, N.A., Canadian Branch
Per:	<Signed> Jeffrey McInenly
	Name: Jeffrey McInenly
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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CANADIAN LENDERS CONT’D

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MIZUHO BANK, LTD.
Per:	<Signed> Deborah Cullen
	Name: Deborah Cullen
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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U.S. LENDERS

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THE TORONTO-DOMINION BANK, NEW YORK BRANCH
Per:	<Signed> Hughroy Enniss
	Name: Hughroy Enniss
	Title: Authorized Signatory
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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U.S. LENDERS CONT’D

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THE BANK OF NOVA SCOTIA
Per:	<Signed> Steve Holyman
	Name: Steve Holyman
	Title: Managing Director
Per:	<Signed> Heather Meldrum
	Name: Heather Meldrum
	Title: Associate Director
Address for Notice:<br><br> <br>[REDACTED]

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U.S. LENDERS CONT’D

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JPMORGAN CHASE BANK, N.A.
Per:	<Signed> Marshall Trenckmann
	Name: Marshall Trenckmann
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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2

U.S. LENDERS CONT’D

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BANK OF MONTREAL, Chicago Branch
Per:	<Signed> Andrew Berryman
	Name: Andrew Berryman
	Title: Vice President
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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HSBC BANK CANADA
Per:	<Signed> Jesse Macmasters
	Name: Jesse Macmasters
	Title: Head of Large Corporate Ontario
Per:	<Signed> Simon Tobin
	Name: Simon Tobin
	Title: Director, Large Corporate Banking
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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BANK OF AMERICA, N.A., Canada Branch
Per:	<Signed> Sanaa Khatri-Ahmed
	Name: Sanaa Khatri-Ahmed
	Title: Senior Vice-President
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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CANADIAN IMPERIAL BANK OF COMMERCE
Per:	<Signed> Sophia Soofi
	Name: Sophia Soofi
	Title: Executive Director
Per:	<Signed> Stephen Redding
	Name: Stephen Redding
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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NATIONAL BANK OF CANADA
Per:	<Signed> Gavin Virgo
	Name: Gavin Virgo
	Title: Vice President
Per:	<Signed> David Torrey
	Name: David Torrey
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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U.S. BANK NATIONAL ASSOCIATION
Per:	<Signed> James F. Cooper
	Name: James F. Cooper
	Title: Sr. V/President
Address for Notice:<br><br> <br>[REDACTED]

U.S. LENDERS CONT’D

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WELLS FARGO BANK, N.A., Canadian Branch
Per:	<Signed> Jeffrey McInenly
	Name: Jeffrey McInenly
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

---

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U.S. LENDERS CONT’D

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MIZUHO BANK, LTD.
Per:	<Signed> Deborah Cullen
	Name: Deborah Cullen
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS

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THE TORONTO-DOMINION BANK, London<br><br> <br>Branch
Per:	<Signed> Philip Bates
	Name: Philip Bates
	Title: MD & Head European Corporate Banking
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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JPMORGAN CHASE BANK, N.A.
Per:	<Signed> Marshall Trenckmann
	Name: Marshall Trenckmann
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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BANK OF MONTREAL, London Branch
Per:	<Signed> Richard Pittam
	Name: Richard Pittam
	Title: MD
Per:	<Signed> Scott Matthews
	Name: Scot Matthews
	Title: MD
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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HSBC UK BANK PLC
Per:	<Signed> Adam Mahmoud
	Name: Adam Mahmoud
	Title: Relationship Director, International Subsidiary Banking
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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THE BANK OF NOVA SCOTIA
Per:	<Signed> Steve Holyman
	Name: Steve Holyman
	Title: Managing Director
Per:	<Signed> Heather Meldrum
	Name: Heather Meldrum
	Title: Associate Director
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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BANK OF AMERICA, N.A., Canada Branch
Per:	**** <Signed> Sanaa Khatri-Ahmed
	Name: Sanaa Khatri-Ahmed
	Title: Senior Vice-President
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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NATIONAL BANK OF CANADA
Per:	<Signed> Gavin Virgo
	Name: Gavin Virgo
	Title: Vice President
Per:	<Signed> David Torrey
	Name: David Torrey
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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WELLS FARGO BANK, N.A., Canadian Branch
Per:	<Signed> Jeffrey McInenly
	Name: Jeffrey McInenly
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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MIZUHO BANK, LTD.
Per:	<Signed> Deborah Cullen
	Name: Deborah Cullen
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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UK LENDERS CONT’D

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CANADIAN IMPERIAL BANK OF COMMERCE
Per:	<Signed> Sophia Soofi
	Name: Sophia Soofi
	Title: Executive Director
Per:	<Signed> Stephen Redding
	Name: Stephen Redding
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS

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THE TORONTO-DOMINION BANK, London<br><br> <br>Branch
Per:	<Signed> Philip Bates
	Name: Philip Bates
	Title: MD & Head European Corporate Banking
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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JPMORGAN CHASE BANK, N.A.
Per:	<Signed> Marshall Trenckmann
	Name: Marshall Trenckmann
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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BANK OF MONTREAL, London Branch
Per:	<Signed> Richard Pittam
	Name: Richard Pittman
	Title: MD
Per:	<Signed> Scott Matthews
	Name: Scott Matthews
	Title: MD
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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HSBC BANK PLC
Per:	<Signed> Adam Mahmoud
	Name: Adam Mahmoud
	Title: Relationship Director, International Subsidiary Banking
<br><br> <br><br><br> <br>****<br><br> <br>Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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THE BANK OF NOVA SCOTIA
Per:	<Signed> Steve Holyman
	Name: Steve Holyman
	Title: Managing Director
Per:	<Signed> Heather Meldrum
	Name: Heather Meldrum
	Title: Associate Director
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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BANK OF AMERICA, N.A., Canada Branch
Per:	<Signed> Sanaa Khatri-Ahmed
	Name: Sanaa Khatri-Ahmed
	Title: Senior Vice-President
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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NATIONAL BANK OF CANADA
Per:	<Signed> Gavin Virgo
	Name: Gavin Virgo
	Title: Vice President
Per:	<Signed> David Torrey
	Name: David Torrey
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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WELLS FARGO BANK, N.A., Canadian Branch
Per:	<Signed> Jeffrey McInenly
	Name: Jeffrey McInenly
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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CANADIAN IMPERIAL BANK OF COMMERCE
Per:	<Signed> Sophia Soofi
	Name: Sophia Soofi
	Title: Executive Director
Per:	<Signed> Stephen Redding
	Name: Stephen Redding
	Title: Managing Director
Address for Notice:<br><br> <br>[REDACTED]

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COLLIERS EMEA LENDERS CONT’D

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MIZUHO BANK, LTD.
Per:	<Signed> Deborah Cullen
	Name: Deborah Cullen
	Title: Director
Per:
	Name:
	Title:
Address for Notice:<br><br> <br>[REDACTED]

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AUSTRALIAN LENDER

	HSBC BANK AUSTRALIA LIMITED
Signed for HSBC BANK AUSTRALIA LIMITED (ABN 48 006 434 162) by its duly
appointed attorney under power of attorney in the presence of:
<Signed> Rex Philip	<Signed> Nadia Ladak
Witness Signature	Attorney Signature
Rex Philip	Nadia Ladak
Print Name	Print Name
	Address for Notice:
	[REDACTED]

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Exhibit 99.3

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Execution Version

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TRUST AGREEMENT

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THIS TRUST AGREEMENT (this "Agreement") is made this 16^th^ day of April, 2021

AMONG:

JAY S. HENNICK, an individual resident in the City of Toronto, Ontario ("Jay")

-	and -

HENSET CAPITAL INC., a corporation existing under the laws of the Province of Ontario ("Henset")

-	and -

COLLIERS INTERNATIONAL GROUP INC., a corporation

amalgamated under the laws of the Province of Ontario ("Colliers")

-	and -

TSX TRUST COMPANY, a trust company existing under the laws of Canada duly authorized to carry on the business of a trust company in the Province of Ontario and having an office in the City of Toronto, in the Province of Ontario (the "Trustee")

WHEREAS:

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A.	Jay, Henset, Colliers (formerly named FirstService Corporation) and The<br>Equitable Trust Company (the "Original Trustee") are parties to a trust agreement dated June 22, 1993 (the "OriginalTrust Agreement");
B.	the office of trustee under the Original Trust Agreement is vacant, and<br>Colliers wishes to appoint the Trustee, as trustee and in doing so enter into this Agreement;
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C.	the authorized capital of Colliers consists of an unlimited number of preference<br>shares, issuable in series, an unlimited number of multiple voting shares (the "Multiple Voting Shares") and an<br>unlimited number of subordinate voting shares (the "Subordinate Voting Shares");
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D.	the Original Trust Agreement was, and this Agreement is, entered into to<br>ensure that the Subordinate Voting Shares would be and continue to be listed on the Toronto Stock Exchange (the "TSX")<br>and that the holders from time to time of Subordinate Voting Shares would not be deprived of rights under applicable take-over<br>bid legislation to which they would have been entitled in the event of a take-over bid if the Multiple Voting Shares and the Subordinate<br>Voting shares were considered to be a single class of shares;
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E.	all of the issued and outstanding Subordinate Voting Shares are listed<br>on the TSX and The Nasdaq Stock Market;
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-2-

