AGREEMENT JOINT FILING OF SCHEDULE 13DRelated Real Estate Fund II, L.P. • March 13th, 2017 • Real estate investment trusts
The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Ladder Capital Corp, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
LOCK-UP AGREEMENTLock-Up Agreement • March 13th, 2017 • Related Real Estate Fund II, L.P. • Real estate investment trusts • Delaware
The undersigned understands that you, as the Advisor (the “Advisor”), have provided and will provide financial advice and investment banking services to Ladder Capital Corp, a Delaware corporation (the “Company”), in relation to a transfer (the “Transaction”) of 5,886,681 shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”), by GI Ladder Holdco LLC, GI Partners Fund III-B, L.P., GI Partners Fund III-A, L.P., TI II Ladder Holdings, LLC, TowerBrook Investors II AIV, L.P., GP09 PX (LAPP) Ladder Capital LTD., GP09 GV Ladder Capital LTD., GP09 PX Ladder Capital LTD. and OCP LCF Holdings Inc., as sellers (the “Sellers”), to RREF II Ladder LLC, a Delaware limited liability company (the “Stockholder”), as purchaser.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 13th, 2017 • Related Real Estate Fund II, L.P. • Real estate investment trusts • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 27, 2017, by and among RREF II Ladder LLC, a Delaware limited liability company (“Purchaser”), each of the legal entities set forth on Exhibit A (each, a “Seller” and collectively, the “Sellers”), and, solely for purposes of Section 2.3(c) and Section 3.3 hereof, Ladder Capital Corp, a Delaware corporation (the “Company”).
