0001193125-14-008360 Sample Contracts

•] 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

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2014 • Ladder Capital Corp • Real estate • Delaware

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of , 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).

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