STOCKHOLDERS AGREEMENT OF
BRIDGE INVESTMENT GROUP HOLDINGS INC.
THIS STOCKHOLDERS AGREEMENT, dated as of ____________, 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this Agreement), is entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the Corporation) and the Persons (as defined below) listed on Schedule A attached hereto (the Original Members). Certain terms used in this Agreement are defined in Section 6.
WHEREAS, each Original Member owns, directly or indirectly, outstanding limited liability company interests in Bridge Investment Group Holdings LLC, a Delaware limited liability company (Bridge LLC), which limited liability company interests constitute and are defined as Class A Common Units pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Bridge LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the LLC Agreement, and such limited liability company interests, the Class A Common Units);
WHEREAS, the Corporation is contemplating an offering and sale of the shares of Class A common stock, par value $0.01 per share, of the Corporation (the Class A Common Stock) in an underwritten initial public offering (the IPO) and using a portion of the net proceeds received from the IPO to purchase Class A Common Units;
WHEREAS, pursuant to that certain Class A Common Unit Subscription Agreement by and between the Corporation and Bridge LLC, dated as of the date hereof (the Class A Common Unit Subscription Agreement), the Corporation will hold Class A Common Units;
WHEREAS, upon consummation of the transactions contemplated by the Class A Common Unit Subscription Agreement, it is contemplated that the Corporation will be admitted as a member, and appointed as the sole managing member, of Bridge LLC;
WHEREAS, in connection with, and prior to, the consummation of the IPO, it is anticipated that the Original Members, the Corporation, Bridge LLC and certain of their respective affiliates will enter into a series of related transactions pursuant to which, among other things, the Original Members will become holders of Class B common stock, par value $0.01 per share, of the Corporation (the Class B Common Stock);
WHEREAS, immediately following the consummation of the IPO, the Original Members will be the record holders of shares of Class B Common Stock; and
WHEREAS, in order to induce the Original Members (x) to approve the sale and issuance of Class A Common Units by Bridge LLC to the Corporation and the appointment of the Corporation as the sole managing member of Bridge LLC in connection with the IPO and (y) to take such other actions as shall be necessary to effectuate the transactions related to the IPO, the parties hereto desire to set forth their agreement with respect to the matters set forth herein in connection with their respective investments in the Corporation.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Original Members agree as follows: