ZAIS Financial Corp. Sample Contracts

Ready Capital Corp – READY CAPITAL AND OWENS REALTY MORTGAGE ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER (February 22nd, 2019)

New York, New York, February 22, 2019 / PRNewswire / — Ready Capital Corporation (NYSE: RC) (“Ready Capital”) and Owens Realty Mortgage, Inc. (NYSE American: ORM) (“ORM”) jointly announced today that they have determined the final exchange ratio in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 7, 2018, by and among Ready Capital, ORM and ReadyCap Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (“Merger Sub”), pursuant to which, subject to the terms and conditions therein, ORM will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”).

Ready Capital Corp – RICHARD SCARANTINO, Individually and On Behalf of All Others Similarly Situated, and Derivatively On Behalf of Owens Realty Mortgage, Inc. Milton, Pennsylvania 17847 Plaintiff, v. WILLIAM C. OWENS 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 INTHE CIRCUIT COURT FOR BALTIMORE CITY Case No. _ JURY TRIAL DEMANDED DENNIS GEORGE SCHMAL 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 -.., BRYANH.DRAPER 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 STEVEN DONALD HOVDE 2405 York Road, Suite 201 Lutherville Timonium, Maryland 21093 - ANN MARIE MEHLUM 24 (February 14th, 2019)
Ready Capital Corp – SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION (December 13th, 2018)

THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)**  fully paid and nonassessable shares of Common Stock, 0.0001 par value per share, of

Ready Capital Corp – AGREEMENT AND PLAN OF MERGER among READY CAPITAL CORPORATION, READYCAP MERGER SUB, LLC and OWENS REALTY MORTGAGE, INC. Dated as of November 7, 2018 (November 9th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2018 (this “Agreement”), by and among Ready Capital Corporation, a Maryland corporation (“Parent”), ReadyCap Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Owens Realty Mortgage, Inc., a Maryland corporation (the “Company”).

Ready Capital Corp – READY CAPITAL CORPORATION TO ACQUIRE OWENS REALTY MORTGAGE, INC NOVEMBER 7, 2018 DISCLAIMER FORWARD LOOKING STATEMENTS T hi s presentati on contai ns statements that consti tute “forward-looki ng statements,” as such term is defi ned in Secti on 27A of the Securi ti es Act of 1933, as amended, and Secti on 21E of the Securi ti es Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbors provi ded by the same. T hese statements are based on current expectati ons of Ready Capi tal Corporati on (“RC”) and Owens Real ty Mortgage, Inc. (“ORM”) and are subj (November 8th, 2018)
Ready Capital Corp – READY CAPITAL CORPORATION AMENDED AND RESTATED BYLAWS (September 26th, 2018)
Ready Capital Corp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (September 26th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUTHERLAND PARTNERS, L.P., dated as of September 26, 2018 (this “Agreement”) is entered into by and among READY CAPITAL CORPORATION (formerly known as SUTHERLAND ASSET MANAGEMENT CORPORATION formerly known as ZAIS FINANCIAL CORP.), a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).

Ready Capital Corp – SUTHERLAND ASSET MANAGEMENT CORPORATION ARTICLES OF AMENDMENT (September 26th, 2018)

Sutherland Asset Management Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

Sutherland Asset Management Corp – Sutherland Asset Management Corporation $100,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 31, 2018 (September 4th, 2018)
Sutherland Asset Management Corp – September 4, 2018 Sutherland Asset Management Corporation (September 4th, 2018)

We have acted as counsel to Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), in connection with the offer and sale by the Company of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $100,000,000 (the “Shares”), for issuance in accordance with the terms of the Equity Distribution Agreements, each dated August 31, 2018 (the “Equity Distribution Agreements”) pursuant to a Registration Statement on Form S-3 (File No. 333-219213) (the registration statement, including all information deemed to be a part thereof at the time such registration statement became effective, is herein referred to as the “Registration Statement”), the related prospectus included therein, dated July 27, 2017 (the “Base Prospectus”) and the prospectus supplement, dated August 31, 2018 (the “Prospectus Supplement,” and taken together with the Base Prospectus, in each case including the documents that are incorporated by re

