0001193125-05-155117 Sample Contracts

THIRD AMENDMENT AND WAIVER TO SECURITYHOLDERS’ AGREEMENT
Securityholders’ Agreement • August 2nd, 2005 • Cb Richard Ellis Group Inc • Real estate • Delaware

THIRD AMENDMENT AND WAIVER TO SECURITYHOLDERS’ AGREEMENT, dated as of August 1, 2005 (this “Amendment and Waiver”), among (i) CB Richard Ellis Services, Inc., a Delaware corporation (“CBRE”), and CB Richard Ellis Group, Inc., a Delaware corporation formerly known as CBRE Holding, Inc. (the “Company”), (ii) Blum Strategic Partners, L.P., a Delaware limited partnership formerly known as RCBA Strategic Partners, L.P. (“Strategic I”), Blum Strategic Partners II, L.P., a Delaware limited partnership (“Strategic II”), and Blum Strategic Partners II GmbH & Co. KG, a German limited partnership (“Strategic II KG,” and together with Strategic I and Strategic II, the “Blum Funds”), (iii) Frederic V. Malek (“Malek”) and (vi) the individuals identified on the signature pages hereto as “Management Investors” (together, the “Management Investors,” and together with the Blum Funds and Malek, the “Investors”).

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