F.	in connection with the appointment of the Trustee, the parties (other than<br>the Trustee) wish to correct certain errors, ambiguities, defective provisions, inconsistencies and omissions in the Original Trust<br>Agreement by entering into this Agreement as permitted by section 23 of the Original Trust Agreement;
G.	Colliers, Henset and Jay wish to constitute the Trustee as the trustee for<br>the holders from time to time of the Subordinate Voting Shares for the purposes hereinafter set forth with the intent that such<br>holders, through the Trustee, will receive the benefit of the covenants of Colliers, Henset and Jay contained in this Agreement;<br>and
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H.	the foregoing recitals are made as representations and statements of fact<br>by Jay, Henset and Colliers and not the Trustee.
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NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. Subject to Sections 2 and 8, no Multiple Voting Shares owned by Jay or Henset (collectively, the “Multiple Voting Shareholders”) may be sold, directly or indirectly, pursuant to a take-over bid (as defined in applicable Canadian securities legislation) under circumstances in which any applicable Canadian securities legislation would have required the same offer or a follow-up offer to be made to holders of Subordinate Voting Shares if the same were to be a sale of Subordinate Voting Shares rather than Multiple Voting Shares, but otherwise on the same terms. For this purpose, it shall be assumed that the offer that would have resulted in such sale of Subordinate Voting Shares would have constituted a take-over bid under applicable Canadian securities legislation, regardless of whether this actually would have been the case*.* In determining whether there has been a sale of or offer for Multiple Voting Shares and the terms and conditions of any such sale or offer, effect will be given to all transactions contemplated by the arrangement pursuant to which the Multiple Voting Shares are sold, or are to be sold, whether such transaction or transactions are completed on, before or after the time of sale of Multiple Voting Shares.

2. Section 1 will not apply to prevent a sale by a Multiple Voting Shareholder of Multiple Voting Shares pursuant to a take-over bid if:

(a)	such sale is made pursuant to an offer to all holders of Multiple Voting Shares<br>where a concurrent offer is made to all holders of Subordinate Voting Shares and:
(i)	the price offered per Subordinate Voting Share is at least equal to the higher of the per share price offered for the Multiple<br>Voting Shares and the highest price paid by the offeror, within the 90 day period immediately preceding the date of such offer,<br>for any Multiple Voting Shares owned directly or indirectly by such Multiple Voting Shareholder;
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(ii)	the number of Subordinate<br>Voting Shares offered to be purchased (exclusive of shares owned immediately prior to the offer by the offeror or associates or<br>affiliates of the offeror) expressed as a percentage of the number of Subordinate Voting Shares outstanding is not less than the<br>number of Multiple Voting Shares offered to be purchased expressed as a percentage of the number of Multiple Voting Shares outstanding;
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-3-

(iii)	no condition is attached to the offer for the Subordinate Voting Shares, other than the right not to take up and pay for<br>any Subordinate Voting Shares which may be tendered if no shares are purchased pursuant to the offer for the Multiple Voting Shares;<br>and
(iv)	all other terms are at least as favourable to the holders of Subordinate Voting Shares as the terms of the offer for the<br>Multiple Voting Shares are to such Multiple Voting Shareholder; or
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(b)	there is a concurrent unconditional offer to purchase all of the Subordinate<br>Voting Shares on the terms specified in subsections 2(a)(i) and 2(a)(iv); or
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(c)	such sale is an indirect sale resulting from the acquisition of shares<br>of a corporation which, directly or indirectly, on its own or jointly or in concert with any other party or parties, controls Henset<br>or Colliers, where the transferor and the transferee are members of the Hennick Family (as defined below) and the transferee is<br>the spouse or child of the transferor; provided that any such sale is made in accordance with applicable Ontario securities legislation<br>and, where required by such legislation, an order from the Ontario Securities Commission permitting such sale has been obtained.
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For the purposes of this Agreement, the term "HennickFamily" means collectively: (i) Jay; (ii) the spouse, children or estate of Jay; (iii) a trust the sole beneficiaries at which are any of the foregoing; and (iv) any and all corporations or entities which are directly or indirectly controlled by any one or more of the foregoing. For purposes hereof, "control" means the ownership of or control or direction over voting securities carrying more than 50% of the votes for the election of directors, other than by way of security, where the votes carried by such securities are sufficient, if exercised, to elect a majority of the board of directors or equivalent body of the relevant corporation or entity. For the purposes of this Section 2, the varying of any term of an offer shall be deemed to constitute the making of a new offer.

3. Without limiting the generality of Section 1: (i) a sale will be deemed to be an indirect sale of Multiple Voting Shares owned by a Multiple Voting Shareholder for the purposes of Section 1 if the offer pursuant to which such sale is made would be deemed to be an indirect offer for the Multiple Voting Shares under the take-over bid provisions of applicable Canadian securities legislation; (ii) an offeror shall be deemed to include any person or company acting jointly or in concert with such offeror under the take-bid provisions of applicable Canadian securities legislation; and (iii) any sale which would result in the direct or indirect acquisition of ownership of Multiple Voting Shares or in the direct or indirect acquisition of control or direction over such shares other than is permitted by Section 2, shall be construed to be a sale of such Multiple Voting Shares.

4. Each Multiple Voting Shareholder will use its best efforts to prevent any person or company from carrying out an indirect sale described in Section 1 in respect of any Multiple Voting Shares owned from time to time by such Multiple Voting Shareholder, regardless of whether such person or company is a party to this Agreement, unless Section 2 applies in respect of such sale.

5. If any person or company carries out a sale (including an indirect sale) described in Section 1 in respect of any Multiple Voting Shares owned from time to time by a Multiple Voting Shareholder and if Section 2 does not apply in respect of such sale, such Multiple Voting Shareholder will not at the time such sale becomes effective or thereafter do any of the following with respect to any of the Multiple Voting Shares so sold:

(a)	dispose of them without the prior written consent of the Trustee;
(b)	convert them into Subordinate Voting Shares without the prior written consent<br>of the Trustee; or
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(c)	exercise any voting rights attaching to them;
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-4-

in each case, except in accordance with the written instructions of the Trustee, and such Multiple Voting Shareholder will comply with such instructions. The Trustee may attach conditions to any consent the Trustee gives in exercising its rights hereunder. The Trustee will exercise such rights in a manner that the Trustee, relying on the opinion of counsel, considers to be: (i) in the best interests of the holders of the Subordinate Voting Shares, other than the Multiple Voting Shareholders and holders of Subordinate Voting Shares who, in the opinion of the Trustee, relying on the opinion of counsel, participated directly or indirectly in the transaction that triggered the operation of this Section 5; and (ii) consistent with the intentions of the parties hereto, other than the Trustee, in entering into this Agreement, as such intentions are set out in the recitals to this Agreement.

6. No Multiple Voting Shareholder will effect or facilitate a disposition of any Multiple Voting Shares (including, subject to Section 8, a pledge of security) unless the disposition is conditional upon the person or company acquiring the shares becoming a party to an agreement on the same terms and conditions, mutatis mutandis, as this Agreement, under which such person or company will have the same rights and obligations as the party effecting or facilitating such disposition hereunder and in which all references in this Agreement to the party effecting or facilitating such disposition will be to the acquiring person or company. The conversion of Multiple Voting Shares into Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, will not constitute a disposition of Multiple Voting Shares for the purposes of this Agreement.

7. Subject to Section 8, in the event of any direct or indirect sale of Multiple Voting Shares to any transferee other than a member of the Hennick Family, the transferred Multiple Voting Shares shall be immediately converted into Subordinate Voting Shares. For the purpose of giving effect to the aforementioned conversion, a holder of Multiple Voting Shares proposing to transfer all or part of such shares (the "Transferred Shares") to a transferee who is not a member of the Hennick Family shall not affect any such transfer unless the transfer is conditional upon the person or company (the "Transferee") acquiring the Transferred Shares becoming a party to an agreement with the Trustee and Colliers pursuant to which the Transferee agrees to exercise its right to convert all of the Transferred Shares into Subordinate Voting Shares.

8. Nothing in this Agreement will prevent any person (the "Borrower"), from time to time, directly or indirectly, granting a security interest, by way of pledge, hypothecation or otherwise, whether directly or indirectly, in Multiple Voting Shares owned by a Multiple Voting Shareholder to any financial institution with which the Borrower deals at arm's length (within the meaning of the Income Tax Act (Canada)) in connection with a bona fide borrowing provided that, if the Borrower is a Multiple Voting Shareholder, concurrently with the pledge, hypothecation or other granting of the security interest, the financial institution agrees in writing to become a party to and abide by the terms of this Agreement as if such financial institution were such Multiple Voting Shareholder until such time as the pledge, hypothecation or other security interest has been released or the Multiple Voting Shares which were subject thereto have been disposed of in accordance with the terms of this Agreement.

