10,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • New York
The persons listed on Schedule I-A hereto (collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I-B hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of the Class A common stock, $0.001 par value (the “Class A Common Stock”) of Ladder Capital Corp, a Delaware corporation (the “Company”). The respective amounts of the Firm Shares to be so sold by each of the Selling Stockholders to the several Underwriters are set forth opposite the names of each of the Selling Stockholders on Schedule I-A hereto and the respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite the names of each of the Underwriters on Schedule I-B hereto. The Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional shares of the Class A Common Stock (the “Option Shares
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 (as amended, the “Registration Rights Agreement”), is entered into as of December 1, 2016. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
