Exhibit 4.1


 


LADDER CAPITAL CORP


 


PURCHASE RIGHT


 


THIS PURCHASE RIGHT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS PURCHASE RIGHT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS PURCHASE RIGHT AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS PURCHASE RIGHT MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH
PURCHASE RIGHT AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH PURCHASE RIGHT MAY ONLY BE TRANSFERRED IF THE ISSUER AND, IF APPLICABLE,
THE TRANSFER AGENT FOR SUCH PURCHASE RIGHT AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH PURCHASE RIGHT HAS RECEIVED DOCUMENTATION
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.


 


THIS PURCHASE RIGHT
AGREEMENT, dated as of April 30, 2020 (this “Purchase Right”), is by and between (a) Ladder Capital
Corp, a Delaware corporation (the “Corporation”), and (b) Beaverhead Capital, LLC (the “Holder”).
The Corporation and the Holder are sometimes referred to herein collectively as the “Parties” or individually
as a “Party.”


 


R E C I T A L S


 


WHEREAS, substantially
concurrently with the execution and delivery of this Purchase Right, the Parties, or affiliates thereof, will enter into a Loan
and Security Agreement pursuant to which an affiliate of the Corporation will borrow up to $206,350,000 from the Holder or an affiliate
thereof on the terms set forth therein (the “Loan Agreement”);


 


WHEREAS, in
connection with the closing of the transactions contemplated by the Loan Agreement, the Corporation has agreed to issue to the
Holder a right to purchase, in one or more transactions, up to an aggregate of 4,000,000 shares of the Corporation’s Class
A common stock, par value $0.001 per share, on the terms set forth herein; and


 


WHEREAS, this
Purchase Right is intended to set forth the terms and conditions of the right to purchase such shares.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 









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Article
1


 


Definitions and References


 


Section
1.01       Definitions. As used herein, the
following terms have the respective meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”) with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Purchase Right Shares in respect of which
this Purchase Right is then being exercised pursuant to Section 2.02, multiplied by (b) the then-current Exercise Price.


 


“Board”
means the board of directors of the Corporation.


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which banks are authorized or required to close in
the City of New York, New York.


 


“Class
A Common Shares” means the shares of Class A Common Stock, par value $0.001 per share, of the Corporation.


 


“Corporation”
has the meaning set forth in the preamble.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such Equity Interests.


 


“Exercise
Certificate” has the meaning assigned to such term in Section 3.01(a).


 


“Exercise
Date” means, for any given exercise of this Purchase Right, the earliest date that is a Business Day on which the
conditions to such exercise as set forth in Section 3.01 shall have been satisfied at or prior to 5:00 p.m., New York City time.


 


“Exercise
Period” means the period beginning on the Issue Date and ending at the Expiration Time.


 


“Exercise
Price” means $8.00 per Class A Common Share, as may be adjusted pursuant to Article 4 hereof.


 


“Expiration
Time” means 5:00 p.m., New York City time, on December 31, 2020.


 









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“Fair Market
Value” means, as of any particular date: (a) if the Class A Common Shares are listed on a domestic securities
exchange as of such date, the VWAP Price for such date on all domestic securities exchanges on which the Class A Common Shares
may at the time be listed; (b) if the Class A Common Shares are not listed on a domestic securities exchange but are quoted
on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association as of such date, (i) the VWAP Price
for such date on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association or (ii) if there have
been no sales of the Class A Common Shares on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
on such day, the average of the highest bid and lowest asked prices for Class A Common Shares quoted on the OTC Bulletin Board,
the Pink OTC Markets or similar quotation system or association at the end of the day; or (c) if the Class A Common Shares are
not listed on a domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system
or association as of such date, the fair market value of one Class A Common Share as determined in good faith by the Board.


 


“Fundamental
Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization
of the Corporation, (b) reclassification of the stock of the Corporation (other than (i) a change in par value, from par value
to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination
of shares to which ‎Section 4.01 applies), (c) consolidation or merger of the Corporation with and into another Person or
of another Person with and into the Corporation (whether or not the Corporation is the surviving corporation of such consolidation
or merger), (d) sale or lease of all or substantially all of the Corporation’s assets (on a consolidated basis) or capital
stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Class A Common Shares to receive
(either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for
Class A Common Shares.


 


“Holder”
has the meaning set forth in the preamble.


 


“Holder
Parties” means (i) the Holder’s Affiliates, (ii) employee benefit plans sponsored by the Holder or any of its
Affiliates (or a master trust holding the assets of such benefit plans), (iii) any family office that is an Affiliate of Koch Industries,
Inc. or any of its shareholders and/or any investment fund or vehicle advised by, or managed by, any such family office, (iv) any
trust, foundation, partnership, or entity created by or for Charles G. Koch and/or David H. Koch and/or any of their respective
family members, (v) any entity 80% of whose voting equity interests is owned by one or more of such trusts, foundations, partnership,
or entities, and/or (vi) any other Person that invests money for or on behalf of any of the foregoing.


