INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 26th day of November 2013, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and Frank P. Filipps (“Indemnitee”).
Sutherland Asset Management Corporation [ ] Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
I, Dominic Bruno, do hereby certify that I am the Executive Vice President of Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and, on behalf of the Company and in my capacity as Executive Vice President of the Company, do hereby certify pursuant to Section 8(g) of that certain Underwriting Agreement dated July [ ], 2009 (the “Underwriting Agreement”) among the Sutherland Parties (as defined therein) and UBS Securities LLC and Keefe, Bruyette & Woods, Inc., on behalf of the several Underwriters named therein, that as of July [ ], 2009:
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUTHERLAND PARTNERS, L.P. a Delaware limited partnershipSutherland Asset Management Corp • January 5th, 2015 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUTHERLAND PARTNERS, L.P., dated as of November 26, 2013 (the “Agreement”) is entered into by and among SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase/Placement Agreement, dated as of November 20, 2013 (the “Purchase/Placement Agreement”), between the Company and FBR in connection with the purchase and sale and/or placement of an aggregate of 13,333,334 shares of Common Stock (plus an additional 2,000,000 shares of Common Stock to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
MANAGEMENT AGREEMENTManagement Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of November 26, 2013 by and among SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Company”), SUTHERLAND PARTNERS, L.P., a Delaware limited partnership (the “Operating Partnership”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Asset I”), SUTHERLAND ASSET II, LLC, a Delaware limited liability company (“Asset II”), SUTHERLAND OP HOLDINGS, LTD, a Cayman Islands exempted company (the “OP Feeder”), SUTHERLAND REIT HOLDINGS, L.P., a Delaware Limited Partnership (the “REIT Feeder”), SUTHERLAND ERISA HOLDINGS, LTD., a Cayman Islands exempted company (the “ERISA Holding Feeder”), SUTHERLAND OP HOLDINGS II, LTD., a Cayman Islands exempted company (the “OP Feeder II”) and WATERFALL ASSET MANAGEMENT, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SUTHERLAND ASSET MANAGEMENT CORPORATION AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as ofRegistration Rights Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and (the “Purchaser”).
DATED AS OF MAY 8, 2014 AMONG: WATERFALL COMMERCIAL DEPOSITOR LLC, AS A SELLER, SUTHERLAND ASSET I, LLC AS A SELLER AND CITIBANK, N.A., AS BUYER,Master Repurchase Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of May 8, 2014, among WATERFALL COMMERCIAL DEPOSITOR LLC, a Delaware limited liability company as a seller (the “Certificate Seller” or a “Seller”) and SUTHERLAND ASSET I, LLC, a Delaware limited liability company as a seller (the “Loan Seller” or a “Seller”, and together with the Certificate Seller, the “Sellers”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”).
MASTER LOAN AND SECURITY AGREEMENT Dated as of June 27, 2014 READYCAP LENDING, LLC and SUTHERLAND ASSET I, LLC, as Borrowers SUTHERLAND ASSET MANAGEMENT CORPORATION, as Guarantor and JPMORGAN CHASE BANK, N.A., as LenderMaster Loan and Security Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
MASTER LOAN AND SECURITY AGREEMENT, dated as of June 27, 2014 between READYCAP LENDING, LLC, a Delaware limited liability company (“ReadyCap”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Sutherland”, together with ReadyCap, each a “Borrower” and, collectively, the “Borrowers”), SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Guarantor”) and JPMORGAN CHASE BANK, N.A. (the “Lender”).
ASSET PURCHASE AGREEMENT among CIT BANK as Seller and SUTHERLAND ASSET I, LLC and READYCAP LENDING, LLC, as Buyers dated as of October 11, 2013Asset Purchase Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
This Asset Purchase Agreement (this “Agreement”), dated as of October 11, 2013, is entered into among CIT Bank, a Utah state chartered bank (“Seller”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Sutherland”), and READYCAP LENDING, LLC, a Delaware limited liability company (“ReadyCap,” and together with Sutherland, “Buyers,” and each, a “Buyer”).
SUTHERLAND ASSET MANAGEMENT CORPORATION CONTINGENT SHARE PRIVATE PLACEMENT AGREEMENTContingent Share Private Placement Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and Waterfall Asset Management, LLC (the “Purchaser”).
