Blackstone Mortgage Trust, Inc. Underwriting AgreementUnderwriting Agreement • March 27th, 2018 • 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 “Representative”) are acting as representative, $220,000,000 principal amount of its 4.75% Convertible Senior Notes due 2023 (the “Underwritten Securities”), convertible into cash, shares of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock at the Company’s election (any such shares issuable upon conversion, including the maximum number of shares that may be added to the conversion rate in connection with a make-whole fundamental change, the “Underlying Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional $33,000,000 aggregate principal amount of its 4.75% Convertible Senior Notes due 2023 (the “Option Securities” and, togeth