Sutherland Asset Management Corp – Sutherland Asset Management Corporation $100,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 31, 2018 (September 4th, 2018)
Sutherland Asset Management Corp – Sutherland Asset Management Corporation $100,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 31, 2018 (September 4th, 2018)
Sutherland Asset Management Corp – Sutherland Asset Management Corporation as Issuer U.S. Bank National Association as Trustee Second Supplemental Indenture Dated as of April 27, 2018 to the Indenture Dated as of August 9, 2017 6.50% Senior Notes due 2021 (April 27th, 2018)

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 27, 2018, between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), as trustee under the Indenture dated as of August 9, 2017, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”).

Sutherland Asset Management Corp – April 27, 2018 Sutherland Asset Management Corporation (April 27th, 2018)

We have acted as counsel to Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of 6.50% Senior Notes due 2021 pursuant to a Registration Statement on Form S-3 (File No. 333-219213) (including the prospectus included therein, the “Registration Statement”) filed on July 7, 2017 and the related preliminary prospectus supplement dated April 23, 2018 (together with any amendments thereto, the “Preliminary Prospectus Supplement,” and together with the Registration Statement, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and an underwriting agreement, dated April 25, 2018 (the “Underwriting Agreement”), by and among the Company, Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), Sutherland Partners, L.P., a Delaware limited partnership (the “Operating Partnership”) and Sandler O’Neill & Par

Sutherland Asset Management Corp – $50,000,000 6.50% Senior Notes Due 2021 UNDERWRITING AGREEMENT (April 27th, 2018)

Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), Sutherland Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as Representative (in such capacity, the “Representative”), with respect to (i) the issuance and sale by the Company of $50,000,000 principal amount of its 6.50% senior notes due 2021 (the “Initial Notes”), and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Initial Notes set forth opposite the names of each of the Underwriters listed in Schedule I hereto and (ii) the grant of the option described in Section 3(b) hereof to purchase all or any part of $7,500,000 principal amount of additional 6.50% senior notes d

Sutherland Asset Management Corp – Sutherland Asset Management Corporation as Issuer U.S. Bank National Association as Trustee Second Supplemental Indenture Dated as of April 27, 2018 to the Indenture Dated as of August 9, 2017 6.50% Senior Notes due 2021 (April 27th, 2018)

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 27, 2018, between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), as trustee under the Indenture dated as of August 9, 2017, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”).

Sutherland Asset Management Corp – SUTHERLAND ASSET MANAGEMENT CORPORATION 2012 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENT (March 16th, 2018)

THIS AGREEMENT is made by and between Sutherland Asset Management Corporation, a Maryland corporation (the "Company"), and [] (the "Grantee"), dated as of the [] day of [], 20[] (the "Agreement").

Sutherland Asset Management Corp – $100,000,000 7.00% Convertible Notes Due 2023 UNDERWRITING AGREEMENT (August 9th, 2017)
Sutherland Asset Management Corp – August 9, 2017 Sutherland Asset Management Corporation (August 9th, 2017)

We have acted as counsel to Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), in connection with a registration statement on Form S-3 (File No. 333-219213) (the “Registration Statement”) filed on July 7, 2017 and the related prospectus supplement included therein filed on August 3, 2017 (together with any amendments thereto, the “Prospectus Supplement,” and together with the Registration Statement, the “Registration Statements”), by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. We are furnishing this letter to you in connection with the offer and sale by the Company of $115,000,000 aggregate principal amount of its 7.00% Convertible Senior Notes due 2023 (the “Notes”) (which includes $15,000,000 aggregate principal amount subject to the underwriters’ option to purchase additional Notes), for issuance pursuant to the Underwriting Agreement, dated August 3, 2017 (the “Underwriting Agreement”), among th

Sutherland Asset Management Corp – Dated as of August 9, 2017 (August 9th, 2017)

This INDENTURE, dated as of August 9, 2017 between SUTHERLAND ASSET MANAGEMENT CORPORATION (the “Company”), a Maryland corporation having its principal office at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), a national banking association organized under the laws of the United States of America which has its corporate trust office at 60 Livingston Avenue, St. Paul, MN, 55107.