 


“Issue
Date” means April 30, 2020.


 


“Loan Agreement”
has the meaning set forth in the recitals.


 


“Lock-Up
Period” has the meaning assigned to such term in Section 6.02(b).


 


“NYSE”
means New York Stock Exchange.


 


“OTC Bulletin
Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 









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“Parties”
has the meaning set forth in the preamble.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Pink OTC
Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC
Pink.


 


“Purchase
Right” has the meaning set forth in the preamble.


 


“Purchase
Right Register” has the meaning assigned to such term in Section 6.05.


 


“Purchase
Right Shares” has the meaning assigned to such term in ‎Section 2.01.


 


“Securities”
has the meaning assigned to such term in Section 5.01.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Standstill
Period” has the meaning assigned to such term in Section 6.03.


 


“Successor
Affiliate” has the meaning assigned to such term in Section 6.02(a).


 


“Transfer”
has the meaning assigned to such term in Section 6.02(a).


 


“Transfer
Agent” means the entity designated by the Corporation to act as transfer agent for the Class A Common Shares.


 


“VWAP Price”
means, as of a particular date, the volume-weighted average trading price, as adjusted for splits, combinations and other similar
transactions, of a Class A Common Share for the consecutive period of ten Business Days ending two Business Days prior to such
date, except that if the Class A Common Shares are listed on any domestic securities exchange, the term “Business Day”
as used in this sentence means Business Days on which such exchange is open for trading.


 


Section
1.02       Rules of Construction. Unless the
context otherwise requires or except as otherwise expressly provided:


 


(a)        
“herein,” “hereto” or “hereof” and other words of similar import refer to this
Purchase Right as a whole and not to any particular Section, Article or other subdivision;


 


(b)        
the word “including” is not limiting and means “including without limitation”;


 


(c)        
definitions will be equally applicable to both the singular and plural forms of the terms defined;


 


(d)        
all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Purchase
Right unless otherwise indicated;


 









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(e)        
all exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Purchase Right
as if set forth in full herein, and any capitalized terms used in any exhibit but not otherwise defined therein will have the meaning
as defined in this Purchase Right;


 


(f)         
all references to a Party include such Party’s successors and permitted assigns;


 


(g)        
any reference to “$” or “dollars” means United States dollars; and


 


(h)        
references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or
statutes or regulations, as amended from time to time (or to successor statutes and regulations).


 


Article
2

Issuance, Exercise and Expiration of purchase right


 


Section
2.01       Issuance of Purchase Right. Subject
to the terms and conditions hereof, this Purchase Right shall represent the right to purchase from the Corporation up to an aggregate
of 4,000,000 Class A Common Shares, as may be adjusted from time to time pursuant to Article 4 hereof (the “Purchase
Right Shares”).


 


Section
2.02       Exercise of Purchase Right. Subject
to the terms and conditions hereof, and pursuant to the procedures set forth in Section 3.01, the Holder may exercise such right
to purchase with respect to all or any part of this Purchase Right Shares at any time or from time to time on any Business Day
during the Exercise Period.


 


Section
2.03       Expiration of Purchase Right. The
right to purchase the Purchase Right Shares pursuant to this Purchase Right shall terminate and become void as of the Expiration
Time.


 


Article
3

Exercise Procedure


 


Section
3.01       Conditions to Exercise. The Holder
may exercise this Purchase Right during the Exercise Period upon (and only upon):


 


(a)              
execution and delivery of an Exercise Certificate in the form attached hereto as Exhibit A (each, an “Exercise
Certificate”), duly completed (including specifying the number of Purchase Right Shares to be purchased in connection
with such exercise);


 


(b)              
payment to the Corporation of the Aggregate Exercise Price for such exercise in accordance with Section 3.02; and


 


(c)              
to the extent any withholding tax on the exercise of a Purchase Right is required, the Holder shall (i) make a wire
transfer in immediately available funds to the Corporation in an amount sufficient to satisfy any such withholding tax or (ii)
establish to the satisfaction of the Corporation that such withholding tax has been paid.


 






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Section
3.02       Payment of the Aggregate Exercise Price.
Payment of the Aggregate Exercise Price shall be made to the Corporation by wire transfer of immediately available funds to an
account designated in writing by the Corporation, in the amount of such Aggregate Exercise Price.


 


Section
3.03      Delivery of Purchase Right Shares.
As promptly as reasonably practicable on or after the Exercise Date, and in any event within three Business Days thereafter, the
Corporation shall cause the Transfer Agent to issue book-entry interests representing the number of Purchase Right Shares exercised
on such Exercise Date to the account designated by the Holder in the applicable Exercise Certificate.


