0001193125-14-385002 Sample Contracts

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between Blackstone Mortgage Trust, Inc. and BXMT Advisors L.L.C.
Management Agreement • October 28th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of October 23, 2014, by and between Blackstone Mortgage Trust, Inc., a Maryland corporation, and BXMT Advisors L.L.C., a Delaware limited liability company (the “Manager”).

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RESTRICTED STOCK AWARD AGREEMENT (2013 Manager Incentive Plan)
Restricted Stock Award Agreement • October 28th, 2014 • 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”).

GUARANTY
Guaranty • October 28th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Pursuant to that certain Master Repurchase Agreement, dated as of June 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among Buyer and Parlex 7 Finco, LLC, a Delaware limited liability company (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets, as defined in the Repurchase Agreement (collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein and the other Transaction Documents.

RESTRICTED STOCK AWARD AGREEMENT (2013 Stock Incentive Plan)
Restricted Stock Award Agreement • October 28th, 2014 • 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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