0001193125-14-011184 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Nonqualified Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLAN
Stock Appreciation Rights Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of , 2014
Limited Liability Limited Partnership Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of , 2014 (the “Merger Effective Date”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) the General Partner (as herein defined) and (iii) each of the Persons who is a party to or otherwise bound by this Agreement as a Limited Partner (as herein defined). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Article I.

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