Blackstone Inc. (BX, NYSE)
Industry: Asset Management
Annual report, fiscal year 2019


# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-33551



# The Blackstone Group Inc.

(Exact name of re registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

20-8875684
(I.R.S. Employer Identification No.)

345 Park Avenue
New York, New York 10154
(Address of principal executive offices)(Zip Code)
(212) 583-5000
(Registrant's telephone number, including area code)

Title of each class
Class A Common Stock

Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
BX

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the r registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the r registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ☑ No ☐

Indicate by check mark whether the r registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the r registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( \( §232.405 \)  of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Non-accelerated filer ☐

Accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the r registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 28, 2019, the aggregate market value of the shares of Class A common stock held by non-affiliates of the registrant was approximately $29.0 billion.

As of February 21, 2020, there were 673,609,987 shares of Class A common stock, 1 share of Class B common stock and 1 Share of Class C common stock of the registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE



## Table of Contents

## Table of Contents

Page
Part I.
Item 1. Business 5
Item 1A. Risk Factors 17
Item 1B. Unresolved Staff Comments 68
Item 2. Properties 68
Item 3. Legal Proceedings 68
Item 4. Mine Safety Disclosures 69
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 70
Item 6. Selected Financial Data 72
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 74
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 131
Item 8. Financial Statements and Supplementary Data 135
Item 8A. Unaudited Supplemental Presentation of Statements of Financial Condition 211
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 213
Item 9A. Controls and Procedures 213
Item 9B. Other Information 214
Part III.
Item 10. Directors, Executive Officers and Corporate Governance 215
Item 11. Executive Compensation 221
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 241
Item 13. Certain Relationships and Related Transactions, and Director Independence 244
Item 14. Principal Accounting Fees and Services 252
Part IV.
Item 15. Exhibits, Financial Statement Schedules 253
Item 16. Form 10-K Summary 265
Signatures 266



## Table of Contents

## Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations, financial performance, and unit repurchase and distribution activities. You can identify these forward-looking statements by the use of words such as "outlook," "indicator," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in this report, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission ("SEC"), which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

## Website and Social Media Disclosure

We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), Twitter (www.twitter.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), PodBean (www.blackstone.podbean.com), Spotify (https://spoti.fi/2LJ1tHG), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (https://apple.co/31P1eLg) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone when you enroll your email address by visiting the "Contact Us/Email Alerts" section of our website at http://ir.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.

Effective July 1, 2019, The Blackstone Group L.P. (the "Partnership") converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. (the "Conversion"). This report includes the results for the Partnership prior to the Conversion and The Blackstone Group Inc. following the Conversion. In this report, references to "Blackstone," the "Company," "we," "us" or "our" refer to (a) The Blackstone Group Inc. and its consolidated subsidiaries following the Conversion and (b) the Partnership and its consolidated subsidiaries prior to the Conversion. All references to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Class A common stock. All references to dividends prior to the Conversion refer to distributions. See "Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations — Organizational Structure."

“Class C Shareholder” refers to Blackstone Group Management L.L.C., the holder of the sole outstanding share of our Class C common stock.

“Blackstone Funds,” “our funds” and “our investment funds” refer to the funds and other vehicles that are managed by Blackstone. “Our carry funds” refers to funds managed by Blackstone that have commitment-based multi-year drawdown structures that pay carry on the realization of an investment.

We refer to our flagship corporate private equity funds as Blackstone Capital Partners ("BCP") funds, our energy-focused private equity funds as Blackstone Energy Partners ("BEP") funds, our core private equity fund as Blackstone Core Equity Partners ("BCEP"), our opportunistic investment platform that invests globally across asset



## Table of Contents

classes, industries and geographies as Blackstone Tactical Opportunities ("Tactical Opportunities"), our secondary fund of funds business as Strategic Partners Fund Solutions ("Strategic Partners"), our infrastructure-focused funds as Blackstone Infrastructure Partners ("BIP"), our life sciences private investment platform, Blackstone Life Sciences ("BXLS"), our multi-asset investment program for eligible high net worth investors offering exposure to certain of our key illiquid investment strategies through a single commitment as Blackstone Total Alternatives Solution ("BTAS") and our capital markets services business as Blackstone Capital Markets ("BXCM").

We refer to our real estate opportunistic funds as Blackstone Real Estate Partners ("BREP") funds and our real estate debt investment funds as Blackstone Real Estate Debt Strategies ("BREDS") funds. We refer to our real estate investment trusts as "REITs", to Blackstone Mortgage Trust, Inc., our NYSE-listed REIT, as "BXMT", and to Blackstone Real Estate Income Trust, Inc., our non-exchange traded REIT, as "BREIT". We refer to our real estate funds which target substantially stabilized assets in prime markets, as Blackstone Property Partners ("BPP") funds. We refer to BPP and BREIT collectively as our core+ real estate strategies. "Our hedge funds" refers to our funds of hedge funds, hedge funds, certain of our real estate debt investment funds, including a registered investment company, and certain other credit-focused funds which are managed by Blackstone. "BIS" refers to Blackstone Insurance Solutions, which partners with insurers to deliver bespoke, capital-efficient investments tailored to each insurer's needs and risk profile.

“Assets Under Management” refers to the assets we manage. Our Assets Under Management equals the sum of:

(a) the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us, plus (1) the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods, or (2) for certain credit-focused funds the amounts available to be borrowed under asset based credit facilities,

(b) the net asset value of (1) our hedge funds and real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds, and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, and BREIT,

(c) the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts,

(d) the amount of debt and equity outstanding for our collateralized loan obligations (“CLO”) during the reinvestment period,

(e) the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period,

(f) the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies, and

(g) the fair value of common stock, preferred stock, convertible debt, or similar instruments issued by BXMT.

Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Hedge Fund Solutions, Credit and Real Estate segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days' notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solutions and Credit segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days' notice.



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“Fee-Earning Assets Under Management” refers to the assets we manage on which we derive management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:

(a) for our Private Equity segment funds and Real Estate segment carry funds including certain BREDS and Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund,

(b) for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund,

(c) the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees,

(d) the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, and certain of our Hedge Fund Solutions drawdown funds,

(e) the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts,

(f) the net proceeds received from equity offerings and accumulated core earnings of BXMT, subject to certain adjustments,

(g) the aggregate par amount of collateral assets, including principal cash, of our CLOs, and

(h) the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.

Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.

Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel, regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management and fee-earning assets under management are not based on any definition of assets under management and fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.

For our carry funds, total assets under management includes the fair value of the investments held and uncalled capital commitments, whereas fee-earning assets under management includes the total amount of capital commitments or the remaining amount of invested capital at cost depending on whether the investment period has expired or as specified by the fee terms of the fund. As such, fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.

“Perpetual Capital” refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.

This report does not constitute an offer of any Blackstone Fund.



## Part I.

## Item 1. Business

## Overview

Blackstone is one of the world’s leading investment firms, with Total Assets Under Management of $571.1 billion as of December 31, 2019. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by utilizing extraordinary people and flexible capital to help companies solve problems. Our asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis.

All of Blackstone’s businesses use a solutions-oriented approach to drive better performance. We believe our scale, diversified business, long record of investment performance, rigorous investment process and strong client relationships, position us to continue to perform well in a variety of market conditions, expand our assets under management and add complementary businesses.

Two of our primary limited partner constituencies are public and corporate pension funds. Our mission is to create long-term value through careful stewardship of their capital. To the extent our funds perform well, we can support a better retirement for tens of millions of pensioners, including teachers, nurses and firefighters.

In addition, because we are a global firm with a footprint on nearly every continent, our investments can make a positive difference around the world.

As of December 31, 2019, we employed approximately 2,905 people, including our 157 senior managing directors, at our headquarters in New York and around the world. Our employees are integral to Blackstone’s culture of integrity, professionalism and excellence. We believe hiring, training and retaining talented individuals, coupled with our rigorous investment process, has supported our excellent investment record over many years. This record, in turn, has enabled us to innovate into new strategies, drive growth and better serve our investors.

## Business Segments

Our four business segments are: (a) Real Estate, (b) Private Equity, (c) Hedge Fund Solutions and (d) Credit.

Information about our business segments should be read together with “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

For more information concerning the revenues and fees we derive from our business segments, see “— Fee Structure/Incentive Arrangements”.

## Real Estate

Our Real Estate business, founded in 1991, is a global leader in real estate investing, with $163.2 billion of Total Assets Under Management as of December 31, 2019. Our Real Estate segment operates as a globally integrated business with approximately 575 employees and has investments in North America, Europe, Asia and Latin America. Our Real Estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors and to make a positive impact on the communities in which we invest.

Our Blackstone Real Estate Partners business is geographically diversified and targets a broad range of “opportunistic” real estate and real estate-related investments. The BREP funds include global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality assets, focusing where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, rental housing, office, hospitality and retail properties around the world, as well as a variety of real estate operating companies.



## Table of Contents

We launched Blackstone Real Estate Debt Strategies, our real estate debt platform, in 2008. Our BREDS vehicles primarily target real estate-related debt investment opportunities. BREDS invests in both public and private markets, primarily in the U.S. and Europe. BREDS' scale and investment mandates enable it to provide a variety of lending options for our borrowers and investment options for our investors, including mezzanine loans, senior loans and liquid securities. The BREDS platform includes a number of high-yield and high-grade real estate debt funds, liquid real estate debt funds and Blackstone Mortgage Trust, Inc., a NYSE-listed REIT.

Our core+ real estate business includes Blackstone Property Partners and a non-exchange traded REIT, BREIT. We launched BPP in 2013 and have assembled a global portfolio of high-quality investments across North America, Europe and Asia, which target substantially stabilized assets in prime markets with a focus on industrial, multifamily, office and retail assets. The funds generate returns through both current income and value appreciation over the long-term. BREIT, which launched in 2017, invests primarily in stabilized income-oriented commercial real estate in the United States and to a lesser extent in real estate-related securities.

## Private Equity

Our Private Equity segment encompasses global businesses with a total of approximately 510 employees managing $182.9 billion of Total Assets Under Management as of December 31, 2019. Our Private Equity segment includes our corporate private equity business, which consists of: (a) our flagship private equity funds, Blackstone Capital Partners, (b) our sector-focused funds, including our energy-focused funds, Blackstone Energy Partners and (c) our Asia-focused private equity fund, Blackstone Capital Partners Asia. In addition, our Private Equity segment includes (a) our core private equity fund, Blackstone Core Equity Partners, (b) our opportunistic investment platform that invests globally across asset classes, industries and geographies, Blackstone Tactical Opportunities, (c) our secondary fund of funds business, Strategic Partners Fund Solutions, (d) our infrastructure-focused funds, Blackstone Infrastructure Partners, (e) our life sciences private investment platform, Blackstone Life Sciences, (f) our multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone's key illiquid investment strategies through a single commitment, Blackstone Total Alternatives Solutions and (g) our capital markets services business, Blackstone Capital Markets.

We are a world leader in private equity investing. Our corporate private equity business, established in 1987, pursues transactions across industries in both established and growth-oriented businesses across the globe. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Our corporate private equity business's investment strategies and core themes continually evolve, in anticipation of, or in response to, changes in the global economy, local markets, regulation, capital flows and geopolitical trends. We seek to construct a differentiated portfolio of investments with a well-defined, interventionist, post-acquisition value creation strategy. Similarly, we seek investments that can generate strong unlevered returns regardless of entry or exit cycle timing. Finally, when we can identify sectors or geographies in which the demand for capital greatly exceeds the readily available supply, our corporate private equity business seeks to make investments at or near book value where it can create goodwill or franchise value through post-acquisition actions.

Blackstone Core Equity Partners pursues control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than our flagship corporate private equity business.

Tactical Opportunities, our opportunistic investment platform, invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. As part of the strategy, the team leverages the intellectual capital across Blackstone's various businesses while continuously optimizing its approach in the face of ever-changing market conditions. Tactical Opportunities' flexible mandate leads to a diversified portfolio of investments across a broad range of structures, including private and public securities and instruments and where the underlying exposure may be to equity and/or debt.



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Strategic Partners, our secondary fund of funds business, is a total fund solutions provider. As a secondary investor it acquires interests in high-quality private funds from original holders seeking liquidity. Strategic Partners focuses on a range of opportunities in underlying funds such as leveraged buyout, real estate, infrastructure, venture and growth capital, credit and other types of funds, as well as primary investments and co-investments with financial sponsors. Strategic Partners also provides investment advisory services to separately managed account clients investing in primary and secondary investments in private funds and co-investments.

Blackstone Infrastructure Partners targets a diversified mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy, water and waste, transportation and communications, with a primary focus in the U.S. BIP applies a disciplined operationally intensive investment approach to investments in the infrastructure asset class. BIP seeks to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield.

Blackstone Life Sciences is our private investment platform with capabilities to invest across the life cycle of companies and products within the life sciences sector. BXLS primarily focuses on investments in life sciences products in late stage clinical development within the pharmaceutical and biotechnology sectors.

## Hedge Fund Solutions

Working with our clients for more than 25 years, our Hedge Fund Solutions group is a leading manager of institutional funds with approximately 280 employees managing $80.7 billion of Total Assets Under Management as of December 31, 2019. The principal component of our Hedge Fund Solutions segment is Blackstone Alternative Asset Management (“BAAM”). BAAM is the world’s largest discretionary allocator to hedge funds, managing a broad range of commingled and customized hedge fund of fund solutions since its inception in 1990. The Hedge Fund Solution segment also includes investment platforms that seed new hedge fund businesses, purchase minority interests in more established general partners and management companies of funds, invest in special situations opportunities, create alternative solutions in the form of daily liquidity products and invest directly. Hedge Fund Solutions’ overall investment philosophy is to protect and grow investors’ assets through both commingled and custom-tailored investment strategies designed to deliver compelling risk-adjusted returns and mitigate risk. Diversification, risk management, due diligence and a focus on downside protection are key tenets of our approach.

## Credit

Our Credit segment, with approximately 460 employees and $144.3 billion of Total Assets Under Management as of December 31, 2019, consists principally of GSO Capital Partners (“GSO”). GSO is one of the largest credit-oriented managers in the world and is the largest manager of CLOs globally. The investment portfolios of the funds GSO manages or sub-advisers predominantly consist of loans and securities of non-investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.

GSO is organized into three overarching strategies: performing credit, distressed and long only. GSO’s performing credit strategies include mezzanine lending funds, middle market direct lending funds, including our business development company (“BDC”) and other performing credit strategy funds. GSO’s distressed strategies include credit alpha strategies, stressed/distressed funds and energy strategies. GSO’s long only strategies consist of CLOs, closed-ended funds, open-ended funds and separately managed accounts.

In addition, our Credit segment includes our publicly traded master limited partnership (“MLP”) investment platform, which is managed by Harvest Fund Advisors LLC (“Harvest”). Harvest primarily invests capital raised from institutional investors in separately managed accounts and pooled vehicles, investing in publicly traded MLPs holding primarily midstream energy assets in the U.S.

Our Credit segment also includes our insurer-focused platform, Blackstone Insurance Solutions. BIS partners with insurers to deliver customized and diversified portfolios of Blackstone products across asset classes, including the option for full management of insurance companies' investment portfolios.



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## Pátria Investments

On October 1, 2010, we purchased a 40% equity interest in Pátria Investments Limited and Pátria Investimentos Ltda. (collectively, "Pátria"). Pátria is a leading alternative asset manager in Latin America that was founded in 1988. As of December 31, 2019, Pátria's alternative asset management businesses had $14.6 billion in assets under management, including the management of private equity funds ($8.3 billion), infrastructure funds ($4.8 billion), real estate funds ($919.1 million) and new initiatives ($536.5 million). Pátria has approximately 280 employees and is led by a group of three managing partners. Our investment in Pátria is a minority, non-controlling investment, which we record using the equity method of accounting. We have representatives on Pátria's board of directors in proportion to our ownership, but we do not control the day-to-day management of the firm or the investment decisions of their funds, all of which continues to reside with the local Brazilian partners. Pátria's assets under management are not included as part of Blackstone's assets under management.

## Investment Process and Risk Management

We maintain a rigorous investment process across all of our investment vehicles. Each investment vehicle has investment policies and procedures that generally contain requirements and limitations for investments, such as limitations relating to the amount that will be invested in any one investment and the types of assets, industries or geographic regions in which the vehicle will invest, as well as limitations required by law. The review committees and/or investment committees of our businesses review and evaluate investment opportunities in a framework that includes a qualitative and quantitative assessment of the key risks of investments.

Our investment professionals are responsible for selecting, evaluating, underwriting, diligencing, negotiating, executing, managing and exiting investments. Investment professionals generally submit investment opportunities for review and approval by a review committee and/or investment committee, subject to delineated exceptions set forth in the funds' investment committee charters or resolutions. Review and investment committees are generally comprised of senior leaders and other senior professionals of the applicable investment business, and in many cases, other senior leaders of Blackstone and its businesses. Considerations that review and investment committees take into account when evaluating an investment may include, without limitation and depending on the nature of the investing business and its strategy, the quality of the business or asset in which the fund proposes to invest, the quality of the management team, likely exit strategies and factors that could reduce the value of the business or asset at exit, the ability of the business in which the investment is made to service debt in a range of economic and interest rate environments, macroeconomic trends in the relevant geographic region or industry and the quality of the businesses' operations. Our review and/or investment committees also incorporate relevant environmental, social and governance ("ESG") factors into the investment decision-making process, including, for example, sustainability and diversity and inclusion. In addition, before deciding to invest in a new hedge fund or a new alternative asset manager, as applicable, our Hedge Fund Solutions and Strategic Partners teams conduct diligence in a number of areas, which, depending on the nature of the investment, may include, among others, the fund's/manager's performance, investment terms, investment strategy and investment personnel, as well as its operations, processes, risk management and internal controls. With respect to customized credit long only clients and other clients whose portfolios are actively traded in our Credit segment, our industry-focused research analysts provide the review and/or investment committee with a formal and comprehensive review of new investment recommendations and portfolio managers and trading professionals discuss, among other things, risks associated with overall portfolio composition. Our Credit segment's research team monitors the operating performance of underlying issuers, while portfolio managers, together with our traders, focus on optimizing asset composition to maximize value for our investors.

Existing investments are reviewed and monitored on a regular basis by investment and asset management professionals. In addition, our investment professionals and Portfolio Operations team work directly with our portfolio company senior executives to identify opportunities to drive operational efficiencies and growth.



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## Structure and Operation of Our Investment Vehicles

Our private investment funds are generally organized as limited partnerships with respect to U.S. domiciled vehicles and limited partnerships or other similar limited liability entities with respect to non-U.S. domiciled vehicles. In the case of our separately managed accounts, the investor, rather than us, generally controls the investment vehicle that holds or has custody of the investments we advise the vehicle to make. We conduct the sponsorship and management of our carry funds and other similar vehicles primarily through a partnership structure in which limited partnerships organized by us accept commitments and/or subscriptions for investment from institutional investors and, to a more limited extent, high net worth individuals. Such commitments are generally drawn down from investors on an as-needed basis to fund investments (or for other permitted purposes) over a specified term. With the exception of certain core+ real estate and real estate debt funds, our private equity and real estate funds are commitment structured funds. For certain BPP and BREDS funds, all or a portion of the investors' capital may be funded on or promptly after the investor's subscription date and cash proceeds resulting from the disposition of investments can be reinvested, subject to certain limitations and limited investor withdrawal rights. Our credit-focused funds are generally either commitment structured funds or open-ended funds where the investor's capital is fully funded on or promptly after the investor's subscription date. The CLO vehicles we manage are structured investment vehicles that are generally private companies with limited liability. Most of our funds of hedge funds as well as our hedge funds are structured as funds where the investor's capital is fully funded on the subscription date. BIS is generally structured around separately managed accounts.

Our investment funds, separately managed accounts and other vehicles not domiciled in the European Economic Area (the "EEA") are each generally advised by a Blackstone entity serving as investment adviser that is registered under the U.S. Investment Advisers Act of 1940, as amended, or the "Advisers Act." For our investment funds, separately managed accounts and other vehicles domiciled in the EEA, a Blackstone entity domiciled in the EEA generally serves as external alternative investment fund manager ("AIFM"), and the AIFM typically delegates its portfolio management function to a Blackstone-affiliated investment adviser registered under the Advisers Act. Substantially all of the day-to-day operations of each investment vehicle are typically carried out by the Blackstone entity serving as investment adviser or AIFM, as applicable, pursuant to an investment advisory, investment management, AIFM or other similar agreement. Generally, the material terms of our investment advisory and AIFM agreements, as applicable, relate to the scope of services to be rendered by the investment adviser or the AIFM to the applicable vehicle, the calculation of management fees to be borne by investors in our investment vehicles, the calculation of and the manner and extent to which other fees received by the investment adviser or the AIFM, as applicable, from funds or fund portfolio companies serve to offset or reduce the management fees payable by investors in our investment vehicles and certain rights of termination with respect to our investment advisory and AIFM agreements. With the exception of the registered funds described below, the investment vehicles themselves do not generally register as investment companies under the U.S. Investment Company Act of 1940, as amended, or the "1940 Act," in reliance on the statutory exemptions provided by Section 3(c)(7), Section 3(c)(5)(C) or, Section 3(c)(1) thereof. Section 3(c)(7) of the 1940 Act exempts from its registration requirements investment vehicles privately placed in the United States whose securities are beneficially owned exclusively by persons who, at the time of acquisition of such securities, are "qualified purchasers" as defined under the 1940 Act. In addition, under current interpretations of the SEC, Section 3(c)(7) of the 1940 Act exempts from registration any non-U.S. investment vehicle all of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified purchasers. Section 3(c)(5)(C) of the 1940 Act exempts from its registration requirements certain companies engaged primarily in investment in mortgages and other liens or investments in real estate. Section 3(c)(1) of the 1940 Act exempts from its registration requirements privately placed investment vehicles whose securities are beneficially owned by not more than 100 persons. Additionally, under current interpretations of the SEC, Section 3(c)(1) of the 1940 Act exempts from registration any non-U.S. investment vehicle not publicly offered in the U.S. all of whose outstanding securities are beneficially owned by not more than 100 U.S. residents. BXMT is externally managed by a Blackstone-owned entity pursuant to a management agreement, conducts its operations in a manner that allows it to maintain its REIT qualification and also avail itself of the statutory exemption and also avail itself of the statutory exemption provided by Section 3(c)(5)(C) of the 1940 Act. BREIT is externally advised by a Blackstone-owned entity pursuant to an advisory agreement, conducts its operations in a manner that allows it to maintain its REIT qualification and also avails itself of the statutory exemption provided by Section 3(c)(5)(C) of the 1940 Act. In some cases, one or more of our investment advisers, including advisers within GSO, BAAM and BREDS, advises or sub-advisers funds registered, or regulated as a BDC, under the 1940 Act.



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In addition to having an investment adviser, each investment fund that is a limited partnership, or “partnership” fund, also has a general partner that, apart from partnership funds domiciled in the EEA, generally makes all operational and investment decisions, including the making, monitoring and disposing of investments. The limited partners of the partnership funds generally take no part in the conduct or control of the business of the investment funds, have no right or authority to act for or bind the investment funds and have no influence over the voting or disposition of the securities or other assets held by the investment funds. With the exception of certain of our funds of hedge funds, hedge funds, certain credit-focused and real estate debt funds, and other funds or separately managed accounts for the benefit of one or more specified investors, third party investors in some of our funds have the right to remove the general partner of the fund or to accelerate the termination of the investment fund without cause by a simple majority vote, or by a higher percentage in certain recent funds. In addition, the governing agreements of many of our investment funds provide that in the event certain “key persons” in our investment funds do not meet specified time commitments with regard to managing the fund, then (a) investors in such funds have the right to vote to terminate the investment period by a specified percentage (including, in certain cases a simple majority) vote in accordance with specified procedures, or accelerate the withdrawal of their capital on an investor-by-investor basis, or (b) the fund’s investment period will automatically terminate and a specified percentage (including, in certain cases a simple majority) in accordance with specified procedures is required to restart it. In addition, the governing agreements of some of our investment funds provide that investors have the right to terminate the investment period for any reason by a vote of 75% of the investors in such fund.

## Fee Structure/Incentive Arrangements

## Management Fees

The following is a general description of the management fees earned by Blackstone.

- The investment adviser of each of our non-EEA domiciled carry funds and the AIFM of each of our EEA domiciled carry funds generally receives an annual management fee based on a percentage of the fund’s capital commitments, invested capital and/or undeployed capital during the investment period and the fund’s invested capital or investment fair value after the investment period, except that the investment adviser or AIFM to certain of our credit-focused, BPP and BCEP funds receives a management fee based on a percentage of invested capital or net asset value. These management fees are payable on a regular basis (typically quarterly) in the contractually prescribed amounts over the life of the fund. Depending on the base on which management fees are calculated, negative performance of one or more investments in the fund may reduce the total management fee paid for the relevant period, but not the fee rate. Management fees received are not subject to clawback.

- The investment adviser of each of our funds that are structured like hedge funds, or of our funds of hedge funds, registered mutual funds and separately managed accounts that invest in hedge funds, generally receives a management fee based on a percentage of the fund’s or account’s net asset value. These management fees are payable on a regular basis (typically quarterly). These funds generally permit investors to withdraw or redeem their interests periodically, in some cases following the expiration of a specified period of time when capital may not be withdrawn. Decreases in the net asset value of investor’s capital accounts may reduce the total management fee paid for the relevant period, but not the fee rate. Management fees received are not subject to clawback. In addition, to the extent the mandate of our funds is to invest capital in third party managed funds, as is the case with our funds of hedge funds, our funds will be required to pay management fees to such third party managers, which typically are borne by investors in such investment vehicles.



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- The investment adviser of each of our CLOs typically receives annual management fees based on a percentage of each fund’s assets, subject to certain performance measures related to the underlying assets the vehicle owns, and additional management fees, which are incentive-based (that is, subject to meeting certain return criteria). These management fees are payable on a regular basis (typically quarterly). The term of each CLO varies from deal to deal and may be subject to early redemption or extension; typically, however, a CLO will be wound down within eight to eleven years of being launched. The amount of fees will decrease as the fund deleverages toward the end of its term.

- The investment adviser of each of our separately managed accounts generally receives annual management fees based on a percentage of each account’s net asset value or invested capital. The management fees we receive from each of our separately managed accounts are generally paid on a regular basis (typically quarterly) such management fees are generally subject to contractual rights the investor has to terminate our management of an account on generally as short as 30 days’ notice.

- The investment adviser of each of our credit-focused registered and non-registered investment companies typically receives an annual management fee based on a percentage of net asset value or total managed assets. The management fees we receive from the registered investment companies we manage are generally paid on a regular basis (typically quarterly). Such management fees are generally subject to contractual rights the company’s board of directors has to terminate our management of an account on as short as 30 days’ notice.

- The investment adviser of BXMT receives an annual management fee, paid quarterly, based on a percentage of BXMT’s net proceeds received from equity offerings and accumulated “core earnings” (which is generally equal to its net income, calculated under generally accepted accounting principles in the U.S. (“GAAP”), excluding certain non-cash and other items), subject to certain adjustments.

• The investment adviser of BREIT receives a management fee based on a percentage of the REIT’s net asset value, payable monthly.

For additional information regarding the management fee rates we receive, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Revenue Recognition — Management and Advisory Fees, Net.”

## Incentive Fees

Incentive fees generally are performance-based allocations of a fund’s net capital appreciation during a measurement period, typically a year, subject to the achievement of minimum return levels, high water marks, and/or other hurdle provisions, in accordance with the respective terms set out in each fund’s governing agreements. Incentive fees are typically realized at the end of the measurement period. Once realized, such fees are typically not subject to clawback or reversal. The following is a general description of the incentive fees earned by Blackstone.

- In our Hedge Fund Solutions segment, the investment adviser of our funds of hedge funds, certain hedge funds, separately managed accounts that invest in hedge funds and certain non-U.S. registered investment companies, is entitled to an incentive fee of 0% to 20%, as applicable, of the applicable investment vehicle’s net appreciation, subject to “high water mark” provisions and in some cases a preferred return. In addition, to the extent the mandate of our funds is to invest capital in third party managed hedge funds, as is the case with our funds of hedge funds, our funds will be required to pay incentive fees to such third party managers, which typically are borne by investors in such investment vehicles.

- The general partners or similar entities of each of our real estate and credit hedge fund structures receive incentive fees of generally up to 20% of the applicable fund’s net capital appreciation per annum.

- The investment manager of BXMT receives an incentive fee generally equal to 20% of BXMT’s core earnings in excess of a 7% per annum return on stockholder’s equity (excluding stock appreciation or depreciation), provided that BXMT’s core earnings over the prior three years is greater than zero.



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- The investment manager of BREIT receives an incentive fee of 12.5% of BREIT’s total return, subject to a 5% hurdle amount with a catch-up and recouping any loss carryforward amounts, payable annually.

- The general partner of certain open-ended BPP funds is entitled to an incentive fee allocation of generally 10% of net profit, subject to a hurdle amount generally of 6% to 7%, a loss recovery amount and a catch-up. Incentive Fees for these funds are generally realized every three years from when a limited partner makes its initial investment.

## Performance Allocations

The general partner or an affiliate of each of our carry funds is entitled to a disproportionate allocation of the income otherwise allocable to the limited partners of such fund, commonly referred to as carried interest (“Performance Allocations”). Our ability to generate carried interest is an important element of our business and has historically accounted for a very significant portion of our income.

Carried interest is typically structured as a net profits interest in the applicable fund. In the case of our carry funds, carried interest is calculated on a “realized gain” basis, and each general partner (or affiliate) is generally entitled to an allocation of up to 20% of the net realized income and gains (generally taking into account realized and unrealized or net unrealized losses) generated by such fund. Net realized income or loss is not generally netted between or among funds, and in some cases our carry funds provide for allocations to be made on current income distributions (subject to certain conditions).

For most carry funds, the carried interest is subject to a preferred limited partner return ranging from 5% to 8% per year, subject to a catch-up allocation to the general partner. Some of our carry funds do not provide for a preferred return, and generally the terms of our carry funds vary in certain respects across our business units and vintages. If, at the end of the life of a carry fund (or earlier with respect to certain of our real estate, real estate debt, core+ real estate, credit-focused, multi-asset class and opportunistic investment funds), as a result of diminished performance of later investments in a carry fund's life, (a) the general partner receives in excess of the relevant carried interest percentage(s) applicable to the fund as applied to the fund's cumulative net profits over the life of the fund, or (in certain cases) (b) the carry fund has not achieved investment returns that exceed the preferred return threshold (if applicable), then we will be obligated to repay an amount equal to the carried interest that was previously distributed to us that exceeds the amounts to which we were ultimately entitled, up to the amount of carried interest received on an after-tax basis. This is known as a “clawback” obligation and is an obligation of any person who received such carried interest, including us and other participants in our carried interest plans.

Although a portion of any dividends paid to our shareholders may include any carried interest received by us, we do not intend to seek fulfillment of any clawback obligation by seeking to have our shareholders return any portion of such dividends attributable to carried interest associated with any clawback obligation. To the extent we are required to fulfill a clawback obligation, however, we may determine to decrease the amount of our dividends to our shareholders. The clawback obligation operates with respect to a given carry fund’s own net investment performance only and carried interest of other funds is not netted for determining this contingent obligation. Moreover, although a clawback obligation is several, the governing agreements of most of our funds provide that to the extent another recipient of carried interest (such as a current or former employee) does not fund his or her respective share of the clawback obligation then due, then we and our employees who participate in such carried interest plans may have to fund additional amounts (generally an additional 50% to 70% beyond our pro-rata share of such obligation) although we retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations. We have recorded a contingent repayment obligation equal to the amount that would be due on December 31, 2019, if the various carry funds were liquidated at their current carrying value.

For additional information concerning the clawback obligations we could face, see “— Item 1A. Risk Factors — Risks Related to Our Business — We may not have sufficient cash to pay back “clawback” obligations if and when they are triggered under the governing agreements with our investors.”



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## Advisory and Transaction Fees

Some of our investment advisers or their affiliates, receive customary fees (for example, acquisition, origination and other transaction fees) upon consummation of their funds' transactions, and may from time to time receive advisory, monitoring and other fees in connection with their activities. For most of the funds where we receive such fees, we are required to reduce the management fees charged to the funds' limited partners by 50% to 100% of such limited partner's share of such fees.

## Capital Invested In and Alongside Our Investment Funds

To further align our interests with those of investors in our investment funds, we have invested the firm’s capital and that of our personnel in the investment funds we sponsor and manage. Minimum general partner capital commitments to our investment funds are determined separately with respect to each of our investment funds and, generally, are less than 5% of the limited partner commitments of any particular fund. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information regarding our minimum general partner capital commitments to our funds. We determine whether to make general partner capital commitments to our funds in excess of the minimum required commitments based on, among other things, our anticipated liquidity, working capital and other capital needs. In many cases, we require our senior managing directors and other professionals to fund a portion of the general partner capital commitments to our funds. In other cases, we may from time to time offer to our senior managing directors and employees a part of the funded or unfunded general partner commitments to our investment funds. Our general partner capital commitments are funded with cash and not with carried interest or deferral of management fees.

Investors in many of our funds also receive the opportunity to make additional “co-investments” with the investment funds. Our personnel, as well as Blackstone itself, also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incentive fees. In certain cases, limited partner investors may pay additional management fees or carried interest in connection with such co-investments.

## Competition

The asset management industry is intensely competitive, and we expect it to remain so. We compete both globally and on a regional, industry and sector basis. We compete on the basis of a number of factors, including investment performance, transaction execution skills, access to capital, access to and retention of qualified personnel, reputation, range of products and services, innovation and price.

We face competition both in the pursuit of outside investors for our investment funds and in acquiring investments in attractive portfolio companies and making other investments. Although many institutional and individual investors have increased the amount of capital they commit to alternative investment funds, such increases may create increased competition with respect to fees charged by our funds. Certain institutional investors have demonstrated a preference to in-source their own investment professionals and to make direct investments in alternative assets without the assistance of private equity advisers like us. We compete for investments with such institutional investors and such institutional investors could cease to be our clients.



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Depending on the investment, we face competition primarily from sponsors managing other funds, investment vehicles and other pools of capital, other financial institutions and institutional investors (including sovereign wealth and pension funds), corporate buyers and other parties. Several of these competitors have significant amounts of capital and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities. Some of these competitors may also have a lower cost of capital and access to funding sources or other resources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments. Corporate buyers may be able to achieve synergistic cost savings with regard to an investment or be perceived by sellers as otherwise being more desirable bidders, which may provide them with a competitive advantage in bidding for an investment.

In all of our businesses, competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

For additional information concerning the competitive risks that we face, see “— Item 1A. Risk Factors — Risks Related to Our Business — The asset management business is intensely competitive.”

## Employees

As of December 31, 2019, we employed approximately 2,905 people, including our 157 senior managing directors. We strive to maintain a work environment that fosters professionalism, excellence, integrity and cooperation among our employees.

## Regulatory and Compliance Matters

Our businesses, as well as the financial services industry generally, are subject to extensive regulation in the United States and elsewhere.

All of the investment advisers of our investment funds operating in the U.S. are registered as investment advisers with the SEC under the Advisers Act (other investment advisers may be registered in non-U.S. jurisdictions). Registered investment advisers are subject to the requirements and regulations of the Advisers Act. Such requirements relate to, among other things, fiduciary duties to advisory clients, maintaining an effective compliance program, investment advisory contracts, solicitation agreements, conflicts of interest, recordkeeping and reporting requirements, disclosure, advertising and custody requirements, political contributions, limitations on agency cross and principal transactions between an adviser and advisory clients, and general anti-fraud prohibitions.

Blackstone Advisory Partners L.P. (“BAP”), a subsidiary of ours through which we conduct our capital markets business and certain of our fund marketing and distribution, is registered as a broker-dealer with the SEC and is subject to regulation and oversight by the SEC, is a member of the Financial Industry Regulatory Authority, or “FINRA,” and is registered as a broker-dealer in 50 states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands. In addition, FINRA, a self-regulatory organization subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including BAP. State securities regulators also have regulatory oversight authority over BAP.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including, among others, the implementation of a supervisory control system over the securities business, advertising and sales practices, conduct of and compensation in connection with public securities offerings, maintenance of adequate net capital, record keeping and the conduct and qualifications of employees. In particular, as a registered broker-dealer and member of FINRA, BAP is subject to the SEC’s uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital of a broker-dealer falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the capital structure of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC’s uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.



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In addition, certain of the closed-ended and open-ended investment management companies we manage, advise or sub-advise are registered, or regulated as a BDC, under the 1940 Act. The 1940 Act and the rules thereunder govern, among other things, the relationship between us and such investment vehicles and limit such investment vehicles' ability to enter into certain transactions with us or our affiliates, including other funds managed, advised or sub-advised by us.

Pursuant to the U.K. Financial Services and Markets Act 2000, or “FSMA,” certain of our subsidiaries are subject to regulations promulgated and administered by the Financial Conduct Authority (“FCA”). The FSMA and rules promulgated thereunder form the cornerstone of legislation which governs all aspects of our investment business in the United Kingdom, including sales, research and trading practices, provision of investment advice, use and safekeeping of client funds and securities, regulatory capital, recordkeeping, approval standards for individuals, anti-money laundering, periodic reporting and settlement procedures. The Blackstone Group International Partners LLP (“BGIP”) acts as a sub-advisor to its Blackstone U.S. affiliates in relation to the investment and re-investment of Europe, Middle East and Africa (“EMEA”) based assets of Blackstone Funds as well as arranging transactions to be entered into by or on behalf of Blackstone Funds. BGIP also acts as a distributor of Blackstone Funds in EMEA. BGIP has a Markets in Financial Instruments Directive (2014) (“MiFID II”) cross-border passport to provide investment advisory services within the European Economic Area (“EEA”). BGIP’s principal place of business is in London and it has Representative Offices in Abu Dhabi, Milan and Paris. Blackstone Insurance Solutions Europe LLP (“BISE”) is also authorized and regulated by the FCA. BISE has MiFID II cross-border passports for the provision of, amongst others, investment advice and portfolio management in respect of certain investment types within the EEA. BISE’s principal place of business is in London. BGIP and BISE’s MiFID passports will fall away if the U.K. and the European Union do not agree on an arrangement for the provision of cross-border services prior to the expiration of the transition period for the U.K.’s withdrawal from the European Union. BGIP and BISE are subject to the Senior Managers and Certification Regime (“SMCR”), which imposes on BGIP, BISE and certain of their respective employees, documentation and recordkeeping requirements to demonstrate compliance. The SMCR creates a duty of responsibility for individuals identified as “Senior Managers” and personal liability where a Senior Manager does not take reasonable steps to prevent a violation of FCA rules in the area of the business for which they are responsible.

Blackstone / GSO Debt Funds Management Europe Limited (“DFME”) is authorized and regulated by the Central Bank of Ireland (“CBI”) as an Investment Firm under the European Communities (Markets in Financial Instruments) Regulations 2007. DFME’s principal activity is the provision of management and advisory services to certain CLO and sub-advisory services to certain affiliates. Blackstone / GSO Debt Funds Management Europe II Limited (“DFME II”) is authorized and regulated by the CBI as an Alternative Investment Fund Manager under the European Union (Alternative Investment Fund Managers Regulations) 2013 (“AIFMRS”). DFME II provides investment management functions including portfolio management, risk management, administration, marketing and related activities to its alternative investment funds in accordance with AIFMRS and the conditions imposed by the CBI as set out in the CBI’s alternative investment fund rulebook.

Blackstone Europe Fund Management S.à r.l. (“BEFM”) is an approved Alternative Investment Fund Manager under the Luxembourg Law of 12 July 2013 on alternative investment fund managers (as amended, “AIFMD”). BEFM may also provide discretionary portfolio management services and investment advice in accordance with article 5(4) of AIFMD. BEFM provides investment management functions including portfolio management, risk management, administration, marketing and related activities to the assets of its alternative investment funds, in accordance with AIFMD and the law and regulatory provisions imposed by the Commission de Surveillance du Secteur Financier (“CSSF”) in Luxembourg. BEFM has a branch entity established in Denmark.

Certain Blackstone operating entities are licensed and subject to regulation by financial regulatory authorities in Japan, Hong Kong, Australia and Singapore: The Blackstone Group Japan K.K., a financial instruments firm, is registered with Kanto Local Finance Bureau (Kin-sho No. 1785) and regulated by the Japan Financial Services Agency; The Blackstone Group (HK) Limited is regulated by the Hong Kong Securities and Futures Commission; The



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Blackstone Group (Australia) Pty Limited ACN 149 142 058 and Blackstone Real Estate Australia Pty Limited ACN 604 167 651 each holds an Australian financial services license authorizing it to provide financial services in Australia (AFSL 408376 and AFSL 485716, respectively) and is regulated by the Australian Securities and Investments Commission; and Blackstone Singapore Pte. Ltd. is regulated by the Monetary Authority of Singapore (Company Registration Number: 201020503E).

Certain investment advisers are also registered with international regulators in connection with their management of products that are locally distributed and/or regulated.

The SEC and various self-regulatory organizations and state securities regulators have in recent years increased their regulatory activities, including regulation, examination and enforcement in respect of asset management firms.

As described above, certain of our businesses are subject to compliance with laws and regulations of U.S. federal and state governments, non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges, and any failure to comply with these regulations could expose us to liability and/or damage our reputation. Our businesses have operated for many years within a legal framework that requires us to monitor and comply with a broad range of legal and regulatory developments that affect our activities. However, additional legislation, changes in rules promulgated by financial regulatory authorities or self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability.

Rigorous legal and compliance analysis of our businesses and investments is endemic to our culture and risk management. Our Chief Legal Officer and Global Head of Compliance, together with the Chief Compliance Officers of each of our businesses, supervise our compliance personnel, who are responsible for addressing all regulatory and compliance matters that affect our activities. We strive to maintain a culture of compliance through the use of policies and procedures including a code of ethics, electronic compliance systems, testing and monitoring, communication of compliance guidance and employee education and training. Our compliance policies and procedures address a variety of regulatory and compliance matters such as the handling of material non-public information, personal securities trading, marketing practices, gifts and entertainment, anti-money laundering, anti-bribery and sanctions, valuation of investments on a fund-specific basis, recordkeeping, potential conflicts of interest, the allocation of investment opportunities, collection of fees and expense allocation.

Our compliance group also monitors the information barriers that we maintain between Blackstone’s businesses. We believe that our various businesses’ access to the intellectual knowledge and contacts and relationships that reside throughout our firm benefits all of our businesses. As described above, to maximize that access and related synergies without compromising compliance with our legal and contractual obligations, our compliance group oversees and monitors the communications between groups that are on the private side of our information barrier and groups that are on the public side, as well as between different public side groups. Our compliance group also monitors contractual obligations that may be impacted and potential conflicts that may arise in connection with these inter-group discussions.

In addition, disclosure controls and procedures and internal controls over financial reporting are documented, tested and assessed for design and operating effectiveness in accordance with the U.S. Sarbanes-Oxley Act of 2002. Internal Audit, which independently reports to the audit committee of our board of directors, operates with a global mandate and is responsible for the examination and evaluation of the adequacy and effectiveness of the organization’s governance and risk management processes and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the organization’s stated goals and objectives.

Our enterprise risk management framework is designed to manage non-investment risk areas across the firm, such as strategic, financial, human capital, legal, operational, regulatory, reputational and technology risks. Our enterprise risk committee aims to identify, assess, monitor and mitigate such key enterprise risks at the corporate, business unit and fund level. The enterprise risk committee is chaired by our Chief Financial Officer and is comprised of senior management across business units, corporate functions and regional locations.



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Senior management reports regularly to the audit committee of our board of directors on risk matters evaluated by the enterprise risk committee, including by providing periodic risk reports, an overview of management’s views on key risks to the firm and detailed assessments of selected risks. Our firmwide valuation committee reviews the valuation process for investments held by us and our investment vehicles, including the application of appropriate valuation standards on a consistent basis. The firmwide valuation committee is chaired by our Chief Financial Officer and is comprised of senior heads of Blackstone’s businesses and representatives from legal and finance. The review committees and/or investment committees of our businesses review and evaluate investment opportunities in a framework that includes a qualitative and quantitative assessment of the key risks of investments. See “— Investment Process and Risk Management.”

There are a number of pending or recently enacted legislative and regulatory initiatives that could significantly affect our business. Please see “— Item 1A. Risk Factors — Risks Related to Our Business — Financial regulatory changes in the United States could adversely affect our business” and “— Item 1A. Risk Factors — Risks Related to Our Business — Regulatory changes in jurisdictions outside the United States could adversely affect our business.”

## Available Information

Effective July 1, 2019, The Blackstone Group Inc. converted from a Delaware limited partnership to a Delaware corporation. Blackstone was formed as a Delaware limited partnership on March 12, 2007.

We file annual, quarterly and current reports and other information with the SEC. These filings are available to the public over the internet at the SEC's website at www.sec.gov.

Our principal internet address is www.blackstone.com. We make available free of charge on or through www.blackstone.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The contents of our website are not, however, a part of this report.

## Item 1A. Risk Factors

## Risks Related to Our Business

Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.

Our business is materially affected by financial market and economic conditions and events throughout the world that are outside our control. We may not be able to or may choose not to manage our exposure to these conditions and/or events. Such conditions and/or events can adversely affect our business in many ways, including by reducing the ability of our funds to raise or deploy capital, reducing the value or performance of the investments made by our funds and making it more difficult to fund opportunities for our funds to exist and realize value from existing investment. This could in turn materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. In addition, in the face of a difficult market or economic environment, we may need to reduce our fixed costs and other expenses in order to maintain profitability, including by cutting back or eliminating the use of certain services or service providers, or terminating the employment of a significant number of our personnel that, in each case, could be important to our business and without which our operating results could be adversely affected. A failure to manage or reduce our costs and other expenses within a time frame sufficient to match any decrease in profitability would adversely affect our operating performance.

Turmoil in the global financial markets can provoke significant volatility of equity and debt securities prices. This can have a material and rapid impact on our mark-to-market valuations, particularly with respect to our public holdings and credit investments. As publicly traded equity securities have in recent years represented a significant proportion of the assets of many of our carry funds, stock market volatility, including a sharp decline in the stock market, such as the one experienced in the fourth quarter of 2018, may adversely affect our results, including our



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revenues and net income. In addition, our public equity holdings have at times been and are currently concentrated in a few large positions, thereby making our unrealized mark-to-market valuations particularly sensitive to sharp changes in the price of any of these positions. Further, although the equity markets are not the only means by which we exit investments, should we experience another period of challenging equity markets, our funds may experience increased difficulty in realizing value from investments.