   -5-

In the event that the Trustee has been provided with information, as a result of which it has reasonable cause to believe that any provision of this Agreement has been or may be breached (by any person other than the Trustee), the Trustee shall, relying on the opinion of counsel, make reasonable inquiries to determine whether: (i) such a breach has occurred or is intended to occur, and (ii) such breach or intended breach can be corrected expeditiously and without prejudice to the bona fide interests of the holders of Subordinate Voting Shares, and if so, the steps proposed to be taken by such parties to correct such breach or intended breach. If the Trustee thereupon determines that a breach or intended breach has occurred or is intended and either cannot be corrected expeditiously or the steps proposed to be taken to correct such breach or intended breach will not adequately correct such breach expeditiously and without prejudice to the bonda fide interests of the holders of Subordinate Voting Shares, the Trustee shall forthwith deliver to Colliers a certificate stating that the Trustee has made such determination. The Trustee will thereupon be entitled to take and, subject to Section 11, will take such action as the Trustee, acting on the opinion of counsel, considers necessary to enforce its rights under this agreement on behalf of the holders of the Subordinate Voting Shares.

For greater certainty, it is acknowledged by all parties that the Trustee does not act as transfer agent for the Multiple Voting Shares and will have no knowledge of any sale or potential sale of Multiple Voting Shares unless notified of such hereunder.

Nothing in this Section 9 shall impose on the Trustee any obligation to make inquiries as to any breach or intended breach of this Agreement provided that the Trustee does not have reasonable cause to believe that such a breach has occurred or is intended. Where the Trustee does not have any reasonable cause to so believe, the Trustee shall have no liability under this Section 9 in respect of any breach or intended breach.

10. Subject to Section 11, in the event holders of not less than 10% of the then outstanding Subordinate Voting Shares determine that any provision of this Agreement has been or will be breached (by any person other than the Trustee), such holders may require the Trustee to take action in connection therewith by delivering to the Trustee a requisition in writing signed in one or more counterparts by such registered holders and setting forth the action to be taken by the Trustee, and upon receipt by the Trustee of such a requisition, the Trustee will forthwith take such action as is specified in the requisition and any other action that the Trustee, relying on the opinion of counsel, considers necessary to enforce its rights under this Agreement on behalf of the holders of the Subordinate Voting Shares; provided that the Trustee shall in the first instance, relying on an opinion of counsel, determine whether the breach or intended breach can be corrected expeditiously and without prejudice to the bona fide interests of the holders of the Subordinate Voting Shares, and if so, whether the steps proposed to be taken by the Multiple Voting Shareholders, Colliers and/or a beneficial owner to correct such breach or intended breach will adequately correct such breach expeditiously and without prejudice to the bona fide interests of the holders of Subordinate Voting Shares.

11. The obligation of the Trustee to take any action on behalf of the holders of the Subordinate Voting Shares will be conditional upon the Trustee receiving from Colliers or from one or more holders of Subordinate Voting Shares: (i) such funds and indemnities as the Trustee may reasonably require in respect of any fees, costs or expenses which it may incur or any liability that it may be exposed to in connection with any such action; and (ii) conclusive evidence of the registered holdings of the holders of Subordinate Voting Shares, including, but not limited to, a register showing the registered holders of outstanding Subordinate Voting Shares, the number of Subordinate Voting Shares so held by each holder and the total number of then outstanding Subordinate Voting Shares. Colliers will provide such funding and indemnities to the Trustee if the Trustee has delivered to Colliers the certificate referred to in Section 9.

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12. No holder of Subordinate Voting Shares will have the right, other than through the Trustee, to institute any action or proceeding or to exercise any other remedy for the purpose of enforcing any rights arising from this Agreement unless holders of Subordinate Voting Shares have requested in the manner specified in Section 10 that the Trustee act and have provided reasonable funds and indemnities to the Trustee and the Trustee has failed to so act within 30 days after the provision of such funds and indemnities. In such case, any holder of Subordinate Voting Shares acting on behalf of such holder and all other holders of Subordinate Voting Shares will be entitled to initiate whatever proceedings that the Trustee would have been entitled to initiate in any court of competent jurisdiction.

13. The Trustee may resign and be discharged from all further duties and liabilities hereunder, subject to this Section 13, after giving 60 days' written notice to the other parties hereto or such shorter notice as such parties may accept as sufficient. Colliers will have the power at any time to remove the existing Trustee, provided such removal does not adversely affect the interests of the holders of the Subordinate Voting Shares, after giving the Trustee 30 days' written notice of such removal or such shorter notice that the Trustee will accept as sufficient. In the event that the office of the Trustee becomes vacant due to the removal of the existing Trustee by Colliers, Colliers will forthwith appoint a new trustee which must be one of the largest five corporations (in terms of assets under administration) licensed or authorized to carry on the business of a trust company in Ontario. In the event that the office of the Trustee becomes vacant otherwise than by removal of the Trustee by Colliers, Colliers will forthwith appoint a new trustee which must be a corporation licensed or authorized to carry on the business of a trust company in Ontario; failing such appointment, any of the parties hereto or any holder of Subordinate Voting Shares may apply to a judge of the Ontario Superior Court of Justice for the appointment of a new trustee. Upon any new appointment, the new trustee will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Trustee, but there will be immediately executed, at the expense of Colliers, all such instruments as may be, in the opinion of counsel to Colliers, necessary or desirable to assure such vesting. Any resignation of the Trustee will not become effective until the successor party executes an appropriate instrument accepting the appointment of the new trustee. Notwithstanding such resignation or removal, the Trustee will continue to be indemnified in accordance with Section 14.

14.	(a)	Jay, Henset and Colliers (and any of their respective<br>successors or assigns hereunder), hereby jointly and severally indemnify and save harmless the Trustee from and against all claims,<br>losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel)<br>which may be paid, incurred or suffered by the Trustee by reason of or as a result of the Trustee’s acceptance or administration<br>of the trust hereunder, its compliance with its duties set forth in this Agreement or any written, electronic or oral instructions<br>delivered to the Trustee by Colliers pursuant hereto, except to the extent that the same results from its own gross negligence,<br>willful misconduct or bad faith. In no case shall Jay, Henset and Colliers be liable under the indemnity in this subsection 14(a)<br>for any claim against the Trustee unless such parties shall be notified by the Trustee of the written assertion of a claim or<br>of any action commenced against the Trustee, as soon as practicable after the Trustee shall have received any such written assertion<br>of a claim, or shall have been served with

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a summons or other first legal process giving information<br>as to the nature and basis of the claim. Jay, Henset and/or Colliers shall be entitled to participate at its own expense in the<br>defence of the assertion or claim. Subject to paragraph 14(a)(ii), Jay, Henset and/or Colliers may elect at any time after receipt<br>of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ<br>separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at<br>the expense of the Trustee unless:
(i)	the employment of such counsel has been authorized by Jay, Henset or Colliers; or
---	---
(ii)	the named parties to any such suit include both the Trustee, Jay, Henset<br>and/or Colliers and the Trustee shall have been advised by counsel acceptable to Jay, Henset and Colliers that there may be one<br>or more legal defences available to the Trustee that are different from or in addition to those available to Jay, Henset and/or<br>Colliers (in which case Jay, Henset and Colliers shall not have the right to assume the defence of such suit on behalf of the Trustee<br>but shall be jointly and severally liable to pay the reasonable fees and expenses of counsel for the Trustee).
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For greater certainty, this indemnity will include any claims, losses, damages, costs, penalties, fines incurred or suffered by the Trustee arising under the Original Trust Agreement. This indemnity shall survive the resignation or removal of the Trustee and the termination of this Agreement.

(b)	The Trustee may employ or retain such counsel (who may be counsel to Colliers),<br>auditors, accountants or other experts or advisers, whose qualifications give authority to any opinion or report made by them as<br>it may reasonably require for the purpose of discharging its duties hereunder and will not be responsible for any misconduct or<br>negligence on the part of any of them. The Trustee may, if it is acting in good faith, rely on the accuracy of any such opinion<br>or report.
(c)	The Trustee will have no responsibility, if it is acting in good faith,<br>for the genuineness or validity of any securities, documents or other things deposited with it. In the exercise of its rights,<br>duties and obligations hereunder, the Trustee may, if it is acting in good faith, rely as to the truth of the statements made in<br>any certificates or other documents provided to it.
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(d)	The Trustee shall not be liable for any action taken or omitted to be taken<br>by it under or in connection with this Agreement, except for its own gross negligence, willful misconduct or bad faith.
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(e)	The Trustee may, if it is acting in good faith, rely, as to the truth of<br>the statements and the correctness of the opinions expressed therein, upon any instruction, advice, notice, opinion or other document<br>believed by it to be genuine and to have been signed or presented by the proper party or parties and, subject to subsection 14(d),<br>shall be under no liability with respect to any action taken or omitted to be taken in accordance with such instruction, advice,<br>notice, opinion or other document.
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(f)	This Agreement sets forth exclusively the duties of the Trustee with respect<br>to any and all matters pertinent hereto and no implied duties or obligations shall be read into the agreement against the Trustee,<br>including any agreement referred to in this Agreement to which the Trustee is not a party, including without limitation, the Original<br>Trust Agreement.
(g)	None of the provisions of this Agreement shall require the Trustee under<br>any circumstances whatsoever to expend or risk its own funds or otherwise incur financial liability in the performance of any of<br>its duties or the exercise of any of its rights or powers in connection with this Agreement.
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15. Colliers will pay the reasonable fees and expenses of the Trustee in connection with the performance of the Trustee's obligations hereunder, including the reasonable fees and disbursements of counsel or other experts employed by the Trustee but this Section 15 will not require Colliers to pay any fees or expenses in connection with any action taken by the Trustee pursuant to Section 9 and Section 10 if the Trustee has not delivered to Colliers the certificate referred to in Section 9 with respect to such action.