 


Section
3.04       Fractional Shares. The Corporation
shall not be required to issue a fractional Purchase Right Share upon exercise of any Purchase Right. As to any fraction of a Purchase
Right Share that the Holder would otherwise be entitled to receive upon such exercise, the Corporation shall pay to the Holder
an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal
to the product of (i) such fraction of a Purchase Right Share multiplied by (ii) the Fair Market Value of one Purchase Right Share
on the Exercise Date.


 


Section
3.05       Purchase Right Register. Unless
this Purchase Right shall have been fully exercised, the Corporation shall, at the time of delivery of the Purchase Right Shares
being issued in accordance with this Article 3, provide by notation in the Purchase Right Register the number, if any, of Purchase
Right Shares that remain subject to purchase by the Holder upon exercise.


 


Section
3.06       Valid Issuance of Purchase Right and
Purchase Right Shares. With respect to the execution and delivery of this Purchase Right and each exercise of this Purchase
Right, the Corporation hereby represents, warrants, covenants and agrees:


 


(a)        
The Corporation is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization;


 


(b)       
The Corporation has the corporate power and authority to execute and deliver this Purchase Right and to perform its
obligations hereunder. The Corporation has taken all corporate actions or proceedings required to be taken by or on the part of
the Corporation to authorize and permit the execution and delivery by the Corporation of this Purchase Right and the performance
by the Corporation of its obligations hereunder and the consummation by the Corporation of the transactions contemplated hereby.
This Purchase Right has been duly executed and delivered by the Corporation, and assuming the due authorization, execution and
delivery by the Holder, constitutes the legal, valid and binding obligation of the Corporation, enforceable against it in accordance
with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


(c)         The
execution and delivery by the Corporation of this Purchase Right, the performance by the Corporation of its obligations
hereunder and the consummation by the Corporation of the transactions contemplated hereby will not violate (i) any provision
of law, statute, rule or regulation applicable to the Corporation, (ii) the certificate of incorporation or bylaws of the
Corporation, (iii) any applicable order of any court or any rule, regulation or order of any governmental authority
applicable to the Corporation or (iv) any provision of any indenture, certificate of designation for preferred stock,
agreement or other instrument to which the Corporation is a party or by which its property is or may be bound, except, in
each case, for any such violation that would not impair in any material way the Corporation's ability to perform its
obligations under this Purchase Right.


 






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(d)        
Assuming the accuracy of the Holder’s representations and warranties set forth in ‎Article 5,
the issuance of this Purchase Right (and the issuance of the Purchase Right Shares upon exercise of this Purchase Right) is exempt
from the registration requirements of the Securities Act and all other applicable state blue sky or other securities laws, statutes,
rules or regulations.


 


(e)        
None of the Corporation, its Affiliates or any Person acting on any of their behalf (other than the Holder and its
Affiliates), directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer,
sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance of this Purchase
Right. None of the Corporation, its Affiliates or any Person acting on any of their behalf (other than Holder and its Affiliates)
has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) promulgated
under the Securities Act) in connection with the issuance of this Purchase Right.


 


(f)         
This Purchase Right has been duly authorized and is validly issued.


 


(g)        
Each Purchase Right Share issuable upon the exercise of this Purchase Right pursuant to the terms hereof shall be,
upon issuance, validly issued, fully paid and non-assessable, and free from preemptive or similar rights and free from all taxes,
liens and charges with respect thereto (other than liens and charges arising solely from the actions and circumstances of the Holder).


 


(h)        
The Corporation will at all times during the Exercise Period maintain authorized and reserved for issuance solely
for the purpose of effecting the exercise of this Purchase Right, such number of Class A Common Shares as are then and from time
to time subject to issuance upon the exercise in whole of this Purchase Right, which shares have not been subscribed for or otherwise
committed or issued.


 


(i)         
The Corporation shall take all such action as many be necessary to ensure the par value per Purchase Right Share
will at all times during the Exercise Period be less than or equal to the applicable Exercise Price.


 


(j)          The
Corporation shall take all such actions as may be necessary to ensure that all Purchase Right Shares are issued without
violation by the Corporation of its certificate of incorporation, bylaws or any other constituent document and of any
applicable law, statute, rule or regulation or any requirements of any securities exchange upon which the Class A Common
Shares or other securities constituting Purchase Right Shares may be listed at the time of such exercise (except for official
notice of issuance which will be promptly delivered by the Corporation upon each such issuance).