Geopolitical concerns and other global events, including, without limitation, trade conflict, national and international political circumstances (including wars, terrorist acts or security operations) and pandemics or other severe public health events, have contributed and may continue to contribute to volatility in global equity and debt markets. 2019 was a year of significant geopolitical concerns, including, among other things, uncertainty regarding re-opening of the U.S. government after a shutdown in early 2019, trade tensions, most notably between China and the U.S., resulting from the implementation of tariffs by the U.S. and retaliatory tariffs by other countries on the U.S., continued tensions with North Korea over its ballistic missile testing and nuclear programs, ongoing hostilities in the Middle East and the possibility of their escalation, uncertainty regarding the U.K.'s ongoing negotiation of the circumstances surrounding its withdrawal from the European Union and impeachment proceedings of President Trump in the United States. Such concerns have contributed and may continue to contribute to volatility in global equity and debt markets.

Recently, the outbreak of the novel coronavirus in many countries continues to adversely impact global commercial activity, particularly in China, and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as transportation, hospitality and entertainment. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to our and our funds' performance and financial results.

In addition to the factors described above, other factors described herein that may affect market, economic and geopolitical conditions, and thereby adversely affect our business include, without limitation:

• economic slowdown in the U.S. and internationally;

• changes in interest rates and/or a lack of availability of credit in the U.S. and internationally;

• commodity price volatility; and

• changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds' investments, which would adversely affect our operating results and cash flows.

In recent years we have experienced buoyant markets and positive economic conditions. Although such conditions have increasingly made it more difficult and competitive to find suitable capital deployment opportunities for our funds, they have also in many cases contributed to positive operating performance at our funds' portfolio companies. To the extent global markets enter a period of slower growth relative to recent years, such period of economic slowdown (which may be across one or more industries, sectors or geographies), may contribute to poor financial results at our funds' portfolio companies, which may result in lower investment returns for our funds. For example, periods of economic weakness have in the past and may in the future contribute to a decline in commodity prices and/or volatility in the oil and natural gas markets, each of which would have an adverse effect on our energy investments. The performance of our funds' portfolio companies would also likely be negatively impacted if pressure on wages and other inputs increasingly pressure profit margins. To the extent the performance of those portfolio companies (as well as valuation multiples) do not improve, our funds may sell those assets at values that are less than we projected or even a loss, thereby significantly affecting those investment funds' performance. In addition, as the governing agreements of our funds contain only limited requirements regarding diversification of fund investments (by, for example, sector or geographic region), during periods of economic slowdown in certain sectors or regions, the impact on our funds may be exacerbated by concentration of investments in such sector or region. As a result, our ability to raise new funds, as well as our operating results and cash flows could be adversely affected.



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In addition, during periods of weakness, our funds' portfolio companies may also have difficulty expanding their businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses payable to us. Furthermore, such negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings, thereby potentially resulting in a complete loss of the fund's investment in such portfolio company and a significant negative impact to the investment fund's performance and consequently to our operating results and cash flow, as well as to our reputation. In addition, negative market conditions would also increase the risk of default with respect to investments held by our funds that have significant debt investments, such as our credit-focused funds.

An increase in interest rates and other changes in the debt financing markets could negatively impact the ability of our funds and their portfolio companies to obtain attractive financing or refinancing and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income.

Interest rates have remained at relatively low levels on a historical basis and the U.S. Federal Reserve lowered rates in multiple cuts in 2019, indicating that the current level would likely be held steady for the foreseeable future. There can be no assurance, however, that the Federal Reserve will not raise rates in 2020. A period of sharply rising interest rates could create downward pressure on the price of real estate, increase the cost and availability of debt financing for the transactions our funds pursue and decrease the value of fixed-rate debt investments made by our funds, each of which may have an adverse impact on our business. In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in the area of acquisition financings for private equity and real estate transactions, could have a material adverse impact on our business. For example, a portion of the indebtedness used to finance certain fund investments often includes high-yield debt securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when completing an investment. For example, in late 2018 the credit markets experienced a contraction in the availability of credit, which temporarily impacted the ability to obtain attractive debt financing transactions. Further, the financing of acquisitions or the operations of our funds' portfolio companies with debt may become less attractive due to limitations on the deductibility of corporate interest expense. See "— Comprehensive U.S. federal income tax reform became effective in 2018, which could adversely affect us."

If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues. In addition, rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments.

Our funds’ portfolio companies also regularly utilize the corporate debt markets in order to obtain financing for their operations. To the extent monetary policy, tax or other regulatory changes or difficult credit markets render such financing difficult to obtain, more expensive or otherwise less attractive, this may also negatively impact the financial results of those portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that market conditions and/or tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.

A decline in the pace or size of investment made by our funds may adversely affect our revenues.

The revenues that we earn are driven in part by the pace at which our funds make investments and the size of those investments, and a decline in the pace or the size of such investments may reduce our revenues. The market environment for private equity transactions, for example, recently has been and continues to be characterized by relatively high prices, which can make the deployment of capital more difficult. In addition, many other factors could cause a decline in the pace of investment, including the inability of our investment professionals to identify



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attractive investment opportunities, competition for such opportunities among other potential acquirers, decreased availability of capital on attractive terms and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy or financial markets. In addition, if our funds are unable to deploy capital at a pace that is sufficient to offset the pace of realizations, our fee revenues could decrease.

Our revenue, earnings, net income and cash flow can all vary materially, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common stock to decline.

Our revenue, net income and cash flow can all vary materially due to our reliance on Performance Revenues. We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number of other factors, including timing of realizations, changes in the valuations of our funds' investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. Achieving steady growth in net income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general increased volatility in the price of our Class A common stock. We also do not provide any guidance regarding our expected quarterly and annual operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased volatility in our Class A common stock price.

Our cash flow may fluctuate significantly due to the fact that we receive Performance Allocations from our carry funds only when investments are realized and achieve a certain preferred return. Performance Allocations depend on our carry funds' performance and opportunities for realizing gains, which may be limited. It takes a substantial period of time to identify attractive investment opportunities, to raise all the funds needed to make an investment and then to realize the cash value (or other proceeds) of an investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds). We cannot predict when, or if, any realization of investments will occur.

The mark-to-market valuations of investments made by our funds are subject to volatility driven by economic and market conditions. Economic and market conditions may also negatively impact our realization opportunities.

The valuations of and realization opportunities for investments made by our funds could also be subject to high volatility as a result of uncertainty regarding governmental policy with respect to, among other things, tax, financial services regulation, international trade, immigration, healthcare, labor, infrastructure and energy.

In addition, upon the realization of a profitable investment by any of our carry funds and prior to our receiving any Performance Allocations in respect of that investment, 100% of the proceeds of that investment must generally be paid to the investors in that carry fund until they have recovered certain fees and expenses and achieved a certain return on all realized investments by that carry fund as well as a recovery of any unrealized losses. If we were to have a realization event in a particular quarter, it may have a significant impact on our results for that particular quarter which may not be replicated in subsequent quarters. We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized gains (or losses) reported by such investment funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue and possibly cash flow, which could further increase the volatility of our quarterly results. Because our carry funds have preferred return thresholds to investors that need to be met prior to our receiving any Performance Allocations, substantial declines in the carrying value of the investment portfolios of a carry fund can significantly delay or eliminate any Performance Allocations paid to us in respect of that fund since the value of the assets in the fund would need to recover to their aggregate cost basis plus the preferred return over time before we would be entitled to receive any Performance Allocations from that fund.



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The timing and receipt of Performance Allocations also varies with the life cycle of our carry funds. During periods in which a relatively large portion of our assets under management is attributable to carry funds and investments in their “harvesting” period, our carry funds would make larger distributions than in the fundraising or investment periods that precede harvesting. During periods in which a significant portion of our assets under management is attributable to carry funds that are not in their harvesting periods, we may receive substantially lower Performance Allocations.

With respect to most of our funds of hedge funds, core+ real estate funds, infrastructure funds and credit-focused and real estate debt funds structured like hedge funds, our incentive income is paid between semi-annually and every five years, and the varying frequency of these payments will contribute to the volatility of our cash flow. Furthermore, we earn this incentive income only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular return threshold. Certain of these funds also have “high water marks” whereby we do not earn incentive income during a particular period even though the fund had positive returns in such period as a result of losses in prior periods. If one of these funds experiences losses, we will not be able to earn incentive income from the fund until it surpasses the previous high water mark. The incentive income we earn is therefore dependent on the net asset value of the fund, which could lead to significant volatility in our results.

Adverse economic and market conditions may adversely affect the amount of cash generated by our businesses, and in turn, our ability to pay dividends to our shareholders.

We use cash to (a) provide capital to facilitate the growth of our existing businesses, which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital for business expansion, (c) pay operating expenses and other obligations as they arise, including servicing our debt and (d) pay dividends to our shareholders and make distributions to the holders of Blackstone Holdings Partnership Units. Our principal sources of cash are: (a) cash we received in connection with our prior bond offerings, (b) Fee Related Earnings and (c) Net Realizations, which is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation. We have also entered into a $1.6 billion revolving credit facility with a final maturity date of September 21, 2023. Our long-term debt totaled $4.7 billion in borrowings from our prior bond issuances and we had no borrowings outstanding against our revolving credit facility as of December 31, 2019. As of December 31, 2019, we had $2.2 billion in cash and cash equivalents and $2.4 billion invested in our corporate treasury investments.

If the global economy and conditions in the financing markets worsen, our fund investment performance could suffer, resulting in, for example, the payment of less or no Performance Allocations to us. This could materially and adversely affect the amount of cash we have on hand, including for, among other purposes, the payment of dividends to our shareholders. Having less cash on hand could in turn require us to rely on other sources of cash (such as the capital markets, which may not be available to us on acceptable terms) for the above purposes. Furthermore, during adverse economic and market conditions, we might not be able to renew all or part of our existing revolving credit facility or find alternate financing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of cash, thereby potentially affecting our liquidity position.

We depend on our founder and other key senior managing directors and the loss of their services would have a material adverse effect on our business, results and financial condition.

We depend on the efforts, skill, reputations and business contacts of our founder, Stephen A. Schwarzman, and other key senior managing directors, the information and deal flow they generate during the normal course of their activities and the synergies among the diverse fields of expertise and knowledge held by our professionals. Accordingly, our success will depend on the continued service of these individuals, who are not obligated to remain employed with us. Several key senior managing directors have left the firm in the past and others may do so in the future, and we cannot predict the impact that the departure of any key senior managing director will have on our ability to achieve our investment objectives. For example, the governing agreements of many of our funds generally provide investors with the ability to terminate the investment period in the event that certain “key



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persons" in the fund do not provide the specified time commitment to the fund or our firm ceases to control the general partner. The loss of the services of any key senior managing directors could have a material adverse effect on our revenues, net income and cash flows and could harm our ability to maintain or grow assets under management in existing funds or raise additional funds in the future. We have historically relied in part on the interests of these professionals in the investment funds' carried interest and incentive fees to discourage them from leaving the firm. However, to the extent our investment funds perform poorly, thereby reducing the potential for carried interest and incentive fees, their interests in carried interest and incentive fees become less valuable to them and become less effective as incentives for them to continue to be employed at Blackstone.

Our senior managing directors and other key personnel possess substantial experience and expertise and have strong business relationships with investors in our funds, clients and other members of the business community. As a result, the loss of these personnel could jeopardize our relationships with investors in our funds, our clients and members of the business community and result in the reduction of assets under management or fewer investment opportunities.

Our publicly traded structure may adversely affect our ability to retain and motivate our senior managing directors and other key personnel and to recruit, retain and motivate new senior managing directors and other key personnel, both of which could adversely affect our business, results and financial condition.

Our most important asset is our people, and our continued success is highly dependent upon the efforts of our senior managing directors and other professionals. Our future success and growth depends to a substantial degree on our ability to retain and motivate our senior managing directors and other key personnel and to strategically recruit, retain and motivate new talented personnel. Most of our current senior managing directors and other senior personnel have equity interests in our business that are primarily partnership units in Blackstone Holdings (as defined under “Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence — Blackstone Holdings Partnership Agreements”) and which entitle such personnel to cash distributions. However, the value of Blackstone Holdings Partnership Units and other Blackstone equity interests, and the distributions in respect thereof, may not be sufficient to retain and motivate our senior managing directors and other key personnel, nor may they be sufficiently attractive to strategically recruit, retain and motivate new talented personnel.

Additionally, the retention of an increasingly larger portion of the Blackstone Holdings Partnership Units held by senior managing directors is not dependent upon their continued employment with us as those equity interests continue to vest as time passes. Moreover, the minimum retained ownership requirements and transfer restrictions to which these interests are subject in certain instances lapse over time, may not be enforceable in all cases and can be waived. There is no guarantee that the non-competition and non-solicitation agreements to which our senior managing directors are subject, together with our other arrangements with them, will prevent them from leaving us, joining our competitors or otherwise competing with us or that these agreements will be enforceable in all cases. In addition, these agreements will expire after a certain period of time, at which point each of our senior managing directors would be free to compete against us and solicit investors in our funds, clients and employees.

We might not be able to provide future senior managing directors with equity interests in our business to the same extent or with the same tax consequences from which our existing senior managing directors previously benefited. For example, the Tax Reform Bill (as defined below) now imposes a longer three-year holding period requirement for carried interest to be treated as long-term capital gain. The longer holding period requirement may result in some of our carried interest being treated as ordinary income, which would materially increase the amount of taxes that our employees and other key personnel would be required to pay. In addition, following the Tax Reform Bill, the tax treatment of carried interest may continue to be an area of focus for policymakers and government officials, which could result in further regulatory action by federal or state governments. For example, certain states, including New York and California, have proposed legislation to levy additional state tax on carried interest. Similarly, there have been changes in the United Kingdom with respect to taxation of carried interest, including the treatment of certain carried interest returns as income, which became effective from April 6, 2016. This change to the treatment of carried interest under the Tax Reform Bill, along with other potential changes in applicable federal, state, local and other tax laws that may be enacted, may adversely affect our ability to recruit, retain and motivate our current and future professionals.



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Alternatively, the value of the equity awards we may issue senior managing directors at any given time may subsequently fall (as reflected in the market price of Class A common stock), which could counteract the incentives we are seeking to induce in them. Therefore, in order to recruit and retain existing and future senior managing directors, we may need to increase the level of compensation that we pay to them. Accordingly, as we promote or hire new senior managing directors over time, we may increase the level of compensation we pay to our senior managing directors, which would cause our total employee compensation and benefits expense as a percentage of our total revenue to increase and adversely affect our profitability. In addition, issuance of equity interests in our business in the future to senior managing directors and other personnel would dilute public Class A shareholders.

We strive to maintain a work environment that reinforces our culture of collaboration, motivation and alignment of interests with investors. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain this culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

## The asset management business is intensely competitive.

The asset management business is intensely competitive, with competition based on a variety of factors, including investment performance, the quality of service provided to clients, investor liquidity and willingness to invest, fund terms (including fees), brand recognition and business reputation. Our asset management business competes with a number of private equity funds, specialized investment funds, hedge funds, funds of hedge funds and other sponsors managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions (including sovereign wealth funds), and we expect that competition will continue to increase. For example, certain traditional asset managers have developed their own private equity platforms and are marketing other asset allocation strategies as alternatives to hedge fund investments. Additionally, developments in financial technology, or fintech, such as distributed ledger technology, or blockchain, have the potential to disrupt the financial industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase our competitive risks:

- a number of our competitors in some of our businesses have greater financial, technical, marketing and other resources and more personnel than we do,

• some of our funds may not perform as well as competitors’ funds or other available investment products,

- several of our competitors have significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit,

- some of our competitors, particularly strategic competitors, may have a lower cost of capital, which may be exacerbated to the extent potential changes to the Internal Revenue Code limit the deductibility of interest expense,

- some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities,

- some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do,

- some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors,



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- some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make,

- some of our competitors may be more successful than us in the development and implementation of new technology to address investor demand for product and strategy innovation, particularly in the hedge fund industry,

- there are relatively few barriers to entry impeding new alternative asset fund management firms, and the successful efforts of new entrants into our various businesses, including former “star” portfolio managers at large diversified financial institutions as well as such institutions themselves, is expected to continue to result in increased competition,

- some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do,

- our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment,

- some investors may prefer to invest with an investment manager that is not publicly traded or is smaller with only one or two investment products that it manages, and

• other industry participants will from time to time seek to recruit our investment professionals and other employees away from us.

We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match investment prices, structures and terms offered by competitors. Moreover, if we are forced to compete with other alternative asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to those of our competitors. However, there is a risk that fees and carried interest in the alternative investment management industry will decline, without regard to the historical performance of a manager. Fee or carried interest income reductions on existing or future funds, without corresponding decreases in our cost structure, would adversely affect our revenues and profitability.

In addition, the attractiveness of our investment funds relative to investments in other investment products could decrease depending on economic conditions. Furthermore, any deregulatory measures for the U.S. financial services industry undertaken by the U.S. Congress or the Trump administration may create additional competition for many of our funds. See “— Financial deregulation measures proposed and enacted by the Trump administration, members of the U.S. Congress and regulatory agencies, may create regulatory uncertainty for the financial sector, increase competition in certain of our investment strategies and adversely affect our business, financial condition and results of operations.”

This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future investment funds, either of which would adversely impact our business, revenue, results of operations and cash flow.

Our organizational documents do not limit our ability to enter into new lines of businesses, and we may expand into new investment strategies, geographic markets and businesses, each of which may result in additional risks and uncertainties in our businesses.

Our plan, to the extent that market conditions permit, is to continue to grow our investment businesses and expand into new investment strategies, geographic markets and businesses. Our organizational documents do not limit us to investment management businesses. Accordingly, we have pursued and may continue to pursue growth through acquisitions of asset managers and other investment management companies, acquisitions of critical



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business partners, or other strategic initiatives. To the extent we make strategic investments or acquisitions, undertake other strategic initiatives or enter into a new line of business, we will face numerous risks and uncertainties, including risks associated with (a) the required investment of capital and other resources, (b) the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, (c) the diversion of management's attention from our core businesses, (d) assumption of liabilities in any acquired business, (e) the disruption of our ongoing businesses, (f) the increasing demands on or issues related to the combining or integrating operational and management systems and controls, (g) compliance with additional regulatory requirements and (h) the broadening of our geographic footprint, including the risks associated with conducting operations in non-U.S. jurisdictions.

Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. For example, we have increasingly undertaken business initiatives to offer registered investment products to retail investors. These activities have and will continue to impose additional compliance burdens on us and could also subject us to enhanced regulatory scrutiny and expose us to greater reputation and litigation risk. See “— We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to retail investors, which could expose us to new and greater levels of risk.” In addition, if a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected. Our strategic initiatives may include, among other things, initiatives seeking to expand our and our portfolio companies’ data science capabilities, which require a robust legal and compliance framework, and entry into joint ventures, which may require us to be dependent on, and subject us to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control.

If we are unable to consummate or successfully integrate additional development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

Our growth strategy is based, in part, on the selective development or acquisition of asset management businesses or other businesses complementary to our business where we think we can add substantial value or generate substantial returns. The success of this strategy will depend on, among other things: (a) the availability of suitable opportunities, (b) the level of competition from other companies that may have greater financial resources, (c) our ability to value potential development or acquisition opportunities accurately and negotiate acceptable terms for those opportunities, (d) our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays and (e) our ability to identify and enter into mutually beneficial relationships with venture partners. Moreover, even if we are able to identify and successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with integrating and overseeing the operations of the new businesses. If we are not successful in implementing our growth strategy, our business, financial results and the market price for our Class A common stock may be adversely affected.

The spin-off of our financial and strategic advisory services, restructuring and reorganization advisory services, and Park Hill fund placement businesses could result in substantial tax liability for us.

On October 1, 2015, we completed the previously announced spin-off of our financial and strategic advisory services, restructuring and reorganization advisory services, and Park Hill fund placement businesses and combined these businesses with PJT Partners, an independent financial advisory firm founded by Paul J. Taubman, to form an independent publicly traded company. We may be responsible for U.S. federal income tax liabilities that relate to the spin-off if certain internal reorganization transactions in connection with the spin-off fail to qualify as tax-free.



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Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely impact our effective tax rate and tax liability.

Our effective tax rate and tax liability is based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us and our funds is sometimes open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Regarding the impact of the Conversion on our income taxes, see “Part II. Item 8. Financial Statements and Supplementary Data — Note 15. Income Taxes.”

## Comprehensive U.S. federal income tax reform became effective in 2018, which could adversely affect us.

U.S. federal income tax reform legislation known as the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017 (the "Tax Reform Bill") has resulted in fundamental changes to the Internal Revenue Code. Changes to U.S. tax laws resulting from the Tax Reform Bill, including reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, and a longer three-year holding period requirement for carried interest to be treated as long-term capital gain could have an adverse effect on our business operations and our funds' investment activities. These and other changes from the Tax Reform Bill — including limitations on the use, carryback and carryforward of net operating losses and changes relating to the scope and timing of U.S. taxation on earnings from international business operations — could also have an adverse effect on us or our portfolio companies. The exact impact of the Tax Reform Bill for future years is difficult to quantify, but these changes could have an adverse effect on our business, results of operations and financial condition. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, subject carried interest to more onerous taxation or effect other changes that could have a material adverse effect on our business, results of operations and financial condition. Such changes could also include tax laws enacted by state or local governments in response to the Tax Reform Bill that could result in further changes to state and local taxation and materially affect our financial position and results of operations.

## Additional proposed changes in taxation of businesses could adversely affect us.

Congress, the Organization for Economic Co-operation and Development ("OECD") and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies. The OECD, which represents a coalition of member countries, is contemplating changes to numerous long-standing tax principles through its base erosion and profit shifting ("BEPS") project, which is focused on a number of issues, including the shifting of profits between affiliated entities in different tax jurisdictions, interest deductibility and eligibility for the benefits of double tax treaties. Several of the proposed measures are potentially relevant to some of our structures and could have an adverse tax impact on our funds, investors and/or our portfolio companies. Some member countries have been moving forward on the BEPS agenda but, because timing of implementation and the specific measures adopted will vary among participating states, significant uncertainty remains regarding the impact of BEPS proposals. If implemented, these proposals could result in a loss of tax treaty benefits and increased taxes on income from our investments.

A number of European jurisdictions have enacted taxes on financial transactions, and the European Commission has proposed legislation to harmonize these taxes under the so-called “enhanced cooperation procedure,” which provides for adoption of EU-level legislation applicable to some but not all EU Member States. These contemplated changes, if adopted by individual countries, could increase tax uncertainty and/or costs faced by us, our funds’ portfolio companies and our investors, change our business model and cause other adverse consequences. The timing or impact of these proposals is unclear at this point. In addition, tax laws, regulations and interpretations are subject to continual changes, which could adversely affect our structures or returns to our investors. For instance, various countries have adopted or proposed tax legislation that may adversely affect portfolio companies and investment structures in countries in which our funds have invested and may limit the benefits of additional investments in those countries.



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Changes in U.S. and foreign tax law could adversely affect our ability to raise funds from certain foreign investors or increase our compliance or withholding tax costs.

Under the U.S. Foreign Account Tax Compliance Act (“FATCA”), all entities in a broadly defined class of foreign financial institutions (“FFIs”) are required to comply with a complicated and expansive reporting regime or be subject to a 30% United States withholding tax on certain U.S. payments, and non-U.S. entities which are not FFIs are required to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership or be subject to a 30% U.S. withholding tax on certain U.S. payments. The reporting obligations imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS. In addition, the administrative and economic costs of compliance with FATCA may discourage some foreign investors from investing in U.S. funds, which could adversely affect our ability to raise funds from these investors. Other countries such as Luxembourg, the U.K. and the Cayman Islands have implemented regimes similar to that of FATCA. For example, under an initiative known as Global FATCA, more than 100 OECD member countries have committed to automatic exchange of information relating to accounts held by tax residents of signatory countries, using a Common Reporting Standard (“CRS”). Compliance with such regimes could result in increased administrative and compliance costs and could subject our investment entities to increased withholding taxes.

## The U.K.'s withdrawal from the European Union may negatively impact the value of certain of our assets.

On January 31, 2020, the U.K. withdrew from the European Union (“Brexit”), with a transition period lasting until December 31, 2020. During the transition period, existing arrangements between the U.K. and the EU will remain in place while the U.K. and the European Union (the “EU”) seek to negotiate a free trade agreement that will govern the trading relationship between the U.K. and the EU following the transition period.

There is ongoing uncertainty regarding the terms of a free trade agreement between the U.K. and the EU, including whether agreement will be reached by the end of the transition period. Such agreement may include tariffs, a non-tariff barrier, customs checks, a limitation on the provision of cross-border services, changes in withholding taxes, restrictions on movement of employees and restrictions on the transfer of personal data, all of which could impact the attractiveness of the U.K. as a global business and financial center. Although the long-term impact of such changes, and of Brexit more broadly, is uncertain, Brexit may have an adverse effect on the rate of economic growth in the U.K. and Europe, which may negatively impact asset values in those regions. In addition, given the size and global significance of the U.K.'s economy, ongoing uncertainty regarding its political and economic relationships with Europe may continue to be a source of instability in markets outside of the U.K. and Europe.

In addition, since the result of the Brexit referendum in mid-2016, the British pound has experienced periods of weakness. If the British pound experiences a decline as a result of Brexit’s effectiveness, the mark-to-market valuations of our British pound-denominated investments may be negatively impacted. Weakness in the British pound may also contribute to volatility in other currencies, including the euro, which may negatively impact the mark-to-market valuations of our euro denominated investments. Weakness or significant fluctuation in currency exchange rates may also adversely impact our financial results as a result of the conversion of investment principal and income from one currency into another.

Cybersecurity risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Our operations are highly dependent on our information systems and technology and we rely heavily on our financial, accounting, communications and other data processing systems. Our systems may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise. In addition, our systems face ongoing cybersecurity threats and attacks. Attacks on our systems could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including



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through the introduction of computer viruses, “phishing” attempts and other forms of social engineering. Cyberattacks and other security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees.

There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alternative asset management firm, we hold a significant amount of confidential and sensitive information about our investors, our portfolio companies and potential investments. As a result, we may face a heightened risk of a security breach or disruption with respect to this information. There can be no assurance that measures we take to ensure the integrity of our systems will provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful. If our systems are compromised, do not operate properly or are disabled, or we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer financial loss, a disruption of our businesses, liability to our investment funds and fund investors, regulatory intervention or reputational damage. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

In addition, we could also suffer losses in connection with updates to, or the failure to timely update, our information systems and technology. In addition, we have become increasingly reliant on third party service providers for certain aspects of our business, including for the administration of certain funds, as well as for certain information systems and technology, including cloud-based services. These third party service providers could also face ongoing cyber security threats and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain confidential data.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including, as examples the General Data Protection Regulation (“GDPR”) in the European Union and that went into effect in May 2018 and the California Consumer Privacy Act (“CCPA”). See “— Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcements risks and reputational damage.” Some jurisdictions have also enacted laws requiring companies to notify individuals and government agencies of data security breaches involving certain types of personal data.

Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our, our employees' or our fund investors' or counterparties' confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our employees', our fund investors', our counterparties' or third parties' business and operations, which could result in significant financial losses, increased costs, liability to our fund investors and other counterparties, regulatory intervention and reputational damage. Furthermore, if we fail to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of breach in a timely matter, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause our fund investors and clients to lose confidence in the effectiveness of our security measures.

Our portfolio companies also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. Our funds may invest in strategic assets having a national or regional profile or in infrastructure, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses. Such an event may have material adverse consequences on our investment or assets of the same type or may require portfolio companies to increase preventative security measures or expand insurance coverage.

Finally, our technology, data and intellectual property and the technology, data and intellectual property of our portfolio companies are also subject to a heightened risk of theft or compromise to the extent we and our portfolio companies engage in operations outside the United States, in particular in those jurisdictions that do not



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have comparable levels of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, we and our portfolio companies may be required to compromise protections or forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of these assets could have a material adverse impact on us and our portfolio companies.

Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.

We and our portfolio companies are subject to various risks and costs associated with the collection, processing, storage and transmission of personally identifiable information ("PII") and other sensitive and confidential information. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties. Our compliance obligations include those relating to U.S. laws such as the CCPA, which provides for enhanced consumer protections for California residents, a private right of action for data breaches and statutory fines and damages for data breaches or other CCPA violations, as well as well as a requirement of "reasonable" cybersecurity. Our compliance obligations also include those relating to foreign data collection and privacy laws, including, for example, the GDPR in Europe, the Japanese Personal Information Protection Act, the Hong Kong Personal Data (Privacy) Ordinance, the Australian Privacy Act and the Brazilian Bank Secrecy Law. Global laws in this area are rapidly increasing in the scale and depth of their requirements, and are also often extra-territorial in nature. In addition, a wide range of regulators are seeking to enforce these laws across regions and borders. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties. These legal and contractual obligations heighten our privacy obligations in the ordinary course of conducting our business in the U.S. and internationally.

While we have taken various measures and made significant efforts and investment to ensure that our policies, processes and systems are both robust and compliance with these obligations, our potential liability remains, particularly given the continued and rapid development of privacy laws and regulations around the world, and increased enforcement action. Any inability, or perceived inability, by us or our portfolio companies to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our and our portfolio companies' business and operations, and a loss of client (including investor) confidence and other reputational damage. Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us and our portfolio companies to comply with such laws and regulations continues to increase and become a significant compliance workstream.

Our operations are highly dependent on the information system and technology infrastructure that supports our business.

We depend on our headquarters in New York City, where many of our personnel are located, for the continued operation of our business. A disaster or a disruption in the infrastructure that supports our businesses, as a result of a cybersecurity incident or otherwise, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery and business continuity programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

Our operations are highly dependent on our information systems and technology and we rely heavily on our financial, accounting, communications and other data processing systems, each of which may require update and enhancement as we grow our business. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to adapt to or accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.



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In addition, we have become increasingly reliant on third party service providers for certain aspects of our business, including for the administration of certain funds, as well as for certain information systems and technology, including cloud-based services. In addition to the fact that these third party service providers could also face ongoing cyber security threats and compromises of their systems, we generally have less control over the delivery of such third-party services, and as a result, we may face disruptions to our ability to operate a business as a result of interruptions of such services. Any interruption or deterioration in the performance of these third parties or failures or compromises of their information systems and technology could impair the operations of us and our funds and adversely affect our reputation and businesses. See “— Cybersecurity risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations” and “— Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.”

Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.

Our business is subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships or the commencement of a civil or criminal lawsuit against us or our personnel. Moreover, the financial services industry in recent years has been the subject of heightened scrutiny, and the SEC has specifically focused on private equity. In that connection, in recent years the SEC’s stated examination priorities have included, among other things, private equity firms’ collection of fees and allocation of expenses, their marketing and valuation practices, allocation of investment opportunities and policies and procedures with respect to conflicts of interest. We regularly are subject to requests for information and informal or formal investigations by the SEC and other regulatory authorities, with which we routinely cooperate, and which have included review of historical practices that were previously examined. Such investigations have previously and may in the future result in penalties and other sanctions. SEC actions and initiatives can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing clients or fail to gain new clients.

## We rely on complex exemptions from statutes in conducting our asset management activities.

We regularly rely on exemptions from various requirements of the U.S. Securities Act of 1933, as amended, or "Securities Act," the Exchange Act, the 1940 Act, the Commodity Exchange Act and the U.S. Employee Retirement Income Security Act of 1974, as amended, in conducting our asset management activities. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. If for any reason these exemptions were to become unavailable to us, we could become subject to regulatory action or third party claims and our business could be materially and adversely affected. For example, the "bad actor" disqualification provisions of Rule 506 of Regulation D under the Securities Act ban an issuer from offering or selling securities pursuant to the safe harbor rule in Rule 506 if the issuer or any other "covered person" is the subject of a criminal, regulatory or court order or other "disqualifying event" under the rule which has not been waived. The definition of "covered person" includes an issuer's directors, general partners, managing members and executive officers; affiliates who are also issuing securities in the offering; beneficial owners of 20% or more of the issuer's outstanding equity securities; and promoters and persons compensated for soliciting investors in the offering. Accordingly, our ability to rely on Rule 506 to offer or sell securities would be impaired if



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we or any “covered person” is the subject of a disqualifying event under the rule and we are unable to obtain a waiver. The requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our investment funds and are not designed to protect our Class A common shareholders. Consequently, these regulations often serve to limit our activities and impose burdensome compliance requirements.

## Financial regulatory changes in the United States could adversely affect our business.

The financial services industry is, and continues to be, the subject of heightened regulatory scrutiny in the United States. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in July 2010, imposed significant changes on almost every aspect of the U.S. financial services industry, including aspects of our business, which include, without limitation, credit risk retention rules for certain sponsors of asset-backed securities, strengthening the oversight and supervision of the OTC derivatives and securities markets, as well as creating the Financial Stability Oversight Counsel ("FSOC"), an interagency body charged with identifying and monitoring systemic risk to financial markets.

Rule 206(4)-5 under the Advisers Act prohibits investment advisers from providing advisory services for compensation to a government plan investor for two years, subject to limited exceptions, after the investment adviser, its senior executives or its personnel involved in soliciting investments from government entities make political contributions to certain candidates and officials in position to influence the hiring of an investment adviser by such government client. Advisers are required to implement compliance policies designed, among other matters, to comply with this rule. Any failure on our part to comply with the rule could expose us to significant penalties and reputational damage. In addition, there have been similar rules on a state level regarding “pay to play” practices by investment advisers.

On June 5, 2019, the SEC adopted a package of rulemakings and interpretations that address the standards of conduct and disclosure obligations applicable to investment advisers and broker-dealers. Among other things, the SEC published an interpretation of the standard of conduct for investment advisers, and adopted “Regulation Best Interest”, which establishes a standard of conduct for broker-dealers and their associated persons. It is too early to predict all of the effects these rulemakings may have on our business. However, the new rules and processes related thereto may involve increased costs, including, but not limited to, compliance costs. In addition, several states have taken actions to potentially introduce new conduct standards for investment advisers and broker-dealers, operating in these states. While these state conduct standards are not finalized, any such proposed state laws or regulations may result in additional requirements related to our business. Further, the U.S. Department of Labor (“DOL”) has indicated it may promulgate a new investment advice fiduciary rule under ERISA. At this point, however, how any new DOL fiduciary rule will work in conjunction with the rulemakings adopted by the SEC or those proposed by the states is unclear. Depending on how Regulation Best Interest and the associated rulemakings are implemented and whether the DOL or the various states adopt any additional rules governing the conduct of investment advisers and broker-dealers, any such rule or regulation could have an adverse effect on the distribution of our products to certain investors.

Any changes in the regulatory framework applicable to our business, including the changes described above, may impose additional compliance and other costs, increase regulatory investigations of the investment activities of our funds, require the attention of our senior management, affect the manner in which we conduct our business and adversely affect our profitability. The full extent of the impact on us of the Dodd-Frank Act or any other new laws, regulations or initiatives that may be proposed, including by the Trump administration, which has expressed support for, and proposed, potential modifications to the Dodd-Frank Act and other deregulatory measures, is impossible to determine.



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Financial deregulation measures proposed and enacted by the Trump administration, members of the U.S. Congress and regulatory agencies may create regulatory uncertainty for the financial sector, increase competition in certain of our investment strategies and adversely affect our business, financial condition and results of operations.

On May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Reform Act") was signed into law. Among other financial regulatory changes, the Reform Act amends various sections of the Dodd-Frank Act, including by modifying the Volcker Rule to exempt certain insured depository institutions. In 2019, U.S. federal regulatory agencies adopted (a) amendments to the Volcker Rule regulations to implement the Volcker Rule amendments included in the Reform Act (b) certain targeted amendments to the Volcker Rule regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In January 2020, the U.S. federal regulatory agencies proposed additional revisions to the Volcker Rule's current restrictions on banking entities sponsoring and investing in certain covered hedge funds and private equity funds, including by proposing new exemptions allowing banking entities to sponsor and invest without limit in credit funds, venture capital funds, customer facilitation funds and family wealth management vehicles. The proposal would also loosen certain other restrictions on extraterritorial fund activities and direct parallel or co-investments made alongside covered funds. The proposed revisions have not yet been adopted and are subject to change, but if adopted, the proposal would expand the ability of banking entities to invest in and sponsor private funds. This proposal, the Reform Act and such regulatory developments and various other proposals focused on deregulation of the U.S. financial services industry may have the effect of increasing competition for our businesses. For example, increased competition from banks and other financial institutions in the credit markets could have the effect of reducing credit spreads, which may adversely affect the revenues of our credit and other businesses whose strategies include the provision of credit to borrowers.

Whether any particular other legislative or regulatory proposals will be enacted or adopted remains unclear. In addition, a determination as to the full extent of any impact on us or any of the portfolio companies of our funds of any such potential financial reform legislation, or whether any such proposal will become law, is not possible to determine. Any changes in the regulatory framework applicable to our business or the businesses of the portfolio companies of our funds, including the changes described above, may impose additional costs, require the attention of our senior management or result in limitations on the manner in which business is conducted, or may ultimately have an adverse impact on the competitiveness of certain non-bank financial service providers vis-à-vis traditional banking organizations.

The potential for further governmental policy and/or legislative changes and regulatory reform creates uncertainty for our investment strategies, may make it more difficult to operate our business, and may adversely affect the profitability of our funds' portfolio companies.

Governmental policy and/or legislative changes and regulatory reform could have a material impact on the investment strategies of our funds, and a prolonged environment of regulatory uncertainty may make the identification of attractive investment opportunities and the deployment of capital more challenging. Further, governmental policy and/or legislative changes and regulatory reform could make it more difficult for us to operate our business, including by impeding fundraising, making certain investments or investment strategies unattractive or less profitable. In addition, our ability to identify business and other risks associated with new investments depends in part on our ability to anticipate and accurately assess regulatory, legislative and other changes that may have a material impact on the businesses in which we choose to invest. The failure to accurately anticipate the possible outcome of such changes and/or reforms could have a material adverse effect on the returns generated from our funds' investments and our revenues.

Since 2018, the U.S. has imposed various tariffs on Chinese goods, including aluminum and steels, and China has retaliated by placing tariffs on various U.S. goods. While both countries signed a preliminary trade agreement in January 2020 halting further tariffs and increasing sales of U.S. goods to China, the agreement leaves in place most tariffs on Chinese goods. The final outcome of the negotiations and agreements is not possible to predict. Further escalation of the “trade war” between the U.S. and China, or the countries’ inability to reach further trade agreements, may negatively impact the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing growth. Such slowing growth could adversely affect the revenues and profitability of our funds’ portfolio companies.



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Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the U.S.

President Trump has also advocated for greater restrictions on international trade generally and has expressed antipathy toward certain international trade agreements and organizations, including the North American Free Trade Agreement (“NAFTA”) and the World Trade Organization (the “WTO”). In December 2019, the U.S., Mexico and Canada signed the amended United States-Mexico-Canada Agreement (the “USMCA”), which, once ratified by all three countries, will replace NAFTA. The impact that the USMCA will have on us and our portfolio companies is difficult to predict. If the U.S. were to withdraw from or materially modify any other international trade agreements to which it is a party, or if the U.S. were to withdraw from trade organizations such as the WTO, certain foreign-sourced goods that are sold or purchased by our portfolio companies may no longer be available at commercially attractive prices or at all, which in turn could adversely affect the revenues and profitability of such companies.

Further, the Trump administration has outlined governmental policy changes and/or regulatory reform in multiple other areas, including tax, immigration, healthcare, labor, infrastructure and energy. While there is currently a substantial lack of clarity around the likelihood, timing and details of many such potential changes, such changes may adversely affect the companies in which we have invested or choose to invest in the future in a number of ways, including, without limitation:

- Immigration reform has been a continued area of focus for the Trump administration. Although the details and timing of potential changes to immigration law are difficult to predict, restrictions on the ability of individuals from certain countries to obtain non-immigrant visas or limitations on the number of individuals eligible for U.S. work visas may make it more difficult for current and future portfolio companies to recruit and retain skilled foreign workers and may increase labor and compliance costs.

- Effective for months beginning after December 31, 2018, the Tax Reform Bill provides for the repeal of the provision of the Patient Protection and Affordable Care Act (“ACA”), which requires certain individuals without minimum health coverage to pay a penalty. This repeal and other measures being pursued by the Trump administration could result in an increase in the size of the uninsured population or a reduction in funds presently available to patients as a result of the repeal of this provision or the potential repeal of other significant portions of the ACA could adversely affect multiple businesses in the healthcare industry, including pharmaceutical companies that benefit from purchases by individuals covered by government-subsidized insurance, hospitals that may be required to increase write-offs for bad debt resulting from the inability of insured patients to pay for care and insurance companies that have developed effective plans for participating in healthcare exchanges. Further, one court has ruled that the ACA is unconstitutional, but stayed that decision pending resolution of an appeal. If that decision is not reversed on appeal, that could exacerbate the types of adverse developments that are described above.

Although there is a substantial lack of clarity regarding the likelihood, timing and details of any such potential changes or reforms, such changes or reforms may impose additional costs on the companies in which we have invested or choose to invest in the future, require the attention of senior management or result in limitations on the manner in which the companies in which we have invested or choose to invest in the future conduct business.

In July 2019, proposed legislation was introduced into the U.S. Congress that contains a number of provisions that, if they were to become law, would adversely impact alternative asset management firms. Among other things, the bill would: potentially expose private funds and certain holders of economic interests therein to the liabilities of portfolio companies; require private funds to offer identical terms



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and benefits to all limited partners; require disclosure of names of each limited partner invested in a private fund, as well as sensitive fund-and portfolio company-level information; impose a limitation on the deductibility of interest expense only applicable to companies owned by private funds; modify settled bankruptcy law to target transactions by private equity funds; increase tax rates on carried interest; and prohibit portfolio companies from paying dividends or repurchasing their shares during the first two years following the acquisition of the portfolio company. If the proposed bill, or other similar legislation, were to become law, it would adversely affect us, our portfolio companies and our investors.

We and our affiliates from time to time are required to report specified dealings or transactions involving Iran or other sanctioned individuals or entities.

The Iran Threat Reduction and Syria Human Rights Act of 2012 ("ITRA") expands the scope of U.S. sanctions against Iran. Additionally, Section 219 of the ITRA amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, ITRA requires companies to disclose these types of transactions even if they were permissible under U.S. law. Companies that currently may be or may have been at the time considered our affiliates have from time to time publicly filed and/or provided to us the disclosures reproduced on Exhibit 99.1 of our Quarterly Reports. We do not independently verify or participate in the preparation of these disclosures. We are required to separately file with the SEC a notice when such activities have been disclosed in this report, and the SEC is required to post such notice of disclosure on its website and send the report to the President and certain U.S. Congressional committees. The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, determine whether sanctions should be imposed. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business, and any failure to disclose any such activities as required could additionally result in fines or penalties.

We are subject to increasing scrutiny from certain investors with respect to the societal and environmental impact of investments made by our funds, which may constrain capital deployment opportunities for our funds and adversely impact our ability to raise capital from such investors.

In recent years, certain investors, including public pension funds, have placed increasing importance on the negative impacts of investments made by the private equity and other funds to which they commit capital, including with respect to environmental, social and governance (“ESG”) matters. Certain investors have also demonstrated increased activism with respect to existing investments, including by urging asset managers to take certain actions that could adversely impact the value of an investment, or refrain from taking certain actions that could improve the value of an investment. At times, investors have conditioned future capital commitments on the taking or refraining from taking of such actions. Increased focus and activism related to ESG and similar matters may constrain our capital deployment opportunities, and the demands of certain investors, including public pension funds, may further limit the types of investments that are available to our funds. In addition, investors, including public pension funds, which represent a significant portion of our funds’ investor bases, may decide to withdraw previously committed capital from our funds (where such withdrawal is permitted) or to not commit capital to future fundraisers as a result of their assessment of our approach to and consideration of the social cost of investments made by our funds. To the extent our access to capital from investors, including public pension funds, is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely impact our revenues.

In addition, ESG matters have been the subject of increased focus by certain regulators in the EU. For example, the European Commission has proposed legislative reforms, which include, without limitation: (a) Regulation 2019/2088 regarding the introduction of transparency and disclosure obligations for investors, funds and asset managers in relation to ESG factors, for which most rules are proposed to take effect beginning on March 10, 2021 and (b) a proposed regulation regarding the introduction of EU-wide taxonomy of environmentally sustainable activities, which is proposed to take effect in a staggered approach beginning on December 31, 2021. As a result of these legislative initiatives, we may be required to provide additional disclosure to investors in our funds with respect to ESG matters.



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## Regulatory changes in jurisdictions outside the United States could adversely affect our business.

Similar to the environment in the United States, the current environment in jurisdictions outside the United States in which we operate, in particular Europe, has become subject to further regulation. Governmental regulators and other authorities in Europe have proposed or implemented a number of initiatives and additional rules and regulations that could adversely affect our business. Increasingly, the rules and regulations in the financial sector in Europe are becoming more prescriptive. Rules and regulations in other jurisdictions are often informed by key features of U.S. and European rules and regulations and as a result, our businesses outside of the United States and Europe, including across Asia, may become subject to increased regulation in the future.

In Europe, the AIFMD, as transposed into national law within the member states of the European Economic Area ("EEA"), was implemented in 2013 and established a new regulatory regime for alternative investment fund managers, including private equity and hedge fund managers. The AIFMD regulates managers established in or with a registered office in the EEA managing one or more alternative investments funds, but it also regulates non-EEA based managers, such as our affiliates, when they seek to market alternative investment funds in the EEA. We have had to comply with these and other requirements of the AIFMD in order to market certain of our investment funds to professional investors in the EEA, including compliance with prescribed pre-investment disclosures, prescribed annual report disclosures, periodic reporting to regulators in respect of each fund marketed, and asset-stripping restrictions in relation to the acquisition of non-listed companies or issuers established in the EEA (these restrictions prohibit certain distributions to shareholders for 24 months following closing of an acquisition).

Our AIFM in Luxembourg and the European fund structures in respect of which it is the appointed investment manager, are subject to the full requirements of the AIFMD, such as rules relating to, among other things, depositary oversight, remuneration, minimum regulatory capital requirements, restrictions on the use of leverage, requirements in relation to liquidity, risk management and valuation of assets. The establishment of a platform in the EEA has increased the ongoing cost of administration and compliance with the AIFMD, including costs and expenses of collecting and collating data of the EEA funds and the preparation of regular reports to be filed with the regulator. The advantages of this structure potentially come at a cost of greater overall complexity, higher compliance and administration costs.