16. The Trustee hereby accepts the appointment as trustee for the holders from time to time of the Subordinate Voting Shares and the trusts in this Agreement declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold and exercise the rights, privileges and benefits conferred upon it hereby in trust for the various persons who are from time to time holders of Subordinate Voting Shares.

17. In the exercise of its rights and duties hereunder, the Trustee will exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

18. The Trustee represents that at the time of the execution and delivery hereof no material conflict of interests exists in the Trustee's role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within one month after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder. Subject to the foregoing, the Trustee, in its personal or any other capacity, may buy, lend upon and deal in securities of Colliers and generally may contract with and enter into financial transactions with Colliers or any of its affiliates without being liable to account for any profit made thereby.

19. The parties hereto, other than the Trustee, covenant and agree that all certificates representing Multiple Voting Shares will have endorsed thereon a legend to the effect that the Multiple Voting Shares represented by such certificates are subject to the terms of this Agreement and that a copy of this Agreement may be examined at the head office of Colliers. Colliers will maintain a true copy of this Agreement at its head office and will permit any shareholder of Colliers to inspect and make copies thereof during normal business hours.

20. It is acknowledged that damages may not be an adequate remedy if a party, other than the Trustee, bound by this Agreement breaches any of its covenants contained herein. Therefore, the parties, other than the Trustee, agree that orders of specific performance, injunctions, and other equitable remedies may be required to protect the parties hereto and the holders of Subordinate Voting Shares and thus may be sought and obtained hereunder in lieu of or in addition to damages and all defences and protests with respect to the seeking or granting thereof are hereby waived to the maximum extent permitted by law.

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This Agreement amends and supersedes the Original Trust Agreement and will take effect on the date hereof and shall terminate on the date upon which there are no longer any Multiple Voting Shares issued and outstanding; provided, however, that the obligations of Colliers under Sections 14 and 15 shall survive. Colliers will provide notice to the Trustee of the termination of this Agreement.

22. This Agreement will not be amended, varied or modified and no provision thereof will be waived, except with the approval of at least two-thirds of the votes cast by the holders of Subordinate Voting Shares present or represented at a meeting duly called for the purpose of considering such amendment, variation, modification or waiver, which two-thirds majority must include a simple majority of the votes cast by the holders of Subordinate Voting Shares, excluding any person (including Henset) who owns Multiple Voting Shares, is an affiliate of a person who owns Multiple Voting Shares or is a person who has an agreement to purchase Multiple Voting Shares prior to giving effect to the amendment, variation, modification or waiver.

23. Notwithstanding the provisions of Section 22, this Agreement may be amended without the approval of the holders of the Subordinate Voting Shares in order to correct or rectify any errors, ambiguities, defective provisions, inconsistencies or omissions herein, provided that the Trustee is of the opinion, relying on the opinion of counsel, that the rights hereunder of the holders of Subordinate Voting Shares will not be prejudiced in any material respect by such amendment and further provided that the prior consent of the TSX in respect of such amendment had been received.

24. No provision in this Agreement shall limit the rights of any holders of Subordinate Voting Shares under applicable Canadian securities legislation.

25. Any notice or other communication made pursuant to or in connection with this Agreement will be sufficiently given if it is in writing and delivered or sent by registered mail or by facsimile transmission, email or other form of recorded communication:

(a)	if to any of Jay or Henset, to:

c/o Henset Capital Inc.

1140 Bay Street, Suite 4000

Toronto, Ontario

M5S 2B4

Attention: Jay S. Hennick

Facsimile No.: 416-960-5333

Email: Jay.Hennick@colliers.com

(b)	if to Colliers, to:

1140 Bay Street, Suite 4000

Toronto, Ontario

M5S 2B4

Attention: Vice President, Legal Counsel & Corporate Secretary

Facsimile No: 416-960-5333

Email: Matthew.Hawkins@colliers.com

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(c)	if to the Trustee, to:

TSX Trust Company

301-100 Adelaide Street W.

Toronto, ON, M5H 4H1

Attention: Vice President , Trust Services

Facsimile No: 416 361 0470

Email: tmxestaff-corporatetrust@tmx.com

or to such other address as the party to whom such notice or communication is to be given shall have last designated to the party giving the same in the manner specified in this Section 25. Any such notice or communication shall be deemed to have been given and received on the day it is so delivered or sent or on the third day following the mailing thereof in Ontario, as the case may be.

26. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The terms "associate" and "affiliate" used herein will have the meanings ascribed thereto under National Instrument 62- 104 – Take-Over Bids and Issuer Bids or any successor thereto or replacement thereof. The term “counsel” used herein means a barrister or solicitor or a firm of barristers and solicitors (who may be counsel for the Company) acceptable to the Trustee, acting reasonably.

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the Company or any shorter period of time as agreed to by the Company, provided that: (a) the Trustee’s written notice shall describe the circumstances of such non-compliance; and (b) if such circumstances are rectified to the Trustee’s satisfaction within such ten (10)-day period, then such resignation shall not be effective.

28. No party to this Agreement shall be liable to the others, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including general mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 28.

29. This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns, as applicable. Any entity resulting from the merger, amalgamation or continuation of the Trustee, or succeeding to all or substantially all of its corporate trust business (by sale of such business or otherwise), shall thereupon automatically become the Trustee hereunder without further act or formality.

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The parties hereto will do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

31. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

32. If any provision or portion thereof of this Agreement or of the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision or portion thereof to any other person or circumstance shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

33. This Agreement may be simultaneously executed by the parties hereto in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed signature page to this Agreement by any party by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such party.

34. Colliers shall do all things necessary to facilitate the due performance of this Agreement including the fulfillment by the Multiple Voting Shareholders of their obligations hereunder.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have executed these presents on the day and year first above written.

HENSET CAPITAL INC.
Per:	<Signed> Jay S. Hennick
	Name: Jay S. Hennick
	Title: President

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COLLIERS INTERNATIONAL GROUP INC.
Per:	<Signed> Peter F. Cohen
	Name: Peter F. Cohen
	Title: Vice Chairman and Lead Director

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TSX TRUST COMPANY
Per:	<Signed> Michael Rosenberg
	Name: Michael Rosenberg
	Title: Sr. Trust Officer
Per:	<Signed> Brett Higgs
---	---
	Name: Brett Higgs
	Title: Corporate Trust Officer

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SIGNED AND DELIVERED	)
in the presence of	)
	)
<Signed> Jonathan Ng	)	<Signed> Jay S. Hennick
Signature of Witness	)	JAY S. HENNICK
	)
Jonathan Ng	)
Print Name of Witness	)

Original Revised Trust Agreement with TSX Company as Trustee

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Exhibit 99.4

Execution Version

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TRUST AGREEMENT

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THIS TRUST AGREEMENT (this "Agreement") is made this 16^th^ day of April, 2021

AMONG:

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JAY S. HENNICK, an individual resident in the City of Toronto, Ontario

("Jay")

• and -

HENSET CAPITAL INC., a corporation existing under the laws of the Province of Ontario

("Henset")

• and -

COLLIERS INTERNATIONAL GROUP INC., a corporation amalgamated under the laws of the Province of Ontario

("Colliers")

• and-

TSX TRUST COMPANY, a trust company existing under the laws of Canada duly authorized to carry on the business of a trust company in the Province of Ontario and having an office in the City of Toronto, in the Province of Ontario

(the "Trustee")

RECITALS:

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A.	the authorized capital of Colliers consists of an unlimited number of preference<br>shares, issuable in series, an unlimited number of multiple voting shares (the "Multiple Voting Shares") and an unlimited<br>number of subordinate voting shares (the "Subordinate Voting Shares");
B.	as at the date hereof, Henset owns 1,325,694 Multiple Voting Shares, representing<br>all of the issued and outstanding Multiple Voting Shares, and Henset, Jay and their respective associates (which includes, for the avoidance<br>of doubt, The Jay & Barbara Hennick Family Foundation (the "Foundation") for so long as Jay and his immediate family<br>controls the Foundation) and affiliates, beneficially own 1,325,694 Multiple Voting Shares and 5,350,383 Subordinate Voting Shares, including<br>345,014 Subordinate Voting Shares issuable upon the conversion of the 4.00% Convertible Senior Subordinated Notes of Colliers due 2025.<br>All of the issued and outstanding voting securities of Henset are owned by Jay
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| -2- |

| --- | | C. | all of the issued and outstanding Subordinate Voting Shares are listed on the Toronto<br>Stock Exchange (the "TSX") and The Nasdaq Stock Market ("NASDAQ"); | | --- | --- | | D. | Jay, Henset, Colliers and The Equitable Trust Company were subject to a trust agreement<br>(the "Original Trust Agreement") made as of the 22^nd^ day of June, 1993, which Original Trust Agreement was<br>amended and superseded by a new trust agreement (the "Current Trust Agreement") entered into among the parties hereto<br>in connection with the appointment of the Trustee as the successor trustee; | | --- | --- | | E. | the Original Trust Agreement and Current Trust Agreement were entered into to ensure<br>that the Subordinate Voting Shares would be and continue to be listed on TSX and that the holders from time to time of Subordinate Voting<br>Shares would not be deprived of rights under applicable take-over bid legislation to which they would have been entitled in the event<br>of a take-over bid if the Multiple Voting Shares and the Subordinate Voting shares were considered to be a single class of shares; | | --- | --- | | F. | Jay, Henset, Colliers and others have entered into a transaction agreement (the<br>"Transaction Agreement") made the 26^th^ day of February, 2021 pursuant to which, among other things, Jay, Henset<br>and Colliers agreed to enter into this Agreement (which is in addition to the Current Trust Agreement) to provide for the sunset provisions<br>for the Multiple Voting Shares and a restriction on the ability to sell the Multiple Voting Shares for consideration which is greater<br>than 115% of the market price of the Multiple Voting Shares; | | --- | --- | | G. | Colliers, Henset and Jay wish to constitute the Trustee as the trustee for the<br>holders from time to time of the Subordinate Voting Shares for the purposes hereinafter set forth with the intent that such holders, through<br>the Trustee, will receive the benefit of the covenants of Colliers, Henset and Jay contained in this Agreement; and | | --- | --- | | H. | the foregoing recitals are made as representations and statements of fact by Jay,<br>Henset and Colliers and not the Trustee. | | --- | --- |