 






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(k)        
The Corporation shall use commercially reasonable efforts to cause the Purchase Right Shares, promptly upon such
exercise, to be listed on the NYSE or any domestic securities exchange upon which Class A Common Shares are listed at the time
of such exercise.


 


(l)         
The Corporation shall pay all expenses in connection with, and all taxes (other than United States federal, state
or local income taxes) and other governmental charges that may be imposed with respect to, the issuance or delivery of Purchase
Right Shares upon exercise of this Purchase Right.


 


Article
4

Adjustment to Number of purchase right Shares


 


Section
4.01       Adjustment to Number of Purchase Right
Shares. If the Corporation, at any time after the Issue Date but prior to the Expiration Time (or, if earlier, the exercise
in full of this Purchase Right), (a) makes or declares a dividend or other distribution (in part or in full) on its outstanding
Class A Common Shares payable in Equity Interests of the Corporation, (b) subdivides (by any split, recapitalization or otherwise)
its outstanding Class A Common Shares into a greater number of Class A Common Shares, or (c) combines (by combination, reverse
split or otherwise) its outstanding Class A Common Shares into a smaller number of Class A Common Shares, then the remaining number
of Purchase Right Shares issuable upon the exercise of this Purchase Right immediately prior to any such dividend, distribution,
subdivision or combination shall be proportionately adjusted so the Holder will thereafter receive upon exercise in full of this
Purchase Right the aggregate number and kind of shares of Equity Interests of the Corporation that the Holder would have owned
immediately following such action if this Purchase Right had been exercised in full immediately before the record date for such
action. Any adjustment under this Section 4.01 shall become effective at the close of business on the record date of the dividend,
distribution, subdivision or combination (or, if no record date is set (whether by action of the Corporation, through statute or
otherwise), the date the dividend, distribution, subdivision or combination becomes effective). If any such event is announced
or declared and the Purchase Right Shares are adjusted pursuant to this Section 4.01 but such event does not occur, the Purchase
Right Shares shall be readjusted, effective as of the date the Board announces that such event shall not occur, to the number of
Purchase Right Shares that would then be in effect if such event had not been declared. Whenever the number of Purchase Right Shares
subject to this Purchase Right is adjusted pursuant to this Section 4.01, the Corporation shall provide the notice required by
Section 6.01.


 


Section
4.02       Dissolution, Liquidation or
Winding Up. If the Corporation, at any time after the Issue Date but prior to the Expiration Time (or, if earlier, the
exercise in full of this Purchase Right), commences a voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation, then (a) the Holder of this Purchase Right shall receive the kind and number of other securities
or assets which the Holder would have been entitled to receive if the Holder had exercised in full this Purchase Right and
acquired the applicable number of Purchase Right Shares then issuable hereunder as a result of such exercise immediately
prior to the time of such dissolution, liquidation or winding up, and (b) the right to exercise this Purchase Right shall
terminate on the date on which the holders of record of Class A Common Shares shall be entitled to exchange their Class A
Common Shares for securities or assets deliverable upon such dissolution, liquidation or winding up.


 






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Section
4.03       Fundamental Transactions. If the
Corporation, at any time after the Issue Date but prior to the Expiration Time (or, if earlier, the exercise in full of this Purchase
Right), effects any Fundamental Transaction, then upon consummation of such Fundamental Transaction, this Purchase Right shall
automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of this Purchase
Right would have owned immediately after such Fundamental Transaction if the Holder had exercised in full this Purchase Right immediately
before the effective date of such Fundamental Transaction, assuming that the Holder failed to exercise its rights of election,
if any, as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Fundamental Transaction.
With respect to any Fundamental Transaction that the Corporation has not publicly announced at least 15 days prior to the consummation
of such Fundamental Transaction, (a) the Corporation will deliver to the Holder written notice of such Fundamental Transaction
at least 15 days prior to the consummation of such Fundamental Transaction (which written notice will be treated as confidential
by the Holder), and (b) the Holder agrees not to exercise this Purchase Right (or any portion thereof) during the two Business
Days immediately preceding the consummation of such Fundamental Transaction. Concurrently with the consummation of any Fundamental
Transaction, the Person formed by or surviving the Fundamental Transaction (if other than the Corporation), or if such Fundamental
Transaction is a transfer of lease, the Person to which such transfer or lease shall have been made, shall, and the Corporation
shall direct such Person to, enter into a supplemental agreement so providing and further providing for adjustments that shall
be as nearly equivalent as may be practical to the adjustments provided for in this Article 4. If this ‎Section 4.03 applies
to a transaction, Section 4.01 shall not apply.