The EU Securitization Regulation (the “Securitization Regulation”), which became effective on January 1, 2019, repealed and replaced the securitization provisions in a range of sector-specific European Union legislation, including the AIFMD. The Securitization Regulation imposes due diligence and risk retention requirements on “institutional investors,” which includes managers of alternative investment funds assets, and constrains the ability of alternative investment funds to invest in securitization positions that do not comply with the prescribed risk retention requirements. Unlike the predecessor provisions, these requirements may apply not only to AIFs managed by EU AIFMs but may also apply to AIFs managed by non-EU AIFMs where those AIFs have been registered for marketing in the EU under Article 42 of the AIFMD. Consequently, the requirements apply to any Blackstone managed investment funds that have been registered for marketing in the EU. Given the expanded breadth of the revised regulation, this may impact or limit our funds’ ability to make certain investments that constitute “securitizations” under the Securitization Regulation and may impose additional reporting obligations on securitizations, which may increase the costs of managing such vehicles. In addition, the existence of the requirement to “retain risk” limits the ability of the investment manager to market portions of the securitization to investors, which may result in less fee revenues to us.

The EU Markets in Financial Instruments Directive II, as transposed into national law within the member states of the EU and the EU Markets in Financial Instruments Regulation (collectively, "MiFID II"), came into force on January 3, 2018 and overhauled and expanded the existing body of EU law regulating investment firms, which had been in effect since 2007. MiFID II requires, among other things, all MiFID investment firms, including private equity and hedge fund managers, to comply with more prescriptive disclosure, transparency, reporting and recordkeeping obligations and enhanced obligations in relation to the receipt of investment research, best



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execution, product governance and marketing communications. As we operate investment firms which are subject to MiFID, we have implemented revised policies and procedures to comply with MiFID II where relevant, including where certain rules have an extraterritorial impact on the firm. Compliance with MiFID II has resulted in greater overall complexity, higher compliance and administration and operational costs and less overall flexibility.

As with any other organization that holds personal data of EU data subjects, we are required to comply with the GDPR because, among other things, we process European individuals' personal data in the U.S. via our global technology systems. Financial regulators and data protection authorities throughout the EU have significantly increased audit and investigatory powers under GDPR to probe how personal data is being used and processed. Penalties for non-compliance are material. Serious breaches of GDPR include antitrust-like fines on companies of up to the greater of € 20 million or 4% of global group turnover in the preceding year, regulatory action and reputational risk. See “— Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.”

The FSB has taken on an increasingly important role in promoting the reform of international financial regulation through coordinating national financial authorities and international standard-setting bodies in their development of regulatory, supervisory and financial sector policies. One of the risks identified by the FSB to the stability of the financial system is credit intermediation (involving maturity and liquidity transformation) and/or a build-up of leverage by non-bank entities — so-called “shadow banking.”

The European Banking Authority (“EBA”) has issued guidelines which set appropriate aggregate limits to shadow banking entities when carrying out banking activities. While most alternative investment funds are excluded from the definition of “shadow banking entity,” funds that use leverage on a substantial basis at fund level or have certain third party lending exposures are within the definition. When dealing with shadow banking entities, the EEA financial institution would be required to implement additional effective processes (including with respect to due diligence) and set internal aggregate and individual limits to such exposures where they exceed 0.25% of the institution’s eligible capital. While the guidelines do not themselves introduce a quantitative limit to institutions’ exposures to shadow banking entities at the individual or aggregate exposure level, they place the responsibility on the banking sector to demonstrate that risks are managed effectively. Affected institutions are required to set internal aggregate and individual limits to exposures to individual shadow banking entities which could limit or restrict the availability of credit and/or increase the cost of credit from these institutions for impacted funds.

Our investment businesses are subject to the risk that similar measures might be introduced in other countries in which our funds currently have investments or plan to invest in the future, or that other legislative or regulatory measures that negatively affect their respective portfolio investments might be promulgated in any of the countries in which they invest. Blackstone’s non-U.S. advisory entities are, to the extent required, registered with the relevant regulatory authority of the jurisdiction in which the advisory entity is domiciled. In addition, we voluntarily participate in several transparency initiatives, including those organized by the American Investment Council, the British Private Equity and Venture Capital Association and others calling for the reporting of information concerning companies in which certain of our funds have investments. The reporting related to such initiatives may divert the attention of our personnel and the management teams of our funds’ portfolio companies. Moreover, sensitive business information relating to us or our funds’ portfolio companies could be publicly released.

We are subject to substantial litigation risks and may face significant liabilities and damage to our professional reputation as a result of litigation allegations and negative publicity.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against the financial services industry in general have been increasing. The investment decisions we make in our asset management business and the activities of our investment professionals on behalf of portfolio companies may subject the companies, funds and us to the risk of third party litigation arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of interest, the suitability or manner of distribution of our products, including to retail investors, the activities of our funds' portfolio companies and a



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variety of other litigation claims. From time to time we, our funds and our funds' public portfolio companies have been and may be subject to securities class action lawsuits by shareholders, as well as class action lawsuits that challenge our acquisition transactions and/or attempt to enjoin them. Please see "Item 3. Legal Proceedings" for a discussion of a certain proceeding to which we are currently a party.

In addition, to the extent investors in our investment funds suffer losses resulting from fraud, gross negligence, willful misconduct or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing directors or our affiliates under the federal securities law and/or state law. While the general partners and investment advisers to our investment funds, including their directors, officers, other employees and affiliates, are generally indemnified to the fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of our investment funds, such indemnity does not extend to actions determined to have involved fraud, gross negligence, willful misconduct or other similar misconduct.

The activities of our capital markets services business may also subject us to the risk of liabilities to our clients and third parties, including our clients' shareholders, under securities or other laws in connection with transactions in which we participate.

If any private lawsuits or regulatory actions were brought against us and resulted in a finding of substantial legal liability, it could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations of improper conduct by private litigants, regulators, or employees, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities, our lines of business or distribution channels, our workplace environment, or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm. Fraud and other deceptive practices or other misconduct at our funds' portfolio companies could similarly subject us to liability and reputational damage and also harm performance.

Our employees could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our asset management business and our authority over the assets managed by our asset management business. The violation of these obligations and standards by any of our employees would adversely affect our clients and us. Our business often requires that we deal with confidential matters of great significance to companies in which we may invest. If our employees were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position and current and future business relationships. Detecting or deterring employee misconduct is not always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the Foreign Corrupt Practices Act ("FCPA"). In addition, the U.K. has also significantly expanded the reach of its anti-bribery laws. Local jurisdictions, such as Brazil, have also brought a greater focus to anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA, the U.K. anti-bribery laws or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common stock.



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In addition, we may also be adversely affected if there is misconduct by personnel of portfolio companies in which our funds invest. For example, financial fraud or other deceptive practices at our funds' portfolio companies, or failures by personnel at our funds' portfolio companies to comply with anti-bribery, trade sanctions, anti-harassment or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct and securities litigation, and could also cause significant reputational and business harm to us. Such misconduct may undermine our due diligence efforts with respect to such portfolio companies and could negatively affect the valuations of the investments by our funds in such portfolio companies. In addition, we may face an increased risk of such misconduct to the extent our investment in non-U.S. markets, particularly emerging markets, increases.

Poor performance of our investment funds would cause a decline in our revenue, income and cash flow, may obligate us to repay Performance Allocations previously paid to us, and could adversely affect our ability to raise capital for future investment funds.

In the event that any of our investment funds were to perform poorly, our revenue, income and cash flow would decline because the value of our assets under management would decrease, which would result in a reduction in management fees, and our investment returns would decrease, resulting in a reduction in the Performance Allocations and Incentive Fees we earn. Moreover, we could experience losses on our investments of our own principal as a result of poor investment performance by our investment funds. Furthermore, if, as a result of poor performance of later investments in a carry fund's life, the fund does not achieve certain investment returns for the fund over its life, we will be obligated to repay the amount by which Performance Allocations that were previously distributed to us exceed the amount to which the relevant general partner is ultimately entitled.

Poor performance of our investment funds could make it more difficult for us to raise new capital. Investors in funds might decline to invest in future investment funds we raise and investors in hedge funds or other investment funds might withdraw their investments as a result of poor performance of the investment funds in which they are invested. Investors and potential investors in our funds continually assess our investment funds' performance, and our ability to raise capital for existing and future investment funds and avoid excessive redemption levels will depend on our investment funds' continued satisfactory performance. Accordingly, poor fund performance may deter future investment in our funds and thereby decrease the capital invested in our funds and ultimately, our management fee revenue. Alternatively, in the face of poor fund performance, investors could demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue.

Our asset management business depends in large part on our ability to raise capital from third party investors. A failure to raise capital from third party investors on attractive fee terms or at all, would impact our ability to collect management fees or deploy such capital into investments and potentially collect Performance Allocations, which would materially reduce our revenue and cash flow and adversely affect our financial condition.

Our ability to raise capital from third party investors depends on a number of factors, including certain factors that are outside our control. Certain factors, such as the performance of the stock market and the asset allocation rules or investment policies to which such third party investors are subject, could inhibit or restrict the ability of third party investors to make investments in our investment funds or the asset classes in which our investment funds invest. For example, state politicians and lawmakers in Pennsylvania, New Jersey and North Carolina have taken steps or expressed intent to take steps to reduce or minimize the ability of their state pension funds to invest in alternative asset classes. The Pennsylvania governor, for example, asked the state's two retirement funds to close out their private equity investments in favor of an all-index fund strategy, citing high fees paid to alternative asset managers, and in New Jersey, new commitments by the state pension fund to private equity were frozen in 2018. There is no assurance that other states will not take similar actions, which may impair our access to capital from an investor base that has historically represented a significant portion of our fundraising. In addition, volatility in the valuations of investments, has in the past and may in the future affect our ability to raise capital from third party investors. To the extent periods of volatility are coupled with a lack of realizations from investors' existing private equity and real estate portfolios, such investors may be left with disproportionately outsized remaining commitments to a number of investment funds, which significantly limits such investors' ability to make new commitments to third party managed investment funds such as those managed by us.



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Our ability to raise new funds could similarly be hampered if the general appeal of private equity and other alternative investments were to decline. An investment in a limited partner interest in a private equity fund is more illiquid and the returns on such investment may be more volatile than an investment in securities for which there is a more active and transparent market. In periods of positive markets and low volatility, for example, investors may favor passive investment strategies such as index funds over our actively managed investment vehicles. Alternative investments could also fall into disfavor as a result of concerns about liquidity and short-term performance. Such concerns could be exhibited, in particular, by public pension funds, which have historically been among the largest investors in alternative assets. Many public pension funds are significantly underfunded and their funding problems have been, and may in the future be, exacerbated by economic downturn. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments. Although a number of investors, including certain public pension funds, have increased their allocations to the alternative investments asset class in recent years, there is no assurance that this will continue or that our ability to raise capital from investors will not be hampered. In addition, our ability to raise capital from third parties outside of the U.S. could be limited to the extent other countries, such as China, impose restrictions or limitations on outbound foreign investment.

Moreover, certain institutional investors are demonstrating a preference to in-source their own investment professionals and to make direct investments in alternative assets without the assistance of private equity advisers like us. Such institutional investors may become our competitors and could cease to be our clients. As some existing investors cease or significantly curtail making commitments to alternative investment funds, we may need to identify and attract new investors in order to maintain or increase the size of our investment funds. There are no assurances that we can find or secure commitments from those new investors or that the fee terms of the commitments from such new investors will be consistent with the fees historically paid to us by our investors. If economic conditions were to deteriorate or if we are unable to find new investors, we might raise less than our desired amount for a given fund. Further, as we seek to expand into other asset classes, we may be unable to raise a sufficient amount of capital to adequately support such businesses. A failure to successfully raise capital could materially reduce our revenue and cash flow and adversely affect our financial condition.

In connection with raising new funds or making further investments in existing funds, we negotiate terms for such funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than for prior funds we have managed or funds managed by our competitors, including with respect to management fees, incentive fees and/or carried interest, which could have an adverse impact on our revenues. Such terms could also restrict our ability to raise investment funds with investment objectives or strategies that compete with existing funds, add additional expenses and obligations for us in managing the fund or increase our potential liabilities, all of which could ultimately reduce our revenues. In addition, certain institutional investors, including sovereign wealth funds and public pension funds, have demonstrated an increased preference for alternatives to the traditional investment fund structure, such as managed accounts, smaller funds and co-investment vehicles. There can be no assurance that such alternatives will be as profitable for us as the traditional investment fund structure, or as to the impact such a trend could have on the cost of our operations or profitability if we were to implement these alternative investment structures. In addition, certain institutional investors, including public pension funds, have publicly criticized certain fund fee and expense structures, including management fees and transaction and advisory fees. Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so in our funds. For example, we have confronted and expect to continue to confront requests from a variety of investors and groups representing investors to decrease fees, which could result in a reduction in the fees and Performance Allocations and Incentive Fees we earn.



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Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies across our various businesses.

Because of our various lines of asset management businesses and our capital markets services business, we will be subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight and more legal and contractual restrictions than that to which we would otherwise be subject if we had just one line of business. To mitigate these conflicts and address regulatory, legal and contractual requirements across our various businesses, we have implemented certain policies and procedures (for example, information walls) that may reduce the positive synergies that we cultivate across these businesses for purposes of identifying and managing attractive investments. For example, we may come into possession of material non-public information with respect to issuers in which we may be considering making an investment or issuers in which our affiliates may hold an interest. As a consequence of such policies and procedures, we may be precluded from providing such information or other ideas to our other businesses that might be of benefit to them.

Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and adversely affect our businesses.

As we have expanded and as we continue to expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our funds' investment activities. Investment manager conflicts of interest continue to be a significant area of focus for regulators and the media. Because of our size and the variety of businesses and investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objectives, including funds that have different fee structures and/or investment strategies that are more narrowly focused, and potential conflicts may arise with respect to allocation of investment opportunities among those funds to the extent the fund documents do not mandate a specific investment allocation. For example, we may allocate an investment opportunity that is appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate allocation based on factors or criteria that we determine, such as sourcing of the transaction, specific nature of the investment or size and type of the investment, among other factors. We may also decide to provide a co-investment opportunity to certain investors in lieu of allocating a piece of the investment to our funds. In addition, the challenge of allocating investment opportunities to certain funds may be exacerbated as we expand our business to include more lines of business, including more public vehicles. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that fund investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing fund agreements or our own policies cannot be eliminated. In addition, the perception of non-compliance with such requirements or policies could harm our reputation with fund investors.

We may also cause different funds to invest in a single portfolio company, for example where the fund that made an initial investment no longer has capital available to invest. We may also cause different funds that we manage to purchase different classes of securities in the same portfolio company. For example, one of our CLO funds could acquire a debt security issued by the same company in which one of our private equity funds owns common equity securities. A direct conflict of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns, and we would have to carefully manage that conflict. A decision to acquire material non-public information about a company while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our having to restrict the ability of other funds to take any action. Our affiliates may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio companies to purchase such services from our affiliates rather than an unaffiliated service provider despite the fact that a third party service provider could potentially provide higher quality services or offer them at a lower cost. In addition, conflicts of interest may exist in the valuation of our investments and regarding decisions about the allocation of specific investment and co-investment opportunities among us, our funds and our affiliates, as well as the allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates. Lastly, in certain, infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our investment funds and conflicts may arise in respect of the allocation, pricing and timing of such investments and the ultimate disposition of such investments. A failure to appropriately deal with these, among other, conflicts, could negatively impact our reputation and ability to raise additional funds or result in potential litigation or regulatory action against us.



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## Conflicts of interest may arise in our allocation of co-investment opportunities.

Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among investors and the terms of any such co-investments. As a general matter, our allocation of co-investment opportunities is within our discretion and there can be no assurance that co-investment opportunities of any particular type or amount will become available to any of our investors. We may take into account a variety of factors and considerations we deem relevant in allocating co-investment opportunities, including, without limitation, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, our assessment of a potential co-investor's ability to invest an amount of capital that fits the needs of the investment and our assessment of a potential co-investor's ability to commit to a co-investment opportunity within the required timeframe of the particular transaction.

Our fund documents typically do not mandate specific allocations with respect to co-investments. The investment advisers of our funds may have an incentive to provide potential co-investment opportunities to certain investors in lieu of others and/or in lieu of an allocation to our funds (including, for example, as part of an investor's overall strategic relationship with us) if such allocations are expected to generate relatively greater fees or Performance Allocations to us than would arise if such co-investment opportunities were allocated otherwise. Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances co-investors will generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our funds). The terms of any such existing and future co-investment vehicles may differ materially, and in some instances may be more favorable to us, than the terms of certain of our funds or prior co-investment vehicles, and such different terms may create an incentive for us to allocate a greater or lesser percentage of an investment opportunity to such co-investment vehicles. There can be no assurance that any conflicts of interest will be resolved in favor of any particular investment funds or investors (including any applicable co-investors).

We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to retail investors, which could expose us to new and greater levels of risk.

Although retail investors have been part of our historic distribution efforts, we have increasingly undertaken business initiatives to increase the number and type of investment products we offer to high net worth individuals, family offices and mass affluent investors. In some cases we seek to distribute our unregistered funds to such retail investors indirectly through feeder funds sponsored by brokerage firms, private banks or third party feeder providers, and in other cases directly to the qualified clients of private banks, independent investment advisors and brokers. In other cases we create registered investment products specifically designed for direct investment by retail investors, some of whom are not accredited investors. Our initiatives to access retail investors entail the investment of resources and our objectives may not be fully realized.

Moreover, accessing retail investors and selling retail directed products exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks. To the extent we distribute retail products through new channels, including through unaffiliated firms, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation against us, including with respect to, among other things, claims that products distributed through such channels are distributed to customers for whom they are unsuitable or distributed in any other inappropriate manner. Although we seek to ensure through due diligence and onboarding procedures that the channels through which retail investors access our investment products conduct themselves responsibly, to the extent that our investment products are being distributed through third parties, we are exposed to reputational damage and possible legal liability to the extent such third parties improperly sell our products to investors. Similarly, the hiring of employees to oversee independent advisors and brokers presents risks if they fail to follow training, review and supervisory procedures. In addition, the distribution



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of retail products through new channels whether directly or through market intermediaries could expose us to additional regulatory risk in the form of allegations of improper conduct and/or actions by state and federal regulators against us with respect to, among other things, product suitability, conflicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels.

Valuation methodologies for certain assets in our funds can be subject to significant subjectivity and the fair value of assets established pursuant to such methodologies may never be realized, which could result in significant losses for our funds and the reduction of Performance Revenues.

Our investment funds make investments in illiquid investments or financial instruments for which there is little, if any, market activity. We determine the value of such investments and financial instruments on at least a quarterly basis based on the fair value of such investments. The fair value of such investments and financial instruments is generally determined using a primary methodology and corroborated by a secondary methodology. Methodologies are used on a consistent basis and described in the investment funds' valuation policies.

The determination of fair value using these methodologies takes into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. For example, as to investments that we share with another sponsor, we may apply a different valuation methodology than the other sponsor does or derive a different value than the other sponsor has derived on the same investment. These differences might cause some investors to question our valuations. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting Policies” for an overview of our fair value policy and the significant judgment required in the application thereof in the use of different underlying assumptions, estimates, methodologies and/or judgments in the determination of the value of certain investments and financial instruments could potentially produce materially different results.

Because there is significant uncertainty in the valuation of, or in the stability of the value of illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would actually be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced gains or losses for the applicable fund, a decline in certain asset management fees and the reduction in potential Performance Allocations and Incentive Fees. Changes in values of investments from quarter to quarter may result in volatility in our investment funds’ net asset value, our investment in, or fees from, those funds and the results of operations and cash flow that we report from period to period. Further, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which would in turn result in difficulty in raising additional funds or redemptions from our hedge funds.

## Our use of borrowings to finance our business exposes us to risks.

We use borrowings to finance our business operations as a public company. We have numerous outstanding notes with various maturity dates as well as a revolving credit facility that matures on September 21, 2023. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Sources and Uses of Liquidity” for further information regarding our outstanding borrowings. As borrowings under the credit facility and our outstanding notes mature, we will be required to refinance or repay such borrowings. In order to do so, we may enter into a new facility or issue new notes, each of which could result in higher borrowing costs. We may also issue equity, which would dilute existing shareholders. Further, we may choose to repay such borrowings using cash on hand, cash provided by our continuing operations or cash from the sale of our assets, each of which could reduce the amount of cash available to facilitate the growth and expansion of our businesses and pay dividends to our shareholders and operating expenses and other obligations as they arise. In order to obtain new borrowings, or to extend or refinance existing borrowings, we are dependent on the willingness and ability of financial institutions such as global banks to extend credit to us on favorable terms, and on our ability to access the debt and equity capital markets, which can be volatile. There is no guarantee that



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such financial institutions will continue to extend credit to us or that we will be able to access the capital markets to obtain new borrowings or refinance existing borrowings when they mature. In addition, the use of leverage to finance our business exposes us to the types of risk described in “— Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates of return on those investments.”

Interest rates on our and our portfolio companies' outstanding financial instruments might be subject to change based on regulatory developments, which could adversely affect our revenue, expenses and the value of those financial instruments.

LIBOR and certain other floating rate benchmark indices, including, without limitation, the Euro Interbank Offered Rate, Tokyo Interbank Offered Rate, Hong Kong Interbank Offered Rate and Singapore Interbank Offered Rate (collectively, "IBORs") are the subject of recent national, international and regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. On July 27, 2017, the FCA, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021, but secured the voluntary agreement of the LIBOR panel banks to continue to submit LIBOR rates until that time. Other jurisdictions have also indicated they will implement reforms or phase-outs, which are currently scheduled to take effect at the end of calendar year 2021. A transition away from the widespread use of the various IBORs to alternative rates is expected to occur over the course of the next several years. However, there is a lack of clarity as to what methods of calculating a replacement benchmark will be established or adopted generally, or whether different industry bodies, such as the loan market and the derivatives market, will adopt the same methodologies. In addition, as part of the transition to a replacement benchmark, parties may seek to adjust the spreads relative to such benchmarks in underlying contractual arrangements. As a result, interest rates on our CLOs and other financial instruments tied to IBOR rates, including those where Blackstone or its funds are exposed as lender or borrower, as well as the revenue and expenses associated with those financial instruments, may be adversely affected.

Further, any uncertainty regarding the continued use and reliability of any IBOR as a benchmark interest rate could adversely affect the value of our and our portfolio companies' financial instruments tied to such rates. There is no guarantee that a transition from any IBOR to an alternative will not result in financial market disruptions or a significant increase in volatility in risk free benchmark rates or borrowing costs to borrowers. Although we have been proactively negotiating provisions in our portfolio companies' and lending businesses' recent debt agreements to provide additional flexibility to address the transition away from IBOR, there is no assurance that we will be able to adequately minimize the risk of disruption from the discontinuation of IBOR or other changes to benchmark indices.

In addition, meaningful time and effort is required to transition to the use of new benchmark rates, including with respect to the negotiation and implementation of any necessary changes to existing contractual arrangements and the implementation of changes to our systems and processes. We are actively evaluating the operational and other impacts of such changes and managing transition efforts accordingly.

The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in Class A commons stock.

The historical and potential future returns of the investment funds that we manage are not directly linked to returns on our Class A common stock. Therefore, any continued positive performance of the investment funds that we manage will not necessarily result in positive returns on an investment in our Class A common stock. However, poor performance of the investment funds that we manage would cause a decline in our revenue from such investment funds, and would therefore have a negative effect on our performance and in all likelihood the returns on an investment in our Class A common stock.



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Moreover, with respect to the historical returns of our investment funds:

- we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have different returns from our existing or previous funds,

- despite periods of volatility, market conditions have been largely favorable in recent years, which has helped to generate positive performance, particularly in our private equity and real estate businesses, but there can be no assurance that such conditions will repeat or that our current or future investment funds will avail themselves of comparable market conditions,

- the rates of returns of our carry funds reflect unrealized gains as of the applicable measurement date that may never be realized, which may adversely affect the ultimate value realized from those funds' investments,

- competition for investment opportunities resulting from, among other things, the increased amount of capital invested in alternative investment funds continues to increase,

- our investment funds’ returns in some years benefited from investment opportunities and general market conditions that may not repeat themselves, our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions, and the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past,

• newly established funds may generate lower returns during the period in which they initially deploy their capital, and

- the rates of return reflect our historical cost structure, which may vary in the future due to various factors enumerated elsewhere in this report and other factors beyond our control, including changes in laws.

The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for our funds as a whole. In addition, future returns will be affected by the applicable risks described elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a particular fund invests.

Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates of return on those investments.

Many of our funds’ investments rely heavily on the use of leverage, and our ability to achieve attractive rates of return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. For example, in many private equity and real estate investments, indebtedness may constitute as much as 70% or more of a portfolio company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the investment. The absence of available sources of sufficient senior debt financing for extended periods of time could therefore materially and adversely affect our private equity and real estate businesses. In addition, in March 2013, the Federal Reserve and other U.S. federal banking agencies issued updated leveraged lending guidance covering transactions characterized by a degree of financial leverage. Such guidance may limit the amount or cost of financing we are able to obtain for our transactions, and as a result, the returns on our investments may suffer. However, the status of the 2013 leveraged lending guidance remains uncertain following a determination by the Government Accountability Office in October 2017 that resulted in such guidance being required to be submitted to Congress for review. The guidance could possibly be overturned if a joint resolution of disapproval is passed by Congress. Furthermore, new limits on the deductibility of corporate interest expense could make it more costly to use debt financing for our acquisitions or otherwise have an adverse impact on the cost structure of our transactions, and could therefore adversely affect the returns on our funds’ investments. See “— Comprehensive U.S. federal income tax reform became effective in 2018, which could adversely affect us.”



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In addition, an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those businesses' investments. See "— An increase in interest rates and other changes in the debt financing markets could negatively impact the ability of our funds and their portfolio companies to obtain attractive financing or refinancing and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income."

Investments in highly leveraged entities are inherently more sensitive to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments. The incurrence of a significant amount of indebtedness by an entity could, among other things:

- give rise to an obligation to make mandatory pre-payments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities,

- limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive disadvantage compared to its competitors who have relatively less debt,

- allow even moderate reductions in operating cash flow to render it unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment in it,

• limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive returns or further growth, and

- limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing, including for capital expenditures, working capital or general corporate purposes.

As a result, the risk of loss associated with a leveraged entity is generally greater than for companies with comparatively less debt. For example, many investments consummated by private equity sponsors during 2005, 2006 and 2007 that utilized significant amounts of leverage subsequently experienced severe economic stress and, in certain cases, defaulted on their debt obligations due to a decrease in revenues and cash flow precipitated by the subsequent economic downturn during 2008 and 2009.

When our funds’ existing portfolio investments reach the point when debt incurred to finance those investments matures in significant amounts and must be either repaid or refinanced, those investments may materially suffer if they have generated insufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If a limited availability of financing for such purposes were to persist for an extended period of time, when significant amounts of the debt incurred to finance our private equity and real estate funds’ existing portfolio investments came due, these funds could be materially and adversely affected.

Many of the hedge funds in which our funds of hedge funds invest and our credit-focused funds, or CLOs, may choose to use leverage as part of their respective investment programs and regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to purchase or carry securities or may enter into derivative transactions (such as total return swaps) with counterparties that have embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by appreciation in the securities purchased or carried and will be lost — and the timing and magnitude of such losses may be accelerated or exacerbated — in the event of a decline in the market value of such securities. Gains realized with borrowed funds may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had been no borrowings.



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Any of the foregoing circumstances could have a material adverse effect on our financial condition, results of operations and cash flow.

The due diligence process that we undertake in connection with investments by our investment funds may not reveal all facts and issues that may be relevant in connection with an investment.

When evaluating a potential business or asset for investment, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to such investment. When conducting due diligence, we may be required to evaluate important and complex issues, including but not limited to those related to business, financial, credit risk, tax, accounting, ESG, legal and regulatory and macroeconomic trends. With respect to ESG, the nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: air and water pollution, diversity, employee health and safety, accounting standards and bribery and corruption. Outside consultants, legal advisers, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. The due diligence investigation that we will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such investment opportunity and we may not identify or foresee future developments that could have a material adverse effect on an investment, including, for example, potential factors, such as technological disruption of a specific company or asset, or an entire industry. Further, some matters covered by our diligence, such as ESG, are continuously evolving and we may not accurately or fully anticipate such evolution. In addition, when conducting due diligence on investments, including with respect to investments made by our funds of hedge funds in third party hedge funds, we rely on the resources available to us and information supplied by third parties, including information provided by the target of the investment (or, in the case of investments in a third party hedge fund, information provided by such hedge fund or its service providers). The information we receive from third parties may not be accurate or complete and therefore we may not have all the relevant facts and information necessary to properly assess and monitor our funds' investment.

Our asset management activities involve investments in relatively high-risk, illiquid assets, and we may fail to realize any profits from these activities for a considerable period of time or lose some or all of our principal investments.

Many of our investment funds invest in securities that are not publicly traded. In many cases, our investment funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our investment funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds, particularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example, the ability to realize any value from an investment may depend upon the ability to complete an initial public offering of the portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in market prices during the intended disposition period. Moreover, because the investment strategy of many of our funds, particularly our private equity and real estate funds, often entails our having representation on our funds' public portfolio company boards, our funds may be restricted in their ability to effect such sales during certain time periods. Accordingly, under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to realize or defer — potentially for a considerable period of time — sales that they had planned to make. We have made and expect to continue to make significant principal investments in our current and future investment funds. Contributing capital to these investment funds is risky, and we may lose some or the entire principal amount of our investments.



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We pursue large or otherwise complex investments, which involve enhanced business, regulatory, legal and other risks.

A number of our funds, including our real estate and private equity funds, have invested and intend to continue to invest in large transactions or transactions that otherwise have substantial business, regulatory or legal complexity. In addition, as we raise new funds, such funds' mandates may include investing in such transactions. Such investments involve enhanced risks. For example, larger or otherwise complex transactions may be more difficult, expensive and time-consuming to finance and execute. In addition, managing or realizing value from such investments may be more difficult as a result of, among other things, a limited universe of potential acquirers. In addition, larger or otherwise complex transactions may entail a higher level of scrutiny by regulators, labor unions and other third parties, as well as a greater risk of unknown and/or contingent liabilities. Any of these factors could increase the risk that our larger or more complex investments could be less successful and in turn harm the performance of our funds.

Larger transactions may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be invested. A consortium transaction involves an equity investment in which two or more investors serve together or collectively as equity sponsors. We have historically participated in a significant number of consortium transactions due to the increased size of many of the transactions in which we have been involved. Consortium transactions generally entail a reduced level of control by Blackstone over the investment because governance rights must be shared with the other investors. Accordingly, we may not be able to control decisions relating to the investment, including decisions relating to the management and operation of the company and the timing and nature of any exit, which could result in the risks described in “— Our investment funds make investments in companies that we do not control.” In addition, the consequences to our investment funds of an unsuccessful larger investment could be more severe given the size of the investment.

Our investment funds make investments in companies that we do not control.

Investments by most of our investment funds will include debt instruments and equity securities of companies that we do not control. Such investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. In addition, to the extent we hold only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability to influence the company's affairs in a manner intended to enhance the value of our investment in the company, including with respect to the form and timing of an exit. If any of the foregoing were to occur, the values of investments by our investment funds could decrease and our financial condition, results of operations and cash flow could suffer as a result.

We expect to make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.

Many of our investment funds generally invest a significant portion of their assets in the equity, debt, loans or other securities of issuers located outside the United States. International investments have increased and we expect will continue to increase as a proportion of certain of our funds' portfolios in the future. Investments in non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to:

- currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another,

- less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative illiquidity,

- the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation,

- changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments,

• a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance,



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• heightened exposure to corruption risk in non-U.S. markets,

• political hostility to investments by foreign or private equity investors,

• reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms,

• higher rates of inflation,

• higher transaction costs,

• difficulty in enforcing contractual obligations,

• fewer investor protections and less publicly available information in respect of companies in non-U.S. markets,

- certain economic and political risks, including potential exchange control regulations and restrictions on our non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments, and

• the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such securities.

In addition, investments in companies that are based outside of the United States may be negatively impacted by restrictions on international trade or the recent or potential further imposition of tariffs. See “— The potential for further governmental policy and/or legislative changes and regulatory reform creates uncertainty for our investment strategies, may make it more difficult to operate our business, and may adversely affect the profitability of our funds’ portfolio companies.”

There can be no assurance that adverse developments with respect to such risks will not adversely affect our assets that are held in certain countries or the returns from these assets.

We may not have sufficient cash to pay back “clawback” obligations if and when they are triggered under the governing agreements with our investors.

In certain circumstances, at the end of the life of a carry fund (or earlier with respect to certain of our real estate funds, real estate debt funds and certain multi-asset class and/or opportunistic investment funds), as a result of diminished performance of later investments in any carry fund's life, we may be obligated to repay the amount by which Performance Allocations that were previously distributed to us exceed the amounts to which the relevant general partner is ultimately entitled on an after-tax basis. This includes situations in which the general partner receives in excess of the relevant Performance Allocations applicable to the fund as applied to the fund's cumulative net profits over the life of the fund or, in some cases, the fund has not achieved investment returns that exceed the preferred return threshold. This obligation is known as a "clawback" obligation and is an obligation of any person who received such Performance Allocations, including us and other participants in our Performance Allocations plans. Although a portion of any dividends by us to our shareholders may include any Performance Allocations received by us, we do not intend to seek fulfillment of any clawback obligation by seeking to have our shareholders return any portion of such dividends attributable to Performance Allocations associated with any clawback obligation. To the extent we are required to fulfill a clawback obligation, however, our board of directors may determine to decrease the amount of our dividends to our shareholders. The clawback obligation operates with respect to a given carry fund's own net investment performance only and performance of other funds are not netted for determining this contingent obligation.

Adverse economic conditions may increase the likelihood that one or more of our carry funds may be subject to clawback obligations upon the end of their respective lives (or earlier with respect to certain of our real estate funds, real estate debt funds and certain multi-asset class and/or opportunistic investment funds). To the extent



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one or more clawback obligations were to occur for any one or more carry funds, we might not have available cash at the time such clawback obligation is triggered to repay the Performance Allocations and satisfy such obligation. If we were unable to repay such Performance Allocations, we would be in breach of the governing agreements with our investors and could be subject to liability. Moreover, although a clawback obligation is several, the governing agreements of most of our funds provide that to the extent another recipient of Performance Allocations (such as a current or former employee) does not fund his or her respective share, then we and our employees who participate in such Performance Allocations plans may have to fund additional amounts (generally an additional 50-70% beyond our pro-rata share of such obligations) beyond what we actually received in Performance Allocations, although we retain the right to pursue any remedies that we have under such governing agreements against those Performance Allocations recipients who fail to fund their obligations.

## Investments by our investment funds will in many cases rank junior to investments made by others.

In most cases, the companies in which our investment funds invest will have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investment. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, the ability of our investment funds to influence a company's affairs and to take actions to protect their investments may be substantially less than that of the senior creditors.

Investors in our hedge funds or open-ended funds may redeem their investments in these funds. In addition, the investment management agreements related to our separately managed accounts may permit the investor to terminate our management of such account on short notice. Lastly, investors in our other investment funds have the right to cause these investment funds to be dissolved. Any of these events would lead to a decrease in our revenues, which could be substantial.

Investors in our hedge funds may generally redeem their investments on an annual, semi-annual or quarterly basis following the expiration of a specified period of time when capital may not be withdrawn, subject to the applicable fund’s specific redemption provisions. In addition, we have certain other open-ended funds, including core+ real estate and certain real estate debt funds, which contain similar redemption provisions in their governing documents. In a declining market, many hedge funds and other open-ended funds, including some of our funds, may experience declines in value, and the pace of redemptions and consequent reduction in our assets under management could accelerate. Such declines in value may be both provoked and exacerbated by margin calls and forced selling of assets. To the extent appropriate and permissible under a fund’s constituent documents, we may limit or suspend redemptions during a redemption period, which may have a reputational impact on us. See “— Hedge fund investments are subject to numerous additional risks.” The decrease in revenues that would result from significant redemptions in our hedge funds and other open-ended funds could have a material adverse effect on our business, revenues, net income and cash flows.

We currently manage a significant portion of investor assets through separately managed accounts whereby we earn management and/or incentive fees, and we intend to continue to seek additional separately managed account mandates. The investment management agreements we enter into in connection with managing separately managed accounts on behalf of certain clients may be terminated by such clients on as little as 30 days' prior written notice. In addition, the boards of directors of the investment management companies we manage could terminate our advisory engagement of those companies, on as little as 30 days' prior written notice. In the case of any such terminations, the management and incentive fees we earn in connection with managing such account or company would immediately cease, which could result in a significant adverse impact on our revenues.



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The governing agreements of most of our investment funds (with the exception of certain of our funds of hedge funds, hedge funds, certain credit-focused and real estate debt funds, and other funds or separately managed accounts for the benefit of one or more specified investors) provide that, subject to certain conditions, third party investors in those funds have the right to remove the general partner of the fund or to accelerate the termination date of the investment fund without cause by a simple majority vote, resulting in a reduction in management fees we would earn from such investment funds and a significant reduction in the amounts of Performance Allocations and Incentive Fees from those funds. Performance Allocations and Incentive Fees could be significantly reduced as a result of our inability to maximize the value of investments by an investment fund during the liquidation process or in the event of the triggering of a "clawback" obligation. In addition, the governing agreements of our investment funds provide that in the event certain "key persons" in our investment funds do not meet specified time commitments with regard to managing the fund, then investors in certain funds have the right to vote to terminate the investment period by a specified percentage (including, in certain cases, a simple majority) vote in accordance with specified procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund's investment period will automatically terminate and a specified percentage (including, in certain cases, a simple majority) vote of investors is required to restart it. In addition, the governing agreements of some of our investment funds provide that investors have the right to terminate, for any reason, the investment period by a vote of 75% of the investors in such fund. In addition to having a significant negative impact on our revenue, net income and cash flow, the occurrence of such an event with respect to any of our investment funds would likely result in significant reputational damage to us.

In addition, because all of our investment funds have advisers that are registered under the Advisers Act, an “assignment” of the management agreements of all of our investment funds (which may be deemed to occur in the event these advisers were to experience a change of control) would generally be prohibited without investor consent. We cannot be certain that consents required for assignments of our investment management agreements will be obtained if a change of control occurs, which could result in the termination of such agreements. In addition, with respect to our 1940 Act registered funds, each investment fund’s investment management agreement must be approved annually by the independent members of such investment fund’s board of directors and, in certain cases, by its shareholders, as required by law. Termination of these agreements would cause us to lose the fees we earn from such investment funds.

Third party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.

Investors in all of our carry funds (and certain of our hedge funds) make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when due. A default by an investor may also limit a fund's availability to incur borrowings and avail itself of what would otherwise have been available credit. We have not had investors fail to honor capital calls to any meaningful extent. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a significant amount of its existing investment forfeited in that fund. However, the impact of the forfeiture penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as meaningful. Third party investors in private equity, real estate and venture capital funds typically use distributions from prior investments to meet future capital calls. In cases where valuations of investors' existing investments fall and the pace of distributions slows, investors may be unable to make new commitments to third party managed investment funds such as those advised by us. If investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and performance of those funds could be materially and adversely affected.



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## Risk management activities may adversely affect the return on our funds' investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments to limit our exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices. The success of any hedging or other derivative transactions generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument, the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund. Finally, the CFTC may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges.

## Our real estate funds are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.

Investments in our real estate funds will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets, including the deterioration of real estate fundamentals. These risks include but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy and room rates for hotel properties, operating income, the financial resources of tenants, changes in building, environmental, zoning and other laws, casualty or condemnation losses, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, changes in government regulations (such as rent control), changes in real property tax rates, changes in income tax rates, changes in interest rates, the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes to the taxation of business entities and the deductibility of corporate interest expense, negative developments in the economy that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of god, terrorist attacks, war and other factors that are beyond our control. In addition, if our real estate funds acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of our fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. In addition, our real estate funds may also make investments in residential real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets or portfolios thereof from time to time, which may be more highly susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to the ownership and operation of commercial real estate assets.

Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments are subject to a greater risk of poor performance or loss.

Certain of our investment funds, especially our credit-focused funds, may invest in business enterprises involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions and may purchase high-risk receivables. An investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is received. In addition, if an anticipated



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transaction does not in fact occur, the fund may be required to sell its investment at a loss. Investments in troubled companies may also be adversely affected by U.S. federal and state laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court's discretionary power to disallow, subordinate or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk of loss by a fund of its entire investment in such company. Moreover, a major economic recession could have a materially adverse impact on the value of such securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade or otherwise adversely affect our reputation.

In addition, at least one federal Circuit Court has determined that an investment fund could be liable for ERISA Title IV pension obligations (including withdrawal liability incurred with respect to union multiemployer plans) of its portfolio companies, if such fund is a “trade or business” and the fund’s ownership interest in the portfolio company is significant enough to bring the investment fund within the portfolio company’s “controlled group.” While a number of cases have held that managing investments is not a “trade or business” for tax purposes, the Circuit Court in this case concluded the investment fund could be a “trade or business” for ERISA purposes based on certain factors, including the fund’s level of involvement in the management of its portfolio companies and the nature of its management fee arrangements. Litigation related to the Circuit Court’s decision suggests that additional factors may be relevant for purposes of determining whether an investment fund could face “controlled group” liability under ERISA, including the structure of the investment and the nature of the fund’s relationship with other affiliated investors and co-investors in the portfolio company. Moreover, regardless of whether an investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above.

Investments in energy, manufacturing, infrastructure, real estate and certain other assets may expose us to increased environmental liabilities that are inherent in the ownership of real assets.

Ownership of real assets in our funds or vehicles may increase our risk of liability under environmental laws that impose, regardless of fault, joint and several liability for the cost of remediating contamination and compensation for damages. In addition, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of acquisition. Even in cases where we are indemnified by a seller against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or our ability to achieve enforcement of such indemnities.

Investments by our funds in the power and energy industries involve various operational, construction, regulatory and market risks.

The development, operation and maintenance of power and energy generation facilities involves many risks, including, as applicable, labor issues, start-up risks, breakdown or failure of facilities, lack of sufficient capital to maintain the facilities and the dependence on a specific fuel source. Power and energy generation facilities in which our funds invest are also subject to risks associated with volatility in the price of fuel sources and the impact of unusual or adverse weather conditions or other natural events, as well as the risk of performance below expected levels of output, efficiency or reliability. The occurrence of any such items could result in lost revenues and/or increased expenses. In turn, such developments could impair a portfolio company's ability to repay its debt or conduct its operations. We may also choose or be required to decommission a power generation facility or other asset. The decommissioning process could be protracted and result in the incurrence of significant financial and/or regulatory obligations or other uncertainties.



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Our power and energy sector portfolio companies may also face construction risks typical for power generation and related infrastructure businesses. Such developments could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken. Delays in the completion of any power project may result in lost revenues or increased expenses, including higher operation and maintenance costs related to such portfolio company.

The power and energy sectors are the subject of substantial and complex laws, rules and regulation by various federal and state regulatory agencies. Failure to comply with applicable laws, rules and regulations could result in the prevention of operation of certain facilities or the prevention of the sale of such a facility to a third party, as well as the loss of certain rate authority, refund liability, penalties and other remedies, all of which could result in additional costs to a portfolio company and adversely affect the investment results. In addition, any legislative efforts by the Trump administration to overturn or modify policies or regulations enacted by the prior administration that placed limitations on coal and gas electric generation, mining and/or exploration could adversely affect certain of our energy investments, including our alternative energy investments. Conversely, any governmental policy changes encouraging resource extraction could have the effect of supporting low energy prices, which could have a negative impact on certain of our energy investments. In addition, in recent years, there has been an increased focus by investors and other market participants on energy sustainability and increased activism, including through divestment of existing investments, with respect to sustainability-focused investing by asset managers, which could have a negative impact on our ability to exit certain of our energy investments or adversely affect the expected returns of new investment opportunities.

Our businesses that invest in the energy industry also focus on investments in businesses involved in oil and gas exploration and development, which can be a speculative business involving a high degree of risk, including:

• the use of new technologies, including hydraulic fracturing,

• reliance on estimates of oil and gas reserves in the evaluation of available geological, geophysical, engineering and economic data for each reservoir, and

- encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, equipment failures and other accidents in completing wells and otherwise, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills and other environmental risks.

In addition, the performance of the investments made by our credit and equity funds in the energy and natural resources markets are also subject to a high degree of market risk, as such investments are likely to be directly or indirectly substantially dependent upon prevailing prices of oil, natural gas and other commodities. Oil and natural gas prices are subject to wide fluctuation in response to factors beyond the control of us or our funds' portfolio companies, including relatively minor changes in the supply and demand for oil and natural gas, market uncertainty, the level of consumer product demand, weather conditions, climate initiatives, governmental regulation, the price and availability of alternative fuels, political and economic conditions in oil producing countries, foreign supply of such commodities and overall domestic and foreign economic conditions. These factors make it difficult to predict future commodity price movements with any certainty.

Our investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets.

Investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets. For example,

- Ownership of infrastructure assets may present risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental or other applicable laws.



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- Infrastructure asset investments may face construction risks including, without limitation: (a) labor disputes, shortages of material and skilled labor, or work stoppages, (b) slower than projected construction progress and the unavailability or late delivery of necessary equipment, (c) less than optimal coordination with public utilities in the relocation of their facilities, (d) adverse weather conditions and unexpected construction conditions, (e) accidents or the breakdown or failure of construction equipment or processes; and (f) catastrophic events such as explosions, fires, terrorist activities and other similar events. These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction activities once undertaken. Certain infrastructure asset investments may remain in construction phases for a prolonged period and, accordingly, may not be cash generative for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor.

- The operation of infrastructure assets is exposed to potential unplanned interruptions caused by significant catastrophic or force majeure events. These risks could, among other effects, adversely impact the cash flows available from investments in infrastructure assets, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, litigation, or penalties for regulatory or contractual non-compliance. Force majeure events that are incapable of, or too costly to, cure may also have a permanent adverse effect on an investment.

- The management of the business or operations of an infrastructure asset may be contracted to a third party management company unaffiliated with us. Although it would be possible to replace any such operator, the failure of such an operator to adequately perform its duties or to act in ways that are in our best interest, or the breach by an operator of applicable agreements or laws, rules and regulations, could have an adverse effect on the investment’s financial condition or results of operations. Infrastructure investments may involve the subcontracting of design and construction activities in respect of projects, and as a result our investments are subject to the risks that contractual provisions passing liabilities to a subcontractor could be ineffective, the subcontractor fails to perform services which it has agreed to perform and the subcontractor becomes insolvent.

