INTEREST EXCHANGE AGREEMENTTransfer and Waiver Agreement • November 9th, 2021 • Ready Capital Corp • Real estate investment trusts • Delaware
This INTEREST EXCHANGE AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and among Ready Capital Corporation, a Maryland corporation (“Parent”), Sutherland Partnership, LP, a Delaware limited partnership (“Operating Partnership”), MREC Management, LLC, a Delaware limited liability company (the “Manager”), MREC Special Member, LLC, a Delaware limited liability company (“Special Member” and together with the Manager, the “Incentive Parties”), JulJak, LLC, a Delaware limited liability company (“JulJak”), Mosaic Secure Holdings, LLC, a Delaware limited liability company (“MSH”), LA Real Estate Finance, LLC, a California limited liability company (“LAREF”), Mosaic Real Estate Investors, LLC, a Delaware limited liability company (“MREI”) and Mr. Ethan Penner, a resident of the State of California (“Penner”). Parent and the Operating Partnership are sometimes referred to individually in this Agreement as a “Parent Party” or collectively as the “Parent Parties” and
MERGER AGREEMENTMerger Agreement • November 9th, 2021 • Ready Capital Corp • Real estate investment trusts • Maryland
This Merger Agreement (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November 3, 2021, is entered into by and among Mosaic Real Estate Credit, LLC, a Delaware limited liability company (“MREC”), Mosaic Real Estate Credit TE, LLC, a Delaware limited liability company (“MREC TE”), MREC International Incentive Split, LP, a Delaware limited partnership (“MREC IIS,” and together with MREC and MREC TE, each a “Mosaic Merger Entity” and, collectively, the “Mosaic Merger Entities”), Mosaic Real Estate Credit Offshore, LP, a Cayman Islands exempted limited partnership (“MREC Offshore”), MREC Corp Sub 1 (VO), LLC, a Delaware limited liability company (“MREC Corp Sub 1”), MREC Corp Sub 2 (LA Office), LLC, a Delaware limited liability company (“MREC Corp Sub 2”), MREC Corp Sub 3 (Superblock), LLC, a Delaware limited liability company (“MREC Corp Sub 3” and with MREC Offshore, MREC Corp Sub 1 and MREC Corp Sub 2, each individually a “Mosa
