EXHIBIT 5 AGREEMENT AND PLAN OF MERGER by and among CB RICHARD ELLIS SERVICES, INC., BLUM CB HOLDING CORP.Merger Agreement • February 27th, 2001 • Wardlaw William M • Real estate • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Reorganization, dated as of May 14, 1997 by and among CB Richard Ellis Services, Inc. (successor to CB Commercial Real Estate Services Group, Inc.) ("CBRE"), ---- Koll Real Estate Services...Warrant Agreement • February 27th, 2001 • Wardlaw William M • Real estate • Delaware
RCBA Strategic Partners, L.P. 909 Montgomery St., Suite 400 San Francisco, California 94133 (415) 434-1111Agreement and Plan of Merger • February 27th, 2001 • Wardlaw William M • Real estate
Concurrently herewith CB Richard Ellis Services, Inc., a Delaware corporation (the "Company") is entering into an Agreement and Plan of Merger, dated as of the date hereof (the "Agreement"), by and among the Company, BLUM CB Holding Corp., a Delaware corporation ("Holding"), and BLUM CB Corp., a Delaware corporation wholly owned by Holding ("Acquiror"). Capitalized terms in this letter shall have the meaning ascribed thereto in the Agreement.
Affiliate" means, with respect to any Person, any Person that --------- directly or indirectly controls, is controlled by or is under common control with, such Person. As used in this definition of "Affiliate" and the definition of "Subsidiary,"...Securityholders' Agreement • February 27th, 2001 • Wardlaw William M • Real estate • Delaware
Newco"), RCBA Strategic Partners, L.P., a Delaware limited partnership ------- (together with its respective permitted assigns as provided herein, "BLUM"), FS ---- Equity Partners III, L.P., a Delaware limited partnership ("FSEP"), and FS ---- Equity...Contribution and Voting Agreement • February 27th, 2001 • Wardlaw William M • Real estate • Delaware