Infrastructure investments often involve an ongoing commitment to a municipal, state, federal or foreign government or regulatory agencies. The nature of these obligations expose us to a higher level of regulatory control than typically imposed on other businesses and may require us to rely on complex government licenses, concessions, leases or contracts, which may be difficult to obtain or maintain. Infrastructure investments may require operators to manage such investments and such operators' failure to comply with laws, including prohibitions against bribing of government officials, may adversely affect the value of such investments and cause us serious reputational and legal harm. Revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterparties, and are consequently subject to counterparty default risk. The operations and cash flow of infrastructure investments are also more sensitive to inflation and, in certain cases, commodity price risk. Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments.

## Our investments in the life science industry may expose us to increased risks.

In 2018, we launched BXLS, a private investment platform with capabilities to invest across the life-cycle of companies and products within the key life sciences sectors. Life sciences investing may expose us to increased risks. For example,

- BXLS’s strategies include, among others, investments that are referred to as “pharmaceutical corporate partnership” transactions. Pharmaceutical corporate partnership transactions are risk-sharing collaborations with large pharmaceutical partners on drug development programs and investments in royalty streams of



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pre-commercial pharmaceutical products. BXLS’s ability to source pharmaceutical corporate partnership transactions has been, and will continue to be, in part dependent on the ability of three special purpose development companies to identify, diligence, negotiate and in many cases, take the lead in executing the agreed development plans with respect to, a pharmaceutical corporate partnership transaction. Moreover, as such special purpose development companies are jointly owned by us and two unaffiliated life sciences investors, we (and our funds) are not the sole beneficiaries of such sourcing strategies and capabilities of such special purpose development companies.

- Life sciences and healthcare companies are subject to extensive regulation by the U.S. Food and Drug Administration, similar foreign regulatory authorities and, to a lesser extent, other federal and state agencies, prior to marketing their products to the public. These companies are subject to the expense, delay and uncertainty of the approval process, and there can be no guarantee that a particular product will obtain regulatory approval. In addition, the current regulatory framework may change or additional regulations may arise at any stage during the product development phase of an investment, which may delay or prevent regulatory approval or impact applicable exclusivity periods. If a company in which our funds are invested is unable to obtain regulatory approval for its product, or a product in which our funds are invested does not obtain regulatory approval, in a timely fashion or at all, the value of our investment would be adversely impacted. In addition, in connection with certain pharmaceutical corporate partnership transactions, our special purpose development companies will be contractually obligated to run clinical trials. In the event such clinical trials do not comply with the complicated regulatory requirements applicable thereto, such special purpose development companies may be subject to regulatory actions. Lastly, if legislation is passed in the U.S. that reduces the applicable exclusivity period for biologic products, this reform could result in price reductions at an earlier stage of a product’s life cycle than originally estimated by BXLS, which could reduce the cumulative financial returns on BXLS’s investment in any such product.

- Intellectual property often constitutes an important part of a life sciences company’s assets and competitive strengths, particularly for royalty monetization transactions. To the extent such companies’ intellectual property positions with respect to products in which BXLS invests, whether through a royalty or otherwise, are challenged, invalidated or circumvented, the value of BXLS’s investment may be impaired. The success of a life sciences investment depends in part on the ability of the pharmaceutical or other life sciences companies in whose products BXLS invests to obtain and defend patent rights and other intellectual property rights that are important to the commercialization of such products. The patent positions of such companies can be highly uncertain and often involve complex legal, scientific and factual questions.

- The commercial success of products could be compromised if governmental or third party payers do not provide coverage and reimbursement, breach, rescind or modify their contracts or reimbursement policies or delay payments for such products. In both the U.S. and foreign markets, the successful sale of a life sciences company’s product depends on the ability to obtain and maintain adequate coverage and reimbursement from third party payers, including government healthcare programs and private insurance plans. Governments and third party payers continue to pursue aggressive initiatives to contain costs and manage drug utilization and are increasingly focused on the effectiveness, benefits and costs of similar treatments, which could result in lower reimbursement rates and narrower populations for whom the products in which BXLS invests will be reimbursed by payers. To the extent an investment made by BXLS relies in whole or in part on royalties or other payments based on product sales, adequate third party payer reimbursement may not be available to enable price levels for the product sufficient for BXLS to realize an appropriate return on the investment.



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Our provision of products and services to insurance companies, including through Blackstone Insurance Solutions, subjects us to a variety of risks and uncertainties.

Blackstone Insurance Solutions, or BIS, is a platform that we established relating to Blackstone’s development, distribution and management of tailored solutions for insurance companies worldwide. BIS seeks to deliver to insurance companies customizable and diversified portfolios of Blackstone products across asset classes, as well as the option for partial or full management of insurance companies’ general account assets, and is subject to a variety of risks and uncertainties. BIS currently manages assets for Fidelity & Guaranty Life Insurance Company and certain of its affiliates pursuant to several investment management agreements. In addition, in July 2017, Blackstone and AXIS Capital co-sponsored the establishment of Harrington Reinsurance, a Bermuda property & casualty reinsurance company, and BIS currently manages all general account assets of Harrington Reinsurance. BIS also manages or sub-manages assets for certain insurance-dedicated funds and has developed, and expects to continue to develop, other capital-efficient and tailored products for insurance companies. The success of BIS will depend in large part on further developing investment partnerships with insurance company clients and maintaining existing asset management arrangements, including those described above. If we fail to deliver high-quality, high-performing products that help our insurance company clients meet long-term policyholder obligations, BIS may not be successful in retaining existing investment partnerships, developing new investment partnerships or selling its capital-efficient products and such failure may have a material adverse effect on our business, results and financial condition.

The U.S. and non-U.S. insurance industries are subject to significant regulatory oversight. Regulatory authorities in many relevant jurisdictions have broad regulatory (including through any regulatory support organization), administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisors, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy. These requirements are primarily concerned with the protection of policyholders, and regulatory authorities often have wide discretion in applying the relevant restrictions and regulations to insurance companies, which may indirectly affect BIS and other Blackstone businesses that offer products or services to insurance companies. We may be the target or subject of, or may have indemnification obligations related to, litigation (including class action litigation by policyholders), enforcement investigations or regulatory scrutiny. Regulators and other authorities generally have the power to bring administrative or judicial proceedings against insurance companies, which could result in, among other things, suspension or revocation of licenses, cease-and-desist orders, fines, civil penalties, criminal penalties or other disciplinary action. To the extent BIS or another Blackstone business that offers products or services to insurance companies is directly or indirectly involved in such regulatory actions, our reputation could be harmed, we may become liable for indemnification obligations and we could potentially be subject to enforcement actions, fines and penalties.

Some of the arrangements we have or will develop with insurance companies involve complex U.S. and non-U.S. tax structures for which no clear precedent or authority may be available. Such structures may be subject to potential regulatory, legislative, judicial or administrative change or scrutiny and differing interpretations and any adverse regulatory, legislative, judicial or administrative changes, scrutiny or interpretations may result in substantial costs to insurance companies or BIS. In some cases we may agree to indemnify insurance companies for their losses resulting from any such adverse changes or interpretations.

Insurance company investment portfolios are often subject to internal and regulatory requirements governing the categories and ratings of investment products they may acquire and hold. Many of the investment products we develop for, or other assets or investments we include in, insurance company portfolios will be rated and a ratings downgrade or any other negative action by a rating agency with respect to such products, assets or investments could make them less attractive and limit our ability to offer such products to, or invest or deploy capital on behalf of, insurers.

Any failure to properly manage or address the foregoing risks may have a material adverse effect on our business, results and financial condition.



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## The financial projections of our funds' portfolio companies could prove inaccurate.

The capital structure of a fund’s portfolio company is generally set up at the time of the fund’s investment in the portfolio company based on, among other factors, financial projects prepared by the portfolio company’s management. These projected operating results will normally be based primarily on judgments of the management of the portfolio companies. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. General economic conditions, which are not predictable, along with other factors may cause actual performance to fall short of such the financial projections. Because of the leverage we typically employ in our investments, this could cause a substantial decrease in the value of our equity holdings in the portfolio company. The inaccuracy of financial projections could thus cause our funds’ performance to fall short of our expectations.

## Contingent liabilities could harm fund performance.

We may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against the risks that they present. Acquired contingent liabilities could thus result in unforeseen losses for our funds. In addition, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. A fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such fund's performance.

## Our funds may be forced to dispose of investments at a disadvantageous time.

Our funds may make investments of which they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that our funds will dispose of investments prior to dissolution or that investments will be suitable for in-kind distribution at dissolution, we may not be able to do so. The general partners of our funds have only a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, and therefore, we may be required to sell, distribute or otherwise dispose of investments at a disadvantageous time prior to dissolution. This would result in a lower than expected return on the investments and, perhaps, on the fund itself.

## Hedge fund investments are subject to numerous additional risks.

Investments by our funds of hedge funds in other hedge funds, as well as investments by our credit-focused, real estate debt and other hedge funds and similar products, are subject to numerous additional risks, including the following:

- Certain of the funds in which we invest are newly established funds without any operating history or are managed by management companies or general partners who may not have as significant track records as an independent manager.

- Generally, the execution of these hedge funds’ investment strategies is subject to the sole discretion of the management company or the general partner of such funds.

- Hedge funds may engage in speculative trading strategies, including short selling, which is subject to the theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. A fund may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found or if the fund is otherwise unable to borrow securities that are necessary to hedge or cover its positions.



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Hedge funds are exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem or otherwise, thus causing the fund to suffer a loss. Counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the fund has concentrated its transactions with a single or small group of counterparties. Generally, hedge funds are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. Moreover, the funds' internal consideration of the creditworthiness of their counterparties may prove insufficient. The absence of a regulated market to facilitate settlement may increase the potential for losses.

- Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This “systemic risk” may adversely affect the financial intermediaries (such as clearing agencies, clearing houses, banks, securities firms and exchanges) with which the hedge funds interact on a daily basis.

- The efficacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market position in a combination of financial instruments. A hedge fund’s trading orders may not be executed in a timely and efficient manner due to various circumstances, including systems failures or human error. In such event, the funds might only be able to acquire some but not all of the components of the position, or if the overall position were to need adjustment, the funds might not be able to make such adjustment. As a result, the funds would not be able to achieve the market position selected by the management company or general partner of such funds, and might incur a loss in liquidating their position.

Hedge funds are subject to risks due to potential illiquidity of assets. Hedge funds may make investments or hold trading positions in markets that are volatile and which may become illiquid. Timely divestiture or sale of trading positions can be impaired by decreased trading volume, increased price volatility, concentrated trading positions, limitations on the ability to transfer positions in highly specialized or structured transactions to which they may be a party, and changes in industry and government regulations. It may be impossible or costly for hedge funds to liquidate positions rapidly in order to meet margin calls, withdrawal requests or otherwise, particularly if there are other market participants seeking to dispose of similar assets at the same time or the relevant market is otherwise moving against a position or in the event of trading halts or daily price movement limits on the market or otherwise. Any “gate” or similar limitation on withdrawals with respect to hedge funds may not be effective in mitigating such risk. Moreover, these risks may be exacerbated for our funds of hedge funds. For example, if one of our funds of hedge funds were to invest a significant portion of its assets in two or more hedge funds that each had illiquid positions in the same issuer, the illiquidity risk for our funds of hedge funds would be compounded. For example, in 2008 many hedge funds, including some of our hedge funds, experienced significant declines in value. In many cases, these declines in value were both provoked and exacerbated by margin calls and forced selling of assets. Moreover, certain of our funds of hedge funds were invested in third party hedge funds that halted redemptions in the face of illiquidity and other issues, which precluded those funds of hedge funds from receiving their capital back on request.

Hedge fund investments are subject to risks relating to investments in commodities, futures, options and other derivatives, the prices of which are highly volatile and may be subject to the theoretically unlimited risk of loss in certain circumstances, including if the fund writes a call option. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them and prevailing exchange rates. In addition, hedge funds' assets are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouses or counterparties. Most U.S. commodities exchanges limit fluctuations in certain commodity interest prices during a single day by imposing "daily price fluctuation limits" or "daily limits," the existence of which may reduce liquidity or effectively curtail trading in particular markets.



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As a result of their affiliation with us, our hedge funds may from time to time be restricted from trading in certain securities (e.g., publicly traded securities issued by our current or potential portfolio companies). This may limit their ability to acquire and/or subsequently dispose of investments in connection with transactions that would otherwise generally be permitted in the absence of such affiliation.

We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators and other agents to carry out certain securities and derivatives transactions. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight, although the Dodd-Frank Act provides for regulation of the derivatives market. In particular, some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties.

Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur.

In addition, our risk management process may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

Although we have risk management processes to ensure that we are not exposed to a single counterparty for significant periods of time, given the large number and size of our funds, we often have large positions with a single counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition.

In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker's, custodian's or counterparty's unsecured creditors in relation to the assets held as collateral. In addition, our funds' cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker's, custodian's or counterparty's own cash, and our funds may therefore rank as unsecured creditors in relation thereto. If our derivatives transactions are cleared through a derivatives clearing organization, the CFTC has issued final rules regulating the segregation and protection of collateral posted by customers of cleared and uncleared swaps. The CFTC is also working to provide new guidance regarding prime broker arrangements and intermediation generally with regard to trading on swap execution facilities.



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The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years. For example, in certain areas the number of counterparties we face has increased and may continue to increase, which may result in increased complexity and monitoring costs. Conversely, in certain other areas, the consolidation and elimination of counterparties has increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. In addition, counterparties have in the past and may in the future react to market volatility by tightening underwriting standards and increasing margin requirements for all categories of financing, which may decrease the overall amount of leverage available and increase the costs of borrowing.

## Underwriting activities by our capital markets services business expose us to risks.

Blackstone Advisory Partners L.P. may act as an underwriter, syndicator or placement agent in securities offerings and, through affiliated entities, loan syndications. We may incur losses and be subject to reputational harm to the extent that, for any reason, we are unable to sell securities or indebtedness we purchased or placed as an underwriter, syndicator or placement agent at the anticipated price levels or at all. As an underwriter, syndicator or placement agent, we also may be subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite, syndicate or place.

## Risks Related to Our Organizational Structure

## Our Class A common stock is not entitled to vote in the election of our directors.

Although holders of our Class A common stock are entitled to vote on a number of matters, our Class C common stock, currently held by Blackstone Group Management L.L.C., is the only class of our common stock that is entitled to vote for the election of our directors. As a result, holders of our Class A common stock do not have an opportunity to vote for the election of our directors or on other matters that have not been provided for in our certificate of incorporation and bylaws or otherwise required by Delaware law. In addition, on the matters that are required to be submitted for a vote of holders of our Class A common stock our certificate of incorporation generally provides for holders of our Class A common stock to vote together with the holders of our Class B common stock as a single class. See “— Blackstone personnel effectively control us and will effectively be able to determine the outcome of matters that may be submitted for a vote of holders of our Class A common stock.”

The voting rights of holders of our Class A common stock are further restricted by provisions in our certificate of incorporation stating that any of our shares of stock held by a person that beneficially owns 20% or more of the Class A common stock then outstanding (other than the Class C Shareholder or its affiliates, a direct or subsequently approved transferee of the Class C Shareholder or its affiliates or a person or group that has acquired such stock with the prior approval of our board of directors) cannot be voted on any matter. Our certificate of incorporation and our bylaws also contain provisions limiting the ability of the holders of our Class A common stock to call meetings, to acquire information about our operations and to influence the manner or direction of our management.

As a result, holders of our Class A common stock will have very limited or no ability to influence shareholder decisions, including decisions regarding our business.

## We are not required to comply with certain provisions of U.S. securities laws relating to proxy statements, shareholder proposals and other matters.

Although our Class A common stock is entitled to vote on a number of matters, it is not entitled to vote in the election of our directors. As a result, the shareholder approval requirements of the New York Stock Exchange generally do not apply to us. Accordingly, we are not required to file proxy statements or information statements under Section 14 of the Exchange Act except in those limited circumstances where a vote of holders of our Class A common stock is required under our certificate of incorporation or Delaware law. Accordingly, holders of Class A common stock will not receive these materials. In addition, we are not subject to the "say-on-pay" and "say-on-frequency" provisions of the Dodd-Frank Act. As a result, our Class A common shareholders do not have an opportunity to provide a non-binding vote on the compensation of our named executive officers. Moreover, holders of our Class A common stock are not able to bring matters before our annual meeting of shareholders or nominate directors at such meeting, nor are they generally able to submit shareholder proposals under Rule 14a-8 of the Exchange Act.



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Blackstone personnel effectively control us and will effectively be able to determine the outcome of matters that may be submitted for a vote of the holders of our Class A common stock.

While our Class A common stock is entitled to vote on a number of matters, our certificate of incorporation generally provides for holders of our Class A common stock to vote on these matters together with the holders of our Class B common stock as a single class. Specifically, the removal of the Class C Shareholder and forced transfer by the Class C Shareholder of its shares of Class C common stock requires the approval of at least two-thirds of the voting power of our outstanding shares of Class A common stock and Class B common stock, voting together as a single class. Other matters that are required to be submitted to a vote of the holders of our Class A common stock generally require the approval of a majority the voting power of our outstanding shares of Class A common stock and Class B common stock, voting together as a single class, including certain sales, exchanges or other dispositions of all or substantially all of our assets, a merger, consolidation or other business combination, certain amendments to our certificate of incorporation and the designation of a successor Class C Shareholder. Holders of our Class B common stock, as such, will collectively be entitled to a number of votes equal to the aggregate number of Blackstone Holdings Partnership Units held by the limited partners of the Blackstone Holdings Partnerships on the relevant record date and will vote together with holders of our Class A common stock as a single class. As of December 31, 2019, Blackstone Partners L.L.C., an entity owned by the senior managing directors of Blackstone and controlled by Mr. Schwarzman, owned the only share of Class B common stock outstanding, representing approximately 43.6% of the total combined voting power of the Class A common stock and Class B common stock, taken together. This voting power may be sufficient to substantially influence matters subject to a vote of the Class A common stock and the Class B common stock, including amendments that could materially and adversely affect the holders of our Class A common stock.

In addition, holders of our Class A common stock are not entitled to vote in the election of our directors. As a result, holders of our Class A common stock may be deprived of an opportunity to receive a premium for their Class A common stock in the future through a sale of Blackstone, and the trading prices of our Class A common stock may be adversely affected by the absence or reduction of a takeover premium in the trading price. See “— Our Class A common stock is not entitled to vote in the election of our directors.”

We are a controlled company and as a result fall within exceptions from certain corporate governance and other requirements under the rules of the New York Stock Exchange.

We are a “controlled company” and fall within exceptions from certain corporate governance and other requirements of the rules of the New York Stock Exchange. Pursuant to these exceptions, controlled companies may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including the requirements (a) that a majority of our board of directors consist of independent directors, (b) that we have a nominating and corporate governance committee that is composed entirely of independent directors (c) that we have a compensation committee that is composed entirely of independent directors, and (d) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisers. While we currently have a majority independent board of directors, we have elected to avail ourselves of the other exceptions. Accordingly, our Class A common shareholders generally do not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Potential conflicts of interest may arise among the Class C Shareholder and the holders of our Class A common stock.

Blackstone Group Management L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is the sole holder of the Class C common stock. As a result, conflicts of interest may arise among the Class C Shareholder, on the one hand, and us and our holders of our Class A common stock, on the other hand.

The Class C Shareholder has the ability to influence our business and affairs through its ownership of the sole share of voting stock of Blackstone, the Class C Shareholder's general ability to appoint our board of directors, and provisions under our certificate of incorporation requiring Class C Shareholder approval for certain corporate actions (in addition to approval by our board of directors). If the holders of our Class A common stock are dissatisfied with the performance of our board of directors, they have no ability to remove any of our directors, with or without cause.



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Further, through its ability to elect our board of directors, the Class C Shareholder has the ability to indirectly influence the determination of the amount and timing of our investments and dispositions, cash expenditures, indebtedness, issuances of additional partnership interests, tax liabilities and amounts of reserves, each of which can affect the amount of cash that is available for distribution to holders of Blackstone Holdings Partnership Units.

In addition, conflicts may arise relating to the selection, structuring and disposition of investments and other transactions, declaring dividends and other distributions and other matters due to the fact that our senior managing directors hold their Blackstone Holdings Partnership Units directly or through pass-through entities that are not subject to corporate income taxation. See “Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence” and “Part III. Item 10. Directors, Executive Officers and Corporate Governance.”

Our certificate of incorporation states that the Class C Shareholder is under no obligation to consider the separate interests of the other shareholders and contains provisions limiting the liability of the Class C Shareholder.

Subject to applicable law, our certificate of incorporation contains provisions limiting the duties owed by the holder of our Class C common stock, which is the only class of our common stock entitled to vote for the election of our directors, and contains provisions allowing the Class C Shareholder to favor its own interests and the interests of its controlling persons over us and the holders of our Class A common stock. Our certificate of incorporation contains provisions stating that the Class C Shareholder is under no obligation to consider the separate interests of the other shareholders (including, without limitation, the tax consequences to such shareholders) in deciding whether or not to authorize us to take (or decline to authorize us to take) any action as well as provisions stating that the Class C Shareholder shall not be liable to the other shareholders for damages for any losses, liabilities or benefits not derived by such shareholders in connection with such decisions. See “— Potential conflicts of interest may arise among the Class C Shareholder and the holders of our Class A common stock.”

The Class C Shareholder will not be liable to Blackstone or holders of our Class A common stock for any acts or omissions unless there has been a final and non-appealable judgment determining that the Class C Shareholder acted in bad faith or engaged in fraud or willful misconduct and we have also agreed to indemnify the Class C Shareholder to a similar extent.

Even if there is deemed to be a breach of the obligations set forth in our certificate of incorporation, our certificate of incorporation provides that the Class C Shareholder will not be liable to us or the holders of our Class A common stock for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the Class C Shareholder or its officers and directors acted in bad faith or engaged in fraud or willful misconduct. These provisions are detrimental to the holders of our Class A common stock because they restrict the remedies available to shareholders for actions of the Class C Shareholder.

In addition, we have agreed to indemnify the Class C Shareholder and our former general partner and its controlling affiliates and any current or former officer or director of any of Blackstone or its subsidiaries, the Class C Shareholder or former general partner and certain other specified persons (collectively, the "Indemnitees"), to the fullest extent permitted by law, against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts incurred by any Indemnitee. We have agreed to provide this indemnification if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any alleged conduct resulting in a criminal proceeding against the Indemnitee, such person had no reasonable cause to believe that such person's conduct was unlawful. We have also agreed to provide this indemnification for criminal proceedings.



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The Class C Shareholder may transfer its interest in the sole share of Class C Common Stock which could materially alter our operations.

Without the approval of any other shareholder, the Class C Shareholder may transfer the sole outstanding share of our Class C common stock held by it to a third party upon receipt of approval to do so by our board of directors and satisfaction of certain other requirements. Further, the members or other interest holders of the Class C Shareholder may sell or transfer all or part of their outstanding equity or other interests in the Class C Shareholder at any time without our approval. A new holder of our Class C common stock or new controlling members of the Class C Shareholder may appoint directors to our board of directors who have a different philosophy and/or investment objectives from those of our current directors. A new holder of our Class C common stock, new controlling members of the Class C Shareholder and/or the directors they appoint to our board of directors could also have a different philosophy for the management of our business, including the hiring and compensation of our investment professionals. If any of the foregoing were to occur, we could experience difficulty in forming new funds and other investment vehicles and in making new investments, and the value of our existing investments, our business, our results of operations and our financial condition could materially suffer.

We intend to pay regular dividends to holders of our Class A common stock, but our ability to do so may be limited by cash flow from operations and available liquidity, our holding company structure, applicable provisions of Delaware law and contractual restrictions.

Our intention to pay to holders of Class A common stock a quarterly dividend representing approximately 85% of The Blackstone Group Inc.'s share of Distributable Earnings, subject to adjustment by amounts determined by Blackstone's board of directors to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and our funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors, and may change at any time, including, without limitation, to eliminate such dividends entirely.

The Blackstone Group Inc. is a holding company and has no material assets other than the ownership of the partnership units in Blackstone Holdings held through wholly owned subsidiaries. The Blackstone Group Inc. has no independent means of generating revenue. Accordingly, we intend to cause Blackstone Holdings to make distributions to its partners, including The Blackstone Group Inc.'s wholly owned subsidiaries, to fund any dividends The Blackstone Group Inc. may declare on our Class A common stock.

Our ability to make dividends to our shareholders will depend on a number of factors, including among others general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, including the timing and extent of our realizations, working capital requirements and anticipated cash needs, contractual restrictions and obligations including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, restrictions and other implications on the payment of dividends by us to holders of our Class A common stock or payment of distributions by our subsidiaries to us and such other factors as our board of directors may deem relevant. Our ability to pay dividends is also subject to the availability of lawful funds therefor as determined in accordance with the Delaware General Corporation Law.

The amortization of finite-lived intangible assets and non-cash equity-based compensation results in expenses that may increase the net loss we record in certain periods or cause us to record a net loss in periods during which we would otherwise have recorded net income.

As of December 31, 2019, we have $397.5 million of finite-lived intangible assets (in addition to $1.9 billion of goodwill), net of accumulated amortization. These finite-lived intangible assets are from the initial public offering ("IPO") and subsequent business acquisitions. We are amortizing these finite-lived intangibles over their estimated useful lives, which range from three to twenty years, using the straight-line method, with a weighted-average remaining amortization period of 7.9 years as of December 31, 2019. We also record non-cash equity-based



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compensation from grants made in the ordinary course of business and in connection with other business acquisitions. The amortization of these finite-lived intangible assets and of this non-cash equity-based compensation will increase our expenses during the relevant periods. These expenses may increase the net loss we record in certain periods or cause us to record a net loss in periods during which we would otherwise have recorded net income. A substantial and sustained decline in our share price could result in an impairment of intangible assets or goodwill leading to a further reduction in net income or increase to net loss in the relevant period.

We are required to pay our senior managing directors for most of the benefits relating to any additional tax depreciation or amortization deductions we may claim as a result of the tax basis step-up we received as part of the reorganization we implemented in connection with our IPO or receive in connection with future exchanges of our Class A common stock and related transactions.

As part of the reorganization we implemented in connection with our IPO, we purchased interests in our business from our pre-IPO owners. In addition, holders of partnership units in Blackstone Holdings (other than The Blackstone Group Inc.'s wholly owned subsidiaries), subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, may up to four times each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of The Blackstone Group Inc.'s Class A common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings Partnerships to effect an exchange for a share of common stock. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings that otherwise would not have been available. These increases in tax basis may increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge.

We have entered into a tax receivable agreement with our senior managing directors and other pre-IPO owners that provides for the payment by us to the counterparties of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. In addition, additional tax receivable agreements have been executed, and others may continue to be executed, with newly-admitted Blackstone senior managing directors and certain others who receive Blackstone Holdings Partnership Units. This payment obligation is an obligation of The Blackstone Group Inc. and/or its wholly owned subsidiaries and not of Blackstone Holdings. As such, the cash distributions to public shareholders may vary from holders of Blackstone Holdings Partnership Units (held by Blackstone personnel and others) to the extent payments are made under the tax receivable agreements to selling holders of Blackstone Holdings Partnership Units. As the payments reflect actual tax savings received by Blackstone entities, there may be a timing difference between the tax savings received by Blackstone entities and the cash payments to selling holders of Blackstone Holdings Partnership Units. While the actual increase in tax basis, as well as the amount and timing of any payments under this agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that as a result of the size of the increases in the tax basis of the tangible and intangible assets of Blackstone Holdings, the payments that we may make under the tax receivable agreements will be substantial. The payments under a tax receivable agreement are not conditioned upon a tax receivable agreement counterparty's continued ownership of us. We may need to incur debt to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreements as a result of timing discrepancies or otherwise.

Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the tax receivable agreement counterparties will not reimburse us for any payments previously made under the tax receivable agreement. As a result, in certain circumstances payments to the counterparties under the tax receivable agreement could be in excess of our actual cash tax savings. Our ability to achieve benefits from any tax basis increase, and the payments to be made under the tax receivable agreements, will depend upon a number of factors, as discussed above, including the timing and amount of our future income.



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If The Blackstone Group Inc. were deemed an “investment company” under the 1940 Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An entity will generally be deemed to be an “investment company” for purposes of the 1940 Act if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged primarily in the business of providing asset management and capital markets services and not in the business of investing, reinvesting or trading in securities. We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management and capital markets firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that The Blackstone Group Inc. is an “orthodox” investment company as defined in section 3(a)(1)(A) of the 1940 Act and described in clause (a) in the first sentence of this paragraph. Furthermore, The Blackstone Group Inc. does not have any material assets other than its equity interests in certain wholly owned subsidiaries, which in turn will have no material assets (other than intercompany debt) other than general partner interests in the Blackstone Holdings Partnerships. These wholly owned subsidiaries are the sole general partners of the Blackstone Holdings Partnerships and are vested with all management and control over the Blackstone Holdings Partnerships. We do not believe the equity interests of The Blackstone Group Inc. in its wholly owned subsidiaries or the general partner interests of these wholly owned subsidiaries in the Blackstone Holdings Partnerships are investment securities. Moreover, because we believe that the capital interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe that less than 40% of The Blackstone Group Inc.’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis are comprised of assets that could be considered investment securities. Accordingly, we do not believe The Blackstone Group Inc. is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the 1940 Act as described in clause (b) in the first sentence of this paragraph. In addition, we believe The Blackstone Group Inc. is not an investment company under section 3(b)(1) of the 1940 Act because it is primarily engaged in a non-investment company business.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that The Blackstone Group Inc. will not be deemed to be an investment company under the 1940 Act. If anything were to happen which would cause The Blackstone Group Inc. to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among The Blackstone Group Inc., Blackstone Holdings and our senior managing directors, or any combination thereof, and materially adversely affect our business, financial condition and results of operations. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements of the 1940 Act.

We may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than expected or not offset the costs of the Conversion, which could have a material and adverse impact on the trading price of our securities.

We believe that the Conversion has, among other things, made it significantly easier for both domestic and international investors to own our stock, expand our global investor base and drive greater value for all of our shareholders over time. However, over time, the level of investor interest in our Class A common stock may not



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meet our expectations. For example, benchmark stock indices may change their eligibility requirements in a manner that is adverse to us or otherwise determine not to include our Class A common stock. Moreover, even though we have simplified our tax structure and reporting as a result of the Conversion, and even if we succeed in having our shares included in additional key stock indices, this may not result in the sustained increased demand for our Class A common stock that we initially anticipated. Consequently, we may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than we expect. Moreover, there can be no assurance that the anticipated benefits of the Conversion will offset its costs, which could be greater than we expect, particularly if there were to be an increase in the U.S. federal corporate income tax rate. Our failure to achieve the anticipated benefits of the Conversion at all or in a timely manner, or a failure of any benefits realized to offset its costs, could have a material and adverse impact on the trading price of our securities.

## We may from time to time undertake internal reorganizations that may adversely impact our business and results of operations.

On July 1, 2019, we completed the Conversion. From time to time, we may undertake other internal reorganizations in an effort to simplify our organizational structure, streamline our operations or for other operational reasons. Such internal reorganization may involve, among other things, the combination or dissolution of certain of our existing subsidiaries and the creation of new subsidiaries. These transactions could be disruptive to our business, result in significant expense, require regulatory approvals, and fail to result in the intended or expected benefits, any of which could adversely impact our business and results of operations.

## Other anti-takeover provisions in our charter documents could delay or prevent a change in control.

In addition to the provisions described elsewhere relating to the Class C Shareholder’s control, other provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a shareholder may consider favorable by, for example:

• permitting our board of directors to issue one or more series of preferred stock;

• providing for the loss of voting rights for the Class A common stock;

• requiring advance notice for shareholder proposals and nominations if they are ever permitted by applicable law;

• placing limitations on convening shareholder meetings;

• prohibiting shareholder action by written consent unless such action is consent to by the Class C Shareholder; and

• imposing super-majority voting requirements for certain amendments to our certificate of incorporation.

These provisions may also discourage acquisition proposals or delay or prevent a change in control.

## We expect to pay more corporate income taxes than we paid historically prior to the Conversion.

Since our Conversion, all of the net income attributable to us is subject to U.S. federal (and state and local) corporate income taxes, which we anticipate will have a dilutive impact to Distributable Earnings per share of Class A common stock and net income attributable to us and reduce the amount of cash available for dividends to our Class A common shareholders, although this dilution should initially be mitigated by a tax basis step-up related to the Conversion. The currently enacted maximum U.S. federal corporate income tax rate is 21%. This rate may increase in the future, which would cause us to pay more corporate income taxes than currently anticipated.

Because all of The Blackstone Group Inc.'s net income is subject to corporate income taxes, we expect the amount of our cash tax savings from future exchanges of Blackstone Holdings Partnership Units for shares of Class A common stock to increase as compared to the cash tax savings historically realized by the Partnership from such exchanges for common units. As a result, we expect the amount the Corporation will be required to pay



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under the tax receivable agreement (i.e., 85% of cash tax savings it realizes) will in the aggregate over time be higher for exchanges following the Conversion. This would similarly have the effect of increasing the amount of any early termination payment or the amounts due upon the occurrence of an acceleration event, which are determined in part by reference to amounts payable in respect of future exchanges.

## Risks Related to Our Common Stock

## Our Class A common stock price may decline due to the large number of shares of Class A common stock eligible for future sale and for exchange.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market in the future or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of Class A common stock in the future at a time and at a price that we deem appropriate. We had a total of 673,609,987 shares of Class A common stock outstanding as of February 21, 2020. Subject to the lock-up restrictions described below, we may issue and sell in the future additional shares of Class A common stock. Limited partners of Blackstone Holdings owned an aggregate of 470,859,228 Blackstone Holdings Partnership Units outstanding as of February 21, 2020. In connection with our initial public offering, we entered into an exchange agreement with holders of Blackstone Holdings Partnership Units (other than The Blackstone Group Inc.'s wholly owned subsidiaries) so that these holders, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, may up to four times each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of The Blackstone Group Inc. Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings Partnerships to effect an exchange for a share of Class A common stock. The Class A common stock we issue upon such exchanges would be "restricted securities," as defined in Rule 144 under the Securities Act, unless we register such issuances. However, we have entered into a registration rights agreement with the limited partners of Blackstone Holdings that requires us to register these shares of Class A common stock under the Securities Act and we have filed registration statements that cover the delivery of Class A common stock issued upon exchange of Blackstone Holdings Partnership Units. See "Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence — Transactions with Related Persons — Registration Rights Agreement." While the partnership agreements of the Blackstone Holdings Partnerships and related agreements contractually restrict the ability of Blackstone personnel to transfer the Blackstone Holdings Partnership Units or The Blackstone Group Inc. Class A common stock they hold and require that they maintain a minimum amount of equity ownership during their employ by us, these contractual provisions may lapse over time or be waived, modified or amended at any time.

As of February 21, 2020, we had granted 16,483,918 outstanding deferred restricted shares of Class A common stock and 34,874,324 outstanding deferred restricted Blackstone Holdings Partnership Units to our non-senior managing director professionals and senior managing directors under The Blackstone Group Inc. 2007 Amended and Restated 2007 Equity Incentive Plan ("2007 Equity Incentive Plan"). The aggregate number of shares of Class A common stock and Blackstone Holdings Partnership Units (together, "Shares") covered by our 2007 Equity Incentive Plan is increased on the first day of each fiscal year during its term by a number of Shares equal to the positive difference, if any, of (a) 15% of the aggregate number of Shares outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by The Blackstone Group Inc. or its wholly owned subsidiaries) minus (b) the aggregate number of Shares covered by our 2007 Equity Incentive Plan as of such date (unless the administrator of the 2007 Equity Incentive Plan should decide to increase the number of Shares covered by the plan by a lesser amount). An aggregate of 168,989,929 additional Shares were available for grant under our 2007 Equity Incentive Plan as of February 21, 2020. We have filed a registration statement and intend to file additional registration statements on Form S-8 under the Securities Act to register Class A common stock covered by the 2007 Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, Class A common stock registered under such registration statement will be available for sale in the open market.



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In addition, the Blackstone Holdings partnership agreements authorize the wholly owned subsidiaries of The Blackstone Group Inc. which are the general partners of those partnerships to issue an unlimited number of additional partnership securities of the Blackstone Holdings Partnerships with such designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Blackstone Holdings Partnership Units, and which may be exchangeable for our shares of Class A common stock.

The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of Class A common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response the market price of our Class A common stock could decrease significantly. You may be unable to resell your Class A common stock at or above the price you paid for them.

Our certificate of incorporation also provides us with a right to acquire all of the then outstanding shares of Class A common stock under specified circumstances, which may adversely affect the price of our shares of Class A common stock and the ability of holders of shares of Class A common stock to participate in further growth in our stock price.

Our certificate of incorporation provides that, if at any time, less than 10% of the total shares of any class our stock then outstanding (other than Class B common stock and Class C common stock) is held by persons other than the Class C Shareholder and its affiliates, we may exercise our right to call and purchase all of the then outstanding shares of Class A common stock held by persons other than the Class C Shareholder or its affiliates or assign this right to the Class C Shareholder or any of its affiliates. As a result, a shareholder may have his or her shares of Class A common stock purchased from him or her at an undesirable time or price and in a manner which adversely affects the ability of a shareholder to participate in further growth in our stock price.

## Item 1B. Unresolved Staff Comments

None.

## Item 2. Properties

Our principal executive offices are located in leased office space at 345 Park Avenue, New York, New York. As of December 31, 2019, we also leased offices in Dublin, Hong Kong, London, Mumbai, Singapore, Sydney, Tokyo and other cities around the world. We consider these facilities to be suitable and adequate for the management and operations of our business.

## Item 3. Legal Proceedings

We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “— Item 1A. Risk Factors” above. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period.

In December 2017, a purported derivative suit (Mayberry v. KKR & Co., L.P., et al.) was filed in the Commonwealth of Kentucky Franklin County Circuit Court on behalf of the Kentucky Retirement System ("KRS") by eight of its members and beneficiaries alleging various breaches of fiduciary duty and other violations of Kentucky state law in connection with KRS's investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. ("BAAM L.P."). The suit names more than 30 defendants, including The Blackstone Group L.P.; BAAM L.P.; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and



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J. Tomilson Hill, as then-President and CEO of the Hedge Fund Solutions Group, Vice Chairman of Blackstone and CEO of BAAM (collectively, the "Blackstone Defendants"). Aside from the Blackstone Defendants, the action also names current and former KRS trustees and former KRS officers and various other service providers to KRS and their related persons.

The plaintiffs filed an amended complaint in January 2018. In November 2018, the Circuit Court granted one defendant's motion to dismiss and denied all other defendants' motions to dismiss, including those of the Blackstone Defendants. In January 2019, certain of the KRS trustee and officer defendants noticed appeals from the denial of the motions to dismiss to the Kentucky Court of Appeals, and also filed a motion to stay the Mayberry proceedings in Circuit Court pending the outcome of those appeals. In addition, several defendants, including Blackstone and BAAM L.P., filed petitions in the Kentucky Court of Appeals for a writ of prohibition against the ongoing Mayberry proceedings on the ground that the plaintiffs lack standing. In April 2019, the KRS trustee and officer defendants' appeals were transferred to the Kentucky Supreme Court.

On April 23, 2019, the Kentucky Court of Appeals granted the Blackstone Defendants' petition for a writ of prohibition and vacated the Circuit Court's November 30, 2018 Opinion and Order denying the motion to dismiss for lack of standing. On April 24, 2019, the Mayberry Plaintiffs filed a notice of appeal of that order to the Kentucky Supreme Court. The Kentucky Supreme Court heard oral argument on the appeal on October 24, 2019.

Blackstone believes that this suit is totally without merit and intends to defend it vigorously.

## Item 4. Mine Safety Disclosures

Not applicable.



## Part II.

## Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our Class A common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "BX."

The number of holders of record of our Class A common stock as of February 21, 2020 was 70. This does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers. Blackstone Partners L.L.C. is the sole holder of the single share of Class B common stock outstanding and Blackstone Group Management L.L.C. is the sole holder of the single share of Class C common stock outstanding.

The following table sets forth the quarterly per share dividends earned for the periods indicated. Each quarter's dividends are declared and paid in the following quarter.

<table><tr><td></td><td>2019</td><td>2018</td></tr><tr><td>First Quarter</td><td>$ 0.37</td><td>$ 0.35</td></tr><tr><td>Second Quarter</td><td>0.48</td><td>0.58</td></tr><tr><td>Third Quarter</td><td>0.49</td><td>0.64</td></tr><tr><td>Fourth Quarter</td><td>0.61</td><td>0.58</td></tr><tr><td></td><td>$ 1.95</td><td>$ 2.15</td></tr></table>

## Dividend Policy

Our intention is to pay to holders of Class A common stock a quarterly dividend representing approximately 85% of The Blackstone Group Inc.'s share of Distributable Earnings, subject to adjustment by amounts determined by Blackstone's board of directors to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upwards or downwards in any one quarter. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such quarterly dividends or even to eliminate such dividends entirely.

For Blackstone’s definition of Distributable Earnings, see “— Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Financial Measures and Indicators.”

Because The Blackstone Group Inc. is a holding company and has no material assets other than its ownership of partnership units in Blackstone Holdings (held through wholly owned subsidiaries), we fund any dividends by The Blackstone Group Inc. by causing Blackstone Holdings to make distributions to its partners, including The Blackstone Group Inc. (through its wholly owned subsidiaries). If Blackstone Holdings makes such distributions, the limited partners of Blackstone Holdings will be entitled to receive equivalent distributions pro-rata based on their partnership interests in Blackstone Holdings. The Blackstone Group Inc. then dividends its share of such distributions, net of taxes and amounts payable under the tax receivable agreements, to our shareholders on a pro-rata basis.

Because the publicly traded entity and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements described in "— Item 8. Financial Statements and Supplementary Data — Notes to the Consolidated Financial Statements — Note 18. Related Party Transactions," the amounts ultimately paid as dividends by The Blackstone Group Inc. to common shareholders in respect of each fiscal year are generally expected to be less, on a per share or per unit basis, than the amounts distributed by the Blackstone Holdings Partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships in respect of their Blackstone Holdings Partnership Units. Following the Conversion, we expect to pay more corporate income taxes than we would have as a limited partnership, which will increase this difference in the dividend and/or distribution amounts on a per share or per unit basis.



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Dividends are treated as qualified dividends to the extent of Blackstone’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of the shareholder’s basis.

In addition, the partnership agreements of the Blackstone Holdings Partnerships provide for cash distributions, which we refer to as “tax distributions,” to the partners of such partnerships if the wholly owned subsidiaries of The Blackstone Group Inc. which are the general partners of the Blackstone Holdings Partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). The Blackstone Holdings Partnerships will make tax distributions only to the extent distributions from such partnerships for the relevant year were otherwise insufficient to cover such estimated assumed tax liabilities.

## Unit Repurchases in the Fourth Quarter of 2019

The following table sets forth information regarding repurchases of shares of our Class A common stock during the quarter ended December 31, 2019:

<table><tr><td>Period</td><td>Total Number of Shares Purchased</td><td>Average Price Paid per Share</td><td>Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)</td><td>Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (Dollars in Thousands) (a)</td></tr><tr><td>Oct. 1 - Oct. 31, 2019</td><td>—</td><td>$ —</td><td>—</td><td>$ 864,012</td></tr><tr><td>Nov. 1 - Nov. 30, 2019</td><td>—</td><td>$ —</td><td>—</td><td>$ 864,012</td></tr><tr><td>Dec. 1 - Dec. 31, 2019</td><td>1,500,000</td><td>$ 55.22</td><td>1,500,000</td><td>$ 781,182</td></tr><tr><td></td><td>1,500,000</td><td></td><td>1,500,000</td><td></td></tr></table>

(a) On July 16, 2019, our board of directors authorized the repurchase of up to $1.0 billion of Class A common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 16. Earnings Per Share and Stockholder’s Equity” and “— Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Sources and Uses of Liquidity” for further information regarding this unit repurchase program.

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our shares and Blackstone Holdings Partnership Units.



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## Item 6. Selected Financial Data

The consolidated statements of financial condition and income data as of and for each of the five years ended December 31, 2019 have been derived from our consolidated financial statements. The audited Consolidated Statements of Financial Condition as of December 31, 2019 and 2018 and the Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017 are included in "Part II. Item 8. Financial Statements and Supplementary Data" of this filing. The audited Consolidated Statements of Financial Condition as of December 31, 2017, 2016 and 2015 and the Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 are not included in this Form 10-K. Historical results are not necessarily indicative of results for any future period.

Effective January 1, 2018, Blackstone adopted new GAAP guidance on revenue recognition and implemented a change in accounting principal related to carried interest and incentive allocations, which are now accounted for under the GAAP guidance for equity method investments and are presented within Total Investment Income in the table below. Historical results for 2017, 2016 and 2015 have been recast to reflect these changes.

