0001104659-17-014084 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 3rd, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware

THIS STOCKHOLDERS AGREEMENT is made and entered into as of March 3, 2017, by and among Ladder Capital Corp, a Delaware corporation (the “Company”) and RREF II Ladder LLC, a Delaware limited liability company (the “Stockholder”), and any Permitted Transferee that becomes a party to this Agreement by executing and delivering a joinder to this Agreement in the form attached hereto as Exhibit A.

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SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware

This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (together with the Original RRA, the Second RRA and the A&R Registration Rights Agreement, this “Agreement”) is dated as of March 3, 2017 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).

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