Waiver to Securityholders' Agreement, dated as of November 5, 2008



 Exhibit 4.2(e) 
 WAIVER TO SECURITYHOLDERS’ AGREEMENT 
 The parties identified on the signature page hereto have
executed this waiver, dated as of November 5, 2008 (this “Waiver”), to that certain Securityholders’ Agreement, by and 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., 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 otherwise defined have the meanings ascribed thereto in the Securityholders’ Agreement. 
 RECITALS: 
 A. The Securityholders’ Agreement provides for, among other things,
the registration of shares of Common Stock held by the undersigned, upon the terms and subject to the conditions set forth therein; 
 B. The
Company intends to offer shares of its Class A common stock, par value $0.01 per share (the “Common Stock”), pursuant to registered public offering (the “Offering”); 
 C. The Company intends to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in connection with the Offering; and 
 D. Each of the undersigned
agrees to waive certain provisions in the Securityholders’ Agreement in connection with the Shelf Registration Statement as set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 
 Section 1. Waiver. Each of the undersigned hereby acknowledges and agrees that it irrevocably and unconditionally waives any and all rights to notification pursuant to Section 3.2 under the Securityholders’ Agreement
in connection with the filing of the Shelf Registration Statement and, subject to the Offering being completed no later than November 30, 2008, irrevocably and unconditionally waives any and all rights to include the undersigned’s
Registrable Securities in any such Shelf Registration Statement for a period commencing on the date hereof and ending on the date that the Company files its annual report on Form 10-K for its fiscal year ending December 31, 2008 with the Securities
and Exchange Commission; provided that such period shall not exceed 120 days from the date hereof. 







 Section 2. Miscellaneous Provisions. 
 (a) The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and
cause to be done such further acts and things as may be reasonably necessary in order to give full effect to this Waiver. 
 (b)
Notwithstanding anything in this Waiver to the contrary, except as expressly set forth herein, the Securityholders’ Agreement shall remain in full force and effect without amendment or modification thereof. 
 (c) This Waiver does not create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party
beneficiary hereto. 
 (d) This Waiver will be governed by, and construed in accordance with, the laws of the State of Delaware, applicable
to contracts executed and to be performed entirely within that state. 
 (e) This Waiver, together with the Securityholders’ Agreement,
sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. 
 (f) The section headings contained in
this Waiver are for reference purposes only and will not affect the meaning or interpretation of this Waiver. 
 (g) If any provision of this
Waiver is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Waiver will not be affected and will remain in full force and effect. 
 (h) This Waiver may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to
be one and the same instrument. This Waiver shall become effective as of the date set forth above on the date on which the Company has received counterparts of this Waiver from each of the undersigned. 
  

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 IN WITNESS WHEREOF, each of the undersigned has executed this Waiver or caused this Waiver to be executed
on its behalf as of the date first written above. 
  

			
	BLUM STRATEGIC PARTNERS, L.P.
		
	By:	 	Blum Strategic GP, L.L.C., its general partner
		
	By:	 	/s/    Gregory D. Hitchan
		 	 Name: Gregory D. Hitchan
 Title: Managing
Member

	
	BLUM STRATEGIC PARTNERS II, L.P.
		
	By:	 	Blum Strategic GP II, L.L.C., its general partner
		
	By:	 	/s/    Gregory D. Hitchan
		 	 Name: Gregory D. Hitchan
 Title: Managing
Member

	
	BLUM STRATEGIC PARTNERS II GMBH & CO. KG
		
	By:	 	Blum Strategic GP II, L.L.C., its managing limited partner
		
	By:	 	/s/    Gregory D. Hitchan
		 	 Name: Gregory D. Hitchan
 Title: Managing
Member











			
	
		
		 	/s/    Raymond E. Wirta
		 	Raymond E. Wirta
	
		
		 	/s/    W. Brett White
		 	W. Brett White


  







 ACKNOWLEDGED AND AGREED as of the date first written above: 
  

					
	CB RICHARD ELLIS GROUP, INC.
		
	By:	 	/s/    Laurence H. Midler
		 	Name:	 	Laurence H. Midler
		 	Title:	 	Executive Vice President, General Counsel & Secretary
	
	CB RICHARD ELLIS SERVICES, INC.
		
	By:	 	/s/    Laurence H. Midler
		 	Name:	 	Laurence H. Midler
		 	Title:	 	Executive Vice President, General Counsel & Secretary