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. No Multiple Voting Shares owned by Henset may be sold, directly or indirectly, at a price greater than the market price (as hereinafter defined) of the Subordinate Voting Shares on the date of any agreement to sell such Multiple Voting Shares, unless such sale is made: (a) through the facilities of NASDAQ or the TSX; (b) pursuant to a take-over bid which satisfies the requirements of Section 2 of the Current Trust Agreement; (c) pursuant to a transaction other than a take-over bid where there is a concurrent offer made to purchase Subordinate Voting Shares from, or for the acquisition of Subordinate Voting Shares from, the holders of Subordinate Voting Shares on terms that are at least as favourable to the holders of Subordinate Voting Shares as those made to the holders of Multiple Voting Shares (including, without limitation, pursuant to an amalgamation, arrangement, business combination or other similar transaction); (d) pursuant to an issuer bid (as such term is defined in National Instrument 62-104 – Take-Over Bids and Issuer Bids or any successor thereto or replacement thereof); or (e) pursuant to the granting, directly or indirectly, of a security interest which satisfies the requirements of Section 8 of the Current Trust Agreement. For the purposes of this Agreement, "market price" shall be determined in accordance with section 1.11(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids or any successor thereto or replacement thereof.

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2. Without limiting the generality of Section 1: (a) a sale will be deemed to be an indirect sale of Multiple Voting Shares owned by Henset for the purposes of Section 1 if the offer pursuant to which such sale is made would be deemed to be an indirect offer for the Multiple Voting Shares under the take-over bid provisions of applicable Canadian securities legislation; and (b) any sale which would result in the direct or indirect acquisition of ownership of Multiple Voting Shares or in the direct or indirect acquisition of control or direction over such shares, other than as permitted by Section 2 of the Current Trust Agreement, shall be construed to be a sale of such Multiple Voting Shares.

3. Henset will use its best efforts to prevent any person or company from carrying out an indirect sale in respect of any Multiple Voting Shares owned from time to time by Henset, regardless of whether such person or company is a party to this Agreement, other than as permitted by Section 1.

4. If any person or company carries out a sale (whether a direct or indirect) other than as permitted by Section 1 (and having regard to Section 2) in respect of any Multiple Voting Shares owned from time to time by Henset, Henset will not at the time such sale becomes effective or thereafter do any of the following with respect to any of the Multiple Voting Shares so sold:

(a)	dispose of them without the prior written consent of the Trustee;
(b)	convert them into Subordinate Voting Shares without the prior written consent of the<br>Trustee; or
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(c)	exercise any voting rights attaching to them
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in each case, except in accordance with the written instructions of the Trustee, and Henset will comply with such instructions. The Trustee may attach conditions to any consent the Trustee gives in exercising its rights hereunder. The Trustee will exercise such rights in a manner that the Trustee, relying on the opinion of counsel, considers to be: (i) in the best interests of the holders of the Subordinate Voting Shares, other than Henset and holders of Subordinate Voting Shares who, in the opinion of the Trustee, relying on the opinion of counsel, participated directly or indirectly in the transaction that triggered the operation of this Section 4; and (ii) consistent with the intentions of the parties hereto, other than the Trustee, in entering into this Agreement, as such intentions are set out in the recitals to this Agreement.

5. Henset will not effect or facilitate a disposition of any Multiple Voting Shares (including, subject to Section 8 of the Current Trust Agreement, granting a security interest therein) permitted by Section 1 unless the disposition is conditional upon the person or company acquiring such Multiple Voting Shares becoming a party to an agreement on the same terms and conditions, mutatis mutandis, as this Agreement, under which such person or company will have the same rights and obligations as the party effecting or facilitating such disposition hereunder and in which all references in this Agreement to the party effecting or facilitating such disposition will be to the acquiring person or company. The conversion of Multiple Voting Shares into Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, will not constitute a disposition of Multiple Voting Shares which is prohibited by Section 1 of this Agreement.

6. Henset shall immediately convert all of the issued and outstanding Multiple Voting Shares into Subordinate Voting Shares (on the basis (as of the date hereof) of one Subordinate Voting Share for each Multiple Voting Share so converted, without any other consideration), pursuant to

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the right of a holder of Multiple Voting Shares contained in the articles of Colliers, on the earliest to occur of:

(a)	the date that the sum of the number of Multiple Voting Shares and Subordinate Voting<br>Shares beneficially owned by Henset and Jay, together with their respective associates (including, for the avoidance of doubt, the Foundation<br>for so long as Jay and his immediate family controls the Foundation) and affiliates, and including through the ownership of securities<br>convertible into or exchangeable or exercisable for Subordinate Voting Shares, is less than 4,000,000, as such number shall be equitably<br>adjusted to reflect the effect of any share splits, share consolidations, share reorganizations, recapitalizations, or other similar changes<br>to the outstanding capital structure of Colliers subsequent to the date hereof, and including for greater certainty through the issuance<br>or other distribution of Subordinate Voting Shares or securities convertible into or exchangeable or exercisable for Subordinate Voting<br>Shares to all or substantially all holders of Multiple Voting Shares and Subordinate Voting Shares;
(b)	the date that is twenty four (24) months after the date of the termination or<br> expiry of the management services agreement (the "New MSA") entered into as of the date hereof among Jay, Jayset<br> Management Inc. (or an affiliate thereof) ("ManagementCo") and Colliers due to any of the following: (i) the death<br> of Jay; (ii)  a bonafide illness, physical or mental, where Jay unable to devote his time and attention (on behalf ManagementCo) to the business and<br>affairs of Colliers as required under the New MSA for the period specified under Section 4.6(a) of the New MSA and as determined in<br>accordance with Section 4.6(c) of the New MSA; (iii)  the voluntary termination of the New<br>MSA by Jay and/or ManagementCo or the election of Jay and/or ManagementCo not to renew or extend the then term of the New MSA; or<br>(iv) the occurrence of one of the specified cause reasons contained in Section 4.5 of the New MSA; or
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(c)	September 1, 2028.
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7. In the event that the Trustee has been provided with information, as a result of which it has reasonable cause to believe that any provision of this Agreement has been or may be breached (by any person other than the Trustee), the Trustee shall, relying on the opinion of counsel, make reasonable inquiries to determine whether: (i) such a breach has occurred or is intended to occur, and (ii) such breach or intended breach can be corrected expeditiously and without prejudice to the bona fide interests of the holders of Subordinate Voting Shares, and if so, the steps proposed to be taken by such parties to correct such breach or intended breach. If the Trustee thereupon determines that a breach or intended breach has occurred or is intended and either cannot be corrected expeditiously or the steps proposed to be taken to correct such breach or intended breach will not adequately correct such breach expeditiously and without prejudice to the bondafide interests of the holders of Subordinate Voting Shares, the Trustee shall forthwith deliver to Colliers a certificate stating that the Trustee has made such determination. The Trustee will thereupon be entitled to take and, subject to Section 9, will take such action as the Trustee, acting on the opinion of counsel, considers necessary to enforce its rights under this agreement on behalf of the holders of the Subordinate Voting Shares.

For greater certainty, it is acknowledged by all parties that the Trustee does not act as transfer agent for the Multiple Voting Shares and will have no knowledge of any sale or potential sale of Multiple Voting Shares unless notified of such hereunder.

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Nothing in this Section 7 shall impose on the Trustee any obligation to make inquiries as to any breach or intended breach of this Agreement provided that the Trustee does not have reasonable cause to believe that such a breach has occurred or is intended. Where the Trustee does not have any reasonable cause to so believe, the Trustee shall have no liability under this Section 7 in respect of any breach or intended breach.

8. Subject to Section 9, in the event holders of not less than 10% of the then outstanding Subordinate Voting Shares determine that any provision of this Agreement has been or will be breached (by any person other than the Trustee), such holders may require the Trustee to take action in connection therewith by delivering to the Trustee a requisition in writing signed in one or more counterparts by such registered holders and setting forth the action to be taken by the Trustee, and upon receipt by the Trustee of such a requisition, the Trustee will forthwith take such action as is specified in the requisition and any other action that the Trustee, relying on the opinion of counsel, considers necessary to enforce its rights under this Agreement on behalf of the holders of the Subordinate Voting Shares; provided that the Trustee shall in the first instance determine, relying on an opinion of counsel, whether the breach or intended breach can be corrected expeditiously and without prejudice to the bona fide interests of the holders of the Subordinate Voting Shares, and if so, whether the steps proposed to be taken by Jay, Henset, Colliers and/or a beneficial owner to correct such breach or intended breach will adequately correct such breach expeditiously and without prejudice to the bona fide interests of the holders of Subordinate Voting Shares.

