Ladder Capital Corp Sample Contracts

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•] Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) [FORM OF EQUITY UNDERWRITING AGREEMENT]
Equity Underwriting Agreement • January 13th, 2014 • Ladder Capital Corp • Real estate

Ladder Capital Corp, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s Class A common stock, $0.001 par value (the “Class A Common Stock”). The

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

RESTRICTED STOCK AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $650,000,000 4.750% Senior Notes due 2029 INDENTURE Dated as of June 23, 2021
Indenture • June 23rd, 2021 • Ladder Capital Corp • Real estate investment trusts • New York

INDENTURE dated as of June 23, 2021, among LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (the “Company”), and LADDER CAPITAL FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors from time to time parties hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Nonqualified Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Stock Appreciation Rights Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

10,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • New York

The persons listed on Schedule I-A hereto (collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I-B hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of the Class A common stock, $0.001 par value (the “Class A Common Stock”) of Ladder Capital Corp, a Delaware corporation (the “Company”). The respective amounts of the Firm Shares to be so sold by each of the Selling Stockholders to the several Underwriters are set forth opposite the names of each of the Selling Stockholders on Schedule I-A hereto and the respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite the names of each of the Underwriters on Schedule I-B hereto. The Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional shares of the Class A Common Stock (the “Option Shares

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 21st, 2014 • Ladder Capital Corp • Real estate • Delaware

This Indemnification Agreement (this “Agreement”), dated as of [ ], 2014, by and between Ladder Capital Corp (the “Company”) and [ ] (the “Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2021 • Ladder Capital Corp • Real estate investment trusts • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 9, 2021 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Paul J. Miceli (“Executive”).

Contract
Supplemental Indenture • October 29th, 2021 • Ladder Capital Corp • Real estate investment trusts • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 28th, 2014 • Ladder Capital Corp • Real estate • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 23, 2014 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Michael Mazzei (“Executive”).

AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of , 2014
Limited Liability Limited Partnership Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of , 2014 (the “Merger Effective Date”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) the General Partner (as herein defined) and (iii) each of the Persons who is a party to or otherwise bound by this Agreement as a Limited Partner (as herein defined). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Article I.

TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • December 24th, 2013 • Ladder Capital Corp • Real estate • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2014, is hereby entered into by and among Ladder Capital Corp, a Delaware corporation (the “Corporation”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the TRA Members (as herein defined).

RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2023 OMNIBUS INCENTIVE PLAN
Restricted Stock Award Agreement • February 12th, 2024 • Ladder Capital Corp • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2023 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 28th, 2014 • Ladder Capital Corp • Real estate • New York

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 23, 2014 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Brian Harris (“Executive”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • January 5th, 2015 • Ladder Capital Corp • Real estate • New York

FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 31, 2014, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

AMENDMENT NO. 1 TOTHE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2015 • Ladder Capital Corp • Real estate • Delaware

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), is entered into as of January 28, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

THIRD AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of December 31, 2014
Limited Liability Limited Partnership Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of 11:59:57 on December 31, 2014 (the “Effective Time”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) each General Partner (as herein defined), and (iii) each of the Persons who is a party to or otherwise bound by this Agreement as a Limited Partner (as herein defined). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Article I.

3,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • March 13th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

basis, which (i) includes Shares that could be sold, assigned and transferred to the Underwriters if the Underwriters exercise an option to purchase additional shares and (ii) may be subject to reduction on a pro rata basis as set forth in the materials distributed to and acknowledged by the undersigned, or such lesser number as the Attorneys-in-Fact, or any one of them, may determine, and for that purpose to enter into and perform the Underwriting Agreement, or (b) a number of shares of Common Stock, on an as-converted basis, equal to the undersigned’s pro rata participation (a “Pro Rata Participation”) in the offering as determined by the Attorneys-in-Fact, or any one of them, and for that purpose to enter into and perform the Underwriting Agreement.

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

FIFTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 13, 2016, by and among Tuebor TRS IV LLC as a Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

SECOND SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $500,000,000 7.000% Senior Notes due 2031 INDENTURE Dated as of July 5, 2024
Indenture • July 5th, 2024 • Ladder Capital Corp • Real estate investment trusts • New York

INDENTURE, dated as of July 5, 2024, among LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (the “Company”), and LADDER CAPITAL FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors from time to time parties hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

LADDER CAPITAL FINANCE HOLDINGS LLLP LADDER CAPITAL FINANCE CORPORATION Purchase Agreement
Ladder Capital Corp • August 1st, 2014 • Real estate • New York

Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Company”), and Ladder Capital Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), jointly and severally, propose to issue and sell to the several initial purchasers listed on Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of their 5.875% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of August 1, 2014 (the “Indenture”) among the Issuers, Wilmington Trust, National Association, as trustee (the “Trustee”), and the guarantors listed on Schedule 2 hereto (the “Guarantors”), including Ladder Capital Corp, a Delaware corporation (the “Parent Guarantor,” and, together with the other Guarantors and the Issuers, the “Ladder Parties”), the direct an

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2015 • Ladder Capital Corp • Real estate • Delaware

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 11, 2014 by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP (f/k/a Ladder Capital Finance Holdings LLC), a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as herein defined).

LOAN REFERRAL AGREEMENT
Loan Referral Agreement • June 28th, 2013 • Ladder Capital Corp • Real estate • New York

This LOAN REFERRAL AGREEMENT (this “Agreement”) is made as of September 22, 2008 by and between Ladder Capital Finance LLC (the “Company”) and Meridian Capital Group, LLC (“Meridian”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of Ladder Capital Finance Holdings LLC (“Holdings”), dated as of the date hereof.

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware

This Amendment No. 3 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 and Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of December 1, 2016 (as amended, the “Registration Rights Agreement”), is entered into as of February 15, 2017. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

COUNTERPART AGREEMENT
Counterpart Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • New York

This COUNTERPART AGREEMENT, dated December 31, 2014 (this “Counterpart Agreement”), is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of February 11, 2014 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among LADDER CORPORATE REVOLVER I LLC, a Delaware limited liability company (the “Borrower”), LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (“Parent”), and CERTAIN SUBSIDIARIES AND SERIES OF PARENT, as Guarantors, the Lenders party thereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent.

SECOND AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of December 5, 2014
Limited Liability Limited Partnership Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of December 5, 2014 (the “Effective Time”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) the General Partner (as herein defined), and (iii) each of the Persons who is a party to or otherwise bound by this Agreement as a Limited Partner (as herein defined). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Article I.

REAL ESTATE CAPITAL MARKETS ADVISORY AGREEMENT
Real Estate Capital Markets Advisory Agreement • March 15th, 2019 • Ladder Capital Corp • Real estate investment trusts

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of March 15, 2019 is made by and between Ladder Capital Finance LLC, a Delaware limited liability company (“LCF”) and Item Six Capital LLC (“Advisor”).

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware

This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 (as amended, the “Registration Rights Agreement”), is entered into as of December 1, 2016. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • Delaware

This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 (as amended, the “Registration Rights Agreement”), is entered into as of December 1, 2016. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

FOURTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 6th, 2015 • Ladder Capital Corp • Real estate • New York

FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 12, 2014, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

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