EX-4.1


 Exhibit 4.1 

DESCRIPTION OF CAPITAL STOCK 
 General

 The following description summarizes important terms of our capital stock. This summary does not purport to be complete and is qualified in its
entirety by the provisions of our amended and restated certificate of incorporation (our “certificate of incorporation”) and our amended and restated bylaws (our “bylaws”), copies of which have been filed by us with the
Securities and Exchange Commission. For a complete description of our capital stock, you should refer to our certificate of incorporation, our bylaws and applicable provisions of Delaware law. As used in this section, “we,” “us,”
“our,” and “Blackstone” mean Blackstone Inc., a Delaware corporation, and its successors, but not any of its subsidiaries. 
 Our
authorized capital stock consists of 100,000,000,000 shares, all with a par value of $0.00001 per share, of which: 
  

	 	•	 	 90,000,000,000 are designated as common stock; and 



 

	 	•	 	 10,000,000,000 are designated as preferred stock, of which (x) 999,999,000 are designated as Series I preferred
stock, (y) 1,000 are designated as Series II preferred stock and (z) the remaining 9,000,000,000 may be designated from time to time in accordance with our certificate of incorporation. 



Capital Stock 
 Our capital stock consists of common
stock, Series I preferred stock and Series II preferred stock. 
 Economic Rights 

Dividends. Subject to preferences that apply to any shares of additional series of preferred stock outstanding at the time, the holders of our common
stock are entitled to receive dividends out of funds legally available therefor if our board of directors, in its discretion, determines to declare and pay dividends and then only at the times and in the amounts that our board of directors may
determine. Our certificate of incorporation provides that dividends shall not be declared or paid on our Series I preferred stock or our Series II preferred stock. 

Liquidation. If we become subject to an event giving rise to our dissolution, liquidation or winding up, the assets legally available for distribution
to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time ranking on a parity with our common stock with respect to such distribution, subject to prior
satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of additional series of preferred stock. Our certificate of incorporation provides that
upon our dissolution, liquidation or winding up, the holders of our Series I preferred stock and our Series II preferred stock are each entitled to receive, out of our assets available for distribution, distributions equal to $0.0001 per share of
Series I preferred stock and Series II preferred stock, respectively. 
 Voting Rights 

Pursuant to Delaware law, holders of our common stock are entitled to vote with respect to: 

 

	 	•	 	 A conversion of the legal entity form of Blackstone; 



 

	 	•	 	 A transfer, domestication or continuance of Blackstone to a foreign jurisdiction; 



 

	 	•	 	 Any amendment of our certificate of incorporation to change the par value of our common stock or the powers,
preferences or special rights of our common stock in a way that would affect our common stock adversely; 


  

	 	•	 	 Any amendment of our certificate of incorporation that requires for action the vote of a greater number or
portion of the holders of common stock than is required by any section of Delaware law; and 


  

	 	•	 	 Any amendment of our certificate of incorporation to elect to become a close corporation under Delaware law.









 In addition, our certificate of incorporation provides that holders of our common stock and our Series I
preferred stock, voting together as a single class, have the right to vote on the following matters: 
  

	 	•	 	 A sale, exchange or other disposition of all or substantially all of our and our subsidiaries’ assets, taken
as a whole, in a single transaction or series of related transactions (except (i) for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our
stockholders with substantially the same rights and obligations and (ii) mortgages, pledges, hypothecations or grants of a security interest by us in all or substantially all of our assets (including for the benefit of affiliates of the holder
of the Series II preferred stock (the “Series II Preferred Stockholder”)) and any forced sale of any or all of our or our subsidiaries’ assets pursuant to the foreclosure of, or other realization upon, any such encumbrance);



  

	 	•	 	 A merger, consolidation or other combination (except for the sole purpose of changing our legal form into another
limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations); 


  

	 	•	 	 The removal of the Series II Preferred Stockholder and forced transfer by the Series II Preferred Stockholder of
its shares of Series II preferred stock and the designation of a successor Series II Preferred Stockholder. See “—Removal of Series II Preferred Stockholder” below; and 



 

	 	•	 	 Any amendment of our certificate of incorporation or bylaws enlarging the obligations of the common stockholders;



  

	 	•	 	 Any amendment of our certificate of incorporation requiring the vote of the holders of a percentage of the voting
power of the outstanding common stock and Series I preferred stock, voting together as a single class, to take any action in a manner that would have the effect of reducing such voting percentage; and 



 

	 	•	 	 Any amendments of our certificate of incorporation that are not included in the specified set of amendments that
the Series II Preferred Stockholder has the sole right to vote on. 


