Exhibit 4.3


 


STOCKHOLDERS
AGREEMENT


 


THIS STOCKHOLDERS AGREEMENT (this “Agreement”)
is made and entered into as of
[                    ],
2010 by and among Walker & Dunlop, Inc., a Maryland corporation
(the “Company”), Column Guaranteed LLC, a Delaware limited liability
company (“Column”), William M. Walker (“WW”) and Mallory Walker (“MW”
and collectively with Column and WW, the “Stockholders”).


 


WHEREAS, the Company is engaging in various related
transactions (the “IPO Transactions”) pursuant to which, among other
things, the Company will effect an initial public offering of shares of its
common stock, par value $0.01 per share (the “Common Shares”), the
closing of which is occurring on the date hereof;


 


WHEREAS, in connection with the IPO Transactions,
the Company is engaging in certain formation transactions (the “Formation
Transactions”) pursuant to which, among other things, Column and the Walker
Stockholders, among others, are receiving Common Shares on the date hereof in
exchange for their respective interests in the entities participating in the
Formation Transactions, as set forth on Schedule I hereto;


 


WHEREAS, in connection with IPO Transactions,
Column has executed and delivered to the Company a Lock-Up Agreement (the “Lock-Up
Agreement”) imposing certain restrictions on the transfer and sale of the
Common Shares to be issued to Column pursuant to the Formation Transactions;
and


 


WHEREAS, in order to induce Column to enter into
the Lock-up Agreement and to consummate the Formation Transactions to which it
is a party, the parties hereto desire to enter into this Agreement and provide
for certain rights and restrictions with respect to the nomination and election
of  Directors.


 


NOW, THEREFORE, the parties hereto, in
consideration of the foregoing, the mutual covenants and agreements hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby agree as follows:


 


SECTION 1.        DEFINITIONS


 


The following capitalized terms used herein have the
following meanings:


 


“2011 Director Election” is defined in Section 2.1(a) hereof.


 


“Affiliate” means, as to any Person, any
other Person that controls, is controlled by, or is under common control with,
such Person.  For purposes of this
definition, “control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” is defined in the preamble
hereto.


 

















 


“Board of Directors” means the board of
directors of the Company.


 


“Column” is defined in the preamble hereto.


 


“Column Nominees” is defined in Section 2.1(a) hereof.


 


“Common Shares” is defined in the recitals
hereto.


 


“Company” is defined in the preamble hereto.


 


“Consummation Notice” is defined in Section 4.2(a) hereof.


 


“Director” means a member of the Board of
Directors.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Exempt Transfer” means (i) a sale,
assignment, transfer or other disposition pursuant to a registered offering
under the Securities Act or in a broker transaction pursuant to Rule 144
under the Securities Act (including the volume limitations thereunder, if
applicable), (ii) a pledge or other hypothecation of Common Shares
pursuant to a bona fide financing transaction with a third party, and any
foreclosure or transfer in lieu of foreclosure of such Common Shares in
connection therewith, or (iii) a transfer in connection with a tender or
exchange offer made to all stockholders of the Company.


 


“Fair Market Value” means the closing sales
price for Common Shares (or the closing bid, if no sales were reported) on the
date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street
Journal.


 


“Formation Transactions” is defined in the
recitals hereto.


 


“IPO Transactions” is defined in the
recitals hereto.


 


“Lock-Up Agreement” is defined in the
recitals hereto.


 


“MW Maximum Tag-Along Amount” is defined in Section 4.1(b) hereto.


 


“Named Third Party” is defined in Section 4.1(a) hereof.


 


“Notice Stockholders” means the
Stockholders; provided, that any of Column, MW and WW proposing to make
a Transfer shall not be considered a Notice Stockholder with respect to such
proposed Transfer.


 


“Participation Notice” is defined in Section 4.1(b) hereof.


 


“Participation Period” is defined in Section 4.1(b) hereof.


