SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York
This Second Amendment to Rights Agreement, dated as of May 28, 2013 (this “Amendment”), is entered into by and between Blackstone Mortgage Trust, Inc. (formerly known as Capital Trust, Inc.), a Maryland corporation (the “Company”) and American Stock Transfer and Trust Company, LLC, a New York limited liability company, as rights agent (the “Rights Agent”). This Amendment is an amendment to the Tax Preservation Rights Agreement, dated as of March 3, 2011 (as amended by the First Amendment to Rights Agreement, the “Rights Agreement”) by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
