0001193125-09-199749 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of [—], 2009 by and among LADDER CAPITAL REALTY FINANCE INC, a Maryland corporation (the “Company”), LADDER CAPITAL REALTY (TRS) INC, a Delaware corporation (the “TRS”), and LADDER CAPITAL REALTY FINANCE MANAGER LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of [—], 2009, is made and entered into by and between Ladder Capital Realty Finance Inc, a Maryland corporation (the “Company”), and Ladder Capital Realty Finance Holdings LLC, a Delaware limited liability company (the “Ladder Investor”).

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LADDER CAPITAL REALTY FINANCE INC PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of October, 2009, by and between Ladder Capital Realty Finance Inc, a Maryland corporation (the “Company”), Ladder Capital Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Ladder Capital Realty Finance Holdings LLC, a wholly-owned subsidiary of Holdings (the “Ladder Investor”) and Ladder Capital Finance Portfolio LLC, a wholly-owned subsidiary of Holdings (the “CMBS Subsidiary”).

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LADDER CAPITAL REALTY FINANCE INC FORM OF OPTION AWARD AGREEMENT
Option Award Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

THIS OPTION AWARD AGREEMENT is by and between Ladder Capital Realty Finance Inc, a Maryland corporation (the “Company”) and __________ (the “Optionee”), dated as of the __ day of ______, 20__.

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FORM OF LICENSE AGREEMENT
License Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of [—], 2009 (the “Effective Date”), by and between Ladder Capital Finance Holdings LLC, a Delaware limited liability company (“Licensor”), and Ladder Capital Realty Finance Inc, a Maryland corporation (“Licensee”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of [—], 2009, is made and entered into by and between LADDER CAPITAL FINANCE LLC, a Delaware limited liability company (the “Advisor”), and LADDER CAPITAL REALTY FINANCE MANAGER LLC, a Delaware limited liability company (the “Manager”).

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LADDER CAPITAL REALTY FINANCE INC FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 29th, 2009 • Ladder Capital Realty Finance Inc • Real estate • New York

THIS AGREEMENT is made by and between Ladder Capital Realty Finance Inc, a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 20 .

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