Blackstone Mortgage Trust, Inc. Sample Contracts

CAPITAL TRUST, INC., Issuer AND Trustee INDENTURE
Capital Trust Inc • December 17th, 2003 • Real estate investment trusts • New York
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Issuer AND Trustee INDENTURE
Capital Trust Inc • December 17th, 2003 • Real estate investment trusts • New York
CAPITAL TRUST, INC. AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
Capital Trust Inc • March 10th, 2005 • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 29th, 1999 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
ARTICLE I THE MERGERS; CLOSING; EFFECTIVE TIME
Agreement and Plan of Merger • January 29th, 1999 • Capital Trust Inc • Mortgage bankers & loan correspondents • Maryland
OF
Limited Liability Company Agreement • March 23rd, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.9 FUND II INVESTMENT MANAGEMENT AGREEMENT Dated as of March 8, 2000 TABLE OF CONTENTS
Investment Management Agreement • March 23rd, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
TERMINATION AGREEMENT
Termination Agreement • May 18th, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
Exhibit 1.1 3,500,000 Shares CAPITAL TRUST, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July 22, 2004
Underwriting Agreement • July 23rd, 2004 • Capital Trust Inc • Real estate investment trusts • New York
BLACKSTONE MORTGAGE TRUST, INC., Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of [ ] , 20__ Subordinated Debt Securities
Indenture • July 29th, 2022 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

INDENTURE, dated as of [ ], 20__, among Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”):

ARTICLE I SERVICES TO BE PROVIDED
Consulting Services Agreement • November 6th, 2003 • Capital Trust Inc • Real estate investment trusts
CMBS LOAN AGREEMENT FOR A CREDIT FACILITY IN AN AMOUNT UP TO $225,000,000 Dated as of July 16, 2001 CTMP II FUNDING CORP. (MS) as Borrower
Loan Agreement • August 14th, 2001 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of December, 2012, by and between Capital Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

AMENDED AND RESTATED PREFERRED SECURITIES GUARANTEE AGREEMENT CT CONVERTIBLE TRUST I Dated as of May 10, 2000 TABLE OF CONTENTS
Preferred Securities Guarantee Agreement • May 18th, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
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JOINT FILING AGREEMENT ----------------------
Joint Filing Agreement • November 17th, 2004 • Capital Trust Inc • Real estate investment trusts

This will confirm the agreement by and among the undersigned that the Amendment No. 3 to Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of Class A Common Stock of Capital Trust, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit 10.3 MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 1st, 2005 • Capital Trust Inc • Real estate investment trusts • New York
CAPITAL TRUST, INC. AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
Award Agreement • March 10th, 2005 • Capital Trust Inc • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENT among CAPITAL TRUST, INC., AS DEPOSITOR THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION AS PROPERTY TRUSTEE THE BANK OF NEW YORK (DELAWARE) AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • May 1st, 2007 • Capital Trust Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 29, 2007, among (i) Capital Trust, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) John R. Klopp, an individual, Stephen D. Plavin, an individual and Geoffrey G. Jervis, an individual, each of whose address is c/o Capital Trust, Inc., 410 Park Avenue, 14th Floor, New York, New York 10022, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

AMENDED AND RESTATED COMMON SECURITIES GUARANTEE AGREEMENT CT CONVERTIBLE TRUST I Dated as of May 10, 2000 TABLE OF CONTENTS
Common Securities Guarantee Agreement • May 18th, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.10 CAPITAL TRUST, INC. AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN Stock Option Award Agreement
Stock Option Award Agreement • March 10th, 2005 • Capital Trust Inc • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE between CAPITAL TRUST, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of March 16, 2009
Junior Subordinated Indenture • October 26th, 2010 • Capital Trust Inc • Real estate investment trusts • New York

Junior Subordinated Indenture, dated as of March 16, 2009, between Capital Trust, Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).

Blackstone Mortgage Trust, Inc. 10,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • November 23rd, 2021 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

AND
Venture Agreement • March 23rd, 2000 • Capital Trust Inc • Mortgage bankers & loan correspondents • New York
Blackstone Mortgage Trust, Inc. [ ] Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • July 29th, 2022 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

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