 In addition, our certificate of incorporation provides that holders
of our Series I preferred stock will be entitled to vote separately as a class on certain matters, including any amendment to our certificate of incorporation that changes certain terms of the Series I preferred stock or is inconsistent with such
terms. Delaware law would also permit the holders of our Series I preferred stock to vote separately as a class on any amendment to our certificate of incorporation that changes the par value of the shares of Series I preferred stock or alters or
changes the powers, preferences or special rights of the Series I preferred stock in a way that would affect them adversely. 
 Our certificate of
incorporation provides that the number of authorized shares of any class of stock, including our common stock, may be increased or decreased (but not below the number of shares of such class then outstanding) solely with the approval of the Series
II Preferred Stockholder. As a result, the Series II Preferred Stockholder can approve an increase or decrease in the number of authorized shares of any class of our stock without a separate vote of the holders of such class of stock. This could
allow us to increase and issue additional shares of any class of our stock beyond what is currently authorized in our certificate of incorporation without the consent of such holders of stock. Blackstone Group Management L.L.C., an entity owned by
senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the initial holder of the Series II preferred stock. 
 Except as
described below under “Anti-Takeover Provisions—Loss of voting rights,” each record holder of common stock will be entitled to a number of votes equal to the number of shares of common stock held with respect to any matter on which
the holders of common stock are entitled to vote. 
 In addition, holders of our Series I preferred stock, as such, will collectively be entitled to a
number of votes equal to the aggregate number of Blackstone Holdings Partnership Units (as defined below) held by the limited partners of the Blackstone Holdings Partnerships (as defined below) on the relevant record date and will vote together with
holders of our common stock as a single class. Blackstone Partners L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the initial holder of the Series I preferred stock. If Blackstone
Partners L.L.C. directs us to do so, we will issue one share of Series I preferred stock to each of the limited partners of the Blackstone Holdings Partnerships, whereupon each holder of Series I preferred stock will be entitled to a number of votes
that is equal to the number of Blackstone Holdings Partnership Units held by such 






 
holder of Series I preferred stock on the relevant record date. If the holders of common stock become entitled to a number of votes other than one vote per share or the ratio at which Blackstone
Holdings Partnership Units are exchangeable for our common stock changes from a one-for-one basis, the number of votes to which the holders of the Series I preferred
stock are entitled will be adjusted accordingly. 
 No Preemptive or Similar Rights 

The holders of our common stock, Series I preferred stock and Series II preferred stock are not entitled to preemptive rights, and, except in the case of
impermissible transfers of Series II preferred stock, which would result in the cancellation of such Series II preferred stock, are not subject to conversion, redemption or sinking fund provisions. 

Transferability 
 Without the approval of any other
stockholder, the Series II Preferred Stockholder may transfer all or any part of the Series II preferred stock held by it with the prior written approval of our board of directors so long as the transferee agrees to assume the rights and duties of
the Series II Preferred Stockholder under our certificate of incorporation, agrees to be bound by the provisions of our certificate of incorporation and we receive an opinion of counsel regarding certain limited liability matters. The foregoing
limitations do not preclude the members or other interest holders of the Series II Preferred Stockholder from selling or transferring all or part of their outstanding equity or other interests in the Series II Preferred Stockholder at any time. 