The selected consolidated financial data should be read in conjunction with “— Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Form 10-K:

<table><tr><td rowspan="3"></td><td colspan="5">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td colspan="5">(Dollars in Thousands, Except Per Share Data)</td></tr><tr><td>Revenues</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Management and Advisory Fees, Net</td><td>$3,472,155</td><td>$3,027,796</td><td>$2,751,322</td><td>$2,464,290</td><td>$2,566,449</td></tr><tr><td>Incentive Fees</td><td>129,911</td><td>57,540</td><td>242,514</td><td>149,928</td><td>168,554</td></tr><tr><td>Total Investment Income</td><td>3,473,813</td><td>2,903,659</td><td>4,144,712</td><td>2,381,604</td><td>1,844,930</td></tr><tr><td>Interest and Dividend Revenue and Other</td><td>262,391</td><td>844,264</td><td>6,467</td><td>150,477</td><td>102,739</td></tr><tr><td>Total Revenues</td><td>7,338,270</td><td>6,833,259</td><td>7,145,015</td><td>5,146,299</td><td>4,682,672</td></tr><tr><td>Expenses</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total Compensation and Benefits</td><td>3,067,857</td><td>2,674,691</td><td>2,933,523</td><td>2,202,986</td><td>2,296,515</td></tr><tr><td>General, Administrative and Other</td><td>679,408</td><td>594,873</td><td>488,582</td><td>541,624</td><td>600,047</td></tr><tr><td>Interest Expense</td><td>199,648</td><td>163,990</td><td>197,486</td><td>152,654</td><td>144,522</td></tr><tr><td>Fund Expenses</td><td>17,738</td><td>78,486</td><td>132,787</td><td>52,181</td><td>79,499</td></tr><tr><td>Total Expenses</td><td>3,964,651</td><td>3,512,040</td><td>3,752,378</td><td>2,949,445</td><td>3,120,583</td></tr><tr><td>Other Income</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Change in Tax Receivable Agreement Liability</td><td>161,567</td><td>—</td><td>403,855</td><td>—</td><td>82,707</td></tr><tr><td>Net Gains from Fund Investment Activities</td><td>282,829</td><td>191,722</td><td>321,597</td><td>184,750</td><td>176,364</td></tr><tr><td>Total Other Income</td><td>444,396</td><td>191,722</td><td>725,452</td><td>184,750</td><td>259,071</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>3,818,015</td><td>3,512,941</td><td>4,118,089</td><td>2,381,604</td><td>1,821,160</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>(47,952)</td><td>249,390</td><td>743,147</td><td>132,362</td><td>190,398</td></tr><tr><td>Net Income</td><td>3,865,967</td><td>3,263,551</td><td>3,374,942</td><td>2,249,242</td><td>1,630,762</td></tr><tr><td>Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities</td><td>(121)</td><td>(2,104)</td><td>13,806</td><td>3,977</td><td>11,145</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Consolidated Entities</td><td>476,779</td><td>358,878</td><td>497,439</td><td>246,152</td><td>219,900</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Blackstone Holdings</td><td>1,339,627</td><td>1,364,989</td><td>1,392,323</td><td>960,099</td><td>686,529</td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc.</td><td>$2,049,682</td><td>$1,541,788</td><td>$1,471,374</td><td>$1,039,014</td><td>$713,188</td></tr></table>



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<table><tr><td rowspan="3"></td><td colspan="6">Year Ended December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td colspan="6">(Dollars in Thousands, Except Per Share Data)</td></tr><tr><td>Net Income Per Share of Class A Common Stock</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 3.03</td><td>$ 2.27</td><td>$ 2.21</td><td>$ 1.60</td><td>$ 1.12</td><td></td></tr><tr><td>Diluted</td><td>$ 3.03</td><td>$ 2.26</td><td>$ 2.21</td><td>$ 1.56</td><td>$ 1.04</td><td></td></tr><tr><td>Dividends Declared Per Share of Class A Common Stock (a)</td><td>$ 1.92</td><td>$ 2.42</td><td>$ 2.32</td><td>$ 1.66</td><td>$ 2.90</td><td></td></tr></table>

(a) Dividends declared reflects the calendar date of declaration for each dividend. The fourth quarter dividend, if any, for any fiscal year will be declared and paid in the subsequent fiscal year.

<table><tr><td rowspan="3"></td><td colspan="6">December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td>2016</td><td>2015</td><td></td></tr><tr><td colspan="6">(Dollars in Thousands)</td></tr><tr><td>Statement of Financial Condition Data</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total Assets (a)</td><td>$ 32,585,506</td><td>$ 28,924,650</td><td>$ 34,415,919</td><td>$ 26,386,650</td><td>$ 22,510,246</td><td></td></tr><tr><td>Senior Notes</td><td>$ 4,600,856</td><td>$ 3,471,151</td><td>$ 3,514,815</td><td>$ 3,399,922</td><td>$ 2,797,060</td><td></td></tr><tr><td>Total Liabilities (a)</td><td>$ 17,482,454</td><td>$ 15,170,564</td><td>$ 20,692,828</td><td>$ 13,879,169</td><td>$ 10,286,836</td><td></td></tr><tr><td>Redeemable Non-Controlling Interests in Consolidated Entities</td><td>$ 87,651</td><td>$ 141,779</td><td>$ 210,944</td><td>$ 185,390</td><td>$ 183,459</td><td></td></tr><tr><td>Total Equity/Partners’ Capital</td><td>$ 15,015,401</td><td>$ 13,612,307</td><td>$ 13,512,147</td><td>$ 12,322,091</td><td>$ 12,039,951</td><td></td></tr></table>

(a) The decrease in Total Assets and Total Liabilities from December 31, 2017 to December 31, 2018 is primarily due to the deconsolidation of CLOs and other fund entities, partially offset by the launch of new consolidated CLOs. The increase in Total Assets and Total Liabilities from December 31, 2016 to December 31, 2017 is principally due to new consolidated CLO vehicles managed by our Credit segment.



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## Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with The Blackstone Group Inc.'s consolidated financial statements and the related notes included within this Annual Report on Form 10-K.

This section of this Form 10-K generally discusses 2019 and 2018 items and year to year comparisons between 2019 and 2018. For the discussion of 2018 compared to 2017 see "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of Blackstone's Annual Report on Form 10-K for the year ended December 31, 2018, which specific discussion is incorporated herein by reference.

Effective July 1, 2019, The Blackstone Group L.P. (the "Partnership") converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. (the "Conversion"). This report includes the results for the Partnership prior to the Conversion and The Blackstone Group Inc. following the Conversion. In this report, references to "Blackstone," the "Company," "we," "us" or "our" refer to (a) The Blackstone Group Inc. and its consolidated subsidiaries following the Conversion and (b) the Partnership and its consolidated subsidiaries prior to the Conversion. All references to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Class A common stock. All references to dividends prior to the Conversion refer to distributions. See "— Organizational Structure."

## Our Business

Blackstone is one of the world’s leading investment firms. Our business is organized into four segments:

- Real Estate. Our real estate business is a global leader in real estate investing. Our real estate segment operates as one globally integrated business, with investments in North America, Europe, Asia and Latin America. Our real estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors and to make a positive impact on the communities in which we invest.

Our Blackstone Real Estate Partners (“BREP”) funds are geographically diversified and target a broad range of “opportunistic” real estate and real estate-related investments. The BREP funds include global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality assets, focusing where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, rental housing, office hospitality and retail properties around the world, as well as a variety of real estate operating companies.

Our Blackstone Real Estate Debt Strategies (“BREDS”) vehicles primarily target real estate-related debt investment opportunities. BREDS’ scale and investment mandates enable it to provide a variety of lending and investment options including mezzanine loans, senior loans and liquid securities. The BREDS platform includes a number of high-yield real estate debt funds, liquid real estate debt funds and BXMT, a NYSE-listed real estate investment trust (“REIT”).

Our core+ real estate business includes Blackstone Property Partners (“BPP”) and a non-exchange traded REIT (“BREIT”). BPP has assembled a global portfolio of high-quality investments across North America, Europe and Asia, which target substantially stabilized assets in prime markets with a focus on industrial, multifamily, office and retail assets. BREIT invests primarily in stabilized income-oriented commercial real estate in the U.S. and to a lesser extent in real estate-related securities.

- Private Equity. Our Private Equity segment includes our corporate private equity business, which consists of (a) our flagship private equity funds (Blackstone Capital Partners (“BCP”) funds), (b) our sector-focused private equity funds, including our energy-focused funds (Blackstone Energy Partners (“BEP”) funds) and (c) our Asia-focused fund (Blackstone Capital Partners Asia (“BCP Asia”) fund). In addition, our Private Equity segment includes (a) our core private equity fund, Blackstone Core Equity Partners (“BCEP”),



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(b) our opportunistic investment platform that invests globally across asset classes, industries and geographies, Blackstone Tactical Opportunities (“Tactical Opportunities”), (c) our secondary fund of funds business, Strategic Partners Fund Solutions (“Strategic Partners”), (d) our infrastructure-focused funds, Blackstone Infrastructure Partners (“BIP”), (e) our life sciences private investment platform, Blackstone Life Sciences (“BXLS”), (f) a multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment, Blackstone Total Alternatives Solution (“BTAS”) and (g) our capital markets services business, Blackstone Capital Markets (“BXCM”).

We are a world leader in private equity investing. Our corporate private equity business, established in 1987, pursues transactions across industries in both established and growth-oriented businesses across the globe. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Our core private equity fund targets control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than traditional private equity.

Tactical Opportunities invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities, leveraging the intellectual capital across our various businesses while continuously optimizing its approach in the face of ever-changing market conditions. Strategic Partners is a total fund solutions provider that acquires interests in high-quality private funds from original holders seeking liquidity, makes primary investments and co-investments with financial sponsors and provides investment advisory services to clients investing in primary and secondary investments in private funds and co-investments. BIP focuses on investments across all infrastructure sectors, including energy, water and waste and communications. BXLS is our private investment platform with capabilities to invest across the life cycle of companies and products within the life sciences sector.

Hedge Fund Solutions. The principal component of our Hedge Fund Solutions segment is Blackstone Alternative Asset Management (“BAAM”). BAAM is the world’s largest discretionary allocator to hedge funds, managing a broad range of commingled and customized fund solutions since its inception in 1990. The Hedge Fund Solutions segment also includes investment platforms that seed new hedge fund businesses, purchase minority interests in more established general partners and management companies of funds, invest in special situation opportunities, create alternative solutions in the form of daily liquidity products and invest directly.

- Credit. The principal component of our Credit segment is GSO Capital Partners (“GSO”). GSO is one of the largest credit-oriented managers in the world and is the largest manager of collateralized loan obligations (“CLOs”) globally. The investment portfolios of the funds GSO manages or sub-advisers predominantly consist of loans and securities of non-investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.

GSO is organized into three overarching strategies: performing credit, distressed and long only. GSO’s performing credit strategies include mezzanine lending funds, middle market direct lending funds, including our business development company (“BDC”) and other performing credit strategy funds. GSO’s distressed strategies include credit alpha strategies, stressed/distressed funds and energy strategies. GSO’s long only strategies consist of CLOs, closed-ended funds, open-ended funds and separately managed accounts.

In addition, our Credit segment includes our publicly traded master limited partnership (“MLP”) investment platform, which is managed by Harvest. Harvest primarily invests capital raised from institutional investors in separately managed accounts and pooled vehicles, investing in publicly traded MLPs holding primarily midstream energy assets in the U.S.



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Our insurer-focused platform, BIS, also a part of our Credit segment, partners with insurers to deliver customized and diversified portfolios of Blackstone products across asset classes, including the option for full management of insurance companies' investment portfolios.

We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from capital markets services. We also invest in the funds we manage and we are entitled to a pro-rata share of the results of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”). In certain structures, we receive a contractual incentive fee from an investment fund in the event that specified cumulative investment returns are achieved (an “Incentive Fee”, and together with Performance Allocations, “Performance Revenues”). The composition of our revenues will vary based on market conditions and the cyclicality of the different businesses in which we operate. Net investment gains and investment income generated by the Blackstone Funds are driven by value created by our operating and strategic initiatives as well as overall market conditions. Fair values are affected by changes in the fundamentals of our portfolio company and other investments, the industries in which they operate, the overall economy and other market conditions.

## Business Environment

Blackstone’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world.

2019 was characterized by rising global markets and continued economic expansion, despite uncertainty related to trade disputes, geopolitical risks, and yield curve inversions in the U.S. and around the world.

In the U.S., the S&P 500 increased 29% in 2019. Global and regional equity indices also appreciated in 2019, with the MSCI World Index rising 25% and the MSCI Europe Index up 22%. The MSCI Asia and Emerging Markets Indices trailed slightly, but still finished the year up 16% and 15%, respectively.

All of the major U.S. equity market sectors posted positive returns in 2019, with particular strength in technology stocks, which were up 48% for 2019. Energy stocks lagged the overall market, ending the year up only 8%. The price of West Texas Intermediate crude oil increased 34% in 2019 to $61 per barrel, but declined to $51 in early 2020, while the Henry Hub Natural Gas spot price declined 36% in 2019 to $2.09, and declined further to $1.94 in early 2020. Spot prices for other commodities were mixed, and the Bloomberg Commodity Index increased 5% in 2019.

In fixed income, dovish U.S. monetary policy drove government bond yields lower as the U.S. Federal Reserve lowered the federal funds target range in three rate cuts to 1.5%-1.75%, noting that the current level would likely be held steady for the foreseeable future given an outlook for moderate economic growth, a strong labor market and low inflation. Ten-year U.S. Treasury yields declined 77 basis points to 1.92% in 2019, and declined another 55 basis points to 1.37% in early 2020. The Bloomberg Barclays U.S. Aggregate Index rose 9% and the Credit Suisse U.S. High-Yield Index advanced 14% in 2019. High-yield spreads contracted 161 basis points in 2019, while issuance increased 62% year-over-year.

Volatility moderated slightly in 2019, with the VIX index averaging 15.4, down 5% from the 2018 average, and ending the year at 13.8. Global equity issuance was fairly steady, down 1% in 2019. Merger and acquisition (M&A) activity was also fairly steady, with global announced M&A volumes down 1% in 2019.

The industrial sector remains soft, as industrial production declined 0.9% in the fourth quarter from the year-ago period. The Institute for Supply Management Manufacturing Purchasing Managers' Index also declined in the fourth quarter to the lowest level since June 2009, signaling ongoing contraction in the U.S. manufacturing sector.



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The U.S. continues to experience low unemployment, with a jobless rate of 3.5% — the lowest level since December 1969. Wage growth continued in the fourth quarter, with average hourly earnings increasing 3.3% year-over-year, based on the three-month average for production and nonsupervisory employees. Although the growth rate moderated from the third quarter of 2019, it remains elevated.

The global growth cycle is in a mature phase and signs of slowdown are evident in certain regions around the world, although most economists continue to expect moderate economic growth in the near term, with limited signals of an imminent recession in the U.S. as consumer and government spending remain healthy. Although the broader outlook remains constructive and progress was made on trade, including a phase one deal with China and the United States-Mexico-Canada Agreement, geopolitical instability continues to pose risk. In particular, the recent outbreak of the novel coronavirus in many countries, which is a rapidly evolving situation, has disrupted global travel and supply chains, and has adversely impacted global commercial activity and a number of industries, such as transportation, hospitality and entertainment. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the novel coronavirus, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

## Notable Transactions

On April 10, 2019, Blackstone issued € 600 million aggregate principal amount of 1.500% Senior Notes maturing on April 10, 2029.

Effective July 1, 2019, The Blackstone Group L.P. converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. See “— Organizational Structure.”

On October 10, 2019, Blackstone completed the retirement of its 5.875% Senior Notes maturing on March 15, 2021 (the "2021 Notes"). On September 3, 2019, Blackstone commenced a cash tender offer (the "Tender Offer") on the notes and subsequently redeemed the non-tendered notes.

On September 10, 2019, Blackstone issued $500 million aggregate principal amount of 2.500% Senior Notes maturing on January 10, 2030 and $400 million aggregate principal amount of 3.500% Senior Notes maturing on September 10, 2049.

## Organizational Structure

Effective July 1, 2019, The Blackstone Group L.P. converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc.



## Table of Contents

The simplified diagram below depicts our current organizational structure. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.



## Key Financial Measures and Indicators

We manage our business using certain financial measures and key operating metrics since we believe these metrics measure the productivity of our investment activities. We prepare our Consolidated Financial Statements in accordance with GAAP. See “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2. Summary of Significant Accounting Policies” and “— Critical Accounting Policies.” Our key non-GAAP financial measures and operating indicators and metrics are discussed below.

## Distributable Earnings

Distributable Earnings is derived from Blackstone’s segment reported results. Distributable Earnings is used to assess performance and amounts available for dividends to Blackstone shareholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is the sum of Segment Distributable Earnings plus Net Interest Income (Loss) less Taxes and Related Payables. Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Distributable Earnings.

Net Interest Income (Loss) is presented on a segment basis and is equal to Interest and Dividend Revenue less Interest Expense, adjusted for the impact of consolidation of Blackstone Funds, and interest expense associated with the Tax Receivable Agreement.

Taxes and Related Payables represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes excluding the tax impact of any divestitures and including the Payable under the Tax Receivable Agreement.



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## Segment Distributable Earnings

Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related Charges. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions. Segment Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Segment Distributable Earnings.

Net Realizations is presented on a segment basis and is the sum of Realized Principal Investment Income and Realized Performance Revenues (which refers to Realized Performance Revenues excluding Fee Related Performance Revenues), less Realized Performance Compensation (which refers to Realized Performance Compensation excluding Fee Related Performance Compensation and Equity-Based Performance Compensation).

## Fee Related Earnings

Fee Related Earnings is a performance measure used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Fee Related Earnings equals management and advisory fees (net of management fee reductions and offsets) plus Fee Related Performance Revenues, less (a) Fee Related Compensation on a segment basis, and (b) Other Operating Expenses. Fee Related Earnings is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Fee Related Earnings.

Fee Related Compensation is presented on a segment basis and refers to the compensation expense, excluding Equity-Based Compensation, directly related to (a) Management and Advisory Fees, Net and (b) Fee Related Performance Revenues, referred to as Fee Related Performance Compensation.

Fee Related Performance Revenues refers to the realized portion of Performance Revenues from Perpetual Capital that are (a) measured and received on a recurring basis, and (b) not dependent on realization events from the underlying investments.

## Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization

Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”), is a supplemental measure used to assess performance derived from Blackstone’s segment results and may be used to assess its ability to service its borrowings. Adjusted EBITDA represents Distributable Earnings plus the addition of (a) Interest Expense on a segment basis, (b) Taxes and Related Payables, and (c) Depreciation and Amortization. Adjusted EBITDA is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “— Non-GAAP Financial Measures” for our reconciliation of Adjusted EBITDA.

## Operating Metrics

The alternative asset management business is primarily based on managing third party capital and does not require substantial capital investment to support rapid growth. Since our inception, we have developed and used various key operating metrics to assess and monitor the operating performance of our various alternative asset management businesses in order to monitor the effectiveness of our value creating strategies.



## Table of Contents

Assets Under Management. Assets Under Management refers to the assets we manage. Our Assets Under Management equals the sum of:

(a) the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us, plus (1) the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods, or (2) for certain credit-focused funds the amounts available to be borrowed under asset based credit facilities,

(b) the net asset value of (1) our hedge funds and real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds, and our Hedge Fund Solutions drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Hedge Fund Solutions registered investment companies, and BREIT,

(c) the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts,

(d) the amount of debt and equity outstanding for our CLOs during the reinvestment period,

(e) the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period,

(f) the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies, and

(g) the fair value of common stock, preferred stock, convertible debt, or similar instruments issued by BXMT.

Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our funds of hedge funds, hedge funds, funds structured like hedge funds and other open-ended funds in our Hedge Fund Solutions, Credit and Real Estate segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually or quarterly), typically with 30 to 95 days' notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to certain separately managed accounts in our Hedge Fund Solutions and Credit segments, excluding our BIS separately managed accounts, may generally be terminated by an investor on 30 to 90 days' notice.

Fee-Earning Assets Under Management. Fee-Earning Assets Under Management refers to the assets we manage on which we derive management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:

(a) for our Private Equity segment funds and Real Estate segment carry funds, including certain BREDS and Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund,

(b) for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund,

(c) the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees,

(d) the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, and certain of our Hedge Fund Solutions drawdown funds,



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(e) the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts,

(f) the net proceeds received from equity offerings and accumulated core earnings of BXMT, subject to certain adjustments,

(g) the aggregate par amount of collateral assets, including principal cash, of our CLOs, and

(h) the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.

Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.

Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel, regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management and fee-earning assets under management are not based on any definition of assets under management and fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.

For our carry funds, total assets under management includes the fair value of the investments held and uncalled capital commitments, whereas fee-earning assets under management includes the total amount of capital commitments or the remaining amount of invested capital at cost depending on whether the investment period has expired or as specified by the fee terms of the fund. As such, fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.

Perpetual Capital. Perpetual Capital refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.

Dry Powder. Dry Powder represents the amount of capital available for investment or reinvestment, including general partner and employee capital, and is an indicator of the capital we have available for future investments.

Performance Revenue Eligible Assets Under Management. Performance Revenue Eligible Assets Under Management represents invested and to be invested capital at fair value, including capital closed for funds whose investment period has not yet commenced, on which performance revenues could be earned if certain hurdles are met.

## Income Tax Current Developments

Prior to the Conversion, certain of our share of investment income and carried interest was not subject to U.S. corporate income taxes. Subsequent to the Conversion, all income earned by us is subject to U.S. corporate income taxes, which we believe will result in an overall higher income tax expense (or benefit) over time when compared to periods prior to the Conversion.

Congress, the Organization for Economic Co-operation and Development ("OECD") and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies. The OECD, which represents a coalition of member countries, is contemplating changes to numerous long-standing tax principles through its base erosion and profit shifting ("BEPS") project, which is focused on a number of issues, including the shifting of profits between affiliated entities in different tax jurisdictions, interest deductibility and eligibility for the benefits of double tax treaties. Several of



## Table of Contents

the proposed measures are potentially relevant to some of our structures and could have an adverse tax impact on our funds, investors and/or our portfolio companies. Some member countries have been moving forward on the BEPS agenda but, because timing of implementation and the specific measures adopted will vary among participating states, significant uncertainty remains regarding the impact of BEPS proposals. If implemented, these proposals could result in a loss of tax treaty benefits and increased taxes on income from our investments.

A number of European jurisdictions have enacted taxes on financial transactions, and the European Commission has proposed legislation to harmonize these taxes under the so-called “enhanced cooperation procedure,” which provides for adoption of EU-level legislation applicable to some but not all EU Member States. These contemplated changes, if adopted by individual countries, could increase tax uncertainty and/or costs faced by us, our funds’ portfolio companies and our investors, change our business model and cause other adverse consequences. The timing or impact of these proposals is unclear at this point. In addition, tax laws, regulations and interpretations are subject to continual changes, which could adversely affect our structures or returns to our investors. For instance, various countries have adopted or proposed tax legislation that may adversely affect portfolio companies and investment structures in countries in which our funds have invested and may limit the benefits of additional investments in those countries.

## Consolidated Results of Operations

Following is a discussion of our consolidated results of operations for each of the years in the three-year period ended December 31, 2019. For a more detailed discussion of the factors that affected the results of our four business segments (which are presented on a basis that deconsolidates the investment funds we manage) in these periods, see “— Segment Analysis” below.



## Table of Contents

The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the years ended December 31, 2019, 2018 and 2017:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td><td colspan="2">2019 vs. 2018</td><td colspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td>$</td><td>%</td><td>$</td><td>%</td><td></td></tr><tr><td colspan="8">(Dollars in Thousands)</td></tr><tr><td>Revenues</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Management and Advisory Fees, Net</td><td>$ 3,472,155</td><td>$ 3,027,796</td><td>$ 2,751,322</td><td>$ 444,359</td><td>15%</td><td>$ 276,474</td><td>10%</td><td></td></tr><tr><td>Incentive Fees</td><td>129,911</td><td>57,540</td><td>242,514</td><td>72,371</td><td>126%</td><td>(184,974)</td><td>-76%</td><td></td></tr><tr><td>Investment Income (Loss)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Performance Allocations</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>1,739,000</td><td>1,876,507</td><td>3,571,811</td><td>(137,507)</td><td>-7%</td><td>(1,695,304)</td><td>-47%</td><td></td></tr><tr><td>Unrealized</td><td>1,126,332</td><td>561,373</td><td>(105,473)</td><td>564,959</td><td>101%</td><td>666,846</td><td>N/M</td><td></td></tr><tr><td>Principal Investments</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>393,478</td><td>415,862</td><td>635,769</td><td>(22,384)</td><td>-5%</td><td>(219,907)</td><td>-35%</td><td></td></tr><tr><td>Unrealized</td><td>215,003</td><td>49,917</td><td>42,605</td><td>165,086</td><td>331%</td><td>7,312</td><td>17%</td><td></td></tr><tr><td>Total Investment Income</td><td>3,473,813</td><td>2,903,659</td><td>4,144,712</td><td>570,154</td><td>20%</td><td>(1,241,053)</td><td>-30%</td><td></td></tr><tr><td>Interest and Dividend Revenue</td><td>182,398</td><td>171,947</td><td>139,696</td><td>10,451</td><td>6%</td><td>32,251</td><td>23%</td><td></td></tr><tr><td>Other</td><td>79,993</td><td>672,317</td><td>(133,229)</td><td>(592,324)</td><td>-88%</td><td>805,546</td><td>N/M</td><td></td></tr><tr><td>Total Revenues</td><td>7,338,270</td><td>6,833,259</td><td>7,145,015</td><td>505,011</td><td>7%</td><td>(311,756)</td><td>-4%</td><td></td></tr><tr><td>Expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Compensation and Benefits</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> Compensation</td><td>1,820,330</td><td>1,609,957</td><td>1,442,485</td><td>210,373</td><td>13%</td><td>167,472</td><td>12%</td><td></td></tr><tr><td>Incentive Fee Compensation</td><td>44,300</td><td>33,916</td><td>105,279</td><td>10,384</td><td>31%</td><td>(71,363)</td><td>-68%</td><td></td></tr><tr><td>Performance Allocations Compensation</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>662,942</td><td>711,076</td><td>1,281,965</td><td>(48,134)</td><td>-7%</td><td>(570,889)</td><td>-45%</td><td></td></tr><tr><td>Unrealized</td><td>540,285</td><td>319,742</td><td>103,794</td><td>220,543</td><td>69%</td><td>215,948</td><td>208%</td><td></td></tr><tr><td>Total Compensation and Benefits</td><td>3,067,857</td><td>2,674,691</td><td>2,933,523</td><td>393,166</td><td>15%</td><td>(258,832)</td><td>-9%</td><td></td></tr><tr><td>General, Administrative and Other</td><td>679,408</td><td>594,873</td><td>488,582</td><td>84,535</td><td>14%</td><td>106,291</td><td>22%</td><td></td></tr><tr><td>Interest Expense</td><td>199,648</td><td>163,990</td><td>197,486</td><td>35,658</td><td>22%</td><td>(33,496)</td><td>-17%</td><td></td></tr><tr><td>Fund Expenses</td><td>17,738</td><td>78,486</td><td>132,787</td><td>(60,748)</td><td>-77%</td><td>(54,301)</td><td>-41%</td><td></td></tr><tr><td>Total Expenses</td><td>3,964,651</td><td>3,512,040</td><td>3,752,378</td><td>452,611</td><td>13%</td><td>(240,338)</td><td>-6%</td><td></td></tr><tr><td>Other Income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Change in Tax Receivable Agreement Liability</td><td>161,567</td><td>—</td><td>403,855</td><td>161,567</td><td>N/M</td><td>(403,855)</td><td>-100%</td><td></td></tr><tr><td>Net Gains from Fund Investment Activities</td><td>282,829</td><td>191,722</td><td>321,597</td><td>91,107</td><td>48%</td><td>(129,875)</td><td>-40%</td><td></td></tr><tr><td>Total Other Income</td><td>444,396</td><td>191,722</td><td>725,452</td><td>252,674</td><td>132%</td><td>(533,730)</td><td>-74%</td><td></td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>3,818,015</td><td>3,512,941</td><td>4,118,089</td><td>305,074</td><td>9%</td><td>(605,148)</td><td>-15%</td><td></td></tr><tr><td>Provision (Benefit) for Taxes</td><td>(47,952)</td><td>249,390</td><td>743,147</td><td>(297,342)</td><td>N/M</td><td>(493,757)</td><td>-66%</td><td></td></tr><tr><td>Net Income</td><td>3,865,967</td><td>3,263,551</td><td>3,374,942</td><td>602,416</td><td>18%</td><td>(111,391)</td><td>-3%</td><td></td></tr><tr><td>Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities</td><td>(121)</td><td>(2,104)</td><td>13,806</td><td>1,983</td><td>-94%</td><td>(15,910)</td><td>N/M</td><td></td></tr><tr><td>Net Income Attributable to Non- Controlling Interests in Consolidated Entities</td><td>476,779</td><td>358,878</td><td>497,439</td><td>117,901</td><td>33%</td><td>(138,561)</td><td>-28%</td><td></td></tr><tr><td>Net Income Attributable to Non- Controlling Interests in Blackstone Holdings</td><td>1,339,627</td><td>1,364,989</td><td>1,392,323</td><td>(25,362)</td><td>-2%</td><td>(27,334)</td><td>-2%</td><td></td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc.</td><td>$ 2,049,682</td><td>$ 1,541,788</td><td>$ 1,471,374</td><td>$ 507,894</td><td>33%</td><td>$ 70,414</td><td>5%</td><td></td></tr></table>

N/M Not meaningful.



## Table of Contents

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

## Revenues

Revenues were $7.3 billion for the year ended December 31, 2019, an increase of $505.0 million compared to $6.8 billion for the year ended December 31, 2018. The increase in Revenues was primarily attributable to increases of $570.2 million in Investment Income, $444.4 million in Management and Advisory Fees, Net and $72.4 million in Incentive Fees, partially offset by a decrease of $592.3 million in Other Revenue.

The increase in Investment Income was primarily attributable to increases in our Real Estate, Credit and Hedge Fund Solutions segments of $1.0 billion, $173.4 million and $53.7 million, respectively, partially offset by a decrease in our Private Equity segment of $632.8 million. The increase in our Real Estate segment was primarily attributable to higher net appreciation of investment holdings in our BREP opportunistic funds. The carrying value of investments for our BREP opportunistic funds increased 17.6% for the year ended December 31, 2019 compared to 9.8% for the year ended December 31, 2018. The increase in our Credit segment was primarily attributable to higher returns in 2019 than in 2018 due to the negative impact of decreases in certain public positions and the volatility in the energy and credit markets in 2018. The increase in our Hedge Fund Solutions segment was primarily driven by higher net appreciation of investments of which Blackstone owns a share. The decrease in our Private Equity segment was primarily due to lower appreciation in corporate private equity. Corporate private equity carrying value increased 9.3% for the year ended December 31, 2019 compared to 19.1% for the year ended December 31, 2018.

The increase in Management and Advisory Fees, Net was primarily due to increases in our Private Equity, Real Estate, Credit and Hedge Fund Solutions segments of $234.4 million, $138.7 million, $37.4 million and $37.3 million, respectively. The increase in our Private Equity segment was primarily due to increases in Fee-Earning Assets Under Management in Strategic Partners, BIP and Tactical Opportunities. The increase in our Real Estate segment was primarily due to Fee-Earning Asset Under Management growth in our core+ real estate funds and BREDS insurance separately managed accounts, as well as higher management and transaction fees in BXMT. The increase in our Credit segment was primarily due to the launch of several GSO and BIS funds subsequent to the year ended December 31, 2018, including successor flagship funds and multiple long only funds, as well as a full year of management fees on our BDC, partially offset by the receipt of a fixed payment in the first quarter of 2018 in connection with the conclusion of our sub-advisory relationship with FS Investments. The increase in our Hedge Fund Solutions segment was primarily due to Fee-Earning Asset Under Management growth in our individual investor and specialized solutions funds and a reduction of placement fees, which offset Base Management Fees.

The increase in Incentive Fees was primarily due to increases in our Hedge Fund Solutions and Credit segments of $52.8 million and $12.8 million, respectively. The increase in our Hedge Fund Solutions segment was primarily due to higher returns across a number of strategies, including customized solutions, commingled products and individual investor solutions and specialized solutions, compared to the year ended December 31, 2018. The increase in our Credit segment was primarily due to the contribution of a full year of fees from our BDC in 2019.

The decrease in Other Revenue was primarily due to proceeds received during the year ended December 31, 2018 from the conclusion of our sub-advisory relationship with FS Investments, partially offset by a foreign exchange gain on our euro denominated bonds.

## Expenses

Expenses were $4.0 billion for the year ended December 31, 2019, an increase of $452.6 million, compared to $3.5 billion for the year ended December 31, 2018. The increase was primarily attributable to increases in Compensation, Performance Allocations Compensation and General, Administrative and Other Expenses, partially offset by a decrease of $60.7 million in Fund Expenses. The increase of $210.4 million in Compensation was due to the increase in Management and Advisory Fees, Net, on which a portion of compensation is based. The increase of $172.4 million in Performance Allocations Compensation was primarily due to the increase in Investment Income. The increase of $84.5 million in General, Administrative and Other Expenses was primarily due to new business growth, legal and advisory fees associated with the Conversion as well as consulting fees. The decrease of $60.7 million in Fund Expenses was due to a decrease of $61.3 million in our Credit segment primarily from the deconsolidation of certain CLO and other vehicles in 2018.



## Table of Contents

## Other Income

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Other Income was $444.4 million for the year ended December 31, 2019, an increase of $252.7 million, compared to $191.7 million for the year ended December 31, 2018. The increase in Other Income was due to increases of $161.6 million in Change in Tax Receivable Agreement Liability and $91.1 million in Net Gains from Fund Investment Activities.

The increase in Other Income — Change in Tax Receivable Agreement Liability was primarily attributable to the Conversion.

The increase in Other Income — Net Gain from Fund Investment Activities was principally driven by increases of $58.7 million and $52.2 million in our Real Estate and Credit segments, respectively, partially offset by a decrease of $20.9 million in our Private Equity segment. The increase in our Real Estate segment was primarily due to a year-over-year net increase in the appreciation of investments in our BREP opportunistic funds. The increase in our Credit segment was primarily driven by a year-over-year net increase in appreciation of CLOs and other vehicles, partially offset by the deconsolidation of certain CLO and other vehicles during the twelve months ended December 31, 2018. The decrease in our Private Equity segment was primarily due to lower appreciation of investments across the private equity funds.

Provision (Benefit) for Taxes

The following table summarizes Blackstone’s tax position:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018 (Dollars in Thousands)</td><td>2017</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>$3,818,015</td><td>$3,512,941</td><td>$4,118,089</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>$ (47,952)</td><td>$ 249,390</td><td>$ 743,147</td></tr><tr><td>Effective Income Tax Rate</td><td>-1.3%</td><td>7.1%</td><td>18.0%</td></tr></table>

The following table reconciles the effective income tax rate to the U.S. federal statutory tax rate:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td><td rowspan="2">2019 vs. 2018</td><td rowspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Statutory U.S. Federal Income Tax Rate</td><td></td><td></td><td></td><td></td><td>-</td></tr><tr><td>Income Passed Through to Common Shareholders and Non-Controlling Interest Holders (a)</td><td>21.0%</td><td>21.0%</td><td>35.0%</td><td>—</td><td>14.0%</td></tr><tr><td>State and Local Income Taxes</td><td>-</td><td>-</td><td>-</td><td></td><td></td></tr><tr><td>Equity-Based Compensation</td><td>13.5%</td><td>15.5%</td><td>25.9%</td><td>2.0%</td><td>10.4%</td></tr><tr><td>Change to a Taxable Corporation</td><td>1.6%</td><td>1.8%</td><td>1.5%</td><td>-0.2%</td><td>0.3%</td></tr><tr><td></td><td>—</td><td>—</td><td>-0.1%</td><td>—</td><td>0.1%</td></tr><tr><td>Impact of the Tax Reform Bill</td><td>-</td><td></td><td></td><td>-</td><td></td></tr><tr><td>Change in Valuation Allowance (b)</td><td>10.3%</td><td>—</td><td>—</td><td>10.3%</td><td>—</td></tr><tr><td>Other</td><td>-</td><td>—</td><td>8.3%</td><td>—</td><td>-8.3%</td></tr><tr><td>Effective Income Tax Rate</td><td>0.7%</td><td>-0.2%</td><td>-0.8%</td><td>0.9%</td><td>0.6%</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td>-</td></tr><tr><td></td><td>-1.3%</td><td>7.1%</td><td>18.0%</td><td>-8.4%</td><td>10.9%</td></tr></table>

(a) Includes income that was not taxable to Blackstone and its subsidiaries. Such income was directly taxable to shareholders of Blackstone’s Class A common stock for the period prior to the Conversion and remains taxable to Blackstone’s non-controlling interest holders.

(b) The Change in Valuation Allowance for the year ended December 31, 2019 represents the change from July 1, 2019 to December 31, 2019, following the change to a taxable corporation.



## Table of Contents

Blackstone’s Provision (Benefit) for Taxes for the years ended December 31, 2019, 2018 and 2017 was $(48.0) million, $249.4 million and $743.1 million, respectively. This resulted in an effective tax rate of -1.3%, 7.1% and 18.0%, respectively, based on our Income Before Provision (Benefit) for Taxes of $3.8 billion, $3.5 billion and $4.1 billion, respectively.

The decrease in Blackstone’s effective tax rate for the year ended December 31, 2019, compared with the year ended December 31, 2018 resulted primarily from the tax benefit recorded on the date of the Conversion, which was partially offset by a higher level of income being subject to U.S. federal (and state and local) corporate income taxes following the Conversion.

Additional information regarding our income taxes can be found in “— Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15. Income Taxes” of this filing.

## Non-Controlling Interests in Consolidated Entities

The Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income Attributable to Non-Controlling Interests in Consolidated Entities is attributable to the consolidated Blackstone Funds. The amounts of these items vary directly with the performance of the consolidated Blackstone Funds and largely eliminate the amount of Other Income — Net Gains from Fund Investment Activities from the Net Income (Loss) Attributable to The Blackstone Group Inc.

Net Income Attributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision (Benefit) for Taxes, excluding the Net Gains from Fund Investment Activities and the percentage allocation of the income between Blackstone personnel and others who are limited partners of Blackstone Holdings and Blackstone after considering any contractual arrangements that govern the allocation of income such as fees allocable to Blackstone.

For the years ended December 31, 2019, 2018 and 2017, the Net Income Before Taxes allocated to Blackstone personnel and others who are limited partners of Blackstone Holdings was 43.9%, 44.0% and 44.9%, respectively. The decrease of 0.1% was primarily due to conversions of Blackstone Holdings Partnership Units to shares of Class A common stock and the vesting of shares of Class A common stock.

The Other Income — Reduction of Tax Receivable Agreement Liability was entirely allocated to The Blackstone Group Inc.



## Table of Contents

## Operating Metrics

The following graphs and tables summarize the Fee-Earning Assets Under Management by Segment and Total Assets Under Management by Segment, followed by a rollforward of activity for the years ended December 31, 2019, 2018 and 2017. For a description of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see "— Key Financial Measures and Indicators — Operating Metrics — Assets Under Management and Fee-Earning Assets Under Management."

Assets Under Management by Segment



Note: Totals may not add due to rounding.



<table><tr><td rowspan="3"></td><td colspan="12">Year Ended December 31,</td></tr><tr><td colspan="6">2019</td><td colspan="6">2018</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total</td><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total</td><td></td><td></td></tr><tr><td>Fee-Earning Assets Under Management</td><td></td><td></td><td></td><td></td><td>(Dollars in Thousands)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Balance, Beginning of Period</td><td>$ 93,252,724</td><td>$80,008,166</td><td>$ 72,280,606</td><td>$ 96,986,011</td><td>$342,527,507</td><td>$83,984,824</td><td>$70,140,883</td><td>$ 69,914,061</td><td>$111,304,230</td><td>$335,343,998</td><td></td><td></td><td></td></tr><tr><td>Inflows, including Commitments (a)</td><td>52,424,662</td><td>27,260,480</td><td>11,488,234</td><td>21,069,189</td><td>112,242,565</td><td>17,961,223</td><td>16,096,543</td><td>12,354,410</td><td>24,587,957</td><td>71,000,133</td><td></td><td></td><td></td></tr><tr><td>Outflows, including Distributions (b)</td><td>(9,690,143)</td><td>(2,352,716)</td><td>(11,928,940)</td><td>(9,067,554)</td><td>(33,039,353)</td><td>(2,000,367)</td><td>(1,888,223)</td><td>(10,278,403)</td><td>(27,640,908)</td><td>(41,807,901)</td><td></td><td></td><td></td></tr><tr><td>Net Inflows (Outflows)</td><td>42,734,519</td><td>24,907,764</td><td>(440,706)</td><td>12,001,635</td><td>79,203,212</td><td>15,960,856</td><td>14,208,320</td><td>2,076,007</td><td>(3,052,951)</td><td>29,192,232</td><td></td><td></td><td></td></tr><tr><td>Realizations (c)</td><td>(11,353,675)</td><td>(7,212,993)</td><td>(1,153,785)</td><td>(5,629,089)</td><td>(25,349,542)</td><td>(8,781,140)</td><td>(4,729,843)</td><td>(429,912)</td><td>(6,672,539)</td><td>(20,613,434)</td><td></td><td></td><td></td></tr><tr><td>Market Activity (d)(g)</td><td>3,580,569</td><td>71,027</td><td>4,949,889</td><td>3,092,190</td><td>11,693,675</td><td>2,088,184</td><td>388,806</td><td>720,450</td><td>(4,592,729)</td><td>(1,395,289)</td><td></td><td></td><td></td></tr><tr><td>Balance, End of Period (e)</td><td>$128,214,137</td><td>$97,773,964</td><td>$ 75,636,004</td><td>$106,450,747</td><td>$408,074,852</td><td>$93,252,724</td><td>$80,008,166</td><td>$ 72,280,606</td><td>$ 96,986,011</td><td>$342,527,507</td><td></td><td></td><td></td></tr><tr><td>Increase (Decrease)</td><td>$ 34,961,413</td><td>$17,765,798</td><td>$ 3,355,398</td><td>$ 9,464,736</td><td>$ 65,547,345</td><td>$ 9,267,900</td><td>$ 9,867,283</td><td>$ 2,366,545</td><td>$ (14,318,219)</td><td>$ 7,183,509</td><td></td><td></td><td></td></tr><tr><td>Increase (Decrease)</td><td>37%</td><td>22%</td><td>5%</td><td>10%</td><td>19%</td><td>11%</td><td>14%</td><td>3%</td><td>-13%</td><td>2%</td><td></td><td></td><td></td></tr><tr><td>Annualized Base Management Fee Rate (f)</td><td>1.04%</td><td>1.02%</td><td>0.75%</td><td>0.56%</td><td>0.86%</td><td>1.09%</td><td>1.00%</td><td>0.73%</td><td>0.56%</td><td>0.84%</td><td></td><td></td><td></td></tr></table>

<table><tr><td rowspan="3"></td><td colspan="6">Year Ended December 31,</td></tr><tr><td colspan="6">2017</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total</td></tr><tr><td></td><td colspan="6">(Dollars in Thousands)</td></tr><tr><td>Fee-Earning Assets Under Management</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Balance, Beginning of Period</td><td>$ 72,030,054</td><td>$69,110,457</td><td>$66,987,553</td><td>$ 68,964,608</td><td>$ 277,092,672</td><td></td></tr><tr><td>Inflows, including Commitments (a)</td><td>23,555,866</td><td>8,257,430</td><td>10,302,444</td><td>55,099,845</td><td>97,215,585</td><td></td></tr><tr><td>Outflows, including Distributions (b)</td><td>(2,773,181)</td><td>(1,196,502)</td><td>(9,777,064)</td><td>(4,364,916)</td><td>(18,111,663)</td><td></td></tr><tr><td>Net Inflows</td><td>20,782,685</td><td>7,060,928</td><td>525,380</td><td>50,734,929</td><td>79,103,922</td><td></td></tr><tr><td>Realizations (c)</td><td>(11,851,866)</td><td>(6,558,390)</td><td>(2,182,220)</td><td>(10,396,313)</td><td>(30,988,789)</td><td></td></tr><tr><td>Market Activity (d)(g)</td><td>3,023,951</td><td>527,888</td><td>4,583,348</td><td>2,001,006</td><td>10,136,193</td><td></td></tr><tr><td>Balance, End of Period (e)</td><td>$ 83,984,824</td><td>$70,140,883</td><td>$69,914,061</td><td>$111,304,230</td><td>$335,343,998</td><td></td></tr><tr><td>Increase</td><td>$ 11,954,770</td><td>$ 1,030,426</td><td>$ 2,926,508</td><td>$ 42,339,622</td><td>$ 58,251,326</td><td></td></tr><tr><td>Increase</td><td>17%</td><td>1%</td><td>4%</td><td>61%</td><td>21%</td><td></td></tr><tr><td>Annualized Base Management Fee Rate (f)</td><td>1.06%</td><td>1.07%</td><td>0.74%</td><td>0.56%</td><td>0.83%</td><td></td></tr></table>



## Table of Contents

(a) Inflows represent contributions, capital raised, other increases in available capital (recallable capital, increased side-by-side commitments), purchases, intersegment allocations and acquisitions.

(b) Outflows represent redemptions, client withdrawals and decreases in available capital (expired capital, expense drawdowns and decreased side-by-side commitments).

(c) Realizations represent realizations from the disposition of assets or capital returned to investors from CLOs.

(d) Market activity includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations.

(e) Assets Under Management are reported in the segment where the assets are managed.

(f) Represents the annualized current quarter’s Base Management Fee divided by period end Fee-Earning Assets Under Management.

(g) For the year ended December 31, 2019, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $$94.9 million, $$280.6 million and $$375.5 million for the Real Estate, Credit and Total segments, respectively. For the year ended December 31, 2018, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $$904.2 million, $$626.6 million and $$1.5 billion for the Real Estate, Credit and Total segments, respectively. For the year ended December 31, 2017, such impact was $1.4 billion, $1.3 million, $1.4 billion and $2.8 billion for the Real Estate, Private Equity, Credit and Total segments, respectively.

(h) For the year ended December 31, 2019, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $908.4 million, $238.8 million, $233.0 million and $902.6 million for the Real Estate, Private Equity, Credit and Total segments, respectively. For the year ended December 31, 2018, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $2.1 billion, $354.1 million, $821.9 million and $3.3 billion for the Real Estate, Private Equity, Credit and Total segments, respectively. For the year ended December 31, 2017, such impact was $3.1 billion, $1.1 billion, $1.8 billion and $5.9 billion for the Real Estate, Private Equity, Credit and Total segments, respectively.

## Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $408.1 billion at December 31, 2019, an increase of $65.5 billion, or 19%, compared to $342.5 billion at December 31, 2018. The net increase was due to:

• Inflows of $112.2 billion related to:

$52.4 billion in our Real Estate segment primarily driven by $20.1 billion from BREP IX, which started its investment period on June 3, 2019 (this amount was reflected in Total Assets Under Management at each capital closing of the fund), $9.8 billion from BREP Europe VI, which started its investment period on October 9, 2019 (this amount was reflected in Total Assets Under Management at each capital closing of the fund), $8.2 billion from BREIT, $5.3 billion from BREDS, $3.1 billion from BPP U.S. and co-investment, $1.3 billion from BPP Europe and co-investment and $970.6 million from BPP Asia,

$27.3 billion in our Private Equity segment driven by $11.7 billion from Strategic Partners, $8.1 billion from BIP, $4.0 billion from Tactical Opportunities, $2.5 billion from core private equity, $492.5 million from corporate private equity and $429.9 million from multi-asset products,

$21.1 billion in our Credit segment driven by $19.0 billion from certain long only and MLP strategies, $5.2 billion from direct lending, $4.8 billion from BIS, $3.7 billion from new CLOs, $2.8 billion from our distressed strategies and $993.8 million from mezzanine funds, partially offset by $16.0 billion of allocations to various strategies, and

$11.5 billion in our Hedge Fund Solutions segment driven by $7.0 billion from individual investor and specialized solutions, $2.8 billion from customized solutions and $1.7 billion from commingled products.



