BLACKROCK, INC. 51,075,758 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2010 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York
BlackRock, Inc., a corporation organized under the laws of Delaware (the “Company”), and the persons listed in Schedule B hereto (each, a “Selling Shareholder”) confirm their respective agreements with the several underwriters named in Schedule A hereto, acting severally and not jointly (the “Underwriters”), for whom you (in such capacity, the “Representatives”) are acting as representatives, with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) set forth on Schedules A and B hereto, respectively, and (ii) the grant by Merrill Lynch Group, Inc., a Selling Shareholder (“MLG”), to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 5,207,376 additional shares of Common Stock to cover overal
EXCHANGE AGREEMENT BY AND BETWEEN PNC BANCORP, INC. THE PNC FINANCIAL SERVICES GROUP, INC. AND BLACKROCK, INC. Dated as of November 8, 2010Exchange Agreement • November 12th, 2010 • BlackRock Inc. • Security brokers, dealers & flotation companies • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2010 by and among PNC Bancorp, Inc., a Delaware corporation (“PNC”) and the PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC Parent”), and BlackRock, Inc., a Delaware corporation (“BlackRock”).
BLACKROCK, INC. Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 12th, 2010 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York
In consideration of the underwriting discount and commission to be received by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (together, the “Placement Agents”) under the Underwriting Agreement (as defined below), you are hereby engaged by Merrill Lynch Group, Inc. (the “Selling Shareholder”) as placement agents in connection with a direct placement to an institutional investor (the “Purchaser”) of 2,453,988 shares of common stock, par value $.01 (the “Securities”), of BlackRock, Inc., a corporation organized under the laws of State of Delaware (the “Company”), for a purchase price equal to $163.00 per share. The Securities are issuable upon the automatic conversion, as a result of the purchase and sale of the Securities to the Purchaser, of an equal number of shares of the Company’s Series B Convertible Participating Preferred Stock owned by the Selling Shareholder.
