0001577670-17-000004 Sample Contracts

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

FIFTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 13, 2016, by and among Tuebor TRS IV LLC as a Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

SECOND SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware

This Amendment No. 3 (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 and Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of December 1, 2016 (as amended, the “Registration Rights Agreement”), is entered into as of February 15, 2017. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 24th, 2017 • 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, 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.

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

FOURTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York

THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 13, 2016, by and among Tuebor TRS IV LLC as a Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

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