 


“Permitted Transferee” means (i) with
respect to an individual, (a) such individual’s spouse, lineal descendants
(in each case, natural or adopted), siblings or parents, (b) any 


 


2

















 


corporation, limited liability company or
partnership in which the direct and beneficial owners of all of the equity
interests are the individuals and/or any of the individuals referred to in
clause (a) above, (c) any trust the sole beneficiaries of which, or
any charitable trust the grantor of which, include the Persons described in
clause (a) or clause (b) above or any private foundation organized or
controlled by any of the Persons described in clause (a) or clause (b) above,
or (d) any charitable entity qualified under Section 501(c)(3) of
the Internal Revenue Code, and (ii) with respect to a corporation,
partnership or limited liability company, an entity that controls, is
controlled by, or is under common control with such entity.


 


“Person” means any individual, corporation,
partnership, joint venture, limited liability company, estate, trust,
unincorporated association, any federal, state, county or municipal government
or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Stockholders” is defined in the preamble
hereto.


 


“Tag-Along Rights Termination Date” means
the date that is twelve (12) months after the date of the expiration, pursuant
to the terms of the Lock-Up Agreement, of the “Restricted Period” (as defined
in the Lock-Up Agreement).


 


“Tag-Along Stockholders” means Column and
MW.


 


“Termination Date” means the date that is
six (6) months after the date of the expiration, pursuant to the terms of
the Lock-Up Agreement, of the “Restricted Period” (as defined in the Lock-Up
Agreement).


 


“Transfer” means a sale, assignment,
transfer or other disposition of more than ten percent (10%) of the issued and
outstanding Common Shares of the Company in any transaction or series of
related transactions; provided, that a “Transfer” shall not
include a Transfer to a Permitted Transferee. 
For the avoidance of doubt, “Transfer” shall not include (i) any
sale, assignment, transfer or other disposition of Common Shares in connection
with the Formation Transactions or the IPO Transactions or (ii) any Exempt
Transfer.


 


“Transfer Amount” is defined in Section 4.1(b) hereof.


 


“Transfer Notice” is defined in Section 4.1(a) hereof.


 


“Transferring Stockholder” is defined in Section 4.1(a) hereof.


 


“Voting Securities” means at any time shares
of any class of capital stock of the Company which are then entitled to vote
generally in the election of Directors.


 


“Walker Stockholders” means William M.
Walker and Mallory Walker.


 


3

















 


SECTION 2.        BOARD
OF DIRECTORS


 


Section 2.1            Column
Nominees.


 


(a)           At the annual meeting of stockholders
of the Company to be held during the 2011 calendar year, or at any special
meeting of stockholders of the Company held prior to the Termination Date at
which Directors are to be elected, or at any taking of action by written
consent of stockholders of the Company prior to the Termination Date with
respect to which Directors are to be elected (each a “2011 Director Election”),
Column shall have the right (but not the obligation) to designate two (2) nominees
for election to the Board of Directors (such nominees, the “Column Nominees”)
at such 2011 Director Election.


 


(b)           Column shall not name any person as a
Column Nominee if (i) such person is not reasonably experienced in
business, financial or commercial real estate finance matters; (ii) such
person has been convicted of, or has pled no lo contendere
to, a felony; (iii) the election of such person would violate any law; or (iv) any
event required to be disclosed pursuant to Item 401(f) of Regulation S-K
of the Exchange Act has occurred with respect to such person.


 


(c)           At or prior to any 2011 Director
Election: (i) the Company’s nominating committee (or any other committee
exercising a similar function) shall recommend to the Board of Directors the
nomination of each Column Nominee for election to the Board of Directors, and
(ii) the Board of Directors shall recommend to the stockholders of the
Company the election of each Column Nominee to the Board of Directors.  The Company shall exercise all authority
under applicable law to cause each Column Nominee to be elected to the Board of
Directors at any 2011 Director Election, including, without limitation, using
its reasonable efforts to solicit from the stockholders of the Company eligible
to vote in the election of Directors proxies in favor of the Column Nominees.


 


Section 2.2            Vacancies.  From and after the date hereof until the
Termination Date, in the event that any Director who is a Column Nominee ceases
to serve as a Director for any reason other than the fact that Column no longer
has a right to nominate a Director as provided in Section 2.1(a),
the vacancy resulting thereby shall be filled by a Column Nominee designated by
Column and the other Directors shall cause the appointment of such Column
Nominee to the Board of Directors; provided, however, that any
Column Nominee so designated by Column shall satisfy the qualification
requirements set forth in Section 2.1(b).