 


Section
4.04       Exercise Price in the Event of an Adjustment
in Number of Purchase Right Shares. Upon any adjustment of the number of Purchase Right Shares subject to this Purchase Right
pursuant to this Article 4, the Exercise Price per Purchase Right Share subject to issuance upon exercise of this Purchase Right
shall be adjusted concurrently thereto to equal the product of (a) $8.00 (or if the Exercise Price has been previously adjusted,
then as such adjusted Exercise Price) times (b) a fraction, of which the numerator is the total number of Purchase Right Shares
subject to issuance upon the exercise of this Purchase Right before giving effect to the adjustment, and the denominator is the
total number of Purchase Right Shares subject to issuance upon the exercise of this Purchase Rights as so adjusted.


 


Article
5

Representations of Holder


 


Section
5.01       Investment Intent. The Holder is
acquiring this Purchase Right and the Class A Common Shares underlying this Purchase Right (collectively, the “Securities”),
solely for its beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution
of the Securities in violation of applicable securities laws.


 


Section
5.02       Unregistered Securities. The
Holder understands that the Securities have not been registered under the Securities Act or any state securities laws by
reason of specific exemptions under the provisions thereof, the availability of which depend in part upon the bona fide
nature of its investment intent and upon the accuracy of its representations made herein.


 






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Section
5.03       Reliance. The Holder understands
that the Corporation is relying in part upon the representations and agreements of the Holder contained herein for the purpose
of determining whether the offer, sale and issuance of the Securities meet the requirements for such exemptions described in Section
5.02.


 


Section
5.04       Accredited Investor. The Holder
is an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 


Section
5.05       Sophisticated Investor. The Holder
has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits
and risks of an investment in the Securities, including experience in and knowledge of the industry in which the Corporation operates.


 


Section
5.06       Restricted Securities. The Holder
understands that the Securities will be “restricted securities” under applicable federal securities laws and that the
Securities Act and the rules of the U.S. Securities and Exchange Commission provide in substance that it may dispose of the Securities
only pursuant to an effective registration statement under the Securities Act or an exemption therefrom.


 


Section
5.07       Information. The Holder has been
furnished by the Corporation all information (or provided access to all information) regarding the business and financial condition
of the Corporation, its expected plans for future business activities, the attributes of the Securities, and the merits and risks
of an investment in such Securities which it has requested or otherwise needs to evaluate the investment in such Securities; that
in making the proposed investment decision, the Holder is relying solely on such information, the representations, warranties and
agreements of the Corporation contained herein and on investigations made by it and its representatives; that the offer to sell
the Securities hereunder was communicated to the Holder in such a manner that it was able to ask questions of and receive answers
from the management of the Corporation concerning the terms and conditions of the proposed transaction and that at no time was
it presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form
of general or public advertising or solicitation; and the Holder recognizes that an investment in the Securities involves risks
and can result in a total loss of all funds invested.


 


Section
5.08       Non-Reliance. Notwithstanding
anything in this Purchase Right to the contrary, the Holder hereby acknowledges that the Corporation may possess material non-public
information with respect to the Corporation and/or its securities not known to the Holder as of the date hereof or at a time when
the Holder exercises its right to purchase Purchase Right Shares pursuant to this Purchase Right and that any such information
may impact the value of the Purchase Right and the Purchase Right Shares. The Holder irrevocably waives any claim, or potential
claim, that it may have based on the failure of the Corporation or its Affiliates, officers, directors, employees, agents or other
representatives to disclose such information in connection with the execution and delivery of this Purchase Right or the purchase
of Purchase Right Shares hereunder; provided, however, notwithstanding anything in this Section 5.08 or otherwise
to the contrary, the Holder does not and shall not be deemed to have waived or otherwise compromised any rights or claims
based upon or arising out of (i) the Corporation’s disclosure obligations under the federal securities laws with respect
to any untrue statement of a material fact or omission to state a material fact necessary in order to make the statements made,
in the light of the circumstances under which they were made, not misleading in any public statement or filing made by the Corporation
pursuant to the Securities Exchange Act of 1934, as amended, or (ii) any breach or inaccuracy of any representation or warranty
of the Corporation in this Purchase Right or the Loan Agreement. The Holder acknowledges that the Corporation would not enter
into this Purchase Right in the absence of the agreements set forth in this Section 5.08.


 






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Article
6

OTHER AGREEMENTS


 


Section
6.01       Notice of Adjustment. Upon any
adjustment of the number of Purchase Right Shares subject to a Purchase Right and the Exercise Price pursuant to Article 4 hereof,
the Corporation shall promptly thereafter cause to be given to the Holder written notice of such adjustments. Where appropriate,
such notice may be given in advance. Such notice shall be delivered in accordance with Section 6.08 and shall state (a) the event
giving rise to the adjustment, (b) the effective date of the adjustment and (c) the adjustment to the number of Purchase Right
Shares subject to this Purchase Right and the adjusted Exercise Price pursuant to Article 4 hereof.


