40.3.23: Placement Agent Agreement Form

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Abstract

[Ready Capital & Co. Inc.] [ADDRESS] [EMAIL] [PHONE] [DATE] XYZ Holdings LLC [ADDRESS] Attention: [NAME] Chief Executive Officer Ladies and Gentlemen: We are pleased to set forth the terms of the retention of Ready Capital & Co. Inc. ("Ready Capital") by XYZ Holdings LLC (collectively with its affiliates, the "Company"). 1. We have been advised by the Company that it expects that it will require an aggregate of approximately $30 million to expand its operations and for general corporate purposes (the "Use of Proceeds"). We are further advised that such amount is expected to be obtained from the proceeds of privately placed equity and/or equity-linked securities of the Company (the "Financing"). Ready Capital will assist the Company as its