 


Section 2.3            Termination of Nomination Right.  The rights and obligations set forth in this Section 2
shall terminate as of the Termination Date.


 


SECTION 3.        ELECTION OF DIRECTORS


 


Section 3.1            Voting Agreement. 
At any 2011 Director Election, each of the Walker Stockholders agrees to
vote, at a meeting or by written consent, all of the Voting Securities then
owned by such Walker Stockholder (and attend such 2011 Director Election, in
person or by proxy, for purposes of obtaining a quorum and execution of written
consents in lieu of meetings) in favor of the election to the Board of
Directors, to the extent permitted pursuant to the


 


4

















 


Company’s Articles of Incorporation and
subject to compliance with applicable law, of each of the Column Nominees.


 


SECTION 4.        TAG-ALONG RIGHTS


 


Subject to Section 4.3 below, no
Stockholder shall be permitted to engage in a Transfer without first offering
each of the Tag-Along Stockholders the right to participate in such Transfer in
accordance with this Section 4.


 


Section 4.1            Transfers
by Stockholders.


 


(a)           The
Stockholder(s) proposing to make a Transfer (collectively, the “Transferring
Stockholder”) shall first deliver a written notice (the “Transfer Notice”)
to the Notice Stockholders stating (i) the Transferring Stockholder’s
desire to Transfer Common Shares to a third party; (ii) the number of
Common Shares subject to the proposed Transfer; (iii) the price and the
other general terms of the proposed Transfer; and (iv) the identity of the
third party transferee (the “Named Third Party”).  Thereafter, the Tag-Along Stockholders may
elect to participate in the Transfer subject to the participation rights set
forth in this Section 4.


 


(b)           The
Tag-Along Stockholders may elect to participate in the contemplated Transfer at
the same price per Common Share and on the same terms and conditions specified
in the Transfer Notice by delivering written notice (the “Participation
Notice”) to the Transferring Stockholder within ten (10) days after
delivery of the Transfer Notice (the “Participation Period”).  If any such Tag-Along Stockholders elect to
participate in such Transfer, the Transferring Stockholder and such Tag-Along
Stockholders participating in such sale shall each be entitled to sell in the
contemplated Transfer, at the same price and on the same terms, a number of
Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and
outstanding Common Shares held by such Transferring Stockholder or such
Tag-Along Stockholder, as the case may be, as of the applicable date by (y) the
aggregate percentage of all issued and outstanding Common Shares owned by the
Transferring Stockholder and the Tag-Along Stockholders participating in such
sale and (ii) the number of Common Shares to be sold in the contemplated
Transfer (such number of shares with respect to each such Transferring
Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer
Amount”); provided, however, that if such Tag-Along
Stockholder is MW, (A) MW shall be entitled to sell no more than a number
of Common Shares which has an aggregate Fair Market Value of $10,000,000 on the
date the Transfer Notice with respect to such proposed Transfer is delivered
(such number of shares, the “MW Maximum Tag-Along Amount”), and (B) Column
shall be entitled to sell, in addition to the Transfer Amount applicable to
Column with respect to such proposed Transfer, a number of Common Shares that
equals the difference between (X) the Transfer Amount applicable to MW
with respect to such proposed Transfer minus (Y) the
MW Maximum Tag-Along Amount.  If the
Tag-Along Stockholders do not send a Participation Notice during the
Participation Period or otherwise decline to participate in the proposed
Transfer, the Transferring Stockholder shall be permitted to consummate a
transaction with the


 


5

















 


Named Third Party on substantially the same terms
as the terms set forth in the Transfer Notice, provided that the closing of
such transaction occurs within ninety (90) days after the delivery of the
Transfer Notice.


 


(c)           If
the Transferring Stockholder receives a Participation Notice from one or more
of the Tag-Along Stockholders, the Transferring Stockholder shall use
reasonable commercial efforts to obtain the agreement of the Named Third Party
to the participation of such Tag-Along Stockholders in any contemplated
Transfer, and no Transferring Stockholder shall transfer any Common Shares to
the Named Third Party if such Named Third Party declines to allow the
participation of the Tag-Along Stockholders.