 


Section
6.02       Transfer of Purchase Right and Purchase
Right Shares.


 


(a)              
The Holder may not sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber (“Transfer”)
this Purchase Right (or any portion thereof) to another Person; provided that, the Holder may Transfer this Purchase Right
(in whole but not in part) to any of the Holder’s Affiliates (the “Successor Affiliate”) if such
Successor Affiliate expressly assumes and agrees to succeed to, in writing reasonably satisfactory to the Corporation, all the
rights and obligations of the Holder, including the restrictions in this clause (a), under this Purchase Right. Except as permitted
pursuant to the immediately foregoing sentence, any Transfer of this Purchase Right shall be void ab initio.


 


(b)              
The Holder will not, and will not permit its Affiliates to, Transfer, directly or indirectly, any Purchase Right
Shares for a period of three (3) years from the time the Holder acquires such Purchase Right Shares by exercising this Purchase
Right (the “Lock-Up Period”); provided that, the Holder may Transfer any Purchase Right Shares
to any of the Holder’s Affiliates if such Affiliate agrees in writing reasonably satisfactory to the Corporation to be bound
by transfer restrictions in this clause ‎(b) for the duration of the Lock-Up Period. The foregoing restriction is
expressly agreed to preclude the Holder and its Affiliates from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or disposition of Purchase Right Shares.


 






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Section
6.03       Standstill.


 


(a)              
The Holder agrees that until the earlier of (i) the date on which the Holder purchases all of the Purchase Right
Shares or (ii) the Expiration Time (the “Standstill Period”), the Holder will not, and will not direct
its Affiliates to:


 





(i)                
acquire, or offer, propose or agree to acquire, (A) any voting securities issued by the Corporation, (B) any rights
or options to acquire, or securities convertible into or exchangeable or exercisable for, any such securities or (C) any contracts
or instruments in any way related to the acquisition, or price, of any such securities (whether beneficially, constructively or
synthetically through any derivative or trading position or otherwise);


 


(ii)             
participate in any solicitation of proxies, or seek to advise or influence the vote of any person, regarding any
voting securities of the Corporation, or call or seek to call a meeting of the Corporation’s stockholders or of any unitholders
of the Corporation or its subsidiaries, or initiate any proposal for action by the Corporation’s stockholders or by unitholders
of the Corporation, or seek election to or to place a representative on the Corporation’s Board or seek the removal of any
of the directors on the Corporation’s Board;


 


(iii)           
make any public announcement of, or engage, or offer, propose or agree to engage, in any extraordinary transaction
involving the Corporation or its voting securities;


 


(iv)            
form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) with unaffiliated persons with respect to any voting securities of the Corporation or otherwise in connection
with any of the actions prohibited by this ‎Section 6.03(a);


 


(v)              
advise, assist, encourage, finance or invest in, or (except to the extent solely among the Corporation and its Affiliates)
enter into any discussions, negotiations, or understandings with, any person in connection with any of the matters described in
this ‎Section 6.03(a);


 


(vi)            
disclose any plan, intention or proposal to do any of the matters described in this ‎Section
6.03(a);


 


(vii)         
seek or propose to control or influence the Corporation’s management, Board or policies;


 


(viii)       
make any communications with the Corporation that reasonably could be expected to require the Corporation to make
any public announcement regarding the possibility of any of the matters described in this ‎Section 6.03(a);
or


 


(ix)            
contest the validity or enforceability of this ‎Section 6.03(a).


 


(b)              
Nothing in ‎Section 6.03(a) shall be deemed to prevent or restrict:


 


(i)                
the Holder from exercising this Purchase Right to acquire Purchase Right Shares;


 


(ii)             
the Holder (or its Affiliates) from exercising any of its rights under the Loan Agreement;


 








     12


     


    

 





(iii)           
the Holder or its Affiliates from acquiring any securities of the Corporation due to any stock combination, stock
dividend or other similar recapitalization of the Corporation;


 


(iv)            
the Holder or any of its Affiliates from purchasing up to 5% of any non-voting securities, bank debt or loans issued
by the Corporation or any of its Affiliates;


 


(v)              
the Holder’s Affiliates that operate businesses within the financial services industry from engaging, in the
ordinary course of business, in brokerage, asset management, trust, underwriting, market making and other similar ordinary course
financial services business activities involving securities of the Corporation, so long as those Affiliates comply with the other
provisions of this Section 6.03;


 


(vi)            
any actions of any Holder Party; provided that such Holder Party is not acting on the Holder’s behalf
or instruction or encouragement in contravention of any term of this Section 6.03; or


 


(vii)         
the Holder or any of its Affiliates from, at the invitation of the Corporation, making any proposals to the Corporation’s
Board or disclosing the terms of such permitted proposals as required by law.


