FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • November 3rd, 2009 • Cb Richard Ellis Group Inc • Real estate • New York
CB Richard Ellis Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or “Merrill Lynch”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of Class A common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $300,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
WAIVER TO SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • November 3rd, 2009 • Cb Richard Ellis Group Inc • Real estate
The parties identified on the signature page hereto have executed this waiver, dated as of November 2, 2009 (this “Waiver”), to that certain Securityholders’ Agreement, by and among (i) CB Richard Ellis Services, Inc., a Delaware corporation, 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., Blum Strategic Partners II, L.P., a Delaware limited partnership, and Blum Strategic Partners II GmbH & Co. KG, a German limited partnership, (iii) Frederic V. Malek, (iv) Raymond E. Wirta and (v) W. Brett White, dated as of July 20, 2001, as amended by that Amendment and Waiver dated as of April 14, 2004, the Second Amendment and Waiver dated as of November 24, 2004 and that certain Third Amendment and Waiver dated as of August 1, 2005 (together, the “Securityholders’ Agreement”). Capitalized terms used herein and not other