MASTER REPURCHASE AGREEMENT Dated as of December 18, 2014 by and amongMaster Repurchase Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of December 18, 2014, by and among READYCAP COMMERCIAL, LLC (“Originator”), a Delaware limited liability company, SUTHERLAND ASSET I, LLC (“Sutherland”, and together with Originator and any Additional Seller, “Sellers”, and each individually, a “Seller”), U.S. BANK NATIONAL ASSOCIATION (“Depository”), a national banking association, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 28th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and M.D. Sass Finstrat Waterfall Holdings, LLC (the “Purchaser”).
Form of Underwriting AgreementUp Agreement • January 14th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”), severally and not jointly, propose to sell to the several Underwriters an aggregate of [·] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company, and the Selling Stockholders, severally and not jointly, propose to sell, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the
SUTHERLAND ASSET MANAGEMENT CORPORATION 2009 EQUITY INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENTOption Award Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS OPTION AWARD AGREEMENT is by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”) and ___(the “Optionee”), dated as of the ___day of ___, 20_.
SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT OF SUTHERLAND ASSET MANAGEMENT CORPORATIONRegistration Rights Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS SECOND AMENDMENT (this “Amendment”), dated as of October 22, 2014, to the Registration Rights Agreement of Sutherland Asset Management Corporation (the “Company”), dated as of November 26, 2013, as amended on June 17, 2014 (the “Agreement”), is entered into by and among the Company and the Holders of Registrable Securities of the Company. Capitalized terms used but not defined in this Amendment will have the definitions or meanings given to them in the Agreement.
SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 14th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • Maryland
THIS AWARD AGREEMENT is made by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”) and [·] (the “Grantee”), dated as of the [·] day of [·], 2015.
Dated as of September 27, 2013 READYCAP COMMERCIAL REVOLVING ASSET TRUST, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Transfer Agent, Custodian and Notes RegistrarExecution • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
INDENTURE, dated as of September 27, 2013, by and between READYCAP COMMERCIAL REVOLVING ASSET TRUST, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as trustee (in such capacity, together with its permitted successors and assigns in the trusts hereunder, the “Trustee” and in such other capacities as noted herein).
SUTHERLAND ASSET MANAGEMENT CORPORATION 2009 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS AGREEMENT is made by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 20 .
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT among CIT SMALL BUSINESS LENDING CORPORATION and CIT LENDING SERVICES CORPORATION as Sellers and CIT SMALL BUSINESS LOAN TRUST 2008-1, CIT SMALL BUSINESS LOAN TRUST 2007-1 and CIT SBL PROPERTY HOLDINGS...Asset Purchase Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
This Amended and Restated Asset Purchase Agreement (this “Agreement”), dated as of March 20, 2014, is entered into among CIT SMALL BUSINESS LENDING CORPORATION (“CIT Small Business”), a Delaware corporation, and CIT LENDING SERVICES CORPORATION, a Delaware corporation (“CIT Lending”), (each, a “Seller” and collectively, the “Sellers”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Sutherland”), and READYCAP LENDING, LLC, a Delaware limited liability company (“ReadyCap,” and together with Sutherland, “Buyers,” and each, a “Buyer”), and, solely for purposes of Articles II and III hereof, CIT SMALL BUSINESS LOAN TRUST 2008-1, a Delaware statutory trust (the “Goldman Trust”) and CIT SMALL BUSINESS LOAN TRUST 2007-1, a Delaware statutory trust (the “RBC Trust” and, together with the Goldman Trust, the “Trusts,” and each, a “Trust”) and CIT SBL PROPERTY HOLDINGS CORPORATION, a Delaware corporation (“Property Holdings”)
FORM OF SUB-ADVISORY AGREEMENTForm of Sub-Advisory Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS SUB-ADVISORY AGREEMENT (this “Agreement”), is made as of , 2009 by and among SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Company”), WATERFALL ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and M.D. SASS INVESTOR SERVICES, INC., a Delaware corporation (the “Sub-Advisor”).
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT OF SUTHERLAND ASSET MANAGEMENT CORPORATIONRegistration Rights Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • New York
THIS FIRST AMENDMENT (this “Amendment”), dated as of June 17, 2014, to the Registration Rights Agreement of Sutherland Asset Management Corporation (the “Company”), dated as of November 26, 2013 (the “Agreement”), is entered into by and among the Company and the Holders of Registrable Securities of the Company. Capitalized terms used but not defined in this Amendment will have the definitions or meanings given to them in the Agreement.
ContractContribution Agreement • January 5th, 2015 • Sutherland Asset Management Corp • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2013, by and among SUTHERLAND REIT HOLDINGS LP, a Delaware limited partnership (the “Contributor”), and SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “REIT”).