Sutherland Asset Management Corp – Sutherland Asset Management Corporation as Issuer U.S. Bank National Association as Trustee First Supplemental Indenture Dated as of August 9, 2017 to the Indenture Dated as of August 9, 2017 7.00% Convertible Senior Notes due 2023 (August 9th, 2017)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 9, 2017, between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), as trustee under the Indenture dated as of August 9, 2017, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”).

Sutherland Asset Management Corp – Dated as of August , 2017 (August 9th, 2017)

This INDENTURE, dated as of August , 2017 between SUTHERLAND ASSET MANAGEMENT CORPORATION (the “Company”), a Maryland corporation having its principal office at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), a national banking association organized under the laws of the United States of America which has its corporate trust office at 60 Livingston Avenue, St. Paul, MN, 55107.

Sutherland Asset Management Corp – Dated as of [·], 20[·] (July 7th, 2017)

This INDENTURE, dated as of [·], 20[·] between SUTHERLAND ASSET MANAGEMENT CORPORATION (the “Company”), a Maryland corporation having its principal office at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and U.S. BANK, NATIONAL ASSOCIATION (the “Trustee”), a national banking association organized under the laws of the United States of America which has its corporate trust office at 60 Livingston Avenue, St. Paul, MN, 55107.

Sutherland Asset Management Corp – SUTHERLAND ASSET MANAGEMENT CORPORATION 2012 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (March 28th, 2017)

THIS AGREEMENT is made by and between Sutherland Asset Management Corporation,  a Maryland corporation (the “Company”), and [●] (the “Grantee”), dated as of the [●] day of March, 2017.

Sutherland Asset Management Corp – CLIFFORD CHANCE US LLP (March 15th, 2017)

MASTER REPURCHASE AGREEMENT, dated as of May 8, 2014, among WATERFALL COMMERCIAL DEPOSITOR LLC, a Delaware limited liability company as a seller (the “Certificate Seller” or a “Seller”) and SUTHERLAND ASSET I, LLC, a Delaware limited liability company as a seller (the “Loan Seller” or a “Seller”, and together with the Certificate Seller, the “Sellers”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”).

Sutherland Asset Management Corp – AMENDMENT NUMBER FOUR to the MASTER REPURCHASE AGREEMENT Dated as of May 8, 2014, among WATERFALL COMMERCIAL DEPOSITOR LLC SUTHERLAND ASSET I, LLC and CITIBANK, N.A. (March 15th, 2017)

This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) is made this 17th day of June, 2016, among WATERFALL COMMERCIAL DEPOSITOR LLC (a “Certificate Seller” or a “Seller”) and SUTHERLAND ASSET I, LLC (the “Loan Seller” or a “Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 8, 2014, among the Certificate Seller, Loan Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Sutherland Asset Management Corp – MASTER REPURCHASE AGREEMENT (March 15th, 2017)

MASTER REPURCHASE AGREEMENT, dated as of June 30, 2016, among SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Parent Seller”), SUTHERLAND 2016‑1 JPM GRANTOR TRUST, a Delaware statutory trust (“Trust Seller” and together with Parent Seller, each a “Seller” and, collectively, the “Sellers”), SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Guarantor”) and JPMORGAN CHASE BANK, N.A. (the “Buyer”).

Sutherland Asset Management Corp – MASTER LOAN AND SECURITY AGREEMENT Dated as of June 27, 2014 READYCAP LENDING, LLC and SUTHERLAND ASSET I, LLC, as Borrowers SUTHERLAND ASSET MANAGEMENT CORPORATION, as Guarantor and JPMORGAN CHASE BANK, N.A., as Lender (March 15th, 2017)

MASTER LOAN AND SECURITY AGREEMENT, dated as of June 27, 2014 between READYCAP LENDING, LLC, a Delaware limited liability company (“ReadyCap”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Sutherland”, together with ReadyCap, each a “Borrower” and, collectively, the “Borrowers”), SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Guarantor”) and JPMORGAN CHASE BANK, N.A. (the “Lender”).

