0001193125-13-415926 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT (2013 Stock Incentive Plan)
Restricted Stock Award Agreement • October 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

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RESTRICTED STOCK AWARD AGREEMENT (2013 Manager Incentive Plan)
Restricted Stock Award Agreement • October 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

JOINDER AGREEMENT
Joinder Agreement • October 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of September 23, 2013, by Parlex 1 Finance, LLC, a Delaware limited liability company (the “Existing Seller”), Parlex 3 Finance, LLC, a Delaware limited liability company (the “Joining Seller”) and Bank of America, N.A. (“Buyer”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Joinder Agreement • October 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of September 23, 2013 (this “Amendment”), between PARLEX 1 FINANCE, LLC (“Seller”), and BANK OF AMERICA, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • October 29th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of September 23, 2013 (this “Amendment”), made by BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement (as defined below).

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