9. The obligation of the Trustee to take any action on behalf of the holders of the Subordinate Voting Shares will be conditional upon the Trustee receiving from Colliers or from one or more holders of Subordinate Voting Shares: (i) such funds and indemnities as the Trustee may reasonably require in respect of any fees, costs or expenses which it may incur or any liability that it may be exposed to in connection with any such action; and (ii) conclusive evidence of the registered holdings of the holders of Subordinate Voting Shares, including, but not limited to, a register showing the registered holders of outstanding Subordinate Voting Shares, the number of Subordinate Voting Shares so held by each holder and the total number of then outstanding Subordinate Voting Shares. Colliers will provide such funding and indemnities to the Trustee if the Trustee has delivered to Colliers the certificate referred to in Section 7.

10. No holder of Subordinate Voting Shares will have the right, other than through the Trustee, to institute any action or proceeding or to exercise any other remedy for the purpose of enforcing any rights arising from this Agreement unless holders of Subordinate Voting Shares have requested in the manner specified in Section 8 that the Trustee act and have provided reasonable funds and indemnities to the Trustee and the Trustee has failed to so act within 30 days after the provision of such funds and indemnities. In such case, any holder of Subordinate Voting Shares acting on behalf of such holder and all other holders of Subordinate Voting Shares will be entitled to initiate whatever proceedings that the Trustee would have been entitled to initiate in any court of competent jurisdiction.

11. The Trustee may resign and be discharged from all further duties and liabilities hereunder, subject to this Section 11, after giving 60 days' written notice to the other parties hereto or such shorter notice as such parties may accept as sufficient. Colliers will have the power at any time to remove the existing Trustee, provided such removal does not adversely affect the interests of the holders of the Subordinate Voting Shares, after giving the Trustee 30 days' written notice of such removal or such shorter notice that the Trustee will accept as sufficient. In the event that the office of the Trustee becomes vacant due to the removal of the existing Trustee by Colliers, Colliers will forthwith appoint a new trustee which must be one of the largest five corporations (in

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terms of assets under administration) licensed or authorized to carry on the business of a trust company in Ontario. In the event that the office of the Trustee becomes vacant otherwise than by removal of the Trustee by Colliers, Colliers will forthwith appoint a new trustee which must be a corporation licensed or authorized to carry on the business of a trust company in Ontario; failing such appointment, any of the parties hereto or any holder of Subordinate Voting Shares may apply to a judge of the Ontario Superior Court of Justice for the appointment of a new trustee. Upon any new appointment, the new trustee will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Trustee, but there will be immediately executed, at the expense of Colliers, all such instruments as may be, in the opinion of counsel to Colliers, necessary or desirable to assure such vesting. Any resignation of the Trustee will not become effective until the successor party executes an appropriate instrument accepting the appointment of the new trustee. Notwithstanding such resignation or removal, the Trustee will continue to be indemnified in accordance with Section 12.

12.	(a)	Jay, Henset and<br>Colliers (and any of their respective successors or assigns hereunder) hereby jointly and severally indemnify and save harmless the Trustee<br>from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s<br>legal counsel) which may be paid, incurred or suffered by the Trustee by reason of or as a result of the Trustee’s acceptance or<br>administration of the trust hereunder, its compliance with its duties set forth in this Agreement or any written, electronic or oral<br>instructions delivered to the Trustee by Colliers pursuant hereto, except to the extent that the same results from its own gross negligence,<br>willful misconduct or bad faith. In no case shall Jay, Henset and Colliers be liable under the indemnity in this subsection 12(a) for<br>any claim against the Trustee unless such parties shall be notified by the Trustee of the written assertion of a claim or of any action<br>commenced against the Trustee, as soon as practicable after the Trustee shall have received any such written assertion of a claim, or<br>shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Jay, Henset<br>and/or Colliers shall be entitled to participate at its own expense in the defence of the assertion or claim. Subject to paragraph 12(a)(ii),<br>Jay, Henset and/or Colliers may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any<br>such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but<br>the fees and expenses of such counsel shall be at the expense of the Trustee unless:
(i)	the employment of such counsel has been authorized by Jay, Henset or Colliers;<br>or
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(ii)	the named parties to any such suit include both the Trustee, Jay, Henset and/or<br>Colliers and the Trustee shall have been advised by counsel acceptable to Jay, Henset and Colliers that there may be one or more legal<br>defences available to the Trustee that are different from or in addition to those available to Jay, Henset and/or Colliers (in which case<br>Jay, Henset and Colliers shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be jointly and<br>severally liable to pay the reasonable fees and expenses of counsel for the Trustee).
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For greater certainty, this indemnity will include any claims, losses, damages, costs, penalties, fines incurred or suffered by the Trustee arising under the Original

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Trust Agreement. This indemnity shall survive the resignation or removal of the Trustee and the termination of this Agreement.

(b)	The Trustee may employ or retain such counsel (who may be counsel to Colliers),<br>auditors, accountants or other experts or advisers, whose qualifications give authority to any opinion or report made by them as it may<br>reasonably require for the purpose of discharging its duties hereunder and will not be responsible for any misconduct or negligence on<br>the part of any of them. The Trustee may, if it is acting in good faith, rely on the accuracy of any such opinion or report.
(c)	The Trustee will have no responsibility, if it is acting in good faith, for the<br>genuineness or validity of any securities, documents or other things deposited with it. In the exercise of its rights, duties and obligations<br>hereunder, the Trustee may, if it is acting in good faith, rely as to the truth of the statements made in any certificates or other documents<br>provided to it.
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(d)	The Trustee shall not be liable for any action taken or omitted to be taken by<br>it under or in connection with this Agreement, except for its own gross negligence, willful misconduct or bad faith.
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(e)	The Trustee may, if it is acting in good faith, rely, as to the truth of the statements<br>and the correctness of the opinions expressed therein, upon any instruction, advice, notice, opinion or other document believed by it<br>to be genuine and to have been signed or presented by the proper party or parties and, subject to subsection 12(d), shall be under no<br>liability with respect to any action taken or omitted to be taken in accordance with such instruction, advice, notice, opinion or other<br>document.
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(f)	This Agreement sets forth exclusively the duties of the Trustee with respect to<br>any and all matters pertinent hereto and no implied duties or obligations shall be read into the agreement against the Trustee, including<br>any agreement referred to in this Agreement to which the Trustee is not a party, including without limitation, the Original Trust Agreement.
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(g)	None of the provisions of this Agreement shall require the Trustee under any circumstances<br>whatsoever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise<br>of any of its rights or powers in connection with this Agreement.
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13. Colliers will pay the reasonable fees and expenses of the Trustee in connection with the performance of the Trustee's obligations hereunder, including the reasonable fees and disbursements of counsel or other experts employed by the Trustee but this Section 13 will not require Colliers to pay any fees or expenses in connection with any action taken by the Trustee pursuant to Section 7 and Section 8 if the Trustee has not delivered to Colliers the certificate referred to in Section 7 with respect to such action.

14. The Trustee hereby accepts the appointment as trustee for the holders from time to time of the Subordinate Voting Shares and the trusts in this Agreement declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold and exercise the rights, privileges and benefits conferred upon it hereby in trust for the various persons who are from time to time holders of Subordinate Voting Shares.

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15. In the exercise of its rights and duties hereunder, the Trustee will exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

16. The Trustee represents that at the time of the execution and delivery hereof no material conflict of interests exists in the Trustee's role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within one month after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder. Subject to the foregoing, the Trustee, in its personal or any other capacity, may buy, lend upon and deal in securities of Colliers and generally may contract with and enter into financial transactions with Colliers or any of its affiliates without being liable to account for any profit made thereby.

17. The parties hereto, other than the Trustee, covenant and agree that all certificates representing Multiple Voting Shares issued after the date hereof will have endorsed thereon a legend to the effect that the Multiple Voting Shares represented by such certificates are subject to the terms of this Agreement and that a copy of this Agreement may be examined at the head office of Colliers. Colliers will maintain a true copy of this Agreement at its head office and will permit any shareholder of Colliers to inspect and make copies thereof during normal business hours.

18. It is acknowledged that damages may not be an adequate remedy if a party, other than the Trustee, bound by this Agreement breaches any of its covenants contained herein. Therefore, the parties, other than the Trustee, agree that orders of specific performance, injunctions, and other equitable remedies may be required to protect the parties hereto and the holders of Subordinate Voting Shares and thus may be sought and obtained hereunder in lieu of or in addition to damages and all defences and protests with respect to the seeking or granting thereof are hereby waived to the maximum extent permitted by law.

19. This Agreement will take effect on the date hereof and shall terminate on the date upon which there are no longer any Multiple Voting Shares issued and outstanding; provided, however, that the obligations of Colliers under Sections 12 and 13 shall survive. Colliers will provide notice to the Trustee of the termination of this Agreement.