 


Section
6.04       Holder Not Deemed a Stockholder; Limitations
on Liability. This Purchase Right does not confer upon the Holder any right to vote or receive dividends or confer upon the
Holder any of the rights of stockholders of the Corporation. The Holder acknowledges that the Corporation’s certificate of
incorporation stipulates that, subject to the exceptions and the constructive ownership rules described therein, no person may
own, or be deemed to own, in excess of (i) 9.8% in value of the outstanding shares of all classes or series of the Corporation’s
capital stock or (ii) 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class of the Corporation’s
common stock, or such other percentage determined by the Corporation’s Board in accordance with the Corporation’s certificate
of incorporation.


 


Section
6.05       Agreement to Comply with the Securities
Act; Legend. The Holder, by acceptance of this Purchase Right, agrees to comply in all respects with the provisions of this
Section 6.05 and the restrictive legend requirements set forth on the face of this Purchase Right and further agrees that the Holder
shall not offer, sell, assign, transfer, pledge or otherwise dispose of this Purchase Right or any Purchase Right Shares to be
issued upon exercise hereof except, in the case of any Purchase Right Shares, as permitted by ‎Section 6.02 and under circumstances
that will not result in a violation of the Securities Act. All Purchase Right Shares issued upon exercise of this Purchase Right
(unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:


 






     13


     


    

 


“THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE
CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE TRANSFER AGENT FOR SUCH
SECURITIES HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT.”


 


Section
6.06       Purchase Right Register. The Corporation
shall keep and properly maintain at its principal executive offices books for the registration of this Purchase Right and any exercises
thereof (the “Purchase Right Register”).


 


Section
6.07       Other Cooperation. If required,
the Company will, in consultation and cooperation with the Holder, file or submit, and assist the Holder with any filing, submission
or notification it makes, in connection with the exercise of this Purchase Right with or to any governmental entity any filing,
report or notification necessary or advisable in connection with any antitrust, competition or merger control law applicable to
such exercise and cooperate with the Holder, to obtain as promptly as practicable all approvals, authorizations, terminations or
expiration of applicable periods and clearances in connection therewith. If any such approval, authorization, termination or clearance
is required to permit the Holder to purchase any Purchase Right Shares for which an Exercise Certificate has been delivered to
the Corporation but has not been obtained by the Expiration Time, the “Expiration Time” shall be deemed
to be extended until such approval, authorization or clearance has been obtained, or termination or expiration of any applicable
waiting period has occurred.


 


Section
6.08       Notices. Any
notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered if in
writing by such Party or its legal representative and delivered personally or sent by email or nationally recognized overnight
courier service guaranteeing overnight delivery, addressed as follows:


 


If to the Corporation:                                      Ladder Capital
Corp


345 Park Avenue, 8th Floor


New York, NY 10154


Attention: Chief Administrative Officer & General
Counsel

Email: kelly.porcella@laddercapital.com


 


with a copy to (which shall not constitute
notice):


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY 10022


Attention: Joshua N. Korff,
P.C.


Email: joshua.korff@kirkland.com


 






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If to the Holder:                                              Beaverhead Capital,
LLC


c/o Koch Real Estate Investments, LLC


2300 N. Field Street, Suite 1675


Dallas, TX 75201


Attention: Jake Francis


Email: jake.francis@kochind.com


 


with a copy to (which shall not constitute
notice):


 


Koch Companies Public Sector, LLC

4111 East 37th Street North

Wichita, KS 67220

Attention: Jennifer Curfman

Email: jennifer.curfman@kochps.com


 


and


 


Jones Day

77 West Wacker, Suite 3500

Chicago, Illinois 60601-1692

Attention: John M. Rafkin

Email: jrafkin@jonesday.com


 


Unless otherwise specified
herein, such notices or other communications will be deemed given: (a) on the date delivered, if delivered personally; (b) one
Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; and (c) on the date
delivered, if delivered by email during business hours (or one Business Day after the date of delivery if delivered after 5:00
p.m. in the place of receipt). Each of the Parties will be entitled to specify a different address by delivering notice as aforesaid
to the other Party hereto.


 


Section
6.09       Entire Agreement. This Purchase
Right is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement
of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Purchase Right
supersedes all prior agreements and understandings between the Parties with respect to such subject matter hereof.


 


Section
6.10       Assignment by the Corporation.
The Corporation may not, without the prior written consent of the Holder, sell, transfer (by operation of law or otherwise, except
in connection with a Fundamental Transaction in compliance herewith) or assign this Purchase Right or any of its rights or obligations
hereunder.


 


Section
6.11       No Third-Party Beneficiaries. This
Purchase Right is for the sole benefit of the Corporation and the Holder and nothing herein, express or implied, is intended to
or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason
of this Purchase Right.