## Table of Contents

• Market activity of $11.7 billion due to:

$4.9 billion of market activity in our Hedge Fund Solutions segment driven by returns from BAAM’s Principal Solutions Composite of 8.2% gross (7.3% net),

$3.6 billion of market activity in our Real Estate segment driven by $3.1 billion of appreciation from our core+ real estate funds ($3.0 billion from market appreciation and $50.8 million from foreign exchange appreciation) and $710.1 million of market appreciation from BREDS, partially offset by $145.8 million of foreign exchange depreciation from BREP opportunistic funds, and

$3.1 billion of market activity in our Credit segment driven by $3.4 billion of market appreciation (primarily in certain long only and MLP strategies and BIS), partially offset by $280.6 million of foreign exchange depreciation.

Offsetting these increases were:

• Outflows of $33.0 billion primarily attributable to:

$11.9 billion in our Hedge Fund Solutions segment driven by $6.3 billion from customized solutions, $3.4 billion from individual investor and specialized solutions and $2.2 billion from commingled products,

$9.7 billion in our Real Estate segment driven by $5.4 billion of uninvested reserves at the end of BREP VIII’s investment period and $2.9 billion of uninvested reserves at the end of BREP Europe V’s investment period (these amounts are still classified as available capital and included in Total Assets Under Management), $693.7 million of redemptions from core+ real estate funds and $583.9 million of redemptions from BREDS liquids funds,

$9.1 billion in our Credit segment driven by $6.6 billion from certain long only and MLP strategies, $1.3 billion from BIS and $493.8 million from our distressed strategies, and

$2.4 billion in our Private Equity segment driven by $978.1 million from core private equity, $440.2 million from multi-asset products, $369.2 million from corporate private equity, $286.4 million from Tactical Opportunities and $194.1 million from BXLS.

• Realizations of $25.3 billion primarily driven by:

$11.4 billion in our Real Estate segment driven by $5.8 billion from BREP opportunistic funds and co-investment, $3.1 billion from BREDS and $2.5 billion from core+ real estate funds,

$7.2 billion in our Private Equity segment driven by $3.5 billion from corporate private equity, $2.0 billion from Tactical Opportunities and $1.4 billion from Strategic Partners and $260.0 million from core private equity,

$5.6 billion in our Credit segment driven by $1.9 billion from our distressed strategies, $1.4 billion from our mezzanine funds, $904.9 million from capital returned to investors from CLOs that are post their reinvestment periods, $762.9 million from certain long only and MLP strategies and $610.4 million from direct lending, and

$1.2 billion in our Hedge Fund Solutions segment drive by $1.1 billion from individual investor and specialized solutions.

Hedge Fund Solutions had net inflows of $903.7 million from January 1 through February 1, 2020.

## Total Assets Under Management

Total Assets Under Management were $571.1 billion at December 31, 2019, an increase of $98.9 billion, or 21%, compared to $472.2 billion at December 31, 2018. The net increase was due to:

• Inflows of $134.4 billion related to:

$56.8 billion in our Private Equity segment driven by $27.7 billion from corporate private equity primarily due to the initial close for the eighth flagship private equity fund in the first quarter of 2019 (this amount will be reflected in Fee-Earning Assets Under Management when the investment period commences), $11.2 billion from Strategic Partners, $8.3 billion from BIP, $5.4 billion from Tactical Opportunities, $3.0 billion from BXLS, $608.3 million from core private equity and $606.9 million from multi-asset products,



## Table of Contents

$34.2 billion in our Real Estate segment driven by $10.0 billion capital raised from BREP Europe VI, $8.2 billion capital raised from BREIT, $5.2 billion capital raised from BREP IX, $6.0 billion total inflows from BREDS and $3.8 billion from BPP funds,

$31.1 billion in our Credit segment driven by $19.9 billion from certain long only and MLP strategies, $10.3 billion from direct lending, $8.1 billion from BIS, $4.0 billion from our distressed strategies, $3.7 billion from new CLOs and $587.3 million from mezzanine funds, partially offset by $16.0 billion of allocations to various strategies, and

$12.2 billion in our Hedge Fund Solutions segment driven by $6.5 billion from individual investor and specialized solutions, $4.1 billion from customized solutions, and $1.6 billion from commingled products.

• Market activity of $33.5 billion due to:

$13.5 billion of market activity in our Real Estate segment driven by carrying value increases in our opportunistic and BPP funds of 17.6% and 9.2% for the year, respectively, which includes $908.4 million of foreign exchange depreciation across the segment,

$10.0 billion of market activity in our Private Equity segment driven by carrying value increase in Strategic Partners, Tactical Opportunities and corporate private equity of 17.0%, 13.1% and 9.3%, respectively, which included $238.8 million of foreign exchange appreciation across the segment,

$5.4 billion of market activity in our Hedge Fund Solutions segment driven by reasons noted above in Fee-Earning Assets Under Management, and

$4.6 billion of market activity in our Credit segment driven by $4.9 billion of market appreciation (primarily in certain long only and MLP strategies, BIS, and mezzanine funds), partially offset by $233.0 million of foreign exchange depreciation.

Total Assets Under Management market activity in our Real Estate and Private Equity segments generally represents the change in fair value of the investments held and typically exceeds the Fee-Earning Assets Under Management market activity.

Offsetting these increases were:

• Realizations of $40.2 billion primarily driven by:

$18.1 billion in our Real Estate segment driven by $13.1 billion from BREP opportunistic and co-investment, $2.7 billion from core+ real estate funds and $2.3 billion from BREDS,

$13.5 billion in our Private Equity segment driven by disposition activity across the segment, mainly related to $6.9 billion from corporate private equity, $3.2 billion from Tactical Opportunities, $2.7 billion from Strategic Partners, $418.1 million from core private equity, and $353.9 million from BXLS,

$7.3 billion in our Credit segment driven by $2.8 billion from our distressed strategies, $1.6 billion from our mezzanine funds, $1.1 billion from direct lending, $904.9 million from capital returned to investors from CLOs that are post their reinvestment periods and $788.2 million from certain long only and MLP strategies, and

$1.3 billion in our Hedge Fund Solutions segment driven by $1.2 billion from individual investor and specialized solutions.

Total Assets Under Management realizations in our Real Estate and Private Equity segments generally represent the total proceeds and typically exceed the Fee-Earning Assets Under Management realizations which generally represent only the invested capital.



## Table of Contents

• Outflows of $28.8 billion primarily attributable to:

$13.4 billion in our Hedge Fund Solutions segment driven by $7.5 billion from customized solutions, $3.4 billion from individual investor and specialized solutions and $2.5 billion from commingled products,

$11.6 billion in our Credit segment driven by $6.9 billion from certain long only and MLP strategies, $1.4 billion from direct lending, $1.3 billion from BIS and $1.2 billion from our distressed strategies,

$2.7 billion in our Real Estate segment driven by the release of uninvested capital in BPP and BREDS, and redemptions from BREDS liquid funds, BPP U.S. and BREIT, and

$1.1 billion in our Private Equity segment driven by $447.1 million from Strategic Partners, $365.2 million from Tactical Opportunities, $268.3 million from corporate private equity and $111.0 million from multi-asset products, partially offset by $145.6 million from BXLS.

## Dry Powder

The following presents our Dry Powder as of December 31 of each year:



Note: Totals may not add due to rounding.

(a) Represents illiquid drawdown funds, a component of Perpetual Capital and fee-paying co-investments; includes fee-paying third party capital as well as general partner and employee capital that does not earn fees. Amounts are reduced by outstanding capital commitments, for which capital has not yet been invested.



## Table of Contents

<table><tr><td rowspan="2"></td><td colspan="3">December 31,</td></tr><tr><td>2017</td><td>2018</td><td>2019</td></tr><tr><td></td><td colspan="3">(Dollars in Thousands)</td></tr><tr><td>Dry Powder Available for Investment</td><td></td><td></td><td></td></tr><tr><td>Real Estate</td><td>$32,251,005</td><td>$ 40,627,676</td><td>$ 45,698,155</td></tr><tr><td>Private Equity</td><td>36,302,497</td><td>44,431,881</td><td>74,013,156</td></tr><tr><td>Hedge Fund Solutions</td><td>3,943,358</td><td>3,275,768</td><td>2,677,748</td></tr><tr><td>Credit</td><td>22,285,149</td><td>24,542,243</td><td>28,716,911</td></tr><tr><td></td><td>$94,782,009</td><td>$112,877,568</td><td>$151,105,970</td></tr></table>

## Net Accrued Performance Revenues

The following table presents the Accrued Performance Revenues, net of performance compensation, of the Blackstone Funds as of December 31, 2019 and 2018. Net Accrued Performance Revenues presented do not include clawback amounts, if any, which are disclosed in Note 19. "Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing. The Net Accrued Performance Revenues as of each reporting date were principally unrealized; if realized, such amount would be a component of Distributable Earnings.



## Table of Contents

<table><tr><td rowspan="3"></td><td colspan="3">December 31,</td></tr><tr><td>2019</td><td>2018</td><td></td></tr><tr><td colspan="3">(Dollars in Millions)</td></tr><tr><td>Real Estate</td><td></td><td></td><td></td></tr><tr><td>Brep IV</td><td>$ 11</td><td>$ 3</td><td></td></tr><tr><td>Brep V</td><td>19</td><td>55</td><td></td></tr><tr><td>Brep VI</td><td>81</td><td>89</td><td></td></tr><tr><td>Brep VII</td><td>447</td><td>484</td><td></td></tr><tr><td>Brep VIII</td><td>674</td><td>429</td><td></td></tr><tr><td>Brep IX</td><td>6</td><td>—</td><td></td></tr><tr><td>Brep International II</td><td>—</td><td>—</td><td></td></tr><tr><td>Brep Europe IV</td><td>167</td><td>200</td><td></td></tr><tr><td>Brep Europe V</td><td>193</td><td>110</td><td></td></tr><tr><td>Brep Asia I</td><td>152</td><td>114</td><td></td></tr><tr><td>Brep Asia II</td><td>22</td><td>—</td><td></td></tr><tr><td>BPP</td><td>282</td><td>215</td><td></td></tr><tr><td>BREIT</td><td>79</td><td>23</td><td></td></tr><tr><td>BREDS</td><td>47</td><td>17</td><td></td></tr><tr><td>BTAS</td><td>42</td><td>36</td><td></td></tr><tr><td>Total Real Estate (a)</td><td>2,220</td><td>1,775</td><td></td></tr><tr><td>Private Equity</td><td></td><td></td><td></td></tr><tr><td>BCP IV</td><td>23</td><td>72</td><td></td></tr><tr><td>BCP VI</td><td>705</td><td>746</td><td></td></tr><tr><td>BCP VII</td><td>471</td><td>225</td><td></td></tr><tr><td>BCP Asia</td><td>17</td><td>—</td><td></td></tr><tr><td>BEP I</td><td>102</td><td>103</td><td></td></tr><tr><td>BEP II</td><td>—</td><td>73</td><td></td></tr><tr><td>Tactical Opportunities</td><td>160</td><td>155</td><td></td></tr><tr><td>Strategic Partners</td><td>144</td><td>94</td><td></td></tr><tr><td>BCEP</td><td>46</td><td>19</td><td></td></tr><tr><td>Clarus</td><td>7</td><td>—</td><td></td></tr><tr><td>BTAS</td><td>61</td><td>41</td><td></td></tr><tr><td>Other</td><td>—</td><td>1</td><td></td></tr><tr><td>Total Private Equity (a)</td><td>1,737</td><td>1,529</td><td></td></tr><tr><td>Hedge Fund Solutions</td><td>105</td><td>24</td><td></td></tr><tr><td>Credit</td><td>252</td><td>195</td><td></td></tr><tr><td>Total Blackstone Net Accrued Performance Revenues</td><td>$ 4,314</td><td>$ 3,523</td><td></td></tr></table>

Note: Totals may not add due to rounding.

(a) Real Estate and Private Equity include Co-Investments, as applicable.

For the year ended December 31, 2019 Net Accrued Performance Revenues receivable was increased by Net Accrued Performance Revenues of $1.9 billion and decreased by net realized distributions of $1.1 billion.



## Table of Contents

Performance Revenue Eligible Assets Under Management

The following presents our Invested Performance Revenue Eligible Assets Under Management as of December 31 of each year:

Invested Performance Revenue Eligible AUM



Note: Totals may not add due to rounding.



## Table of Contents

Perpetual Capital

The following presents our Perpetual Capital as of December 31 of each year:

Perpetual Capital AUM



Note: Totals may not add due to rounding.

Investment Record

Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.



## Table of Contents

The following table presents the investment record of our significant drawdown funds from inception through December 31, 2019:

<table><tr><td rowspan="2">Fund (Investment Period Beginning Date / Ending Date) (a)</td><td rowspan="2">Committed Capital</td><td rowspan="2">Available Capital (b)</td><td colspan="3">Unrealized Investments</td><td colspan="3">Realized Investments</td><td colspan="3">Total Investments</td><td colspan="3">Net IRRs (d)</td></tr><tr><td>Value</td><td colspan="2">MOIC (c) % Public</td><td>Value</td><td>MOIC (c)</td><td>Value</td><td>MOIC (c)</td><td>Value</td><td>MOIC (c</td><td>Realized</td><td>Total</td><td></td></tr><tr><td>Real Estate</td><td></td><td></td><td></td><td></td><td>(Dollars in Thousands, Except Where Noted)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Pre-BREP</td><td>$ 140,714</td><td>$ —</td><td>$ —</td><td>N/A</td><td>—</td><td>$ 345,190</td><td>2.5x</td><td>$ 345,190</td><td>2.5x</td><td>33%</td><td>33%</td><td></td><td></td><td></td></tr><tr><td>BREP I (Sep 1994 / Oct 1996)</td><td>380,708</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>1,327,708</td><td>2.8x</td><td>1,327,708</td><td>2.8x</td><td>40%</td><td>40%</td><td></td><td></td><td></td></tr><tr><td>BREP II (Oct 1996 / Mar 1999)</td><td>1,198,339</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>2,531,614</td><td>2.1x</td><td>2,531,614</td><td>2.1x</td><td>19%</td><td>19%</td><td></td><td></td><td></td></tr><tr><td>BREP III (Apr 1999 / Apr 2003)</td><td>1,522,708</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>3,330,406</td><td>2.4x</td><td>3,330,406</td><td>2.4x</td><td>21%</td><td>21%</td><td></td><td></td><td></td></tr><tr><td>BREP IV (Apr 2003 / Dec 2005)</td><td>2,198,694</td><td>—</td><td>74,855</td><td>0.1x</td><td>50%</td><td>4,521,164</td><td>2.2x</td><td>4,596,019</td><td>1.7x</td><td>28%</td><td>12%</td><td></td><td></td><td></td></tr><tr><td>BREP V (Dec 2005 / Feb 2007)</td><td>5,539,418</td><td>—</td><td>272,765</td><td>1.0x</td><td>54%</td><td>13,030,719</td><td>2.4x</td><td>13,303,484</td><td>2.3x</td><td>12%</td><td>11%</td><td></td><td></td><td></td></tr><tr><td>BREP VI (Feb 2007 / Aug 2011)</td><td>11,060,444</td><td>—</td><td>917,009</td><td>2.8x</td><td>72%</td><td>26,936,728</td><td>2.5x</td><td>27,853,737</td><td>2.5x</td><td>13%</td><td>13%</td><td></td><td></td><td></td></tr><tr><td>BREP VII (Aug 2011 / Apr 2015)</td><td>13,496,564</td><td>1,906,699</td><td>7,262,924</td><td>1.6x</td><td>8%</td><td>22,551,604</td><td>2.1x</td><td>29,814,528</td><td>2.0x</td><td>22%</td><td>16%</td><td></td><td></td><td></td></tr><tr><td>BREP VIII (Apr 2015 / Jun 2019)</td><td>16,629,914</td><td>3,254,163</td><td>18,095,903</td><td>1.4x</td><td>—</td><td>6,838,570</td><td>1.7x</td><td>24,934,473</td><td>1.5x</td><td>26%</td><td>16%</td><td></td><td></td><td></td></tr><tr><td>*BREP IX (Jun 2019 / Dec 2024)</td><td>20,634,398</td><td>16,859,273</td><td>3,907,608</td><td>1.0x</td><td>—</td><td>87,590</td><td>N/M</td><td>3,995,198</td><td>1.0x</td><td>N/M</td><td>N/M</td><td></td><td></td><td></td></tr><tr><td>Total Global BREP</td><td>$ 72,801,901</td><td>$22,020,135</td><td>$30,531,064</td><td>1.4x</td><td>5%</td><td>$ 81,501,293</td><td>2.2x</td><td>$112,032,357</td><td>1.9x</td><td>18%</td><td>16%</td><td></td><td></td><td></td></tr><tr><td>BREP Int&#x27;l (Jan 2001 / Sep 2005)</td><td>€ 824,172</td><td>€ —</td><td>€ —</td><td>N/A</td><td>—</td><td>€ 1,373,170</td><td>2.1x</td><td>€ 1,373,170</td><td>2.1x</td><td>23%</td><td>23%</td><td></td><td></td><td></td></tr><tr><td>BREP Int&#x27;l II (Sep 2005 / Jun 2008) (e)</td><td>1,629,748</td><td>—</td><td>3,566</td><td>N/A</td><td>—</td><td>2,572,364</td><td>1.8x</td><td>2,575,930</td><td>1.8x</td><td>8%</td><td>8%</td><td></td><td></td><td></td></tr><tr><td>BREP Europe III (Jun 2008 / Sep 2013)</td><td>3,205,167</td><td>467,438</td><td>581,528</td><td>0.8x</td><td>—</td><td>5,579,325</td><td>2.5x</td><td>6,160,853</td><td>2.1x</td><td>21%</td><td>14%</td><td></td><td></td><td></td></tr><tr><td>BREP Europe IV (Sep 2013 / Dec 2016)</td><td>6,709,145</td><td>1,339,258</td><td>3,091,281</td><td>1.6x</td><td>—</td><td>8,910,480</td><td>2.0x</td><td>12,001,761</td><td>1.9x</td><td>23%</td><td>17%</td><td></td><td></td><td></td></tr><tr><td>BREP Europe V (Dec 2016 / Oct 2019)</td><td>7,935,140</td><td>1,780,767</td><td>7,935,118</td><td>1.3x</td><td>—</td><td>667,050</td><td>2.6x</td><td>8,602,168</td><td>1.4x</td><td>51%</td><td>16%</td><td></td><td></td><td></td></tr><tr><td>*BREP Europe VI (Oct 2019 / Apr 2025)</td><td>8,880,497</td><td>8,371,719</td><td>507,476</td><td>1.0x</td><td>—</td><td>N/A</td><td>—</td><td>507,476</td><td>1.0x</td><td>N/A</td><td>N/M</td><td></td><td></td><td></td></tr><tr><td>Total BREP Europe</td><td>€ 29,183,869</td><td>€11,959,182</td><td>€12,118,969</td><td>1.3x</td><td>—</td><td>€ 19,102,389</td><td>2.1x</td><td>€ 31,221,358</td><td>1.7x</td><td>16%</td><td>14%</td><td></td><td></td><td></td></tr><tr><td>BREP Asia I (Jun 2013 / Dec 2017)</td><td>$ 5,096,361</td><td>$ 1,728,289</td><td>$ 3,774,257</td><td>1.6x</td><td>15%</td><td>$ 4,049,838</td><td>1.9x</td><td>$ 7,824,095</td><td>1.7x</td><td>21%</td><td>15%</td><td></td><td></td><td></td></tr><tr><td>*BREP Asia II (Dec 2017 / Jun 2023)</td><td>7,208,070</td><td>4,785,471</td><td>2,787,120</td><td>1.2x</td><td>—</td><td>62,050</td><td>1.6x</td><td>2,849,170</td><td>1.2x</td><td>N/M</td><td>10%</td><td></td><td></td><td></td></tr><tr><td>BREP Co-Investment (f)</td><td>7,055,974</td><td>170,135</td><td>1,587,692</td><td>2.1x</td><td>—</td><td>13,263,050</td><td>2.1x</td><td>14,850,742</td><td>2.1x</td><td>15%</td><td>16%</td><td></td><td></td><td></td></tr><tr><td>Total BREP</td><td>$127,001,719</td><td>$42,113,862</td><td>$52,689,535</td><td>1.4x</td><td>4%</td><td>$122,989,021</td><td>2.2x</td><td>$175,678,556</td><td>1.9x</td><td>17%</td><td>15%</td><td></td><td></td><td></td></tr><tr><td>*Core+ BPP (Various) (g)</td><td>29,378,175</td><td>689,947</td><td>32,420,228</td><td>N/A</td><td>—</td><td>5,877,291</td><td>N/A</td><td>38,297,519</td><td>N/A</td><td>N/M</td><td>10%</td><td></td><td></td><td></td></tr><tr><td>*Core+ BREIT (Various) (h)</td><td>12,532,379</td><td>N/M</td><td>13,104,041</td><td>N/A</td><td>—</td><td>258,935</td><td>N/A</td><td>13,362,976</td><td>N/A</td><td>N/M</td><td>10%</td><td></td><td></td><td></td></tr><tr><td>*BREDS High-Yield (Various) (i)</td><td>13,856,187</td><td>4,489,213</td><td>3,310,277</td><td>1.1x</td><td>—</td><td>11,889,018</td><td>1.3x</td><td>15,199,295</td><td>1.3x</td><td>11%</td><td>11%</td><td></td><td></td><td></td></tr></table>

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## Table of Contents

<table><tr><td>Fund (Investment Period Beginning Date / Ending Date) (a)</td><td>Committed Capital</td><td>Available Capital (b)</td><td>Unrealized Investments Value</td><td>MOIC (c)</td><td>% Public (Dollars in Thousands, Except Where Noted)</td><td>Realized Investments Value</td><td>MOIC (c)</td><td>Total Investments Value</td><td>MOIC (c)</td><td>Realized Total</td></tr><tr><td>Corporate Private Equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>BCP I (Oct 1987 / Oct 1993)</td><td>$ 859,081</td><td>$ —</td><td>$ —</td><td>N/A</td><td>—</td><td>$ 1,741,738</td><td>2.6x</td><td>$ 1,741,738</td><td>2.6x</td><td>19%</td></tr><tr><td>BCP II (Oct 1993 / Aug 1997)</td><td>1,361,100</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>3,256,819</td><td>2.5x</td><td>3,256,819</td><td>2.5x</td><td>32%</td></tr><tr><td>BCP III (Aug 1997 / Nov 2002)</td><td>3,967,422</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>9,184,688</td><td>2.3x</td><td>9,184,688</td><td>2.3x</td><td>14%</td></tr><tr><td>BCOM (Jun 2000 / Jun 2006)</td><td>2,137,330</td><td>24,575</td><td>13,493</td><td>N/A</td><td>—</td><td>2,953,649</td><td>1.4x</td><td>2,967,142</td><td>1.4x</td><td>6%</td></tr><tr><td>BCP IV (Nov 2002 / Dec 2005)</td><td>6,773,182</td><td>198,964</td><td>178,378</td><td>2.5x</td><td>—</td><td>21,417,821</td><td>2.9x</td><td>21,596,199</td><td>2.9x</td><td>36%</td></tr><tr><td>BCP V (Dec 2005 / Jan 2011)</td><td>21,013,658</td><td>1,039,805</td><td>736,918</td><td>0.7x</td><td>45%</td><td>37,166,622</td><td>1.9x</td><td>37,903,540</td><td>1.9x</td><td>9%</td></tr><tr><td>BCP VI (Jan 2011 / May 2016)</td><td>15,192,447</td><td>1,652,514</td><td>12,566,484</td><td>1.7x</td><td>38%</td><td>14,834,583</td><td>2.1x</td><td>27,401,067</td><td>1.9x</td><td>18%</td></tr><tr><td>*BCP VII (May 2016 / May 2022)</td><td>18,819,853</td><td>5,048,792</td><td>17,566,425</td><td>1.4x</td><td>1%</td><td>1,663,648</td><td>1.7x</td><td>19,230,073</td><td>1.4x</td><td>45%</td></tr><tr><td>BCP VIII (TBD)</td><td>24,500,000</td><td>24,500,000</td><td>—</td><td>N/A</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>N/A</td><td>N/A</td></tr><tr><td>Energy I (Aug 2011 / Feb 2015)</td><td>2,435,285</td><td>224,784</td><td>1,611,101</td><td>1.6x</td><td>61%</td><td>2,699,524</td><td>2.0x</td><td>4,310,625</td><td>1.8x</td><td>18%</td></tr><tr><td>*Energy II (Feb 2015 / Feb 2021)</td><td>4,913,607</td><td>749,717</td><td>4,347,043</td><td>1.3x</td><td>—</td><td>278,192</td><td>1.8x</td><td>4,625,235</td><td>1.3x</td><td>43%</td></tr><tr><td>Energy III (TBD)</td><td>4,193,015</td><td>4,193,015</td><td>—</td><td>N/A</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>N/A</td><td>N/A</td></tr><tr><td>*BCP Asia (Dec 2017 / Dec 2023)</td><td>2,397,744</td><td>1,310,366</td><td>1,028,271</td><td>1.3x</td><td>6%</td><td>54,308</td><td>1.7x</td><td>1,082,579</td><td>1.3x</td><td>N/M</td></tr><tr><td>Total Corporate Private Equity</td><td>$108,563,724</td><td>$38,942,532</td><td>$38,048,113</td><td>1.5x</td><td>17%</td><td>$95,251,592</td><td>2.1x</td><td>$133,299,705</td><td>1.9x</td><td>16%</td></tr><tr><td>*Core Private Equity (Jan 2017 / Jan 2021) (j)</td><td>4,755,077</td><td>1,385,354</td><td>4,325,980</td><td>1.3x</td><td>—</td><td>418,053</td><td>1.6x</td><td>4,744,033</td><td>1.3x</td><td>37%</td></tr><tr><td>Tactical Opportunities</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>*Tactical Opportunities (Various)</td><td>23,654,242</td><td>10,157,252</td><td>10,351,985</td><td>1.2x</td><td>11%</td><td>8,955,179</td><td>1.7x</td><td>19,307,164</td><td>1.4x</td><td>19%</td></tr><tr><td>*Tactical Opportunities Co-Investment and Other (Various)</td><td>6,885,259</td><td>2,352,464</td><td>5,409,682</td><td>1.3x</td><td>4%</td><td>1,894,792</td><td>1.6x</td><td>7,304,474</td><td>1.4x</td><td>23%</td></tr><tr><td>Total Tactical Opportunities</td><td>$ 30,539,501</td><td>$12,509,716</td><td>$15,761,667</td><td>1.3x</td><td>9%</td><td>$10,849,971</td><td>1.7x</td><td>$ 26,611,638</td><td>1.4x</td><td>20%</td></tr><tr><td>Strategic Partners (Secondaries)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Strategic Partners I-V (Various) (k)</td><td>11,862,623</td><td>1,732,094</td><td>1,092,247</td><td>N/M</td><td>—</td><td>16,645,510</td><td>N/M</td><td>17,737,757</td><td>1.5x</td><td>N/A</td></tr><tr><td>Strategic Partners VI (Apr 2014 / Apr 2016) (k)</td><td>4,362,750</td><td>1,140,935</td><td>1,488,888</td><td>N/M</td><td>—</td><td>3,111,382</td><td>N/M</td><td>4,600,270</td><td>1.5x</td><td>N/A</td></tr><tr><td>Strategic Partners VII (May 2016 / Mar 2019) (k)</td><td>7,489,970</td><td>2,506,624</td><td>5,556,596</td><td>N/M</td><td>—</td><td>1,546,950</td><td>N/M</td><td>7,103,546</td><td>1.5x</td><td>N/A</td></tr><tr><td>*Strategic Partners Real Assets II (May 2017 / Mar 2022) (k)</td><td>1,749,807</td><td>516,372</td><td>817,832</td><td>N/M</td><td>—</td><td>271,186</td><td>N/M</td><td>1,089,018</td><td>1.2x</td><td>N/A</td></tr><tr><td>*Strategic Partners VIII (Mar 2019 / Jul 2023) (k)</td><td>10,763,600</td><td>5,421,224</td><td>3,166,592</td><td>N/M</td><td>—</td><td>53,818</td><td>N/M</td><td>3,220,410</td><td>1.3x</td><td>N/A</td></tr><tr><td>*Strategic Partners Real Estate, SMA and Other (Various) (k)</td><td>6,606,978</td><td>2,096,602</td><td>2,498,143</td><td>N/M</td><td>—</td><td>1,189,081</td><td>N/M</td><td>3,687,224</td><td>1.3x</td><td>N/A</td></tr><tr><td>Total Strategic Partners (Secondaries)</td><td>$ 42,835,728</td><td>$13,413,851</td><td>$14,620,298</td><td>N/M</td><td>—</td><td>$22,817,927</td><td>N/M</td><td>$ 37,438,225</td><td>1.5x</td><td>N/A</td></tr><tr><td>*Infrastructure (Various)</td><td>13,659,163</td><td>11,309,149</td><td>2,407,643</td><td>1.0x</td><td>53%</td><td>—</td><td>N/A</td><td>2,407,643</td><td>1.0x</td><td>N/M</td></tr><tr><td>Life Sciences</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>*Clarus IV (Jan 2018 / Jan 2020)</td><td>910,000</td><td>547,667</td><td>467,471</td><td>1.5x</td><td>4%</td><td>3,323</td><td>N/M</td><td>470,794</td><td>1.5x</td><td>N/M</td></tr><tr><td>BXLS V (Jan 2020 / Jan 2025)</td><td>3,194,630</td><td>3,194,630</td><td>—</td><td>N/A</td><td>—</td><td>—</td><td>N/A</td><td>—</td><td>N/A</td><td>N/A</td></tr></table>

continued...



## Table of Contents

<table><tr><td>Fund (Investment Period Beginning Date / Ending Date) (a)</td><td>Committed Capital</td><td>Available Capital (b)</td><td colspan="3">Unrealized Investments</td><td colspan="3">Realized Investments</td><td colspan="3">Total Investments</td><td colspan="3">Net IRRs (d)</td></tr><tr><td></td><td></td><td></td><td>Value</td><td>MOIC (c)</td><td>% Public</td><td>Value</td><td>MOIC (c)</td><td>Value</td><td>MOIC (c)</td><td>Value</td><td>MOIC (c</td><td>Realized</td><td>Total</td><td></td></tr><tr><td>Credit (I)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Mezzanine I (Jul 2007 / Oct 2011)</td><td>$ 2,000,000</td><td>$ 97,114</td><td>$ 23,053</td><td>1.2x</td><td>—</td><td>$ 4,772,316</td><td>1.6x</td><td>$ 4,795,369</td><td>1.6x</td><td>N/A</td><td>17%</td><td></td><td></td><td></td></tr><tr><td>Mezzanine II (Nov 2011 / Nov 2016)</td><td>4,120,000</td><td>1,033,255</td><td>1,371,238</td><td>0.9x</td><td>—</td><td>5,273,460</td><td>1.6x</td><td>6,644,698</td><td>1.3x</td><td>N/A</td><td>11%</td><td></td><td></td><td></td></tr><tr><td>*Mezzanine III (Sep 2016 / Sep 2021)</td><td>6,639,133</td><td>2,845,176</td><td>4,324,259</td><td>1.1x</td><td>1%</td><td>1,678,739</td><td>1.6x</td><td>6,002,998</td><td>1.2x</td><td>N/A</td><td>12%</td><td></td><td></td><td></td></tr><tr><td>Distressed I (Sep 2009 / May 2013)</td><td>3,253,143</td><td>85,000</td><td>121,458</td><td>0.2x</td><td>—</td><td>5,772,964</td><td>1.6x</td><td>5,894,422</td><td>1.4x</td><td>N/A</td><td>10%</td><td></td><td></td><td></td></tr><tr><td>Distressed II (Jun 2013 / Jun 2018)</td><td>5,125,000</td><td>573,315</td><td>1,160,820</td><td>0.6x</td><td>9%</td><td>4,300,232</td><td>1.3x</td><td>5,461,052</td><td>1.1x</td><td>N/A</td><td>2%</td><td></td><td></td><td></td></tr><tr><td>*Distressed III (Dec 2017 / Dec 2022)</td><td>7,356,380</td><td>4,962,377</td><td>1,772,334</td><td>1.0x</td><td>1%</td><td>866,528</td><td>1.4x</td><td>2,638,862</td><td>1.1x</td><td>N/A</td><td>11%</td><td></td><td></td><td></td></tr><tr><td>Energy I (Nov 2015 / Nov 2018)</td><td>2,856,867</td><td>1,078,049</td><td>1,834,281</td><td>1.1x</td><td>—</td><td>1,013,466</td><td>1.7x</td><td>2,847,747</td><td>1.3x</td><td>N/A</td><td>10%</td><td></td><td></td><td></td></tr><tr><td>*Energy II (Feb 2019 / Feb 2024)</td><td>3,616,081</td><td>2,973,803</td><td>671,512</td><td>1.0x</td><td>—</td><td>30,067</td><td>2.3x</td><td>701,579</td><td>1.1x</td><td>N/A</td><td>N/M</td><td></td><td></td><td></td></tr><tr><td>Euro</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>European Senior Debt (Feb 2015 / Feb 2019)</td><td>€ 1,964,689</td><td>€ 381,768</td><td>€ 2,028,539</td><td>1.1x</td><td>2%</td><td>€ 1,159,583</td><td>1.5x</td><td>€ 3,188,122</td><td>1.2x</td><td>N/A</td><td>9%</td><td></td><td></td><td></td></tr><tr><td>*European Senior Debt II (Jun 2019 / Jun 2024)</td><td>€ 3,403,585</td><td>€ 3,117,425</td><td>€ 292,468</td><td>1.0x</td><td>—</td><td>€</td><td>—</td><td>N/A</td><td>€ 292,468</td><td>1.0x</td><td>N/A</td><td>N/M</td><td></td><td></td></tr><tr><td>Total Credit</td><td>$41,095,232</td><td>$17,575,933</td><td>$13,884,286</td><td>1.0x</td><td>2%</td><td>$25,026,993</td><td>1.5x</td><td>$38,911,279</td><td>1.3x</td><td>N/A</td><td>11%</td><td></td><td></td><td></td></tr></table>



## Table of Contents

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

N/M Not meaningful generally due to the limited time since initial investment.

N/A Not applicable.

* Represents funds that are currently in their investment period and open-ended funds.

(a) Excludes investment vehicles where Blackstone does not earn fees.

(b) Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital and may include leverage, less invested capital. This amount is not reduced by outstanding commitments to investments.

(c) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Performance Revenues, divided by invested capital.

(d) Net Internal Rate of Return (“IRR”) represents the annualized inception to December 31, 2019 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of limited partner cash flows. Initial inception date cash flow may differ from the Investment Period Beginning Date.

(e) The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP International II performance reflects a 7% Realized Net IRR and a 7% Total Net IRR.

(f) BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.

(g) BPP represents the core+ real estate funds which invest with a more modest risk profile and lower leverage.

(h) Unrealized Investment Value reflects BREIT’s net asset value as of December 31, 2019. Realized Investment Value represents BREIT’s cash distributions, net of servicing fees. BREIT net return reflects a per share blended return, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date net returns are presented on an annualized basis and are from January 1, 2017.

(i) BREDS High-Yield represents the flagship real estate debt drawdown funds only and excludes BREDS High-Grade.

(j) BCEP, or Blackstone Core Equity Partners, is a core private equity fund which invests with a more modest risk profile and longer hold period.

(k) Realizations are treated as return of capital until fully recovered and therefore unrealized and realized MOICs are not meaningful. If information is not available on a timely basis, returns are calculated from results that are reported on a three month lag.

(I) Funds presented represent the flagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the credit drawdown funds presented.

## Segment Analysis

Discussed below is our Segment Distributable Earnings for each of our segments. This information is reflected in the manner utilized by our senior management to make operating decisions, assess performance and allocate resources. References to “our” sectors or investments may also refer to portfolio companies and investments of the underlying funds that we manage.



## Table of Contents

## Real Estate

The following table presents the results of operations for our Real Estate segment:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td><td colspan="2">2019 vs. 2018</td><td colspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td>$</td><td>%</td><td>$</td><td>%</td><td></td></tr><tr><td colspan="8">(Dollars in Thousands)</td></tr><tr><td>Management Fees, Net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 1,116,183</td><td>$ 985,399</td><td>$ 872,191</td><td>$ 130,784</td><td>13%</td><td>$ 113,208</td><td>13%</td><td></td></tr><tr><td>Transaction and Other Fees, Net</td><td>175,831</td><td>152,513</td><td>82,781</td><td>23,318</td><td>15%</td><td>69,732</td><td>84%</td><td></td></tr><tr><td>Management Fee Offsets</td><td>(26,836)</td><td>(11,442)</td><td>(15,934)</td><td>(15,394)</td><td>135%</td><td>4,492</td><td>-28%</td><td></td></tr><tr><td>Total Management Fees, Net</td><td>1,265,178</td><td>1,126,470</td><td>939,038</td><td>138,708</td><td>12%</td><td>187,432</td><td>20%</td><td></td></tr><tr><td>Fee Related Performance Revenues</td><td>198,237</td><td>124,502</td><td>79,500</td><td>73,735</td><td>59%</td><td>45,002</td><td>57%</td><td></td></tr><tr><td>Fee Related Compensation</td><td>(531,259)</td><td>(459,430)</td><td>(437,311)</td><td>(71,829)</td><td>16%</td><td>(22,119)</td><td>5%</td><td></td></tr><tr><td>Other Operating Expenses</td><td>(168,332)</td><td>(146,260)</td><td>(136,042)</td><td>(22,072)</td><td>15%</td><td>(10,218)</td><td>8%</td><td></td></tr><tr><td>Fee Related Earnings</td><td>763,824</td><td>645,282</td><td>445,185</td><td>118,542</td><td>18%</td><td>200,097</td><td>45%</td><td></td></tr><tr><td>Realized Performance Revenues</td><td>1,032,337</td><td>914,984</td><td>2,141,374</td><td>117,353</td><td>13%</td><td>(1,226,390)</td><td>-57%</td><td></td></tr><tr><td>Realized Performance Compensation</td><td>(374,096)</td><td>(284,319)</td><td>(751,526)</td><td>(89,777)</td><td>32%</td><td>467,207</td><td>-62%</td><td></td></tr><tr><td>Realized Principal Investment Income</td><td>79,733</td><td>92,525</td><td>255,903</td><td>(12,792)</td><td>-14%</td><td>(163,378)</td><td>-64%</td><td></td></tr><tr><td>Net Realizations</td><td>737,974</td><td>723,190</td><td>1,645,751</td><td>14,784</td><td>2%</td><td>(922,561)</td><td>-56%</td><td></td></tr><tr><td>Segment Distributable Earnings</td><td>$ 1,501,798</td><td>$ 1,368,472</td><td>$ 2,090,936</td><td>$ 133,326</td><td>10%</td><td>$ (722,464)</td><td>-35%</td><td></td></tr></table>

N/M Not meaningful.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Segment Distributable Earnings were $1.5 billion for the year ended December 31, 2019, an increase of $133.3 million, or 10%, compared to $1.4 billion for the year ended December 31, 2018. The increase in Segment Distributable Earnings was primarily attributable to increases of $118.5 million in Fee Related Earnings and $14.8 million in Net Realizations.

Segment Distributable Earnings in our Real Estate segment in 2019 were higher compared to 2018. This was primarily driven by growth in Fee-Earning Assets Under Management in our core+ real estate funds, an increase in management fees from our BREDS liquids funds, and higher Realized Performance Revenues in BREP and BREIT in 2019 compared to 2018. The market environment continues to be characterized by volatility and macroeconomic and geopolitical concerns, such as uncertainty regarding the next stage of trade negotiations between the U.S. and China and concerns regarding the rate of global growth and the impact of the recent and rapidly evolving outbreak of the novel coronavirus in many countries. We have also seen an increasing focus in certain markets in the U.S. and Europe toward rent regulation as a means to address residential affordability caused by undersupply of housing. Such conditions (which may be across industries, sectors or geographies) may contribute to adverse operating performance, including by moderating rent growth in certain markets in our residential portfolio. Such conditions may also limit attractive realization opportunities for our Real Estate segment. Overall, operating trends in our Real Estate portfolio remain stable and supply-demand fundamentals remain positive in most markets, although decelerating growth in certain sectors, including retail, may contribute to a more challenging operating environment. Factors such as increasing wages and a tight labor market create profit margin pressure in certain sectors in the U.S., including hospitality. Capital deployment in opportunistic investments in the U.S. continues to be challenging, as distress levels are low and asset values are relatively high. Nonetheless, we deployed a record $22.5 billion of capital in our Real Estate segment in 2019, primarily in North America. See "Part I. Item 1A. Risk Factors — Risks Related to Our Business — Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition" and "— A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds' investments, which would adversely affect our operating results and cash flows."



## Table of Contents

## Fee Related Earnings

Fee Related Earnings were $763.8 million for the year ended December 31, 2019, an increase of $118.5 million, or 18%, compared to $645.3 million for the year ended December 31, 2018. The increase in Fee Related Earnings was primarily attributable to increases of $138.7 million in Management Fees, Net and $73.7 million in Fee Related Performance Revenues, partially offset by increases of $71.8 million in Fee Related Compensation and $22.1 million in Other Operating Expenses.

Management Fees, Net were $1.3 billion for the year ended December 31, 2019, an increase of $138.7 million compared to $1.1 billion for the year ended December 31, 2018, primarily driven by an increase in Base Management Fees. Base Management Fees were $1.1 billion for the year ended December 31, 2019, an increase of $130.8 million compared to $985.4 million for the year ended December 31, 2018, primarily due to Fee-Earning Assets Under Management growth in our core+ real estate funds and BREDS insurance separately managed accounts, as well as higher management and transaction fees in BXMT.

Fee Related Performance Revenues were $198.2 million for the year ended December 31, 2019, an increase of $73.7 million, compared to $124.5 million for the year ended December 31, 2018. The increase was primarily due to timing of crystallizations in BPP U.S. and an increase in BREIT net asset value.

Fee Related Compensation was $531.3 million for the year ended December 31, 2019, an increase of $71.8 million, compared to $459.4 million for the year ended December 31, 2018. The increase was primarily due to increases in Management and Advisory Fees, Net and Fee Related Performance Fee Revenues on which a portion of Fee Related Compensation is based.

Other Operating Expenses were $168.3 million for the year ended December 31, 2019, an increase of $22.1 million, compared to $146.3 million for the year ended December 31, 2018. The increase was primarily due to consulting fees and other business development costs.

## Net Realizations

Net Realizations were $738.0 million for the year ended December 31, 2019, an increase of $14.8 million, compared to $723.2 million for the year ended December 31, 2018. The increase in Net Realizations was primarily attributable to an increase of $117.4 million in Realized Performance Revenues, partially offset by an increase of $89.8 million in Realized Performance Compensation and a decrease of $12.8 million in Realized Principal Investment Income.

Realized Performance Revenues were $1.0 billion for the year ended December 31, 2019, an increase of $117.4 million, compared to $915.0 million for the year ended December 31, 2018. The increase was due to higher Realized Performance Revenues in BREP and BREDS.

Realized Performance Compensation was $374.1 million for the year ended December 31, 2019, an increase of $89.8 million, compared to $284.3 million for the year ended December 31, 2018. The increase was due to the increase in Realized Performance Revenues.

Realized Principal Investment Income was $79.7 million for the year ended December 31, 2019, a decrease of $12.8 million, compared to $92.5 million for the year ended December 31, 2018. The decrease was primarily due to lower Realized Principal Investment Income for BREP VI.

## Fund Returns

Fund return information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.



## Table of Contents

The following table presents the internal rates of return, except where noted, of our significant real estate funds:

<table><tr><td rowspan="3">Fund (a)</td><td colspan="8">Year Ended December 31,</td><td colspan="4">December 31, 2019</td></tr><tr><td colspan="3">2019</td><td colspan="2">2018</td><td colspan="2">2017</td><td colspan="2">Realized</td><td colspan="2">Total</td><td></td></tr><tr><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Net</td><td>Gross</td><td>Net</td><td></td></tr><tr><td>BREP IV</td><td></td><td></td><td></td><td></td><td>-</td><td>-</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td>90%</td><td>66%</td><td>14%</td><td>12%</td><td>3%</td><td>3%</td><td>48%</td><td>28%</td><td>22%</td><td>12%</td><td></td><td></td></tr><tr><td>BREP V</td><td>16%</td><td>13%</td><td>-6%</td><td>-5%</td><td>11%</td><td>10%</td><td>15%</td><td>12%</td><td>14%</td><td>11%</td><td></td><td></td></tr><tr><td>BREP VI</td><td>34%</td><td>28%</td><td>7%</td><td>5%</td><td>28%</td><td>23%</td><td>18%</td><td>13%</td><td>17%</td><td>13%</td><td></td><td></td></tr><tr><td>BREP VII</td><td>15%</td><td>12%</td><td>3%</td><td>2%</td><td>22%</td><td>17%</td><td>31%</td><td>22%</td><td>23%</td><td>16%</td><td></td><td></td></tr><tr><td>BREP VIII</td><td>20%</td><td>15%</td><td>20%</td><td>14%</td><td>24%</td><td>16%</td><td>36%</td><td>26%</td><td>23%</td><td>16%</td><td></td><td></td></tr><tr><td>BREP International II (b)(c)(d)</td><td>N/A</td><td>N/A</td><td>34%</td><td>29%</td><td>23%</td><td>21%</td><td>10%</td><td>8%</td><td>10%</td><td>8%</td><td></td><td></td></tr><tr><td>BREP Europe III (b)</td><td></td><td></td><td></td><td>-</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td>1%</td><td>-1%</td><td>18%</td><td>15%</td><td>25%</td><td>20%</td><td>30%</td><td>21%</td><td>23%</td><td>14%</td><td></td><td></td></tr><tr><td>BREP Europe IV (b)</td><td>13%</td><td>10%</td><td>20%</td><td>14%</td><td>33%</td><td>26%</td><td>32%</td><td>23%</td><td>23%</td><td>17%</td><td></td><td></td></tr><tr><td>BREP Europe V (b)</td><td>20%</td><td>14%</td><td>25%</td><td>17%</td><td>N/M</td><td>N/M</td><td>68%</td><td>51%</td><td>24%</td><td>16%</td><td></td><td></td></tr><tr><td>BREP Asia I</td><td>19%</td><td>14%</td><td>10%</td><td>7%</td><td>27%</td><td>19%</td><td>29%</td><td>21%</td><td>22%</td><td>15%</td><td></td><td></td></tr><tr><td>BREP Asia II</td><td>27%</td><td>16%</td><td>N/M</td><td>N/M</td><td>N/A</td><td>N/A</td><td>N/M</td><td>N/M</td><td>25%</td><td>10%</td><td></td><td></td></tr><tr><td>BREP Co-Investment (e)</td><td>20%</td><td>13%</td><td>-1%</td><td>-</td><td>24%</td><td>22%</td><td>17%</td><td>15%</td><td>18%</td><td>16%</td><td></td><td></td></tr><tr><td>BPP (f)</td><td>10%</td><td>8%</td><td>11%</td><td>10%</td><td>13%</td><td>10%</td><td>N/M</td><td>N/M</td><td>12%</td><td>10%</td><td></td><td></td></tr><tr><td>BREDS High-Yield (g)</td><td>17%</td><td>13%</td><td>9%</td><td>4%</td><td>15%</td><td>11%</td><td>15%</td><td>11%</td><td>15%</td><td>11%</td><td></td><td></td></tr><tr><td>BREDS High-Grade (g)</td><td>8%</td><td>7%</td><td>7%</td><td>5%</td><td>N/M</td><td>N/M</td><td>8%</td><td>7%</td><td>8%</td><td>6%</td><td></td><td></td></tr><tr><td>BREDS Liquid (h)</td><td>13%</td><td>10%</td><td>6%</td><td>4%</td><td>11%</td><td>8%</td><td>N/A</td><td>N/A</td><td>11%</td><td>8%</td><td></td><td></td></tr><tr><td>BXMT (i)</td><td>N/A</td><td>25%</td><td>N/A</td><td>7%</td><td>N/A</td><td>16%</td><td>N/A</td><td>N/A</td><td>N/A</td><td>14%</td><td></td><td></td></tr><tr><td>BREIT (j)</td><td>N/A</td><td>12%</td><td>N/A</td><td>8%</td><td>N/A</td><td>10%</td><td>N/A</td><td>N/A</td><td>N/A</td><td>10%</td><td></td><td></td></tr></table>

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

N/M Not meaningful generally due to the limited time since initial investment.

N/A Not applicable.

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues.

(b) Euro-based internal rates of return.

(c) The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP International II Performance reflects a 7% Realized Net IRR and a 7% Total Net IRR.

(d) For the year ended December 31, 2019, the appreciation of our remaining assets has resulted in the fund exceeding the preferred return.

(e) BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues.

(f) BPP represents the core+ real estate funds which invest with a more modest risk profile and lower leverage.

(g) Effective March 31, 2019, the former BREDS Drawdown composite is presented by its components, BREDS High-Yield and BREDS High-Grade. BREDS High-Yield represents the flagship real estate debt drawdown funds and excludes the BREDS High-Grade drawdown fund, which has a different risk-return profile. Inception to date returns are from July 1, 2009 and July 1, 2017 for BREDS High-Yield and BREDS High-Grade, respectively. Prior periods have been updated to reflect this presentation.

(h) BREDS Liquid represents BREDS funds that invest in liquid real estate debt securities, except funds in liquidation and insurance mandates with specific investment objectives. Effective June 30, 2018, the returns presented represent summarized asset-weighted gross and net rates of return. Inception to Date returns are presented on an annualized basis. Prior periods have been updated to reflect such rates of return.



## Table of Contents

(i) Reflects annualized return of a shareholder invested in BXMT as of the beginning of each period presented, assuming reinvestment of all dividends received during the period, and net of all fees and expenses incurred by BXMT. Return incorporates the closing NYSE stock price as of each period end. Inception to date returns are from May 22, 2013.

(j) Effective September 30, 2019, the BREIT return reflects a per share blended return for each respective period, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date returns are presented on an annualized basis and are from January 1, 2017. Prior periods have been updated to reflect BREIT's per share blended return. The BREIT returns presented in filings prior to September 30, 2019 were for BREIT's Class S investors.

As of December 31, 2019, BREP IX was not above its carried interest threshold at the fund level. However, certain BREP IX investors have a reduced management fee due to completing their capital commitment process as of the initial closing date, thereby resulting in higher net gains and have exceeded the carried interest threshold this quarter.

The Real Estate segment has two funds in their investment period, which were above their respective carried interest thresholds as of December 31, 2019: BREP Asia II and BREDS III.

## Private Equity

The following table presents the results of operations for our Private Equity segment:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td><td colspan="2">2019 vs. 2018</td><td colspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td></td><td>$</td><td>%</td><td>$</td><td>%</td></tr><tr><td colspan="8">(Dollars in Thousands)</td></tr><tr><td>Management and Advisory Fees, Net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 986,482</td><td>$ 785,223</td><td>$ 724,818</td><td>$ 201,259</td><td>26%</td><td>$ 60,405</td><td>8%</td><td></td></tr><tr><td>Transaction, Advisory and Other Fees, Net</td><td>115,174</td><td>58,165</td><td>57,624</td><td>57,009</td><td>98%</td><td>541</td><td>1%</td><td></td></tr><tr><td>Management Fee Offsets</td><td>(37,327)</td><td>(13,504)</td><td>(18,007)</td><td>(23,823)</td><td>176%</td><td>4,503</td><td>-25%</td><td></td></tr><tr><td>Total Management and Advisory Fees, Net</td><td>1,064,329</td><td>829,884</td><td>764,435</td><td>234,445</td><td>28%</td><td>65,449</td><td>9%</td><td></td></tr><tr><td>Fee Related Compensation</td><td>(423,752)</td><td>(375,446)</td><td>(347,562)</td><td>(48,306)</td><td>13%</td><td>(27,884)</td><td>8%</td><td></td></tr><tr><td>Other Operating Expenses</td><td>(160,010)</td><td>(133,096)</td><td>(120,997)</td><td>(26,914)</td><td>20%</td><td>(12,099)</td><td>10%</td><td></td></tr><tr><td>Fee Related Earnings</td><td>480,567</td><td>321,342</td><td>295,876</td><td>159,225</td><td>50%</td><td>25,466</td><td>9%</td><td></td></tr><tr><td>Realized Performance Revenues</td><td>468,992</td><td>757,406</td><td>1,157,188</td><td>(288,414)</td><td>-38%</td><td>(399,782)</td><td>-35%</td><td></td></tr><tr><td>Realized Performance Compensation</td><td>(192,566)</td><td>(318,167)</td><td>(404,544)</td><td>125,601</td><td>-39%</td><td>86,377</td><td>-21%</td><td></td></tr><tr><td>Realized Principal Investment Income</td><td>90,249</td><td>109,731</td><td>154,837</td><td>(19,482)</td><td>-18%</td><td>(45,106)</td><td>-29%</td><td></td></tr><tr><td>Net Realizations</td><td>366,675</td><td>548,970</td><td>907,481</td><td>(182,295)</td><td>-33%</td><td>(358,511)</td><td>-40%</td><td></td></tr><tr><td>Segment Distributable Earnings</td><td>$ 847,242</td><td>$ 870,312</td><td>$ 1,203,357</td><td>$ (23,070)</td><td>-3%</td><td>$ (333,045)</td><td>-28%</td><td></td></tr></table>

N/M Not meaningful.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Segment Distributable Earnings were $847.2 million for the year ended December 31, 2019, a decrease of $23.1 million, compared to $870.3 million for the year ended December 31, 2018. The decrease in Segment Distributable Earnings was primarily attributable to a decrease of $182.3 million in Net Realizations, partially offset by an increase of $159.2 million in Fee Related Earnings.



## Table of Contents

Segment Distributable Earnings in our Private Equity segment in 2019 were lower compared to 2018, primarily driven by a decrease in Realized Performance Revenue in corporate private equity and Strategic Partners, partially offset by an increase in Fee Related Earnings from growth in Fee-Earning Assets Under Management in Strategic Partners, BIP and Tactical Opportunities. Stable underlying performance private investment in the corporate private equity portfolio was partially offset by declines in two public holdings. An increased focus on energy sustainability, including potential alternatives to fossil fuels, has exacerbated the impact of weakened market fundamentals in certain energy subsectors, particularly upstream. The persistence of these weakened market fundamentals would negatively impact the performance of certain investments in our energy and corporate private equity funds. The market environment has continued to be characterized by volatility and macroeconomic and geopolitical concerns, such as uncertainty regarding the next stage of trade negotiations between the U.S. and China and concerns regarding the rate of global growth and the impact of the recent and rapidly evolving outbreak of the novel coronavirus in many countries. Such conditions (which may be across industries, sectors or geographies) may contribute to adverse operating performance at our portfolio companies and limit attractive realization opportunities for our Private Equity segment. Factors such as increasing wages, a tight labor market, the imposition of tariffs and overall uncertainty regarding trade policy, create challenges to increasing or maintaining profit margins for U.S. companies, particularly in the industrials and retail sectors. In that connection, adverse wage and trade developments put pressure on our ability to increase profit margins at our U.S. portfolio companies through operational initiatives. The market environment continues to be generally characterized by high prices, and this can make deployment of capital more difficult. Nonetheless, we deployed $26.6 billion of capital across the segment in 2019. See "Part I. Item 1A. Risk Factors — Risks Related to Our Business — Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition" and "— A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds' investments, which would adversely affect our operating results and cash flows."

## Fee Related Earnings

Fee Related Earnings were $480.6 million for the year ended December 31, 2019, an increase of $159.2 million, or 50%, compared to $321.3 million for the year ended December 31, 2018. The increase in Fee Related Earnings was primarily attributable to an increase of $234.4 million in Management and Advisory Fees, Net, partially offset by increases of $48.3 million in Fee Related Compensation and $26.9 million in Other Operating Expenses.

Management and Advisory Fees, Net were $1.1 billion for the year ended December 31, 2019, an increase of $234.4 million compared to $829.9 million for the year ended December 31, 2018, primarily driven by an increase in Base Management Fees. Base Management Fees were $986.5 million for the year ended December 31, 2019, an increase of $201.3 million compared to $785.2 million for the year ended December 31, 2018, primarily due to increases in Fee-Earning Assets Under Management in Strategic Partners, BIP and Tactical Opportunities.

Fee Related Compensation was $423.8 million for the year ended December 31, 2019, an increase of $48.3 million, compared to $375.4 million for the year ended December 31, 2018. The increase was primarily due to the increase in Management and Advisory Fees, Net, on which a portion of Fee Related Compensation is based.

Other Operating Expenses were $160.0 million for the year ended December 31, 2019, an increase of $26.9 million, compared to $133.1 million for the year ended December 31, 2018. The increase was primarily due to consulting fees and growth in our new business initiatives, including BXLS.

## Net Realizations

Net Realizations were $366.7 million for the year ended December 31, 2019, a decrease of $182.3 million, compared to $549.0 million for the year ended December 31, 2018. The decrease in Net Realizations was primarily attributable to decreases of $288.4 million in Realized Performance Revenues and $19.5 million in Realized Principal Investment Income, partially offset by a decrease of $125.6 million in Realized Performance Compensation.



## Table of Contents

Realized Performance Revenues were $469.0 million for the year ended December 31, 2019, a decrease of $288.4 million, compared to $757.4 million for the year ended December 31, 2018. The decrease was primarily due to lower Realized Performance Revenues in corporate private equity and Strategic Partners.

Realized Principal Investment Income was $90.2 million for the year ended December 31, 2019, a decrease of $19.5 million, compared to $109.7 million for the year ended December 31, 2018. The decrease was primarily due to a decrease of Realized Principal Investment Income in corporate private equity.

Realized Performance Compensation was $192.6 million for the year ended December 31, 2019, a decrease of $125.6 million, compared to $318.2 million for the year ended December 31, 2018. The decrease was due to the decrease in Realized Performance Revenues.

## Fund Returns

Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table presents the internal rates of return of our significant private equity funds:

<table><tr><td rowspan="3">Fund (a)</td><td colspan="6">Year Ended December 31,</td><td colspan="6">December 31, 2019</td></tr><tr><td colspan="2">2019</td><td colspan="2">2018</td><td colspan="2">2017</td><td colspan="2">Realized</td><td colspan="4">Total</td></tr><tr><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Net</td><td>Gross</td><td>Net</td><td></td></tr><tr><td>BCP IV</td><td>68%</td><td>51%</td><td>6%</td><td>5%</td><td>1%</td><td>1%</td><td>50%</td><td>36%</td><td>50%</td><td>36%</td><td></td><td></td></tr><tr><td>BCP V</td><td>-14%</td><td>-4%</td><td>-6%</td><td>-5%</td><td>12%</td><td>9%</td><td>11%</td><td>9%</td><td>10%</td><td>8%</td><td></td><td></td></tr><tr><td>BCP VI</td><td>4%</td><td>3%</td><td>17%</td><td>14%</td><td>27%</td><td>22%</td><td>24%</td><td>18%</td><td>17%</td><td>12%</td><td></td><td></td></tr><tr><td>BCP VII</td><td>24%</td><td>18%</td><td>43%</td><td>28%</td><td>29%</td><td>12%</td><td>64%</td><td>45%</td><td>31%</td><td>19%</td><td></td><td></td></tr><tr><td>BEP I</td><td>—</td><td>—</td><td>18%</td><td>15%</td><td>16%</td><td>13%</td><td>22%</td><td>18%</td><td>15%</td><td>12%</td><td></td><td></td></tr><tr><td>BEP II</td><td>-5%</td><td>-3%</td><td>32%</td><td>20%</td><td>15%</td><td>6%</td><td>59%</td><td>43%</td><td>13%</td><td>7%</td><td></td><td></td></tr><tr><td>BCOM</td><td>-22%</td><td>-23%</td><td>3%</td><td>2%</td><td>-3%</td><td>-4%</td><td>13%</td><td>6%</td><td>13%</td><td>6%</td><td></td><td></td></tr><tr><td>BCEP</td><td>24%</td><td>20%</td><td>N/M</td><td>N/M</td><td>N/M</td><td>N/M</td><td>41%</td><td>37%</td><td>18%</td><td>15%</td><td></td><td></td></tr><tr><td>Tactical Opportunities</td><td>10%</td><td>6%</td><td>13%</td><td>9%</td><td>16%</td><td>13%</td><td>23%</td><td>19%</td><td>14%</td><td>10%</td><td></td><td></td></tr><tr><td>Tactical Opportunities Co-Investment and Other</td><td>15%</td><td>14%</td><td>13%</td><td>11%</td><td>28%</td><td>21%</td><td>26%</td><td>23%</td><td>16%</td><td>14%</td><td></td><td></td></tr><tr><td>Strategic Partners I-V (b)</td><td>—</td><td>-1%</td><td>9%</td><td>6%</td><td>12%</td><td>11%</td><td>N/A</td><td>N/A</td><td>16%</td><td>13%</td><td></td><td></td></tr><tr><td>Strategic Partners VI (b)</td><td>-4%</td><td>-5%</td><td>18%</td><td>15%</td><td>15%</td><td>12%</td><td>N/A</td><td>N/A</td><td>21%</td><td>16%</td><td></td><td></td></tr><tr><td>Strategic Partners VII (b)</td><td>12%</td><td>10%</td><td>32%</td><td>26%</td><td>103%</td><td>82%</td><td>N/A</td><td>N/A</td><td>30%</td><td>23%</td><td></td><td></td></tr><tr><td>Strategic Partners Real Assets II (b)</td><td>21%</td><td>17%</td><td>33%</td><td>22%</td><td>N/M</td><td>N/M</td><td>N/A</td><td>N/A</td><td>23%</td><td>17%</td><td></td><td></td></tr><tr><td>Strategic Partners Real Estate, SMA and Other (b)</td><td>19%</td><td>18%</td><td>15%</td><td>13%</td><td>22%</td><td>17%</td><td>N/A</td><td>N/A</td><td>21%</td><td>18%</td><td></td><td></td></tr></table>

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

N/M Not meaningful generally due to the limited time since initial investment.



## Table of Contents

N/A Not applicable.

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues.
(b) Realizations are treated as return of capital until fully recovered and therefore inception to date realized returns are not applicable. Returns are calculated from results that are reported on a three month lag.

The corporate private equity funds within the Private Equity segment have five funds with closed investment periods: BCP IV, BCP V, BCP VI, BCOM and BEP I. As of December 31, 2019, BCP IV was above its carried interest threshold (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive carried interest) and would still be above its carried interest threshold even if all remaining investments were valued at zero. BCP V is comprised of two fund classes based on the timings of fund closings, the BCP V "main fund" and BCP V-AC fund. Within these fund classes, the general partner is subject to equalization such that (a) the general partner accrues carried interest when the respective carried interest for either fund class is positive and (b) the general partner realizes carried interest so long as clawback obligations, if any, for either of the respective fund classes are fully satisfied. During the quarter, BCP V is currently below its carried interest threshold, while BCP V-AC is above its carried interest threshold. BCP VI is currently above its carried interest threshold. BCOM is currently above its carried interest threshold. We are entitled to retain previously realized carried interest up to 20% of BCOM's net gains. As a result, Performance Revenues are recognized from BCOM on current period gains and losses. BEP I is currently above its carried interest threshold.

## Hedge Fund Solutions

The following table presents the results of operations for our Hedge Fund Solutions segment:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td><td colspan="2">2019 vs. 2018</td><td colspan="2">2018 vs. 2017</td></tr><tr><td colspan="2">2019</td><td>2018</td><td>2017</td><td>$</td><td>%</td><td>$</td><td>%</td></tr><tr><td colspan="8">(Dollars in Thousands)</td></tr><tr><td>Management Fees, Net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 556,730</td><td>$ 519,782</td><td>$ 516,048</td><td>$ 36,948</td><td>7%</td><td>$ 3,734</td><td>1%</td><td></td></tr><tr><td>Transaction and Other Fees, Net</td><td>3,533</td><td>3,180</td><td>2,980</td><td>353</td><td>11%</td><td>200</td><td>7%</td><td></td></tr><tr><td>Management Fee Offsets</td><td>(138)</td><td>(93)</td><td>(93)</td><td>(45)</td><td>48%</td><td>—</td><td>—</td><td></td></tr><tr><td>Total Management Fees, Net</td><td>560,125</td><td>522,869</td><td>518,935</td><td>37,256</td><td>7%</td><td>3,934</td><td>1%</td><td></td></tr><tr><td>Fee Related Compensation</td><td>(151,960)</td><td>(162,172)</td><td>(146,924)</td><td>10,212</td><td>-6%</td><td>(15,248)</td><td>10%</td><td></td></tr><tr><td>Other Operating Expenses</td><td>(81,999)</td><td>(77,772)</td><td>(68,265)</td><td>(4,227)</td><td>5%</td><td>(9,507)</td><td>14%</td><td></td></tr><tr><td>Fee Related Earnings</td><td>326,166</td><td>282,925</td><td>303,746</td><td>43,241</td><td>15%</td><td>(20,821)</td><td>-7%</td><td></td></tr><tr><td>Realized Performance Revenues</td><td>126,576</td><td>42,419</td><td>154,343</td><td>84,157</td><td>198%</td><td>(111,924)</td><td>-73%</td><td></td></tr><tr><td>Realized Performance Compensation</td><td>(24,301)</td><td>(21,792)</td><td>(40,707)</td><td>(2,509)</td><td>12%</td><td>18,915</td><td>-46%</td><td></td></tr><tr><td>Realized Principal Investment Income</td><td>21,707</td><td>17,039</td><td>9,074</td><td>4,668</td><td>27%</td><td>7,965</td><td>88%</td><td></td></tr><tr><td>Net Realizations</td><td>123,982</td><td>37,666</td><td>122,710</td><td>86,316</td><td>229%</td><td>(85,044)</td><td>-69%</td><td></td></tr><tr><td>Segment Distributable Earnings</td><td>$ 450,148</td><td>$ 320,591</td><td>$ 426,456</td><td>$ 129,557</td><td>40%</td><td>$(105,865)</td><td>-25%</td><td></td></tr></table>

N/M Not meaningful.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Segment Distributable Earnings were $450.1 million for the year ended December 31, 2019, an increase of $129.6 million, or 40%, compared to $320.6 million for the year ended December 31, 2018. The increase in Segment Distributable Earnings was primarily attributable to increases of $86.3 million in Net Realizations and $43.2 million in Fee Related Earnings.

Segment Distributable Earnings in our Hedge Fund Solutions segment in 2019 were higher compared to 2018. This increase was primarily driven by an increase in Realized Performance Revenues due to higher returns across a number of strategies in 2019 compared to 2018, and growth in Fee-Earning Assets Under Management in



## Table of Contents

individual investor and specialized solutions and a reduction in placement fees, which offset Base Management Fees. Segment Distributable Earnings in the Hedge Fund Solutions segment would likely be negatively impacted in the event of a significant or sustained decline in global, regional or sector asset prices, or a prolonged weak equity market environment, which may be caused by concerns over macroeconomic and geopolitical factors such as uncertainty regarding the next stage of trade negotiations between the U.S. and China and concerns regarding the rate of global growth and the impact of the recent and rapidly evolving outbreak of the novel coronavirus in many countries. See "Part I. Item 1A. Risk Factors — Risks Related to Our Business — Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition," "— A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds' investments, which would adversely affect our operating results and cash flows" and "— Hedge fund investments are subject to numerous additional risks." In an equity market environment that has in recent years been characterized by relatively low volatility, investors may choose to reallocate capital away from traditional hedge fund strategies. Our Hedge Fund Solutions segment operates multiple business lines, manages strategies that are both long and short asset classes and generates a majority of its revenue through management fees. In that regard, the segment's revenues will depend in part on our ability to successfully grow such existing diverse business lines and strategies, and identify new ones to meet evolving investor appetites. Over time we anticipate an increasing change in the mix of our product offerings to products whose performance-based fees represent a more significant proportion of the fees than has historically been the case for such products.

## Fee Related Earnings

Fee Related Earnings were $326.2 million for the year ended December 31, 2019, an increase of $43.2 million, or 15%, compared to $282.9 million for the year ended December 31, 2018. The increase in Fee Related Earnings was primarily attributable to an increase of $37.3 million in Management Fees, Net and a decrease of $10.2 million in Fee Related Compensation.

Management Fees, Net were $560.1 million for the year ended December 31, 2019, an increase of $37.3 million, compared to $522.9 million for the year ended December 31, 2018, primarily driven by an increase in Base Management Fees. Base Management Fees were $556.7 million for the year ended December 31, 2019, an increase of $36.9 million, compared to $519.8 million for the year ended December 31, 2018, primarily due to Fee-Earning Asset Under Management growth in our individual investor and specialized solutions and a reduction in placement fees, which offset Base Management Fees.

Fee Related Compensation was $152.0 million for the year ended December 31, 2019, a decrease of $10.2 million, compared to $162.2 million for the year ended December 31, 2018. The decrease was primarily due to changes in compensation accruals.

## Net Realizations

Net Realizations were $124.0 million for the year ended December 31, 2019, an increase of $86.3 million, or 229%, compared to $37.7 million for the year ended December 31, 2018. The increase in Net Realizations was primarily attributable to an increase of $84.2 million in Realized Performance Revenues.

Realized Performance Revenues were $126.6 million for the year ended December 31, 2019, an increase of $84.2 million, compared to $42.4 million for the year ended December 31, 2018. The increase was primarily driven by higher returns across a number of strategies, including customized solutions, commingled products and individual investor and specialized solutions, compared to the year ended December 31, 2018.



## Table of Contents

Operating Metrics

The following table presents information regarding our Invested Performance Revenue Eligible Assets Under Management:

<table><tr><td rowspan="4"></td><td colspan="3">Invested Performance</td><td colspan="3">Estimated % Above</td></tr><tr><td colspan="3">Revenue Eligible Assets</td><td colspan="3">High Water</td></tr><tr><td colspan="3">Under Management</td><td colspan="3">Mark/Benchmark (a)</td></tr><tr><td colspan="3">December 31,</td><td colspan="3">December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td></td><td colspan="6">(Dollars in Thousands)</td></tr><tr><td>Hedge Fund Solutions Managed Funds (b)</td><td>$ 43,789,081</td><td>$ 42,393,275</td><td>$ 41,238,330</td><td>91%</td><td>46%</td><td>91%</td></tr></table>

(a) Estimated % Above High Water Mark/Benchmark represents the percentage of Invested Performance Revenue Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Hedge Fund Solutions managed fund has positive investment performance relative to a benchmark, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a benchmark return, thereby resulting in an increase in Estimated % Above High Water Mark/Benchmark.

(b) For the Hedge Fund Solutions managed funds, at December 31, 2019, the incremental appreciation needed for the 9% of Invested Performance Revenue Eligible Assets Under Management below their respective High Water Marks/Benchmarks to reach their respective High Water Marks/Benchmarks was $504.3 million, a decrease of $352.4 million, compared to $856.7 million at December 31, 2018. Of the Invested Performance Revenue Eligible Assets Under Management below their respective High Water Marks/Benchmarks as of December 31, 2019, 33% were within 5% of reaching their respective High Water Mark.

## Composite Returns

Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund. An investment in Blackstone is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.

The following table presents the return information of the BAAM Principal Solutions Composite:

<table><tr><td rowspan="4"></td><td colspan="8">Average Annual Returns (a)</td></tr><tr><td colspan="8">Periods Ended December 31, 2019</td></tr><tr><td colspan="2">One Year</td><td colspan="2">Three Year</td><td colspan="2">Five Year</td><td colspan="2">Historical</td></tr><tr><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td></tr><tr><td>Composite</td><td>8%</td><td>7%</td><td>6%</td><td>5%</td><td>5%</td><td>4%</td><td>7%</td><td>6%</td></tr><tr><td>BAAM Principal Solutions Composite (b)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

(a) Composite returns present a summarized asset-weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.

(b) BAAM’s Principal Solutions (“BPS”) Composite covers the period from January 2000 to present, although BAAM’s inception date is September 1990. The BPS Composite includes only BAAM-managed commingled and customized multi-manager funds and accounts. None of the other platforms/strategies managed through the Blackstone Hedge Fund Solutions Group are included in the composite (except for investments by BPS funds/accounts directly into those platforms/strategies). BAAM-managed funds in liquidation and non-fee-paying assets (in the case of net returns) are excluded from the composite. The historical return is from January 1, 2000.



## Table of Contents

## Credit

The following table presents the results of operations for our Credit segment:

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td><td colspan="2">2019 vs. 2018</td><td colspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td></td><td>$</td><td>%</td><td>$</td><td>%</td></tr><tr><td colspan="8">(Dollars in Thousands)</td></tr><tr><td>Management Fees, Net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 586,535</td><td>$ 553,921</td><td>$ 567,334</td><td>$ 32,614</td><td>6%</td><td>$ (13,413)</td><td>-2%</td><td></td></tr><tr><td>Transaction and Other Fees, Net</td><td>19,882</td><td>15,640</td><td>13,431</td><td>4,242</td><td>27%</td><td>2,209</td><td>16%</td><td></td></tr><tr><td>Management Fee Offsets</td><td>(11,813)</td><td>(12,332)</td><td>(32,382)</td><td>519</td><td>-4%</td><td>20,050</td><td>-62%</td><td></td></tr><tr><td>Total Management Fees, Net</td><td>594,604</td><td>557,229</td><td>548,383</td><td>37,375</td><td>7%</td><td>8,846</td><td>2%</td><td></td></tr><tr><td>Fee Related Performance Revenues</td><td>13,764</td><td>(666)</td><td>89,945</td><td>14,430</td><td>N/M</td><td>(90,611)</td><td>N/M</td><td></td></tr><tr><td>Fee Related Compensation</td><td>(229,607)</td><td>(219,098)</td><td>(253,842)</td><td>(10,509)</td><td>5%</td><td>34,744</td><td>-14%</td><td></td></tr><tr><td>Other Operating Expenses</td><td>(160,801)</td><td>(131,200)</td><td>(99,562)</td><td>(29,601)</td><td>23%</td><td>(31,638)</td><td>32%</td><td></td></tr><tr><td>Fee Related Earnings</td><td>217,960</td><td>206,265</td><td>284,924</td><td>11,695</td><td>6%</td><td>(78,659)</td><td>-28%</td><td></td></tr><tr><td>Realized Performance Revenues</td><td>32,737</td><td>96,962</td><td>194,902</td><td>(64,225)</td><td>-66%</td><td>(97,940)</td><td>-50%</td><td></td></tr><tr><td>Realized Performance Compensation</td><td>(12,972)</td><td>(53,863)</td><td>(100,834)</td><td>40,891</td><td>-76%</td><td>46,971</td><td>-47%</td><td></td></tr><tr><td>Realized Principal Investment Income</td><td>32,466</td><td>16,763</td><td>16,380</td><td>15,703</td><td>94%</td><td>383</td><td>2%</td><td></td></tr><tr><td>Net Realizations</td><td>52,231</td><td>59,862</td><td>110,448</td><td>(7,631)</td><td>-13%</td><td>(50,586)</td><td>-46%</td><td></td></tr><tr><td>Segment Distributable Earnings</td><td>$ 270,191</td><td>$ 266,127</td><td>$ 395,372</td><td>$ 4,064</td><td>2%</td><td>$ (129,245)</td><td>-33%</td><td></td></tr></table>

N/M Not meaningful.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Segment Distributable Earnings were $270.2 million for the year ended December 31, 2019, an increase of $4.1 million, compared to $266.1 million for the year ended December 31, 2018. The increase in Segment Distributable Earnings was primarily attributable to an increase of $11.7 million in Fee Related Earnings, partially offset by a decrease of $7.6 million in Net Realizations.

Segment Distributable Earnings in our Credit segment in 2019 were higher compared to 2018, driven in part by higher Fee Related Earnings as a result of the launch of several GSO and BIS funds in 2019, as well as a full year of management fees from the BDC. This was partially offset by lower Realized Performance Revenue due to a mezzanine fund crossing its carry threshold at the end of 2017, which resulted in higher Realized Performance in 2018 compared to 2019. In a distressed market that continues to be challenged, our performing credit strategies delivered a 13% gross return in 2019 and our distressed strategies declined 4.0%, largely driven by decreases in certain upstream energy positions. An increased focus on energy sustainability, including potential alternatives to fossil fuels, has exacerbated the impact of weakened market fundamentals in certain energy subsectors, particularly upstream. The persistence of weakened market fundamentals in the energy sector or in the credit markets more broadly, including as a result of concerns regarding the impact of the recent and rapidly evolving outbreak of the novel coronavirus in many countries, would negatively impact the performance of certain Credit segment investments. Our Credit segment deployed $10.2 billion of capital in 2019. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business — Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition” and “— A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows.”



## Table of Contents

## Fee Related Earnings

Fee Related Earnings were $218.0 million for the year ended December 31, 2019, an increase of $11.7 million, compared to $206.3 million for the year ended December 31, 2018. The increase in Fee Related Earnings was primarily attributable to increases of $37.4 million in Management Fees, Net and $14.4 million in Fee Related Performance Revenues, partially offset increases of $29.6 million in Other Operating Expenses and $10.5 million in Fee Related Compensation.

Management Fees, Net were $594.6 million for the year ended December 31, 2019, an increase of $37.4 million, compared to $557.2 million for the year ended December 31, 2018, primarily driven by an increase in Base Management Fees. Base Management Fees were $586.5 million for the year ended December 31, 2019, an increase of $32.6 million, compared to $553.9 million for the year ended December 31, 2018. The increase was primarily due to the launch of several GSO and BIS funds subsequent to the year ended December 31, 2018, including successor flagship funds and multiple long only funds, as well as a full year of management fees on our BDC, partially offset by the receipt of a fixed payment in the first quarter of 2018 in connection with the conclusion of our sub-advisory relationship with FS Investments.

Fee Related Performance Revenues were $13.8 million for the year ended December 31, 2019, an increase of $14.4 million, compared to $10.7 million for the year ended December 31, 2018. The increase was due to the ramp up of our BDC.

Other Operating Expenses were $160.8 million for the year ended December 31, 2019, an increase of $29.6 million, compared to $131.2 million for the year ended December 31, 2018. The increase was primarily due to the growth in our new business initiatives, including BIS and the direct lending platform.

Fee Related Compensation was $229.6 million for the year ended December 31, 2019, an increase of $10.5 million, compared to $219.1 million for the year ended December 31, 2018. The increase was primarily due to the increase in Management Fees, Net, on which a portion of Fee Related Compensation is based.

## Net Realizations

Net Realizations were $52.2 million for the year ended December 31, 2019, a decrease of $7.6 million, compared to $59.9 million for the year ended December 31, 2018. The decrease in Net Realizations was primarily attributable to a decrease of $64.2 million in Realized Performance Revenues, partially offset by a decrease of $40.9 million in Realized Performance Compensation and an increase of $15.7 million in Realized Principal Investment Income.

Realized Performance Revenues were $32.7 million for the year ended December 31, 2019, a decrease of $64.2 million, compared to $97.0 million for the year ended December 31, 2018. The decrease was primarily attributable to a mezzanine fund crossing its carry threshold during the fourth quarter of 2017, resulting in higher Realized Performance Revenues in the year ended December 31, 2018 compared to the year ended December 31, 2019.

Realized Performance Compensation was $13.0 million for the year ended December 31, 2019, a decrease of $40.9 million, compared to $53.9 million for the year ended December 31, 2018. The decrease was due to the decrease in Realized Performance Revenues.

Realized Principal Investment Income was $32.5 million for the year ended December 31, 2019, an increase of $15.7 million, compared to $16.8 million for the year ended December 31, 2018. The increase was driven by the realized gain on our Corporate Treasury Investments.

## Fund Returns

Fund return information for our significant businesses is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund. An investment in Blackstone is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.



## Table of Contents

The following table presents combined internal rates of return of the segment’s performing credit and distressed strategies funds:

<table><tr><td rowspan="3">Composite (a)</td><td colspan="6">Year Ended December 31,</td><td colspan="2">Inception to December 31, 2019</td></tr><tr><td colspan="2">2019</td><td colspan="2">2018</td><td colspan="2">2017</td><td colspan="2">Total</td></tr><tr><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td><td>Gross</td><td>Net</td></tr><tr><td>Performing Credit Strategies (b)</td><td>13%</td><td>10%</td><td>9%</td><td>6%</td><td>11%</td><td>6%</td><td>14%</td><td>9%</td></tr><tr><td>Distressed Strategies (c)</td><td></td><td></td><td></td><td>-</td><td></td><td></td><td></td><td></td></tr><tr><td></td><td>-4%</td><td>-6%</td><td>-2%</td><td>2%</td><td>9%</td><td>6%</td><td>10%</td><td>6%</td></tr></table>

The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Allocations, net of tax advances.

(b) Performing Credit Strategies include mezzanine lending funds, middle market direct lending funds, including our BDC, and other performing credit strategy funds. Performing Credit Strategies' returns represent the IRR of the combined cash flows of the fee-earning funds exceeding $100 million of fair value at each respective quarter end as well as the Blackstone Funds that were contributed to GSO as part of Blackstone's acquisition of GSO in March 2008. Effective December 31, 2019 Performing Credit Strategies' returns exclude funds in liquidation. The inception to date returns are from July 16, 2007. Prior periods have been updated to reflect this presentation.

(c) Distressed Strategies include stressed/distressed funds, credit alpha strategies and energy strategies. Distressed Strategies' returns represent the IRR of the combined cash flows of the fee-earning funds exceeding $100 million of fair value at each respective quarter end. Effective December 31, 2019 Distressed Strategies' returns exclude funds in liquidation. The inception to date returns are from August 1, 2005. Prior periods have been updated to reflect this presentation.

As of December 31, 2019, there was $18.7 billion of Performance Revenue Eligible Assets Under Management invested in Credit strategies that were above the hurdle necessary to generate Incentive Fees or Performance Allocations. This represented 38% of the total Performance Revenue Eligible Assets Under Management across all Credit strategies.

## Non-GAAP Financial Measures

These non-GAAP financial measures are presented without the consolidation of any Blackstone Funds that are consolidated into the Consolidated Financial Statements. Consequently, all non-GAAP financial measures exclude the assets, liabilities and operating results related to the Blackstone Funds. See “— Key Financial Measures and Indicators” for our definitions of Distributable Earnings, Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA.



## Table of Contents

The following table is a reconciliation of Net Income Attributable to The Blackstone Group Inc. to Distributable Earnings, Total Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA:

<table><tr><td rowspan="2">(Dollars in Thousands)</td><td colspan="3">Twelve Months Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc.</td><td>$ 2,049,682</td><td>$ 1,541,788</td><td>$ 1,471,374</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Blackstone Holdings</td><td>1,339,627</td><td>1,364,989</td><td>1,392,323</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Consolidated Entities</td><td>476,779</td><td>358,878</td><td>497,439</td></tr><tr><td>Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities</td><td>(121)</td><td>(2,104)</td><td>13,806</td></tr><tr><td>Net Income</td><td>$ 3,865,967</td><td>$ 3,263,551</td><td>$ 3,374,942</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>(47,952)</td><td>249,390</td><td>743,147</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>$ 3,818,015</td><td>$ 3,512,941</td><td>$ 4,118,089</td></tr><tr><td>Transaction-Related Charges (a)</td><td>208,613</td><td>(261,916)</td><td>(176,531)</td></tr><tr><td>Amortization of Intangibles (b)</td><td>65,931</td><td>59,994</td><td>48,297</td></tr><tr><td>Impact of Consolidation (c)</td><td>(476,658)</td><td>(356,774)</td><td>(511,245)</td></tr><tr><td>Unrealized Performance Revenues (d)</td><td>(1,126,668)</td><td>(561,163)</td><td>105,432</td></tr><tr><td>Unrealized Performance Allocations Compensation (e)</td><td>540,285</td><td>319,742</td><td>103,794</td></tr><tr><td>Unrealized Principal Investment (Income) Loss (f)</td><td>(113,327)</td><td>65,851</td><td>131,206</td></tr><tr><td>Other Revenues (g)</td><td>(79,447)</td><td>(89,468)</td><td>140,051</td></tr><tr><td>Equity-Based Compensation (h)</td><td>230,194</td><td>158,220</td><td>107,110</td></tr><tr><td>Taxes and Related Payables (i)</td><td>(196,159)</td><td>(153,865)</td><td>(189,988)</td></tr><tr><td>Distributable Earnings</td><td>$ 2,870,779</td><td>$ 2,693,562</td><td>$ 3,876,215</td></tr><tr><td>Taxes and Related Payables (i)</td><td>196,159</td><td>153,865</td><td>189,988</td></tr><tr><td>Net Interest (Income) Loss (j)</td><td>2,441</td><td>(21,925)</td><td>49,918</td></tr><tr><td>Total Segment Distributable Earnings</td><td>$ 3,069,379</td><td>$ 2,825,502</td><td>$ 4,116,121</td></tr><tr><td>Realized Performance Revenues (k)</td><td>(1,660,642)</td><td>(1,811,771)</td><td>(3,647,807)</td></tr><tr><td>Realized Performance Compensation (l)</td><td>603,935</td><td>678,141</td><td>1,297,611</td></tr><tr><td>Realized Principal Investment Income (m)</td><td>(224,155)</td><td>(236,058)</td><td>(436,194)</td></tr><tr><td>Fee Related Earnings</td><td>$ 1,788,517</td><td>$ 1,455,814</td><td>$ 1,329,731</td></tr><tr><td>Adjusted EBITDA Reconciliation</td><td></td><td></td><td></td></tr><tr><td>Distributable Earnings</td><td>$ 2,870,779</td><td>$ 2,693,562</td><td>$ 3,876,215</td></tr><tr><td>Interest Expense (n)</td><td>195,034</td><td>159,838</td><td>192,838</td></tr><tr><td>Taxes and Related Payables (i)</td><td>196,159</td><td>153,865</td><td>189,988</td></tr><tr><td>Depreciation and Amortization</td><td>26,350</td><td>23,882</td><td>25,228</td></tr><tr><td>Adjusted EBITDA</td><td>$ 3,288,322</td><td>$ 3,031,147</td><td>$ 4,284,269</td></tr></table>

(a) This adjustment removes Transaction-Related Charges, which are excluded from Blackstone's segment presentation. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures, and Blackstone's initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.

(b) This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone's segment presentation. This amount includes amortization of intangibles associated with Blackstone's investment in Pátria, which is accounted for under the equity method.

(c) This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone's segment presentation. This adjustment includes the elimination of Blackstone's interest in these funds and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.



## Table of Contents

(d) This adjustment removes Unrealized Performance Revenues on a segment basis. The Segment Adjustment represents the add back of performance revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation.

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>GAAP Unrealized Performance Allocations</td><td>$ 1,126,332</td><td>$ 561,373</td><td>$ (105,473)</td><td></td></tr><tr><td>Segment Adjustment</td><td>336</td><td>(210)</td><td>41</td><td></td></tr><tr><td>Unrealized Performance Revenues</td><td>$ 1,126,668</td><td>$ 561,163</td><td>$ (105,432)</td><td></td></tr></table>

(e) This adjustment removes Unrealized Performance Allocations Compensation.

(f) This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis. The Segment Adjustment represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>GAAP Unrealized Principal Investment Income</td><td>$ 215,003</td><td>$ 49,917</td><td>$ 42,605</td><td></td></tr><tr><td>Segment Adjustment</td><td>(101,676)</td><td>(115,768)</td><td>(173,811)</td><td></td></tr><tr><td>Unrealized Principal Investment Income (Loss)</td><td>$ 113,327</td><td>$ (65,851)</td><td>$ (131,206)</td><td></td></tr></table>

(g) This adjustment removes Other Revenues on a segment basis. The Segment Adjustment represents (1) the add back of Other Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of certain Transaction-Related Charges. For the year ended December 31, 2018, Transaction-Related Charges included $580.9 million of Other Revenues received upon the conclusion of Blackstone’s investment sub-advisory relationship with FS Investments’ funds.

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>GAAP Other Revenue</td><td>$ 79,993</td><td>$ 672,317</td><td>$ (133,229)</td><td></td></tr><tr><td>Segment Adjustment</td><td>(546)</td><td>(582,849)</td><td>(6,822)</td><td></td></tr><tr><td>Other Revenues</td><td>$ 79,447</td><td>$ 89,468</td><td>$ (140,051)</td><td></td></tr></table>

(h) This adjustment removes Equity-Based Compensation on a segment basis.

(i) Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and adjusted to exclude the tax impact of any divestitures. Related Payables represent tax-related payables including the amount payable under the Tax Receivable Agreement.

<table><tr><td rowspan="3"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>Taxes</td><td>$ 140,416</td><td>$ 90,022</td><td>$ 101,531</td><td></td></tr><tr><td>Related Payables</td><td>55,743</td><td>63,843</td><td>88,457</td><td></td></tr><tr><td>Taxes and Related Payables</td><td>$ 196,159</td><td>$ 153,865</td><td>$ 189,988</td><td></td></tr></table>



## Table of Contents

(j) This adjustment removes Interest and Dividend Revenue less Interest Expense on a segment basis. The Segment Adjustment represents (1) the add back of Other Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of interest expense associated with the Tax Receivable Agreement.

<table><tr><td rowspan="3"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td colspan="3">(Dollars in Thousands)</td></tr><tr><td>GAAP Interest and Dividend Revenue</td><td>$ 182,398</td><td>$ 171,947</td><td>$ 139,696</td></tr><tr><td>Segment Adjustment</td><td>10,195</td><td>9,816</td><td>3,224</td></tr><tr><td>Interest and Dividend Revenue</td><td>192,593</td><td>181,763</td><td>142,920</td></tr><tr><td>GAAP Interest Expense</td><td>199,648</td><td>163,990</td><td>197,486</td></tr><tr><td>Segment Adjustment</td><td>(4,614)</td><td>(4,152)</td><td>(4,648)</td></tr><tr><td>Interest Expense</td><td>195,034</td><td>159,838</td><td>192,838</td></tr><tr><td>Net Interest Income (Loss)</td><td>$ (2,441)</td><td>$ 21,925</td><td>$ (49,918)</td></tr></table>

(k) This adjustment removes the total segment amounts of Realized Performance Revenues.

(I) This adjustment removes the total segment amounts of Realized Performance Compensation.

(m) This adjustment removes the total segment amount of Realized Principal Investment Income.

(n) This adjustment adds back Interest Expense on a segment basis.

The following tables are a reconciliation of Total GAAP Investments to Net Accrued Performance Revenues. Total GAAP Investments and Net Accrued Performance Revenues consist of the following:

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td colspan="2">(Dollars in Thousands)</td></tr><tr><td>Investments of Consolidated Blackstone Funds</td><td>$ 8,380,698</td><td>$ 8,376,338</td></tr><tr><td>Equity Method Investments</td><td></td><td></td></tr><tr><td>Partnership Investments</td><td>4,035,675</td><td>3,649,423</td></tr><tr><td>Accrued Performance Allocations</td><td>7,180,449</td><td>5,883,924</td></tr><tr><td>Corporate Treasury Investments</td><td>2,419,587</td><td>2,206,493</td></tr><tr><td>Other Investments</td><td>265,273</td><td>260,853</td></tr><tr><td>Total GAAP Investments</td><td>$ 22,281,682</td><td>$ 20,377,031</td></tr><tr><td>Accrued Performance Allocations - GAAP</td><td>$ 7,180,449</td><td>$ 5,883,924</td></tr><tr><td>Impact of Consolidation (a)</td><td>384</td><td>—</td></tr><tr><td>Due From Affiliates - GAAP (b)</td><td>154,980</td><td>33,419</td></tr><tr><td>Less: Accrued Performance Compensation - GAAP (c)</td><td>(3,021,899)</td><td>(2,394,747)</td></tr><tr><td>Net Accrued Performance Revenues</td><td>$ 4,313,914</td><td>$ 3,522,596</td></tr></table>

(a) This adjustment adds back investments in consolidated Blackstone Funds which have been eliminated in consolidation.

(b) Represents GAAP accrued performance revenue recorded within Due from Affiliates.

(c) Represents GAAP accrued performance compensation associated with Accrued Performance Allocations and is recorded within Accrued Compensation and Benefits and Due to Affiliates.



## Table of Contents

## Liquidity and Capital Resources

## General

Blackstone’s business model derives revenue primarily from third party assets under management. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to support the working capital or operating needs of our businesses. We draw primarily on the long-term committed capital of our limited partner investors to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, where our minimum general partner commitments are generally less than 5% of the limited partner commitments of a fund, and pay dividends to shareholders.

Fluctuations in our statement of financial condition result primarily from activities of the Blackstone Funds that are consolidated as well as business transactions, such as the issuance of senior notes described below. The majority economic ownership interests of the Blackstone Funds are reflected as Redeemable Non-Controlling Interests in Consolidated Entities, and Non-Controlling Interests in Consolidated Entities in the Consolidated Financial Statements. The consolidation of these Blackstone Funds has no net effect on Blackstone’s Net Income or Partners’ Capital. Additionally, fluctuations in our statement of financial condition also include appreciation or depreciation in Blackstone investments in the Blackstone Funds, additional investments and redemptions of such interests in the Blackstone Funds and the collection of receivables related to management and advisory fees.