20. This Agreement will not be amended, varied or modified and no provision thereof will be waived, except with the approval of at least two-thirds of the votes cast by the holders of Subordinate Voting Shares present or represented at a meeting duly called for the purpose of considering such amendment, variation, modification or waiver, which two-thirds majority must include a simple majority of the votes cast by the holders of Subordinate Voting Shares, excluding any person (including Henset) who owns Multiple Voting Shares, is an affiliate of a person who owns Multiple Voting Shares or is a person who has an agreement to purchase Multiple Voting Shares prior to giving effect to the amendment, variation, modification or waiver.

21. Notwithstanding the provisions of Section 20, this Agreement may be amended without the approval of the holders of the Subordinate Voting Shares in order to correct or rectify any errors, ambiguities, defective provisions, inconsistencies or omissions herein, provided that the Trustee is of the opinion, relying on the opinion of counsel, that the rights hereunder of the holders of Subordinate Voting Shares will not be prejudiced in any material respect by such amendment and further provided that the prior consent of the TSX in respect of such amendment had been received.

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22. No provision in this Agreement shall limit the rights of any holders of Subordinate Voting Shares under applicable Canadian securities legislation.

23. Any notice or other communication made pursuant to or in connection with this Agreement will be sufficiently given if it is in writing and delivered or sent by registered mail or by facsimile transmission, email or other form of recorded communication:

(a)	if to Jay or Henset, to:<br><br> <br><br><br> <br>c/o Henset Capital Inc.

1140 Bay Street, Suite 4000

Toronto, Ontario

M5S 2B4

Attention: Jay S. Hennick

Facsimile No.: 416-960-5333

Email: Jay.Hennick@colliers.com

(b)	if to Colliers, to:

1140 Bay Street, Suite 4000

Toronto, Ontario

M5S 2B4

Attention: Vice President, Legal Counsel & Corporate Secretary

Facsimile No: 416-960-5333

Email: Matthew.Hawkins@colliers.com

(c)	if to the Trustee, to:<br><br> <br><br><br> <br>TSX Trust Company

301-100 Adelaide Street W.

Toronto, ON, M5H 4H1

Attention: Vice President , Trust Services

Facsimile No: 416 361 0470

Email: tmxestaff-corporatetrust@tmx.com

or to such other address as the party to whom such notice or communication is to be given shall have last designated to the party giving the same in the manner specified in this Section 23. Any such notice or communication shall be deemed to have been given and received on the day it is so delivered or sent or on the third day following the mailing thereof in Ontario, as the case may be.

24. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The terms "associate" and "affiliate" used herein will have the meanings ascribed thereto under National Instrument 62- 104 – Take-Over Bids and Issuer Bids or any successor thereto or replacement thereof. The term “counsel” used herein means a barrister or solicitor or a firm of barristers and solicitors (who may be counsel for the Company) acceptable to the Trustee, acting reasonably.

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25. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the Company or any shorter period of time as agreed to by the Company, provided that: (a) the Trustee’s written notice shall describe the circumstances of such non-compliance; and (b) if such circumstances are rectified to the Trustee’s satisfaction within such ten (10)-day period, then such resignation shall not be effective.

26. No party to this Agreement shall be liable to the others, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including general mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 26.

27. This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns, as applicable. Any entity resulting from the merger, amalgamation or continuation of the Trustee, or succeeding to all or substantially all of its corporate trust business (by sale of such business or otherwise), shall thereupon automatically become the Trustee hereunder without further act or formality.

28. The parties hereto will do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

29. Other than as contemplated herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

30. If any provision or portion thereof of this Agreement or of the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision or portion thereof to any other person or circumstance shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

31. This Agreement may be simultaneously executed by the parties hereto in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed signature page to this Agreement by any party by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such party.

32. Colliers shall do all things necessary to facilitate the due performance of this Agreement, including the fulfillment by Henset of its obligations hereunder.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the parties hereto have executed these presents on the day and year first above written.

HENSET CAPITAL INC.

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Per:	<Signed> Jay S. Hennick<br><br> <br>Name: Jay S. Hennick

Title: President

COLLIERS INTERNATIONAL GROUP INC.

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Per:	<Signed> Peter F. Cohen<br><br> <br>Name: Peter F. Cohen

Title: Vice Chairman and Lead Director

TSX TRUST COMPANY

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<Signed> Michael Rosenberg

Name: Michael Rosenberg

Title: Sr. Trust Officer

Per:	<Signed> Brett Higgs<br><br> <br>Name: Brett Higgs

Title: Corporate Trust Officer

SIGNED AND DELIVERED

in the presence of

<Signed> Jonathan Ng

Signature of Witness

Jonathan Ng________

Print Name of Witness

Trust Agreement with TSX

Exhibit 99.5

EXECUTION VERSION

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

___________________________________________

CONSENT

Dated as of April 6, 2021

to

NOTE PURCHASE AGREEMENT

Dated as of May 17, 2018

___________________________________________

€210,000,000

2.23% Guaranteed Senior Notes due May 30, 2028

CONSENT TO NOTE PURCHASEAGREEMENT

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THIS CONSENT TO NOTE PURCHASE AGREEMENT dated as of April 6, 2021 (this “Consent”), to the Note Purchase Agreement dated as of May 17, 2018, (as amended pursuant to the First Amendment dated April 4, 2019, as amended by the Second Amendment dated March 27, 2020, as amended by the Third Amendment dated May 13, 2020 and as amended by the Fourth Amendment dated October 9, 2020) is by and among COLLIERS INTERNATIONAL EMEA FINCO PLC (the “Company”), COLLIERS INTERNATIONAL GROUP INC. (the “Parent Guarantor”, and together with the Company, the “Obligors”) and each of the institutions that is a signatory to this Consent (collectively, the “Noteholders”).

R ECI T A L S:

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A.                The Company, the Parent Guarantor and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of May 17, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “NoteAgreement”), pursuant to which the Company issued €210,000,000 aggregate principal amount of its 2.23% Guaranteed Senior Notes due May 30, 2028 (as the same may be amended, restated, supplemented, replaced or exchanged or otherwise modified from time to time, the “Notes”). Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Note Agreement.

B.                 The obligations of the Company under the Note Agreement and the Notes have been guaranteed by the Parent Guarantor pursuant to the Guarantee in Section 24 of the Note Agreement.

C.                 The Company has advised the Noteholders that (a) the Parent Guarantor has agreed to directly or indirectly acquire all of the issued and outstanding shares of Jayset Management CIG Inc. (“Jayset Mgt”) from Jayset Capital Corp (the “Seller”), for the purchase price of Cdn.$601,311,951 (approximately U.S.$475,200,000) (the “JaysetPurchase Price”), which will be satisfied through (i) the payment of Cdn.$120,262,390 (approximately U.S.$95,000,000) to the Seller as cash consideration (with, in whole or in part, proceeds from the facilities under the Revolving Credit Agreement) and (ii) the issuance of a total of 3,572,858 subordinate voting shares to the Seller, representing the value of the balance of the purchase price (the “Jayset Mgt Purchase”), and (b) immediately following the completion of the Jayset Mgt Purchase, a certain restated management services agreement dated June 1, 2015 made between the Parent Guarantor, Jayset Mgt and Mr. Jay S. Hennick, as amended, which provides for payments to Jayset Mgt that are contingent, among other things, upon an arm’s length sale of control of the Parent Guarantor or upon a distribution of the Parent Guarantor’s assets to its shareholders pursuant to a long-term incentive arrangement contained within such restated management services agreement, will be terminated (hereinafter, collectively and together with the Jayset Mgt Purchase, the “Transactions”);

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D.                The Company has requested that, inter alia, the Noteholders consent to the Transactions and waive compliance with certain provisions of the Note Agreement for the purpose of, and in order to accommodate, the Transactions;

E.                 The Company has requested that Noteholders consent to the Transactions and that the Note Agreement be amended as provided herein, and the Required Holders are willing to so agree, subject to the terms and conditions of this Consent.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Consent set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Obligors and the Noteholders party hereto hereby agree as follows:

SECTION 1. CONSENTS.

The following waivers shall become effective as of the date when all of the conditions precedent in Section 3 shall have been satisfied (the “Effective Date”):

(i)                 Notwithstanding Sections 10.1 and 10.8 of the Note Purchase Agreement, the Noteholders hereby consent to the Transactions and agree that the Transactions, pursuant to such consent, are otherwise deemed permitted by the terms of Sections 10.1 and 10.8 of the Note Purchase Agreement.

(ii)              To the extent that the Transactions impact the calculation of Consolidated EBITDA for any period for purposes of calculation of the financial covenants set forth in Section 10.6 of the Note Agreement and Section 10.8(A)-(E) and (G) only (and not for purposes of Section 10.8(F) or any other purpose under the Note Agreement), the Jayset Purchase Price shall be added back (without duplication) for purposes of such calculation for such period.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

*Section 2.1.*To induce the Noteholders to execute and deliver this Consent, each Obligor hereby represents and warrants to the Noteholders on the Effective Date as follows:

(a)            it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(b)            this Consent has been duly authorized, executed and delivered by it;

(c)            the Note Agreement constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency,

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reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d)            the execution, delivery and performance by such Obligor of this Consent will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary;

(e)            no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company or the Parent Guarantor of this Consent;

(f)            as of the date hereof, both before and after giving effect to this Consent, no Default or Event of Default has occurred and is continuing;

(g)            all necessary shareholder and stock exchange approval has been obtained for the Transactions; and

(h)            no lender under any agreement or other evidence of Indebtedness of the Obligors, including but not limited to any Material Credit Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the amendments set forth in Section 1 of this Consent in excess of the consideration paid to the Noteholders under Section 3.1(d) hereof.

SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS CONSENT.

Section3.1. This Consent shall not become effective until, and shall become effective as of the first date written above when, each and every one of the following conditions shall have been satisfied:

(a)               executed counterparts of this Consent, duly executed by the Obligors and the Required Holders, shall have been delivered to the Noteholders;

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(b)               the representations and warranties of the Obligors set forth in Section 2.1 hereof shall be true and correct on and with respect to the date hereof and the Effective Date;

(c)               the Company shall have paid all reasonable fees and expenses of Greenberg Traurig, LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Consent to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof;

(d)               the Company shall have delivered evidence of the due execution and delivery of the documents, instruments and deliveries required to consummate the Transactions and, promptly upon receipt thereof, evidence of the requisite approvals related to the Transactions from the Toronto Stock Exchange; and

(e)               the Obligors shall have paid, or caused to be paid, to each Noteholder, an amendment fee equal to [REDACTED] of the aggregate principal amount of Notes held by such Noteholder as of the date of this Consent and set forth in the attached Schedule 3.1.

Upon satisfaction of all of the foregoing, this Consent shall become effective.

SECTION 4. MISCELLANEOUS.

Section4.1. This Consent shall be construed in connection with and as part of the Note Agreement, and, except as modified by this Consent, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section4.2. This Consent shall be binding on and shall inure to the benefit of the Company, the Parent Guarantor and the Noteholders and their respective successors and assigns, except as otherwise provided herein. Neither the Company nor the Parent Guarantor may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder without the prior written consent of the Noteholders. The terms and provisions of this Consent are for the purpose of defining the relative rights and obligations of the Company, the Parent Guarantor and the Noteholders with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Consent.

Section4.3. This Consent, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.

Section4.4 Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Consent may refer to the Note Agreement

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without making specific reference to this Consent but nevertheless all such references shall include this Consent unless the context otherwise requires.

Section4.5. Wherever possible, each provision of this Consent shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Consent shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Consent.

Section4.6. The descriptive headings of the various Sections or parts of this Consent are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section4.7. This Consent shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require or permit the application of the laws of a jurisdiction other than such State.

Section4.8. This Consent may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

The parties agree to electronic contracting and signatures with respect to this Consent. Delivery of an electronic signature to, or a signed copy of, this Consent by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the manually signed originals and shall be admissible into evidence for all purposes. Notwithstanding the foregoing, if any Noteholder shall request (whether directly or through the Noteholders’ special counsel referred to in Section 3.1(c)) manually signed counterpart signatures to this Consent, the Obligors hereby agree to deliver such manually signed counterpart signatures to such Noteholder (or to such special counsel on behalf of such Noteholder) within 15 Business Days of such request or such longer period as the requesting Noteholders and the Obligors agree.

Section4.9. All representations and warranties contained herein shall survive the execution and delivery of this Consent, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Noteholder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Parent Guarantor pursuant to this Consent shall be deemed representations and warranties of the Company or the Parent Guarantor, as applicable, under this Consent.

Section4.10. This Consent sets forth the entire understanding of the parties relating to the subject matter hereof, and supersedes all prior understandings and agreements, written or oral.

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Section4.11. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS CONSENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

[Signatures on Following Page]

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The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Consent may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

COLLIERS INTERNATIONAL EMEA FINCO PLC
By	<Signed> Davoud Amel-Azizpour
Name:	Davoud Amel-Azizpour
Title:	EMEA CFO
COLLIERS INTERNATIONAL GROUP INC.
By	<Signed> Matthew Hawkins
Name:	Matthew Hawkins
Title:	Vice President, Legal Counsel and Corporate Secretary

Accepted and agreed to as of the first date written above.

AMERICAN GENERAL LIFE INSURANCE COMPANY
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:	AIG Asset Management (U.S.) LLC, as Investment Adviser
By:	<Signed> Craig Moody
Name:	Craig Moody
Title:	Senior Vice President

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

Accepted and agreed to as of the first date written above.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:	Northwestern Mutual Investment Management Company, LLC,
	Its Investment Advisor
By:	<Signed> Michael H. Leske
Name:	Michael H. Leske
Title:	Managing Director

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

Accepted and agreed to as of the first date written above.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Barings LLC, as Investment Adviser
By:	<Signed> Patrick Manseau
Name:	Patrick Manseau
Its:	Managing Director

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

Accepted and agreed to as of the first date written above.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By:	<Signed> Ward Argust
Name:	Ward Argust
Title:	Assistant Vice President, Investments

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

Accepted and agreed to as of the first date written above.

UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	<Signed> Justin P. Kavan
Name:	Justin P. Kavan
Title:	Head of Private Placements
MUTUAL OF OMAHA INSURANCE COMPANY
By:	<Signed> Justin P. Kavan
Name:	Justin P. Kavan
Title:	Head of Private Placements

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

Accepted and agreed to as of the first date written above.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:	Cigna Investments, Inc. (authorized agent)
By:	<Signed> Leonard Mazlish
Name:	Leonard Mazlish
Title:	Managing Director
CIGNA HEALTH AND LIFE INSURANCE COMPANY
By:	Cigna Investments, Inc. (authorized agent)
By:	<Signed> Leonard Mazlish
Name:	Leonard Mazlish
Title:	Managing Director

COLLIERS INTERNATIONAL EMEA FINCO PLC

COLLIERS INTERNATIONAL GROUP INC.

CONSENT TO 2018 NOTE AGREEMENT

SCHEDULE3.1

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AMENDMENT FEES

[REDACTED]

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Exhibit 99.6

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COLLIERS INTERNATIONAL GROUP INC.

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MATERIAL CHANGE REPORT

(Form 51-102F3)

1.	Name and Address of Company

Colliers International Group Inc. (“Colliers” or the “Company”)

1140 Bay Street, Suite 4000

Toronto, Ontario M5S 2B4

2.	Date of Material Change

April 16, 2021

3.	News Release

The news release was disseminated on April 16, 2021 through Globe Newswire.

4.	Summary of Material Change

On April 16, 2021, Colliers announced that it had completed the previously announced transaction (the “Transaction”) to settle the Management Services Agreement, including the long-term incentive agreement, between Colliers, Jay S. Hennick and Jayset Management CIG Inc., a corporation controlled by Mr. Hennick. The Transaction has also established a timeline for the orderly elimination of Colliers’ dual class voting structure by not later than September 1, 2028.

5.	Full Description of Material Change

The news release annexed hereto as Schedule “A” provides a full description of the material change.

6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

This report is not being filed on a confidential basis.

7.	Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

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| --- | | 8. | Executive Officer | | --- | --- |

If further information is required, please contact Christian Mayer, Chief Financial Officer, at (416) 960-9500.

9.	Date of Report

DATED at Toronto, Ontario this 21st day of April, 2021.

Schedule “A”

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COMPANY CONTACTS:

Peter F. Cohen

Lead Director

Christian Mayer

Chief Financial Officer

(416) 960-9500

Colliers Completes Transaction to Settle Long-Term Incentive Arrangement and Establish Timeline for Orderly Elimination of Dual Class Voting Structure

Toronto, April 16, 2021 – (GLOBE NEWSWIRE) – Colliers International Group Inc. (TSX: CIGI; NASDAQ: CIGI) (“Colliers” or the “Company”) today announced that it has completed the previously announced transaction (the “Transaction”) to settle the Management Services Agreement (the “MSA”), including the long-term incentive arrangement, between Colliers, Jay S. Hennick and Jayset Management CIG Inc., a corporation controlled by Mr. Hennick. The Transaction has also established a timeline for the orderly elimination of Colliers’ dual class voting structure by no later than September 1, 2028.

Colliers and Mr. Hennick have entered into a new five-year management services agreement, with mutual one-year renewal options thereafter (the "NewMSA") pursuant to which Mr. Hennick will continue to provide services to Colliers as, at his option, the Chief Executive Officer and/or Executive Chairman. The New MSA is substantially similar to the current MSA, except that there is no entitlement to a long-term incentive arrangement, stock options or other equity-linked compensation.

Mr. Hennick continues as the Chairman and Chief Executive Officer of the Company and has control and direction over a total of 5,005,369 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares, which in the aggregate represent 14.4% of Colliers’ total outstanding shares and which carry 45.6% of the total votes associated with Colliers shares.

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About Colliers

Colliers (NASDAQ, TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 67 countries, our more than 15,000 enterprising professionals work collaboratively to provide expert advice to real estate occupiers, owners and investors. For more than 25 years, our experienced leadership with significant insider ownership has delivered compound annual investment returns of almost 20% for shareholders. With annualized revenues of $3.0 billion ($3.3 billion including affiliates) and $40 billion of assets under management, we maximize the potential of property and accelerate the success of our clients and our people. Learn more at corporate.colliers.com, Twitter @Colliers or LinkedIn.

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