 


Section 4.2            Consummation
of Proposed Transfer.


 


(a)           At
least ten (10) days prior to the consummation of a Transfer by a
Transferring Stockholder and not before the earlier of (x) the end of the
Participation Period and (y) the receipt by the Transferring Stockholder
of a Participation Notice from the Tag-Along Stockholders, the Transferring
Stockholder shall provide written notice (a “Consummation Notice”) to
each of the Tag-Along Stockholders participating in the Transfer stating (i) the
number of Common Shares that such Tag-Along Stockholder will be entitled to
sell to the Named Third Party, and (ii) the date the Transfer will be
consummated.  At least five (5) days
prior to the date of such consummation, each Tag-Along Stockholder
participating in the Transfer shall deliver to the Transferring Stockholder (or
such other person as may be designated in writing by the Transferring
Stockholder) for Transfer to the Named Third Party one or more certificates,
properly endorsed for transfer (or evidence of delivery of uncertificated
Common Shares by book-entry and/or other evidence of the transfer of Common
Shares), which represent the number of Common Shares that such Tag-Along
Stockholder is entitled to sell as provided in the Consummation Notice.  The certificate(s) (or evidence of
delivery of uncertificated Common Shares) delivered to the Transferring
Stockholder (or the Transferring Stockholder’s designee) by the Tag-Along
Stockholders shall be transferred to the Named Third Party as part of the
consummation of the Transfer of Common Shares pursuant to the terms and
conditions specified in the Transfer Notice and the Consummation Notice.  Except to the extent other arrangements are
made between the Transferring Stockholder and the Named Third Party for the
delivery of proceeds directly to the Tag-Along Stockholders, upon receipt of
the proceeds of the Transfer, the Transferring Stockholder shall promptly remit
to each Tag-Along Stockholder that portion of such proceeds to which such
Tag-Along Stockholder is entitled by reason of such Tag-Along Stockholder’s
participation in such Transfer together with any stock certificates for any
shares not sold in the Transfer.


 


(b)           In
connection with a Transfer pursuant to this Section 4, each
Stockholder shall be required to make representations and warranties regarding
the Common Shares that such Stockholder proposes to Transfer of a type
customarily made by similarly situated stockholders, including, but not limited
to, such Stockholder’s ownership of and authority to transfer such


 


6

















 


Common Shares, the absence of any liens or other
encumbrances on such Common Shares, and the compliance of such Transfer with
the federal and state securities laws and all other applicable laws and
regulations; provided, however, that each Tag-Along Stockholder
shall enter into the same agreement or agreements as the Transferring
Stockholder with respect to the proposed Transfer.


 


Section 4.3            Termination
of Rights.  The rights and
obligations set forth in this Section 4 shall terminate automatically,
without any action by any Stockholder, on the Tag-Along Rights Termination
Date.


 


SECTION 5.        MISCELLANEOUS


 


Section 5.1            Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and it will not be necessary in making proof
of this Agreement or the terms of this Agreement to produce or account for more
than one of such counterparts.  All counterparts
shall constitute one and the same instrument. 
Each party may execute this Agreement via a facsimile (or transmission
of a .pdf file) of this Agreement.  In
addition, facsimile or .pdf signatures of authorized signatories of the parties
shall be valid and binding and delivery of a facsimile or .pdf signature by any
party shall constitute due execution and delivery of this Agreement.


 


Section 5.2            Governing
Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Maryland, without regard to the choice of laws
provisions thereof.


 


Section 5.3            Amendment;
Waiver.  Any
amendment hereto shall be in writing and signed by all parties hereto.  No waiver of any provisions of this Agreement
shall be valid unless in writing and signed by the party against whom
enforcement is sought.  The waiver by any
party of the performance of any act shall not operate as a waiver of the
performance of any other act or an identical act required to be performed at a
later time.  Except as otherwise provided
herein, no action taken pursuant to this Agreement, including any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the
party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Agreement.


 


Section 5.4            Entire
Agreement.  This Agreement constitutes the entire
agreement and supersede conflicting provisions set forth in all other prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.