Sutherland Asset Management Corp – THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of February 14, 2017 by and among READYCAP COMMERCIAL, LLC, (February 21st, 2017)

THIS THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of February 14, 2017, by and among READYCAP COMMERCIAL, LLC (“Originator”), a Delaware limited liability company, SUTHERLAND WAREHOUSE TRUST II (“Sutherland Trust II”), a Delaware statutory trust, SUTHERLAND ASSET I, LLC (“Sutherland”, and together with Originator, Sutherland Trust II and any Additional Seller, “Sellers”, and each individually, a “Seller”), a Delaware limited liability company, U.S. BANK NATIONAL ASSOCIATION (“Depository” and “Paying Agent”), a national banking association, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).

Sutherland Asset Management Corp – SECOND AMENDED AND RESTATED GUARANTY (February 21st, 2017)

THIS SECOND AMENDED AND RESTATED GUARANTY dated as of October 31, 2016, (as amended, supplemented and otherwise modified from time to time, this “Guaranty”), is made by Sutherland Partners, L.P. (f/k/a ZAIS Financial Partners, L.P.) (the “Guarantor”) in favor of Deutsche Bank AG, Cayman Islands Branch.

Sutherland Asset Management Corp – Sutherland Asset Management Corporation Announces Sale and Issuance of $75.0 Million Senior Secured Notes Due 2022 (February 13th, 2017)

NEW YORK, NY, February 13, 2017 – Sutherland Asset Management Corporation (the “Company”) (NYSE: SLD) announced today that ReadyCap Holdings, LLC (“ReadyCap”), an indirect wholly-owned subsidiary of the Company, issued $75.0 million in aggregate principal amount of its 7.50% Senior Secured Notes due 2022 (the “Notes”). Keefe, Bruyette & Woods, A Stifel Company, Incapital LLC and Sandler O’Neill & Partners, L.P. acted as joint book-running managers of the offering.

Sutherland Asset Management Corp – READYCAP HOLDINGS, LLC Issuer, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION Trustee (February 13th, 2017)

INDENTURE, dated as of February 13, 2017, among READYCAP HOLDINGS, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal office at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, the Guarantors (as defined herein), and U.S. Bank National Association, as trustee hereunder (in such capacity, hereinafter called the “Trustee”), having its Corporate Trust Office at 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603.

Sutherland Asset Management Corp – READYCAP HOLDINGS, LLC Issuer SUTHERLAND ASSET MANAGEMENT CORPORATION SUTHERLAND PARTNERS, L.P. SUTHERLAND ASSET I, LLC READYCAP COMMERCIAL, LLC Guarantors and U.S. BANK NATIONAL ASSOCIATION Trustee and Collateral Agent (February 13th, 2017)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 13, 2017, among ReadyCap Holdings, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), Sutherland Asset Management Corporation, Sutherland Partners, L.P., Sutherland Asset I, LLC and ReadyCap Commercial, LLC (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”) and as Collateral Agent (as defined herein) to the Indenture dated as of February 13, 2017, among the Company, the Guarantors and the Trustee (the “Base Indenture”).

Sutherland Asset Management Corp – UNAUDITED COMPARATIVE PRO FORMA PER SHARE INFORMATION (November 23rd, 2016)

The following table summarizes per share information for Sutherland Asset Management Corporation (“Sutherland”) and ZAIS Financial Corp. (“ZAIS Financial”) on a historical basis and pro forma basis.

ZAIS Financial Corp. – Form of Indemnification Agreement INDEMNIFICATION AGREEMENT (November 4th, 2016)

WHEREAS, Sutherland Asset Management Corporation (the “Prior Entity”) intends to merge into a wholly owned subsidiary of ZAIS Financial Corporation, whereby the combined company will be renamed Sutherland Asset Management Corporation (the “Company”), and pursuant to Section 18(c) hereof, the Company desires to enter into this Agreement with [•] (“Indemnitee”).