Removal of Series II Preferred Stockholder 
 The
Series II Preferred Stockholder may, upon (i) the approval of the stockholders holding at least two-thirds of the voting power of our outstanding shares of common stock and Series I preferred stock,
voting together as a single class, and (ii) our receipt of an opinion of counsel regarding certain limited liability and tax matters, be required to transfer its shares of Series II preferred stock to a successor holder of Series II preferred
stock designated by the stockholders holding a majority of the voting power of such classes, voting together as a single class (such designated successor, a “Successor Series II Preferred Stockholder”) (the “Series II Preferred
Stockholder Removal”). 
 In the event of a Series II Preferred Stockholder Removal under circumstances where cause (as such term is defined in the
certificate of incorporation) exists, the Successor Series II Preferred Stockholder will have the option to purchase the Series II Preferred Stockholder’s shares of Series II preferred stock and the Series II Preferred Stockholder’s
general partner interest (or equivalent interest), if any, in our subsidiaries (collectively, the “Combined Interest”) for a cash payment equal to the fair market value of such Combined Interest. In the event of a Series II Preferred
Stockholder Removal under all other circumstances, the Series II Preferred Stockholder will have the option to require the Successor Series II Preferred Stockholder to purchase its Combined Interest for a cash payment equal to the fair market value
of such Combined Interest. In each case, this fair market value will be determined by agreement between the Series II Preferred Stockholder and the Successor Series II Preferred Stockholder. If no agreement is reached within 30 days after the Series
II Preferred Stockholder Removal, an independent investment banking firm or other independent expert selected by the Series II Preferred Stockholder and the Successor Series II Preferred Stockholder will determine the fair market value. If the
Series II Preferred Stockholder and the Successor Series II Preferred Stockholder cannot agree upon an expert within 45 days of the Series II Preferred Stockholder Removal, then an independent investment banking firm or other independent expert
mutually chosen by the investment banking firms or experts designated by each of them will determine the fair market value. 
 If the option described above
is not exercised by either the Series II Preferred Stockholder or the Successor Series II Preferred Stockholder, we will issue to the Series II Preferred Stockholder (or its transferee) shares of common stock having a value equal to the Combined
Interest determined pursuant to a valuation of such Combined Interest as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph, without reduction in such shares of Series II
preferred stock (but subject to proportionate dilution by reason of the Successor Series II Preferred Stockholder). 






 In addition, we are required to reimburse the Series II Preferred Stockholder for all amounts due to the Series
II Preferred Stockholder, including all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the Series II Preferred Stockholder or its affiliates for our benefit. 

Exchange 
 The limited partner interests (the
“Blackstone Holdings Partnership Units”) in Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., and Blackstone Holdings IV L.P. (collectively, the “Blackstone Holdings
Partnerships”) are exchangeable for our common stock on a one-for-one basis, subject to customary adjustments for splits, unit distributions and reclassifications
and compliance with applicable lock-up, vesting and transfer restrictions. When Blackstone Holdings Partnership Units are exchanged for shares of common stock, the number of votes to which the shares of our
Series I preferred stock are entitled shall automatically be reduced by the number of Blackstone Holdings Partnership Units so exchanged. 
 Limited
Call Right 
 If at any time less than 10% of the then issued and outstanding shares of any class (other than Series I preferred stock and Series II
preferred stock) is held by persons other than the Series II Preferred Stockholder and its affiliates, we will have the right, which we may assign in whole or in part to the Series II Preferred Stockholder or any of its affiliates, to acquire all,
but not less than all, of the remaining shares of the class held by unaffiliated persons as of a record date to be selected by us, on at least ten but not more than 60 days notice. The purchase price in the event of this purchase is the greater of:

  

	 	(1)	 the current market price as of the date three days before the date the notice is mailed, and



  

	 	(2)	 the highest cash price paid by us or any of our affiliates for any share of the class purchased within the 90
days preceding the date on which we first mail notice of our election to purchase those shares. 


 As a result of our right to purchase
outstanding shares of stock, including common stock, as described in the foregoing paragraph, a stockholder may have their shares purchased at an undesirable time or price. 

Additional Series of Preferred Stock 
 Our board of
directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers
(including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders (except as may be required by the terms of any
preferred stock then outstanding). Our board of directors can also increase (but not above the total number of shares of preferred stock then authorized and available for issuance and not committed for other issuance) or decrease (but not below the
number of shares of that series then outstanding) the number of shares of any series of preferred stock without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the proportion of voting power held by, or other relative rights of, the holders of our common stock. The issuance of additional series of preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of the common stock or the
proportion of voting power held by, or other relative rights of, the holders of the common stock. 
 Conflicts of Interest 

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or
its officers, directors or stockholders. Our certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in any business ventures of (a) the Series II
Preferred Stockholder, (b) our former general partner, (c) any person who is or was a controlling affiliate of the Series II Preferred Stockholder or our former general partner, (d) any person who is or was a director or officer of
Blackstone, the Series II Preferred Stockholder or our former general partner, (e) any person in clause (d) who is or was serving at the request of Blackstone, the Series II Preferred Stockholder or our former general partner as an
officer, director, employee, member, partner, 






 
agent, fiduciary or trustee of another person (subject to certain limitations) and (f) certain other persons designated by the Corporation (collectively, the “Indemnitees”), except
with respect to any corporate opportunity expressly offered to any Indemnitee solely through their service to us or our subsidiaries. Our certificate of incorporation provides that each Indemnitee has the right to engage in businesses of every type
and description, including business interests and activities in direct competition with our business and activities. Our certificate of incorporation also waives and renounces any interest or expectancy that we may have in, or right to be offered an
opportunity to participate in, business opportunities that are from time to time presented to the Indemnitees. Notwithstanding the foregoing, pursuant to our certificate of incorporation, the Series II Preferred Stockholder, for so long as it owns
Series II preferred stock, has agreed that its sole business will be to act as the Series II Preferred Stockholder and as a general partner or managing member of any partnership or limited liability company that we may hold an interest in and that
it will not engage in any business or activity or incur any debts or liabilities except (x) in connection therewith or incidental thereto or (y) in connection with or incidental to the acquisition, owning or disposing of debt or equity
securities of us or any of our subsidiaries. 
 Anti-Takeover Provisions 

Our certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions, which are summarized in the
following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and to discourage certain types of transactions that may involve an actual or threatened acquisition of our
company. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change in control or other unsolicited acquisition proposal, and enhance the ability of our board of directors to maximize stockholder
value in connection with any unsolicited offer to acquire us. However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover
attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders. 

Common stock. Our certificate of incorporation provides that generally, with respect to any matter on which the common stock is entitled to vote, such
vote shall require a majority in voting power or more of all the outstanding common stock and Series I preferred stock, voting together as a single class. With respect to any matter as to which common stock may be entitled to vote, depending on the
number of shares of outstanding shares of common stock and Series I preferred stock actually voted, our senior managing directors, as the owners of Blackstone Partners L.L.C., the initial holder of Series I preferred stock, and the persons to whom
the shares of Series I preferred stock will be issued at the direction of Blackstone Partners L.L.C., should generally have sufficient voting power to significantly influence matters subject to the vote. Given the nature of the voting rights of our
common stock, which is the class of our capital stock listed on the New York Stock Exchange (the “NYSE”), we believe based on discussions with the NYSE that the stockholder approval requirements of the NYSE do not apply. 

Election of directors. Subject to the rights granted to one or more additional series of preferred stock then outstanding, the Series II Preferred
Stockholder has the sole authority to elect directors. 
 Removal of directors. Subject to the rights granted to one or more additional series of
preferred stock then outstanding, the Series II Preferred Stockholder has the sole authority to remove and replace any director, with or without cause, at any time. 

Vacancies. In addition, our bylaws also provide that, subject to the rights granted to one or more additional series of preferred stock then
outstanding, any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancies on our board of directors will be filled only by the Series II Preferred Stockholder. 

Loss of voting rights. If at any time any person or group (other than the Series II Preferred Stockholder and its affiliates, a direct or indirect
transferee of the Series II Preferred Stockholder or its affiliates (provided that, with respect to any indirect transferee, our board of directors shall have provided such transferee with written notification that this limitation shall not apply)
or a person or group that has acquired such stock with the prior approval of our board of directors) acquires, in the aggregate, beneficial ownership of 20% or more of the common stock then 






 
outstanding, that person or group will lose voting rights on all of its shares of common stock and such shares of common stock may not be voted on any matter as to which the holders of such
shares of common stock may be entitled to vote and will not be considered to be outstanding when sending notices of a meeting of stockholders, calculating required votes, determining the presence of a quorum or for other similar purposes, in each
case, as applicable and to the extent the holders of such shares of common stock are entitled to any vote. 
 Requirements for advance notification of
stockholder proposals. Stockholders are only permitted to make stockholder proposals with respect to the limited matters on which they are entitled to vote. Further, our bylaws establish advance notice procedures with respect to stockholder
proposals relating to the limited matters on which the holders of our common stock may be entitled to vote. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days or more than
120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at
a meeting of the stockholders to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may deter,
delay or discourage a potential acquirer from attempting to influence or obtain control of our company. 
 Special stockholder meetings. Our
certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of our board of directors, the Series II Preferred Stockholder or, if at any time any stockholders other than the
Series II Preferred Stockholder are entitled under applicable law or our certificate of incorporation to vote on specific matters proposed to be brought before a special meeting, stockholders owning 50% or more of the voting power of the outstanding
stock of the class or classes of stock which are entitled to vote at such meeting. Common stock and Series I preferred stock are considered the same class for this purpose. 

Stockholder action by written consent. Pursuant to Section 228 of the DGCL, any action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise or it
conflicts with the rules of the NYSE. Our certificate of incorporation permits the Series II Preferred Stockholder to act by written consent. Under our certificate of incorporation, stockholders (other than the Series II Preferred Stockholder) may
only act by written consent if consented to by the Series II Preferred Stockholder. 
 Amendments to our certificate of incorporation requiring only
Series II Preferred Stockholder approval. Except as otherwise expressly provided by applicable law, only the vote of the Series II Preferred Stockholder, together with the approval of our board of directors, shall be required in order to amend
certain provisions of our certificate of incorporation and none of our other stockholders shall have the right to vote with respect to any such amendments, which include, without limitation: 

 

	 	(1)	 a change in our name, our registered agent or our registered office; 



 

	 	(2)	 an amendment that our board of directors has determined to be necessary or appropriate to address changes in
U.S. federal income tax regulations, legislation or interpretation; 


  

	 	(3)	 an amendment that is necessary, in the opinion of our counsel, to prevent us or our directors, officers,
trustees or agents from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations
adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor; 



 

	 	(4)	 an amendment that is a change in our fiscal year or taxable year or that our board of directors has determined
is necessary or appropriate as a result of such change; 


  

	 	(5)	 an amendment that our board of directors has determined to be necessary or appropriate for the creation,
authorization or issuance of any class or series of our capital stock or options, rights, warrants or appreciation rights relating to our capital stock; 









	 	(6)	 any amendment expressly permitted in our certificate of incorporation to be voted on solely by the Series II
Preferred Stockholder acting alone; 


  

	 	(7)	 an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business
combination agreement that has been approved under the terms of our certificate of incorporation; 


  

	 	(8)	 an amendment effected, necessitated or contemplated by an amendment to the partnership agreement of a
Blackstone Holdings Partnership that requires unitholders of the Blackstone Holdings Partnership to provide a statement, certification or other proof of evidence regarding whether such unitholder is subject to U.S. federal income taxation on the
income generated by the Blackstone Holdings Partnership; 


  

	 	(9)	 any amendment that our board of directors has determined is necessary or appropriate to reflect and account for
our formation of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct of the activities permitted by our certificate of incorporation; 



 

	 	(10)	 any amendment that reflects a merger into, or conveyance of all of our assets to, another limited liability
entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance consummated solely to effect a mere change in our legal form, the
governing instruments of which provide the stockholders with substantially the same rights and obligations as provided by our certificate of incorporation; or 



 

	 	(11)	 any other amendments substantially similar to any of the matters described in (1) through (10) above or
the immediately following paragraph. 


 In addition, except as otherwise provided by applicable law, the Series II Preferred Stockholder,
together with the approval of our board of directors, can amend our certificate of incorporation without the approval of any other stockholder to adopt any amendments that our board of directors has determined: 

 

	 	(1)	 do not adversely affect the stockholders (other than the Series II Preferred Stockholder) considered as a whole
(including any particular class or series of stock as compared to other classes or series) in any material respect; 


  

	 	(2)	 are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion,
directive, order, ruling or regulation of any federal or state or non-U.S. agency or judicial authority or contained in any federal or state or non-U.S. statute
(including the DGCL); 


  

	 	(3)	 are necessary or appropriate to facilitate the trading of our stock or to comply with any rule, regulation,
guideline or requirement of any securities exchange on which our stock is or will be listed for trading; 


  

	 	(4)	 are necessary or appropriate for any action taken by us relating to distributions, splits or combinations of
shares of our capital stock under the provisions of our certificate of incorporation; or 


  

	 	(5)	 are required to effect the intent of or are otherwise contemplated by our certificate of incorporation.



 Super-majority requirements for certain amendments to our certificate of incorporation. Except for amendments to our certificate
of incorporation that require only the approval of the Series II Preferred Stockholder, any amendments to our certificate of incorporation require, in addition to the consent of the Series II Preferred Stockholder, the vote or consent of
stockholders holding at least 90% of the voting power of our common stock and Series I preferred stock, voting together as a single class, unless we obtain an opinion of counsel confirming that such amendment would not affect the limited liability
of any stockholder under the DGCL. Any amendment of this provision of our certificate of incorporation also requires the vote or consent of stockholders holding at least 90% in voting power of our common stock and Series I preferred stock, voting
together as a single class. 
 Merger, sale or other disposition of assets. Our certificate of incorporation provides that we may, with the approval
of the Series II Preferred Stockholder and with the approval of the holders of at least a majority in voting power of our common stock and Series I preferred stock, voting together as a single class, sell, exchange or otherwise dispose of all or
substantially all of our assets in a single transaction or a series of related transactions, or consummate any merger, consolidation or other similar combination, or approve the sale, exchange or other disposition of all or substantially all of the
assets of our subsidiaries, except that no approval of our common stock and Series I preferred stock shall be required in the case of certain limited transactions involving our reorganization into another limited liability entity. See
“—Capital Stock—Voting Rights.” We may in our sole discretion mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets (including for the benefit of persons







 
other than us or our subsidiaries) without the prior approval of the holders of our common stock and Series I preferred stock. We may also sell all or substantially all of our assets under any
forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without the prior approval of the holders of our common stock and Series I preferred stock. 

Exclusive Forum 
 To prevent having to litigate claims in
multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court
of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty
owed by any of our current or former directors, officers, stockholders or employees to us or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our certificate of incorporation or our bylaws (as may be
amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. 

In addition, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As such, our bylaws further
provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder. It is possible that a court could find our forum selection provisions
to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide. 

To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of our
company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, investors will not be deemed to have waived compliance with the federal securities laws and the rules
and regulations thereunder as a result of our forum selection provisions. 
 Business Combinations 

We have opted out of Section 203 of the DGCL, which provides that an “interested stockholder” (a person other than the corporation or any direct
or indirect majority-owned subsidiary who, together with affiliates and associates, owns, or, if such person is an affiliate or associate of the corporation, within three years did own, 15% or more of the outstanding voting stock of a corporation)
may not engage in “business combinations” (which is broadly defined to include a number of transactions, such as mergers, consolidations, asset sales and other transactions in which an interested stockholder receives or could receive a
financial benefit on other than a pro rata basis with other stockholders) with the corporation for a period of three years after the date on which the person became an interested stockholder without certain statutorily mandated approvals. 

Transfer Agent and Registrar 
 The transfer agent and
registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (718)
921-8300 or (800) 937-5449. 
 Listing 

Our common stock is listed on the NYSE under the ticker symbol “BX.”