 


Section 5.5            Assignability.  This Agreement and all of the
provisions hereof shall be binding upon, and shall be enforceable by and inure
to the benefit of, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns and any reference to a party
shall also be a reference to an heir, legal representative, successor or
permitted assign; provided, however, that this Agreement may not
be assigned (except by operation of law) by any party hereto without the prior
written consent of the other parties hereto, and any attempted assignment
without such consent shall be void and of no effect, except that the Company
may assign its rights and obligations hereunder to an Affiliate of the
Company.  For the avoidance of


 


7

















 


doubt, (i) any Person who is a Permitted
Transferee shall be subject to the terms of this Agreement, and (ii) any
Person who receives Common Shares pursuant to (A) a Transfer in compliance
with Section 4 hereof or (B) an Exempt Transfer shall not be
subject to the terms of this Agreement.


 


Section 5.6            Titles.  The titles and captions of the
sections, subsections and paragraphs of this Agreement are included for
convenience of reference only and shall have no effect on the construction or
meaning of this Agreement.


 


Section 5.7            Third
Party Beneficiary.  No provision of this Agreement is intended,
nor shall it be interpreted, to provide or create any third party beneficiary
rights or any other rights of any kind in any customer, Affiliate, stockholder,
partner, member, director, officer or employee of any party hereto or any other
Person.  All provisions hereof shall be
personal solely among the parties to this Agreement.


 


Section 5.8            Severability.  If any provision of this
Agreement, or the application thereof, is for any reason held to any extent to
be invalid or unenforceable, the remainder of this Agreement and application of
such provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision and to execute any
amendment, consent or agreement to effect such replacement; provided, however,
that such replacement does not defeat the principal purpose of this Agreement.


 


Section 5.9            Interpretation.  This Agreement shall be read
and construed in the English language. 
As used in this Agreement, any reference to the masculine, feminine or
neuter gender shall include all genders, the plural shall include the singular,
and singular shall include the plural. 
References herein to a party or other Person include their respective
successors and assigns.  The words “include,”
“includes” and “including” when used herein shall be deemed to be followed by the
phrase “without limitation” unless such phrase otherwise appears.  Unless the context otherwise requires,
references herein to sections and subsections shall be deemed references to
sections and subsections of this Agreement. 
Unless the context otherwise requires, the words “hereof,” “hereby” and “herein”
and words of similar meaning when used in this Agreement refer to this
Agreement in its entirety and not to any particular section, subsection or
provision hereof.  Except when used
together with the word “either” or otherwise for the purpose of identifying
mutually exclusive alternatives, the term “or” has the inclusive meaning
represented by the phrase “and/or.”  All
references in this Agreement to “dollars” or “$” shall mean United States
dollars.  With regard to each and every
term and condition of this Agreement, the parties understand and agree that the
same have or has been mutually negotiated, prepared and drafted, and that if at
any time the parties desire or are required to interpret or construe any such
term or condition or any agreement or instrument subject thereto, no
consideration shall be given to the issue of which party actually prepared,
drafted or requested any term or condition of this Agreement.


 


8

















 


Section 5.10          Equitable
Remedies.  The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with the specific terms hereof or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any federal or state court located in the State of Maryland (as to
which the parties agree to submit to jurisdiction for the purpose of such
action), this being in addition to any other remedy to which the parties are
entitled under this Agreement; provided, however, that nothing in
this Agreement shall be construed to permit Column to enforce the consummation
of the Formation Transactions or the IPO Transactions.


 


[Signature
Page Follows]


 


9

















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Agreement to be duly executed and delivered in its name and on
its behalf as of the date first written above.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  Walker & Dunlop, Inc., a Maryland
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COLUMN:

  
	
   

  	
   

  
	
   

  	
  Column Guaranteed LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WALKER STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  William M. Walker

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mallory Walker

  



 


Signature
Page to Stockholders Agreement


 

















 


Schedule I


 


	
   

  	
   

  	
  Common

  Shares

  
	
   

  	
   

  	
   

  
	
  William M. Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mallory Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Column Guaranteed LLC