 


Section
6.12        Headings. The headings in this
Purchase Right are for reference only and shall not affect the interpretation of this Purchase Right.


 






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Section 6.13        Amendment
and Modification; Waiver. Except as otherwise provided herein, this Purchase Right may only be amended, modified or supplemented
by an agreement in writing signed by each Party hereto. No waiver by the Corporation or the Holder of any of the provisions hereof
shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate
or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether
of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Purchase Right shall operate or be construed as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.


 


Section
6.14       Severability. If any term or provision
of this Purchase Right is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Purchase Right or invalidate or render unenforceable such term or provision
in any other jurisdiction.


 


Section
6.15       Governing Law. This Purchase Right
shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice
or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application
of laws of any jurisdiction other than those of the State of Delaware.


 


Section
6.16       Submission to Jurisdiction. To
the fullest extent permitted by law, each Party hereby consents irrevocably to personal jurisdiction, service and venue in connection
with any claim arising out of this Purchase Right or the transactions contemplated hereby, in the courts of the State of New York
located in New York County, New York and in the federal courts in the Southern District of New York. Service of process, summons,
notice or other document by certified or registered mail to such Party’s address for receipt of notices pursuant to Section
6.08 shall be effective service of process for any suit, action or other proceeding brought in any such court. To the fullest extent
permitted by law, each Party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of
venue or any such suit, legal action or proceeding in such courts and hereby further waives any claim that any suit, legal action
or proceeding brought in such courts has been brought in an inconvenient forum.


 


Section
6.17       Waiver
of Jury Trial. Each Party acknowledges and agrees that any controversy which
may arise under this Purchase Right is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably
and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to
this Purchase Right or the transactions contemplated hereby.


 


Section
6.18       Remedies. The Parties agree and
acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Purchase Right and that each
Party, in its sole discretion, may apply to any court of law or equity of competent jurisdiction for specific performance and for
other injunctive relief in order to enforce or prevent violation of the provisions of this Purchase Right.


 






     16


     


    

 





Section 6.19      
Counterparts. This Purchase Right may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed copy of this Purchase Right delivered by facsimile,
email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed
copy of this Purchase Right.


 


Section
6.20       No Strict Construction. This Purchase
Right shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting
an instrument or causing any instrument to be drafted.


 


[Signature pages follow]


 






     17


     


    

 





IN WITNESS WHEREOF,
the Corporation has duly executed this Purchase Right as of the date first set forth above.


 


	 	LADDER CAPITAL CORP
	 	 
	 	By: 	s/ Kelly Porcella
	 	Name: 	Kelly Porcella
	 	Title: 	Chief Administrative Officer &
 General Counsel






 


SIGNATURE PAGE TO PURCHASE RIGHT


 






     


     


    

 





Accepted and agreed by:


 


	BEAVERHEAD CAPITAL, LLC
	 
	By:	/s/ Jake Francis	 
	Name:	Jake Francis
	Title:	 Vice President




 


SIGNATURE PAGE TO PURCHASE RIGHT


 






     


     


    

 





EXHIBIT A




LADDER CAPITAL CORP

PURCHASE RIGHT EXERCISE CERTIFICATE


 




TO LADDER CAPITAL CORP:


 


As of the date hereof,
the undersigned Holder has the right under the Purchase Right Agreement, dated as of April 30, 2020, by Ladder Capital Corp, a
Delaware corporation, and Beaverhead Capital, LLC (the “Purchase Right”) to purchase up to ______________________
Purchase Right Shares.


 


Upon payment of the
applicable Aggregate Exercise Price and any applicable withholding tax, the undersigned Holder hereby irrevocably elects to exercise
its right represented by the Purchase Right to purchase _____________________________Purchase Right Shares, and requests that the Purchase Right Shares be
issued in the following name:


 


	Name
	 
	 
	 
	Address
	 
	 
	 
	 
	Federal Tax Identification or Social Security No.
	 
	 




 


and, if the number of Purchase Right Shares
shall not be all the Purchase Right Shares purchasable by the undersigned Holder upon exercise of the Purchase Right, that the
Corporation make appropriate notation in the Purchase Right Register to reflect the Purchase Right Shares that remain subject to
purchase upon exercise of the Purchase Right after giving effect to this Purchase Right Exercise Certificate.


 


Capitalized terms used herein and not otherwise
defined herein have the meaning given to such terms in the Purchase Right.


 


* * * * * * *


 






     


     


    

  


	 	Sincerely,
	 	 
	 	BEAVERHEAD
    CAPITAL, LLC
	 	 
	 	By:	                 
	 	Name:
	 	Title: