INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Bridge Investment Group Holdings Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors or an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Shares BRIDGE INVESTMENT GROUP HOLDINGS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (“Parent”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Partnership”), Bridge Investment Group Employee Operations LLC, a Delaware limited liability company (“Operations”, and together with Parent, the Partnership, or any of the affiliates of Parent, the Partnership, and/or Operations as Executive may provide services to from time to time, and any successor(s) thereto, the “Company”) and Jonathan Slager (the “Executive”), and shall be effective as of the date on which Parent’s Registration Statement on Form S-1 filed in connection with Parent’s initial public offering becomes effective (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _____________, 2021 by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owner Parties”).
TAX RECEIVABLE AGREEMENT by and among BRIDGE INVESTMENT GROUP HOLDINGS INC. BRIDGE INVESTMENT GROUP HOLDINGS LLC and THE MEMBERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETO Dated as of ___________, 2021Tax Receivable Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ___________, 2021 is hereby entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge Holdings”), and each of the Members (as defined herein).
STOCKHOLDERS AGREEMENT OF BRIDGE INVESTMENT GROUP HOLDINGS INC.Stockholders Agreement • July 7th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
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.
FORM OF EMPLOYEE LOCK-UP AGREEMENTEmployee Lock-Up Agreement • July 7th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2023 • Bridge Investment Group Holdings Inc. • Investment advice
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
STOCKHOLDERS AGREEMENT OF BRIDGE INVESTMENT GROUP HOLDINGS INC.Stockholders Agreement • July 20th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of July 16, 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.
TAX RECEIVABLE AGREEMENT by and among BRIDGE INVESTMENT GROUP HOLDINGS INC. BRIDGE INVESTMENT GROUP HOLDINGS LLC and THE MEMBERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETO Dated as of July 16, 2021Tax Receivable Agreement • July 20th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 16, 2021, is hereby entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge Holdings”), and each of the Members (as defined herein).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 9th, 2023 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
Page ARTICLE I DEFINITIONS 2 1.01. Certain Defined Terms. 2 1.02. Interpretation. 20 ARTICLE II PURCHASE AND SALE 21 2.01. Purchase and Sale of Assets; Assumption of Liabilities. 21 2.02. Closing Statement. 22 2.03. Purchase Price. 22 2.04. Proration of Operating Expenses. 22 2.05. Allocation 24 2.06. Withholding. 25 ARTICLE III REPRESENTATIONS AND WARRANTIES Regarding THE SELLER 26 3.01. Organization and Good Standing. 26 3.02. Authority and Enforceability. 26 3.03. Non-Contravention. 26 3.04. Consents and Approvals. 27 3.05. Financial Statements; No Undisclosed Liabilities. 27 3.06. Absence of Certain Changes. 28 3.07. Ownership and Condition of Assets. 28 3.08. Seller Intellectual Property. 29 3.09. Privacy and Data Security. 31 3.10. Material Contracts. 31 3.11. Leases. 32 3.12. Compliance with Law. 32 3.13. Litigation. 34 3.14. Employee Matters; Employee Benefit Plans. 34 3.15. Tax Matters. 36 3.16. Insurance. 37 3.17. Environmental Matters. 37 3.18. Investment Advisers. 38 3.19.
BRIDGE INVESTMENT GROUP HOLDINGS LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ 🌑 ], 2021Limited Liability Company Agreement • July 7th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Bridge Investment Group Holdings LLC, a Delaware limited liability company (the “Company”), dated as of [ 🌑 ], 2021 (the “Effective Date”), is entered into by and among the Company, Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), as the manager of the Company, and each of the other Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 16, 2021 by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owner Parties”).
BRIDGE INVESTMENT GROUP HOLDINGS LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 16, 2021Limited Liability Company Agreement • July 20th, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Bridge Investment Group Holdings LLC, a Delaware limited liability company (the “Company”), dated as of July 16, 2021 (the “Effective Date”), is entered into by and among the Company, Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), as the manager of the Company, and each of the other Members (as defined herein).
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2024 • Bridge Investment Group Holdings Inc. • Investment advice
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT by and among BRIDGE INVESTMENT GROUP HOLDINGS INC. BRIDGE INVESTMENT GROUP HOLDINGS LLCandTHE MEMBERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETOEffective as of January 1, 2022Tax Receivable Agreement • May 10th, 2022 • Bridge Investment Group Holdings Inc. • Investment advice • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), effective as of January 1, 2022, is hereby entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge Holdings”), and each of the Members (as defined herein).