Total assets were $32.6 billion as of December 31, 2019, an increase of $3.7 billion, or 13%, from December 31, 2018. The increase in total assets was principally due to an increase of $3.6 billion in total assets attributable to the consolidated operating partnerships. The increase in total assets attributable to the consolidated operating partnerships was primarily due to increases of $1.9 billion in Investments, $595.2 million in Due from Affiliates and $471.1 million in Right-of-Use Assets. The increase in Investments was primarily due to appreciation in the value of Blackstone's interests in its real estate and private equity investments. The increase in Due from Affiliates was primarily due to management fees, performance revenues and reimbursable expenses from non-consolidated entities and portfolio companies. Effective January 1, 2019, Blackstone adopted new GAAP guidance on the accounting for leases on a modified retrospective basis. See Note 2. "Summary of Significant Accounting Policies" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing. The adoption resulted in the recognition of Right-of-Use Assets of $471.1 million as of December 31, 2019. The other net variances of the assets attributable to the consolidated operating partnerships were relatively unchanged.

Total liabilities were $17.5 billion as of December 31, 2019, an increase of $2.3 billion, or 15%, from December 31, 2018. The increase in total liabilities was principally due to an increase of $2.4 billion in total liabilities attributable to the consolidated operating partnerships. The increase in total liabilities attributable to the consolidated operating partnerships was primarily due to increases of $1.1 billion in Loans Payable, $853.9 million in Accrued Compensation and Benefits and $543.0 million in Operating Lease Liability. The increase in Loans Payable was due to the issuance of € 600 million of notes on April 10, 2019 and $500 million and $400 million of notes on September 10, 2019. The increase in Accrued Compensation and Benefits was primarily due to an increase in performance compensation. Effective January 1, 2019, Blackstone adopted new GAAP guidance on the accounting for leases on a modified retrospective basis. The adoption resulted in the recognition of Operating Lease Liabilities of $543.0 million as of December 31, 2019. The other net variances of the liabilities attributable to the consolidated operating partnerships were relatively unchanged.

## Sources and Uses of Liquidity

We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in our businesses, the proceeds from our issuances of senior notes, liquid investments we hold on our balance sheet and access to our $1.6 billion committed revolving credit facility. As of December 31, 2019, Blackstone had $2.2 billion in cash and cash equivalents, $2.4 billion invested in corporate treasury investments, against $4.7 billion in borrowings from our bond issuances, and no borrowings outstanding under our revolving credit facility.



## Table of Contents

On April 10, 2019, Blackstone issued € 600 million aggregate principal amount of 1.500% Senior Notes maturing on April 10, 2029.

On September 3, 2019, Blackstone commenced the Tender Offer for any and all of its 2021 Notes. On September 9, 2019, the Tender Offer expired and $175.0 million aggregate principal amount of the 2021 Notes were validly tendered for payment. Payment for the tendered notes was made on September 10, 2019. On October 10, 2019, in accordance with the optional redemption provision under the indenture governing the 2021 Notes, Blackstone redeemed the 2021 Notes that were not previously tendered in the Tender Offer.

On September 10, 2019, Blackstone issued $500 million aggregate principal amount of 2.500% Senior Notes maturing on January 10, 2030 and $400 million aggregate principal amount of 3.500% Senior Notes maturing on September 10, 2049. Blackstone used the proceeds from the notes offering, together with cash on hand or available liquidity, to effectuate the Tender Offer and subsequent redemption of the 2021 Notes and to pay related fees and expenses. Remaining proceeds will be used for general corporate purposes.

In addition to the cash we received from our notes offerings and availability under our revolving credit facility, we expect to receive (a) cash generated from operating activities, (b) Performance Allocations and Incentive Fee realizations, and (c) realizations on the fund investments that we make. The amounts received from these three sources in particular may vary substantially from year to year and quarter to quarter depending on the frequency and size of realization events or net returns experienced by our investment funds. Our available capital could be adversely affected if there are prolonged periods of few substantial realizations from our investment funds accompanied by substantial capital calls for new investments from those investment funds. Therefore, Blackstone's commitments to our funds are taken into consideration when managing our overall liquidity and cash position.

We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our existing businesses, which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital to facilitate our expansion into new businesses, (c) pay operating expenses, including cash compensation to our employees, and other obligations as they arise, (d) fund modest capital expenditures, (e) repay borrowings and related interest costs, (f) pay income taxes, (g) repurchase share of our common stock and Blackstone Holdings Partnership Units pursuant to our repurchase program and (h) pay dividends to our shareholders and distributions to the holders of Blackstone Holdings Partnership Units.



## Table of Contents

Our own capital commitments to our funds, the funds we invest in and our investment strategies as of December 31, 2019 consisted of the following:

<table><tr><td rowspan="3">Fund</td><td colspan="2">Blackstone and General Partner</td><td colspan="2">Senior Managing Directors and Certain Other Professionals (a)</td></tr><tr><td>Original Commitment</td><td>Remaining Commitment</td><td>Original Commitment</td><td>Remaining Commitment</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>Real Estate</td><td></td><td></td><td></td><td></td></tr><tr><td>BREP VII</td><td>$ 300,000</td><td>$ 41,987</td><td>$ 100,000</td><td>$ 13,996</td></tr><tr><td>BREP VIII</td><td>300,000</td><td>56,952</td><td>100,000</td><td>18,984</td></tr><tr><td>BREP IX</td><td>300,000</td><td>246,615</td><td>100,000</td><td>82,205</td></tr><tr><td>BREP Europe III</td><td>100,000</td><td>13,231</td><td>35,000</td><td>4,410</td></tr><tr><td>BREP Europe IV</td><td>130,000</td><td>23,540</td><td>43,333</td><td>7,847</td></tr><tr><td>BREP Europe V</td><td>150,000</td><td>34,995</td><td>43,333</td><td>10,110</td></tr><tr><td>BREP Europe VI</td><td>130,000</td><td>122,768</td><td>43,333</td><td>40,923</td></tr><tr><td>BREP Asia I</td><td>50,000</td><td>14,806</td><td>16,667</td><td>4,935</td></tr><tr><td>BREP Asia II</td><td>70,707</td><td>47,267</td><td>23,569</td><td>15,756</td></tr><tr><td>BREDS II</td><td>50,000</td><td>6,227</td><td>16,667</td><td>2,076</td></tr><tr><td>BREDS III</td><td>50,000</td><td>21,545</td><td>16,667</td><td>7,182</td></tr><tr><td>BREDS IV</td><td>50,000</td><td>50,000</td><td>—</td><td>—</td></tr><tr><td>BPP</td><td>75,994</td><td>5,327</td><td>—</td><td>—</td></tr><tr><td>Other (b)</td><td>9,752</td><td>3,054</td><td>—</td><td>—</td></tr><tr><td>Private Equity</td><td></td><td></td><td></td><td></td></tr><tr><td>BCP V</td><td>629,356</td><td>30,642</td><td>—</td><td>—</td></tr><tr><td>BCP VI</td><td>719,718</td><td>91,540</td><td>250,000</td><td>31,797</td></tr><tr><td>BCP VII</td><td>500,000</td><td>164,618</td><td>225,000</td><td>74,078</td></tr><tr><td>BCP VIII</td><td>500,000</td><td>500,000</td><td>225,000</td><td>225,000</td></tr><tr><td>BEP I</td><td>50,000</td><td>4,728</td><td>—</td><td>—</td></tr><tr><td>BEP II</td><td>80,000</td><td>21,813</td><td>26,667</td><td>7,271</td></tr><tr><td>BEP III</td><td>80,000</td><td>80,000</td><td>26,667</td><td>26,667</td></tr><tr><td>BCEP</td><td>120,000</td><td>35,179</td><td>18,992</td><td>5,568</td></tr><tr><td>BCP Asia</td><td>40,000</td><td>26,675</td><td>13,333</td><td>8,892</td></tr><tr><td>Tactical Opportunities</td><td>408,657</td><td>208,225</td><td>136,219</td><td>69,408</td></tr><tr><td>Strategic Partners</td><td>737,539</td><td>463,092</td><td>90,627</td><td>52,595</td></tr><tr><td>BIP</td><td>168,632</td><td>139,709</td><td>—</td><td>—</td></tr><tr><td>BXLS</td><td>10,500</td><td>6,780</td><td>—</td><td>—</td></tr><tr><td>Other (b)</td><td>265,974</td><td>34,676</td><td>—</td><td>—</td></tr><tr><td>Hedge Fund Solutions</td><td></td><td></td><td></td><td></td></tr><tr><td>Strategic Alliance</td><td>50,000</td><td>2,033</td><td>—</td><td>—</td></tr><tr><td>Strategic Alliance II</td><td>50,000</td><td>1,482</td><td>—</td><td>—</td></tr><tr><td>Strategic Alliance III</td><td>22,000</td><td>11,880</td><td>—</td><td>—</td></tr><tr><td>Strategic Holdings LP</td><td>154,610</td><td>83,379</td><td>—</td><td>—</td></tr><tr><td>Strategic Holdings II LP</td><td>50,000</td><td>50,000</td><td>—</td><td>—</td></tr><tr><td>Other (b)</td><td>3,229</td><td>1,667</td><td>—</td><td>—</td></tr></table>

continued...



<table><tr><td rowspan="3">Fund</td><td colspan="2">Blackstone and General Partner</td><td colspan="2">Senior Managing Directors and Certain Other Professionals (a)</td></tr><tr><td>Original Commitment</td><td>Remaining Commitment</td><td>Original Commitment</td><td>Remaining Commitment</td></tr><tr><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>Credit</td><td></td><td></td><td></td><td></td></tr><tr><td>Capital Opportunities Fund II LP</td><td>$ 120,000</td><td>$ 30,218</td><td>$ 110,101</td><td>$ 27,726</td></tr><tr><td>Capital Opportunities Fund III LP</td><td>130,783</td><td>68,905</td><td>30,688</td><td>16,569</td></tr><tr><td>GSO European Senior Debt Fund LP</td><td>63,000</td><td>16,547</td><td>56,992</td><td>14,969</td></tr><tr><td>GSO European Senior Debt Fund II LP</td><td>77,182</td><td>69,773</td><td>26,989</td><td>25,657</td></tr><tr><td>GSO Capital Solutions</td><td>50,000</td><td>5,008</td><td>27,666</td><td>2,771</td></tr><tr><td>GSO Capital Solutions II</td><td>125,000</td><td>51,695</td><td>119,959</td><td>49,610</td></tr><tr><td>GSO Capital Solutions III</td><td>151,000</td><td>123,656</td><td>31,395</td><td>26,923</td></tr><tr><td>GSO Energy Select Opportunities Fund</td><td>80,000</td><td>41,247</td><td>74,741</td><td>38,535</td></tr><tr><td>GSO Energy Select Opportunities Fund II</td><td>150,000</td><td>139,917</td><td>25,222</td><td>23,523</td></tr><tr><td>GSO Credit Alpha Fund LP</td><td>52,102</td><td>7,465</td><td>50,394</td><td>7,221</td></tr><tr><td>GSO Credit Alpha Fund II LP</td><td>25,500</td><td>15,701</td><td>5,907</td><td>3,626</td></tr><tr><td>Blackstone / GSO Secured Lending Fund</td><td>64,500</td><td>31,650</td><td>—</td><td>—</td></tr><tr><td>Other (b)</td><td>164,378</td><td>49,883</td><td>21,515</td><td>3,913</td></tr><tr><td>Other</td><td></td><td></td><td></td><td></td></tr><tr><td>Treasury (c)</td><td>748,854</td><td>512,352</td><td>—</td><td>—</td></tr><tr><td></td><td>$ 8,408,977</td><td>$ 3,810,449</td><td>$ 2,132,643</td><td>$ 950,743</td></tr></table>

(a) For some of the general partner commitments shown in the table above we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. The amounts of the aggregate applicable general partner original and remaining commitment are shown in the table above. In addition, certain senior managing directors and other professionals may be required to fund a de minimis amount of the commitment in certain carry funds. We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described above will be more than sufficient to fund our working capital requirements.

(b) Represents capital commitments to a number of other funds in each respective segment.

(c) Represents loan origination commitments, which are typically funded within 60-90 days of making a commitment, and capital market commitments.



## Table of Contents

As of December 31, 2019, Blackstone Holdings Finance Co. L.L.C. (the "Issuer"), an indirect subsidiary of Blackstone, had issued and outstanding the following senior notes (collectively the "Notes"):

<table><tr><td>Senior Notes (a)</td><td>Aggregate Principal Amount (Dollars/Euros in Thousands)</td></tr><tr><td>4.750%, Due 2/15/2023</td><td>$ 400,000</td></tr><tr><td>2.000%, Due 5/19/2025</td><td>€ 300,000</td></tr><tr><td>1.000%, Due 10/5/2026</td><td>€ 600,000</td></tr><tr><td>3.150%, Due 10/2/2027</td><td>$ 300,000</td></tr><tr><td>1.500%, Due 4/10/2029</td><td>€ 600,000</td></tr><tr><td>2.500%, Due 1/10/2030</td><td>$ 500,000</td></tr><tr><td>6.250%, Due 8/15/2042</td><td>$ 250,000</td></tr><tr><td>5.000%, Due 6/15/2044</td><td>$ 500,000</td></tr><tr><td>4.450%, Due 7/15/2045</td><td>$ 350,000</td></tr><tr><td>4.000%, Due 10/2/2047</td><td>$ 300,000</td></tr><tr><td>3.500%, Due 9/10/2049</td><td>$ 400,000</td></tr></table>

(a) The Notes are unsecured and unsubordinated obligations of the Issuer and are fully and unconditionally guaranteed, jointly and severally, by The Blackstone Group Inc. and each of the Blackstone Holdings Partnership. The Notes contain customary covenants and financial restrictions that, among other things, limit the Issuer and the guarantors' ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Notes also contain customary events of default. All or a portion of the Notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the Notes are subject to repurchase at the repurchase price as set forth in the Notes.

Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C., has a $1.6 billion unsecured revolving credit facility (the "Credit Facility") with Citibank, N.A., as administrative agent with a maturity date of September 21, 2023. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.

On July 16, 2019, our board of directors authorized the repurchase of up to $1.0 billion of Class A common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

During the year ended December 31, 2019, we repurchased 12.8 million shares of Class A common stock as part of the repurchase program at a total cost of $561.9 million. As of December 31, 2019, the amount remaining available for repurchases under the program was $781.2 million.

## Dividends

Our intention is to pay to holders of Class A common stock a quarterly dividend representing approximately 85% of The Blackstone Group Inc.'s share of Distributable Earnings, subject to adjustment by amounts determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make



## Table of Contents

appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter.

For Blackstone’s definition of Distributable Earnings, see “— Key Financial Measures and Indicators”.

All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors, and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such quarterly dividends or even to eliminate such dividends entirely.

Because the publicly traded entity and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements, the amounts ultimately paid as dividends by The Blackstone Group Inc. to common shareholders in respect of each fiscal year are generally expected to be less, on a per share or per unit basis, than the amounts distributed by the Blackstone Holdings Partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships in respect of their Blackstone Holdings Partnership Units. Following the Conversion, we expect to pay more corporate income taxes than we would have as a limited partnership, which will increase this difference in the dividend and/or distribution amounts on a per share or per unit basis.

Dividends are treated as qualified dividends to the extent of Blackstone’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of the shareholder’s basis.

The following graph shows fiscal quarterly and annual per common shareholder dividends for 2017, 2018 and 2019. Dividends are declared and paid in the quarter subsequent to the quarter in which they are earned.

Common Shareholder
Dividends by Fiscal Year



With respect to fiscal year 2019, we paid to shareholders of our Class A common stock a dividend of $0.37, $0.48, $0.49 and $0.61 per share in respect of the first, second, third and fourth quarters, respectively, aggregating $1.95 per share. With respect to fiscal years 2018 and 2017, we paid to shareholders of our Class A common stock an aggregate dividend of $2.15 per share and $2.70 per share, respectively. The dividend for each of the second, third and fourth quarter of 2018 was $0.58, $0.64 and $0.58, respectively, and in each case included a $0.10 per share dividend from a portion of the after-tax proceeds received in connection with the conclusion of Blackstone's sub-advisory relationship with FS Investments.



## Table of Contents

## Leverage

We may under certain circumstances use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our shareholders. In addition to the borrowings from our notes issuances and our revolving credit facility, we may use reverse repurchase agreements, repurchase agreements and securities sold, not yet purchased. All of these positions are held in a separately managed portfolio. Reverse repurchase agreements are entered into primarily to take advantage of opportunistic yields otherwise absent in the overnight markets and also to use the collateral received to cover securities sold, not yet purchased. Repurchase agreements are entered into primarily to opportunistically yield higher spreads on purchased securities. The balances held in these financial instruments fluctuate based on Blackstone's liquidity needs, market conditions and investment risk profiles.

Generally the funds in our Private Equity segment, our opportunistic real estate funds, funds of hedge funds and certain credit-focused funds have not utilized substantial leverage at the fund level other than for (a) short-term borrowings between the date of an investment and the receipt of capital from the investing fund's investors, and (b) long-term borrowings for certain investments in aggregate amounts which are generally 1% to 25% of the capital commitments of the respective fund. Our carry funds make direct or indirect investments in companies that utilize leverage in their capital structure. The degree of leverage employed varies among portfolio companies.

Certain of our Real Estate debt hedge funds, Hedge Fund Solutions funds and credit-focused funds use leverage in order to obtain additional market exposure, enhance returns on invested capital and/or to bridge short-term cash needs. The forms of leverage primarily employed by these funds include purchasing securities on margin, utilizing collateralized financing and using derivative instruments.

The following table presents information regarding these financial instruments in our Consolidated Statements of Financial Condition:

<table><tr><td></td><td>Repurchase Agreements (Dollars in Millions)</td><td>Securities Sold, Not Yet Purchased</td></tr><tr><td>Balance, December 31, 2019</td><td>$ 154.1</td><td>$ 75.5</td></tr><tr><td>Balance, December 31, 2018</td><td>$ 222.2</td><td>$ 142.6</td></tr><tr><td>Year Ended December 31, 2019</td><td></td><td></td></tr><tr><td>Average Daily Balance</td><td>$ 191.4</td><td>$ 112.8</td></tr><tr><td>Maximum Daily Balance</td><td>$ 224.6</td><td>$ 142.9</td></tr></table>

## Critical Accounting Policies

We prepare our Consolidated Financial Statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. For a description of our accounting policies, see Note 2. "Summary of Significant Accounting Policies" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing.



## Table of Contents

## Principles of Consolidation

For a description of our accounting policy on consolidation, see Note 2. "Summary of Significant Accounting Policies — Consolidation" and Note 9. "Variable Interest Entities" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" for detailed information on Blackstone's involvement with VIEs. The following discussion is intended to provide supplemental information about how the application of consolidation principles impact our financial results, and management's process for implementing those principles including areas of significant judgment.

The determination that Blackstone holds a controlling financial interest in a Blackstone Fund or investment vehicle significantly changes the presentation of our consolidated financial statements. In our Consolidated Statements of Financial Position included in this filing, we present 100% of the assets and liabilities of consolidated VIEs along with a non-controlling interest which represents the portion of the consolidated vehicle's interests held by third parties. However, assets of our consolidated VIEs can only be used to settle obligations of the consolidated VIE and are not available for general use by Blackstone. Further, the liabilities of our consolidated VIEs do not have recourse to the general credit of Blackstone. In the Consolidated Statements of Operations, we eliminate any management fees, Incentive Fees, or Performance Allocations received or accrued from consolidated VIEs as they are considered intercompany transactions. We recognize 100% of the consolidated VIE's investment income (loss) and allocate the portion of that income (loss) attributable to third party ownership to non-controlling interests in arriving at Net Income Attributable to The Blackstone Group Inc.

The assessment of whether we consolidate a Blackstone Fund or investment vehicle we manage requires the application of significant judgment. These judgments are applied both at the time we become involved with the VIE and on an ongoing basis and include, but are not limited to:

- Determining whether our management fees, Incentive Fees or Performance Allocations represent variable interests — We make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third party investment in the entity and the terms of any other interests we hold in the VIE.

- Determining whether kick-out rights are substantive — We make judgments as to whether the third party investors in a partnership entity have the ability to remove the general partner, the investment manager or its equivalent, or to dissolve (liquidate) the partnership entity, through a simple majority vote. This includes an evaluation of whether barriers to exercise these rights exist.

- Concluding whether Blackstone has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE — As there is no explicit threshold in GAAP to define “potentially significant,” management must apply judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met.

## Revenue Recognition

For a description of our accounting policy on revenue recognition, see Note 2. "Summary of Significant Accounting Policies — Revenue Recognition" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data." For additional description of the nature of our revenue arrangements, including how management fees, Incentive Fees, and Performance Allocations are generated, please refer to "Part I. Item 1. Business — Fee Structure/Incentive Arrangements." The following discussion is intended to provide supplemental information about how the application of revenue recognition principles impact our financial results, and management's process for implementing those principles including areas of significant judgment.

Management and Advisory Fees, Net — Blackstone earns base management fees from the investors in each of its managed funds and investment vehicles, at a fixed percentage of a calculation base which is typically assets under management, net asset value, total assets, committed capital or invested capital. The range of management fee rates and the calculation base from which they are earned, generally, are as follows:



## Table of Contents

On private equity, real estate, and certain of our hedge fund solutions and credit-focused funds:

• 0.25% to 1.75% of committed capital or invested capital during the investment period,

- 0.25% to 1.50% of invested capital, committed capital and investment fair value subsequent to the investment period for private equity and real estate funds, and

- 0.75% to 1.50% of invested capital or net asset value subsequent to the investment period for certain of our hedge fund solutions and credit-focused funds.

On real estate, credit and MLP-focused funds structured like hedge funds:

• 0.30% to 1.50% of net asset value.

On credit and MLP-focused separately managed accounts:

• 0.25% to 1.50% of net asset value or total assets.

On real estate separately managed accounts:

• 0.50% to 2.00% of invested capital, net operating income or net asset value.

On funds of hedge funds, certain hedge funds and separately managed accounts invested in hedge funds:

• 0.25% to 1.50% of net asset value.

On CLO vehicles:

• 0.40% to 0.65% of the aggregate par amount of collateral assets, including principal cash.

On credit-focused registered and non-registered investment companies:

• 0.35% to 1.50% of total assets or net asset value.

The investment adviser of BXMT receives annual management fees based on 1.50% of BXMT's net proceeds received from equity offerings and accumulated "core earnings" (which is generally equal to its GAAP net income excluding certain non-cash and other items), subject to certain adjustments. The investment adviser of BREIT receives a management fee of 1.25% per annum of net asset value, payable monthly.

Management fee calculations based on committed capital or invested capital are mechanical in nature and therefore do not require the use of significant estimates or judgments. Management fee calculations based on net asset value, total assets, or investment fair value depend on the fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used as well as economic conditions. See “— Fair Value” below for further discussion of the judgment required for determining the fair value of the underlying investments.

Investment Income (Loss) — Performance Allocations are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. Blackstone has concluded that investments made alongside its limited partners in a partnership which entitle Blackstone to a Performance Allocation represent equity method investments that are not in the scope of the GAAP guidance on accounting for revenues from contracts with customers. Blackstone accounts for these arrangements under the equity method of accounting. Under the equity method Blackstone's share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value ("HLBV") method. Under the HLBV method, at the end of each reporting period Blackstone calculates the accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. Performance Allocations are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results.



## Table of Contents

The change in the fair value of the investments held by certain Blackstone Funds is a significant input into the accrued Performance Allocation calculation and accrual for potential repayment of previously received Performance Allocations. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds. See “— Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments.

## Fair Value

Blackstone uses fair value throughout the reporting process. For a description of our accounting policies related to valuation, see Note 2. "Summary of Significant Accounting Policies — Fair Value of Financial Instruments" and "Summary of Significant Accounting Policies — Investments at Fair Value" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing. The following discussion is intended to provide supplemental information about how the application of fair value principles impact our financial results, and management's process for implementing those principles including areas of significant judgment.

The fair value of the investments held by Blackstone Funds is the primary input to the calculation of certain of our management fees, Incentive Fees, Performance Allocations and the related Compensation we recognize. The Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Accounting and Auditing Guide, Investment Companies, and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority-owned and controlled investments (the "Portfolio Companies"), at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists management's determination of fair value is based on the best information available in the circumstances, which may incorporate management's own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.

Blackstone has also elected the fair value option for certain instruments it owns directly, including loans and receivables and investments in private debt securities, the assets of consolidated CLO vehicles and other proprietary investments. Blackstone is required to measure certain financial instruments at fair value, including debt instruments, equity securities and freestanding derivatives.

## Fair Value of Investments or Instruments that are Publicly Traded

Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144 or by underwriters in certain transactions. A discount to publicly traded price may be appropriate in those cases; the amount of the discount shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.

## Fair Value of Investments or Instruments that are not Publicly Traded

Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is the income approach which provides an indication of fair value based on the present value of cash flows that a business, security, or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method which includes significant



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assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. Our secondary methodology, generally used to corroborate the results of the income approach, is the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions, or assets, and includes making judgments about which companies, transactions, or assets are comparable.

In certain cases debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.

## Management Process on Fair Value

Due to the importance of fair value throughout the consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Blackstone Fund investments are valued on a quarterly basis by our internal valuation teams, which are independent from our investment teams.

For investments valued utilizing the income method and where Blackstone has information rights, we generally have a direct line of communication with each of the Portfolio Company finance teams and collect financial data used to support projections used in a discounted cash flow analysis. The respective businesses' valuation team then analyzes the data received and updates the valuation models reflecting any changes in the underlying cash flow projections, weighted-average cost of capital, exit multiple, and any other valuation input relevant economic conditions.

The results of all valuations of investments held by Blackstone Fund and investment vehicles are reviewed and approved by the relevant business unit's valuation sub-committee, which is comprised of key personnel from the business unit, typically the chief investment officer, chief operating officer, chief financial officer, chief compliance officer (or their respective equivalents where applicable) and other senior managing directors in the business. To further corroborate our results, we also generally obtain either a positive assurance opinion or a range of value by an independent valuation party, at least annually for all investments and quarterly for certain investments. Our firmwide valuation committee, chaired by our Chief Financial Officer and comprised of senior heads of our businesses and representatives from legal and finance, reviews the valuation process for investments held by us and our investment vehicles, including the application of appropriate valuation standards on a consistent basis. Each quarter, the valuations of the investment portfolios of Blackstone Funds are presented to the audit committee of our board of directors, which is comprised of our non-employee directors.

## Income Tax

For a description of our accounting policy on taxes and additional information on taxes see Note 2. "Summary of Significant Accounting Policies" and Note 15. "Income Taxes", respectively, in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing.

Our provision for income taxes is composed of current and deferred taxes. Current income taxes approximate taxes to be paid or refunded for the current period. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the applicable enacted tax rates and laws that will be in effect when such differences are expected to reverse. During the current year, the Conversion resulted in a step-up in the tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized. The final amount of the step-up in tax basis may differ as the basis information becomes available and is finalized.



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Additionally, significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax balances (including valuation allowance), accrued interest or penalties and uncertain tax positions. In evaluating these judgments, we consider, among other items, projections of taxable income (including the character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that Blackstone uses to manage its business. A portion of the deferred tax assets are not considered to be more likely than not to be realized due to the character of income necessary for recovery. For that portion of the deferred tax assets, a valuation allowance has been recorded.

Revisions in estimates and/or actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any.

## Off-Balance Sheet Arrangements

In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. We do not have any off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in our funds.

Further disclosure on our off-balance sheet arrangements is presented in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this filing as follows:

• Note 9. “Variable Interest Entities”, and

• Note 19. “Commitments and Contingencies — Commitments — Investment Commitments” and “— Contingencies — Guarantees”.

## Recent Accounting Developments

Information regarding recent accounting developments and their impact on Blackstone can be found in Note 2. "Summary of Significant Accounting Policies" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing.

## Interbank Offered Rates Transition

Certain jurisdictions are currently reforming or phasing out their Interbank Offered Rates ("IBORs"), including, without limitation, the London Interbank Offered Rates, Euro Interbank Offered Rate, Tokyo Interbank Offered Rate, Hong Kong Interbank Offered Rate and Singapore Interbank Offered Rate. The timing of the anticipated reforms or phase-outs vary by jurisdiction, with most of the reforms or phase-outs currently scheduled to take effect at the end of calendar year 2021. We are actively evaluating operational and other impacts of such changes and managing transition efforts accordingly. See "Part I. Item 1A. Risk Factors — Risks Related to Our Business — Interest rates on our and our portfolio companies' outstanding financial instruments might be subject to change based on regulatory developments, which could adversely affect our revenue, expenses and the value of those financial instruments."



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## Contractual Obligations, Commitments and Contingencies

The following table sets forth information relating to our contractual obligations as of December 31, 2019 on a consolidated basis and on a basis deconsolidating the Blackstone Funds:

<table><tr><td>Contractual Obligations</td><td>2020</td><td>2021-2022</td><td>2023-2024</td><td>Thereafter</td><td>Total</td></tr><tr><td></td><td colspan="5">(Dollars in Thousands)</td></tr><tr><td>Operating Lease Obligations (a)</td><td>$ 90,569</td><td>$ 208,113</td><td>$ 182,780</td><td>$ 259,311</td><td>$ 740,773</td></tr><tr><td>Purchase Obligations</td><td>39,958</td><td>24,388</td><td>24</td><td>—</td><td>64,370</td></tr><tr><td>Blackstone Issued Notes and Revolving Credit Facility (b)</td><td>—</td><td>—</td><td>400,000</td><td>4,281,950</td><td>4,681,950</td></tr><tr><td>Interest on Blackstone Issued Notes and Revolving Credit Facility (c)</td><td>146,697</td><td>293,395</td><td>264,895</td><td>1,889,567</td><td>2,594,554</td></tr><tr><td>Blackstone Funds and CLO Vehicles Debt Obligations Payable (d)</td><td>113</td><td>—</td><td>—</td><td>6,859,535</td><td>6,859,648</td></tr><tr><td>Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (e)</td><td>231,786</td><td>463,571</td><td>463,571</td><td>1,237,518</td><td>2,396,446</td></tr><tr><td>Blackstone Funds Capital Commitments to Investee Funds (f)</td><td>79,950</td><td>—</td><td>—</td><td>—</td><td>79,950</td></tr><tr><td>Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (g)</td><td>70,987</td><td>78,323</td><td>64,233</td><td>467,967</td><td>681,510</td></tr><tr><td>Unrecognized Tax Benefits, Including Interest and Penalties (h)</td><td>912</td><td>—</td><td>—</td><td>—</td><td>912</td></tr><tr><td>Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (i)</td><td>3,810,449</td><td>—</td><td>—</td><td>—</td><td>3,810,449</td></tr><tr><td>Consolidated Contractual Obligations</td><td>4,471,421</td><td>1,067,790</td><td>1,375,503</td><td>14,995,848</td><td>21,910,562</td></tr><tr><td>Blackstone Funds and CLO Vehicles Debt Obligations Payable (d)</td><td>(113)</td><td>—</td><td>—</td><td>(6,859,535)</td><td>(6,859,648)</td></tr><tr><td>Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (e)</td><td>(231,786)</td><td>(463,571)</td><td>(463,571)</td><td>(1,237,518)</td><td>(2,396,446)</td></tr><tr><td>Blackstone Funds Capital Commitments to Investee Funds (f)</td><td>(79,950)</td><td>—</td><td>—</td><td>—</td><td>(79,950)</td></tr><tr><td>Blackstone Operating Entities Contractual Obligations</td><td>$ 4,159,572</td><td>$ 604,219</td><td>$ 911,932</td><td>$ 6,898,795</td><td>$ 12,574,518</td></tr></table>

(a) We lease our primary office space and certain office equipment under agreements that expire through 2030. Occupancy lease agreements, in addition to contractual rent payments, generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable they are included in the table above. The table above includes operating leases that are recognized as Operating Lease Liabilities, short-term leases that are not recorded as Operating Lease Liabilities and leases that have been signed but not yet commenced which are not recorded as Operating Lease Liabilities. The amounts in this table are presented net of contractual sublease commitments.

(b) Represents the principal amount due on the senior notes we issued. As of December 31, 2019, we had no outstanding borrowings under our revolver.

(c) Represents interest to be paid over the maturity of our senior notes and borrowings under our revolving credit facility which has been calculated assuming no pre-payments are made and debt is held until its final maturity date. These amounts exclude commitment fees for unutilized borrowings under our revolver.

(d) These obligations are those of the Blackstone Funds including the consolidated CLO vehicles.



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(e) Represents interest to be paid over the maturity of the related consolidated Blackstone Funds' and CLO vehicles' debt obligations which has been calculated assuming no pre-payments will be made and debt will be held until its final maturity date. The future interest payments are calculated using variable rates in effect as of December 31, 2019, at spreads to market rates pursuant to the financing agreements, and range from 2.6% to 8.4%. The majority of the borrowings are due on demand and for purposes of this schedule are assumed to mature within one year. Interest on the majority of these borrowings rolls over into the principal balance at each reset date.

(f) These obligations represent commitments of the consolidated Blackstone Funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.

(g) Represents obligations by Blackstone’s corporate subsidiary to make payments under the Tax Receivable Agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s IPO in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the Consolidated Financial Statements and shown in Note 18. “Related Party Transactions” (see “— Item 8. Financial Statements and Supplementary Data”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.

(h) The total represents gross unrecognized tax benefits of $0.5 million and interest and penalties of $0.5 million. In addition, Blackstone is not able to make a reasonably reliable estimate of the timing of payments in individual years in connection with gross unrecognized benefits of $24.5 million and interest of $2.2 million; therefore, such amounts are not included in the above contractual obligations table.

(i) These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.

## Guarantees

Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 19. "Commitments and Contingencies — Contingencies — Guarantees" in the "Notes to Consolidated Financial Statements" in "— Item 8. Financial Statements and Supplementary Data" of this filing.

## Indemnifications

In many of its service contracts, Blackstone agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our Consolidated Financial Statements as of December 31, 2019.

## Clawback Obligations

Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund's life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.



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For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Performance Allocation distributions with respect to such fund’s realized investments.

As of December 31, 2019, the total clawback obligations were $126.9 million, of which $105.3 million was related to Blackstone Holdings and $21.6 million was related to current and former Blackstone personnel. The split of clawback between Blackstone Holdings and current and former personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis. If, at December 31, 2019, all of the investments held by our carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $7.2 billion, on an after-tax basis where applicable, of which Blackstone Holdings is potentially liable for $6.6 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote. See Note 18. “Related Party Transactions” and Note 19. “Commitments and Contingencies” in the “Notes to Consolidated Financial Statements” in “— Item 8. Financial Statements and Supplementary Data” of this filing.

## Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance revenues and investment income. See “Part I. — Item 1. Business — Investment Process and Risk Management.”

## Effect on Fund Management Fees

Our management fees are based on (a) third parties' capital commitments to a Blackstone Fund, (b) third parties' capital invested in a Blackstone Fund or (c) the net asset value, or NAV, of a Blackstone Fund, as described in our Consolidated Financial Statements. Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the fair value of our investments in the related funds. The proportion of our management fees that are based on NAV is dependent on the number and types of Blackstone Funds in existence and the current stage of each fund's life cycle. For the years ended December 31, 2019 and December 31, 2018, the percentages of our fund management fees based on the NAV of the applicable funds or separately managed accounts, were as follows:

<table><tr><td rowspan="2"></td><td colspan="2">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Fund Management Fees Based on the NAV of the Applicable Funds or Separately Managed Accounts</td><td>35%</td><td>38%</td></tr></table>

## Market Risk

The Blackstone Funds hold investments which are reported at fair value. Based on the fair value as of December 31, 2019 and December 31, 2018, we estimate that a 10% decline in fair value of the investments would result in the following declines in Management Fees, Performance Revenues, Net of Related Compensation Expense and Investment Income:



<table><tr><td rowspan="3"></td><td colspan="6">December 31,</td></tr><tr><td colspan="3">2019</td><td colspan="3">2018</td></tr><tr><td>Management Fees (a)</td><td>Performance Revenues, Net of Related Compensation Expense (b)</td><td>Investment Income (b)</td><td>Management Fees (a)</td><td>Performance Revenues, Net of Related Compensation Expense (b)
(Dollars in Thousands)</td><td>Investment Income (b)</td></tr><tr><td>10% Decline in Fair Value of the Investments</td><td>$ 129,020</td><td>$ 1,659,753</td><td>$ 177,934</td><td>$ 104,582</td><td>$ 1,475,206</td><td>$ 199,072</td></tr></table>

(a) Represents the annualized effect of the 10% decline.

(b) Represents the reporting date effect of the 10% decline.

Total Assets Under Management, excluding undrawn capital commitments and the amount of capital raised for our CLOs, by segment, and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP, are as follows:

<table><tr><td rowspan="2"></td><td colspan="2">December 31, 2019</td></tr><tr><td>Total Assets Under Management, Excluding Undrawn Capital Commitments and the Amount of Capital Raised for CLOs</td><td>Percentage Amount Classified as Level III Investments</td></tr><tr><td>Real Estate</td><td>$ 115,766,929</td><td>87%</td></tr><tr><td>Private Equity</td><td>$ 87,325,460</td><td>67%</td></tr><tr><td>Hedge Fund Solutions</td><td>$ 78,205,986</td><td>10%</td></tr><tr><td>Credit</td><td>$ 79,522,359</td><td>28%</td></tr></table>

The fair value of our investments and securities can vary significantly based on a number of factors that take into consideration the diversity of the Blackstone Funds' investment portfolio and on a number of factors and inputs such as similar transactions, financial metrics, and industry comparatives, among others. See "Part I. Item 1A. Risk Factors" above. Also see "— Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Fair Value." We believe these fair value amounts should be utilized with caution as our intent and strategy is to hold investments and securities until prevailing market conditions are beneficial for investment sales.

Investors in our carry funds (and certain other of our funds) make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their related obligations when due, including management fees. We have not had investors fail to honor capital calls to any meaningful extent and any investor that did not fund a capital call would be subject to having a significant amount of its existing investment forfeited in that fund; however, if investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, those funds could be materially and adversely affected.

## Exchange Rate Risk

The Blackstone Funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of December 31, 2019 and December 31, 2018, a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in Management Fees, Performance Revenues, Net of Related Compensation Expense and Investment Income:



<table><tr><td rowspan="3"></td><td colspan="8">December 31,</td></tr><tr><td colspan="4">2019</td><td colspan="4">2018</td></tr><tr><td>Management Fees (a)</td><td>Performance Revenues, Net of Related Compensation Expense (b)</td><td>Investment Income (b)</td><td>Management Fees (a)</td><td>Performance Revenues, Net of Related Compensation Expense (b)
(Dollars in Thousands)</td><td>Investment Income (b)</td><td>Management Fees (a)</td><td>Investment Income (b)</td></tr><tr><td>10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar</td><td>$ 22,883</td><td>$ 555,767</td><td>$ 43,802</td><td>$ 18,289</td><td>$ 339,152</td><td>$ 32,810</td><td></td><td></td></tr></table>

(a) Represents the annualized effect of the 10% decline.

(b) Represents the reporting date effect of the 10% decline.

## Interest Rate Risk

Blackstone has debt obligations payable that accrue interest at variable rates. Interest rate changes may therefore affect the amount of our interest payments, future earnings and cash flows. Based on our debt obligations payable as of December 31, 2019 and December 31, 2018, we estimate that interest expense relating to variable rates would increase on an annual basis, in the event interest rates were to increase by one percentage point, as follows:

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td colspan="2">(Dollars in Thousands)</td></tr><tr><td>Annualized Increase in Interest Expense Due to a One Percentage Point Increase in Interest Rates (a)</td><td>$ —</td><td>$ —</td></tr></table>

(a) As of December 31, 2019 and 2018 Blackstone had no such debt obligations payable outstanding.

Blackstone has a diversified portfolio of liquid assets to meet the liquidity needs of various businesses. This portfolio includes cash, open-ended money market mutual funds, open-ended bond mutual funds, marketable investment securities, freestanding derivative contracts, repurchase and reverse repurchase agreements and other investments. If interest rates were to increase by one percentage point, we estimate that our annualized investment income would decrease, offset by an estimated increase in interest income on an annual basis from interest on floating rate assets, as follows:

<table><tr><td rowspan="3"></td><td colspan="6">December 31,</td></tr><tr><td colspan="2">2019</td><td colspan="2">2018</td><td colspan="2">2018</td></tr><tr><td>Annualized Decrease in Investment Income</td><td>Annualized Increase in Interest Income from Floating Rate Assets</td><td>Annualized Decrease in Investment Income</td><td>Annualized Decrease in Investment Income</td><td>Annualized Increase in Interest Income from Floating RateAssets</td><td></td></tr><tr><td>One Percentage Point Increase in Interest Rates</td><td>$ 6,855 (a)</td><td>$ 28,404</td><td>$ 6,641 (a)</td><td>$ 24,602</td><td></td><td></td></tr></table>

(a) As of December 31, 2019 and 2018, this represents 0.2% and 0.1% of our portfolio of liquid assets, respectively.



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Blackstone has U.S. dollar and non-U.S. dollar based interest rate derivatives whose future cash flows and present value may be affected by movement in their respective underlying yield curves. We estimate that as of December 31, 2019 and December 31, 2018, a one percentage point increase parallel shift in global yield curves would result in the following impact on Other Revenue:

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td colspan="2">(Dollars in Thousands)</td></tr><tr><td>Annualized Increase in Other Revenue Due to a One Percentage Point Increase in Interest Rates</td><td>$ 13,957</td><td>$ 14,210</td></tr></table>

## Credit Risk

Certain Blackstone Funds and the Investee Funds are subject to certain inherent risks through their investments.

Our portfolio of liquid assets contains certain credit risks including, but not limited to, exposure to uninsured deposits with financial institutions, unsecured corporate bonds and mortgage-backed securities. These exposures are actively monitored on a continuous basis and positions are reallocated based on changes in risk profile, market or economic conditions.

We estimate that our annualized investment income would decrease, if credit spreads were to increase by one percentage point, as follows:

<table><tr><td rowspan="3"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td colspan="2">(Dollars in Thousands)</td></tr><tr><td>Decrease in Annualized Investment Income Due to a One Percentage Point Increase in Credit Spreads (a)</td><td>$ 42,135</td><td>$ 52,051</td></tr></table>

(a) As of December 31, 2019 and 2018, this represents 1.2% and 1.1% of our portfolio of liquid assets, respectively.

Certain of our entities hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks that meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.



## Table of Contents

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm 136
Consolidated Statements of Financial Condition as of December 31, 2019 and 2018 140
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 142
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2018 and 2017 144
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements 149



# Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of The Blackstone Group Inc.:

## Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial condition of The Blackstone Group Inc. and subsidiaries ("Blackstone") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). We also have audited Blackstone's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blackstone as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Blackstone maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

## Basis for Opinions

Blackstone’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management report on internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on Blackstone’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Blackstone in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

## Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable



## Table of Contents

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

## Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (a) relate to accounts or disclosures that are material to the financial statements and (b) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of Underlying Investments to determine Performance Allocations and Accrued Performance Allocations — Refer to Notes 2 and 4 to the financial statements

## Critical Audit Matter Description

Blackstone, as a general partner, is entitled to an allocation of income from certain Blackstone Funds (“Blackstone Funds”), assuming certain investment returns are achieved, referred to as “Performance Allocations.” Performance Allocations are made based on cumulative fund performance to date, subject to a preferred return to limited partners. The change in the fair value of the underlying investments held by the Blackstone Funds is the significant input into this calculation.

As the fair value of underlying investments varies between reporting periods, adjustments are made to amounts recorded as “Accrued Performance Allocations” to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation or (b) negative performance that would cause the amount due to the general partner to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner.

We considered the valuation of certain investments without readily determinable fair values used in the calculation of Performance Allocations and Accrued Performance Allocations as a critical audit matter because of the valuation techniques, assumptions, and subjectivity of the unobservable inputs used in the valuation. Auditing the fair value of these investments required a high degree of auditor judgment and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise.

## How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to testing the fair values of certain investments without readily determinable fair values included the following, among others:

- We tested the design, implementation, and operating effectiveness of controls, including those related to management’s review of the techniques and assumptions used in the determination of fair value.

• We tested management’s assumptions through independent analysis and comparison to external sources.

- We evaluated management’s ability to accurately estimate fair value by comparing management’s historical fair value estimates to observable market transactions.



## Table of Contents

- We evaluated the impact of current market events and conditions, including relevant comparable transactions, on the valuation techniques and assumptions used by management (i.e., commodity prices, interest rate environment, and overall sector performance).

- We inspected industry reports for each industry in the portfolio for negative evidence of performance or expected performance changes (i.e., changing product demand/obsolescence or commodity prices declines) in determining if the current valuations captured significant economic or industry events.

- We utilized our internal fair value specialists to assist in the evaluation of management’s valuation methodologies and assumptions (or “inputs”). With the assistance of our internal fair value specialists, we evaluated certain of these inputs (e.g., guideline public companies, guideline transactions, valuation multiples, discount rates, yields, cap rates, exit multiples, and long-term growth rates). Our fair value specialist procedures included testing the underlying source information of the assumptions, as well as developing a range of independent estimates and comparing those to the inputs used by management.

Income Taxes — Impact of Conversion — Refer to Notes 2 and 15 to the financial statements

## Critical Audit Matter Description

Effective July 1, 2019, The Blackstone Group L.P. converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. (the "Conversion").

As a result of the Conversion, Blackstone recognized a step-up in the tax basis of certain assets that will be recovered as the assets are sold or the basis is amortized. The calculation and allocation of the step-up in tax basis to the various assets of the company was determined by management with the assistance of a third-party specialist. The basis information used was based on an estimate of the basis in Blackstone's subsidiaries as of July 1, 2019. The final amount of the step-up in tax basis may differ as basis information, including the partnerships' tax basis in underlying assets and liabilities based on 2019 tax return information, becomes available and is finalized. The calculated amount of the tax basis step-up impacted the magnitude of the deferred tax assets ("DTAs") that were recorded pursuant to Accounting Standards Codification Topic 740, Income Taxes. Also, the allocation of the step-up determined the character of the underlying basis differences supporting the recorded DTAs as well as the related realizability assessments which considered the sufficiency and nature of future taxable income as either ordinary or capital gain. Blackstone recorded valuation allowances when DTAs were not more likely than not to be realized under relevant accounting standards.

The calculation and allocation of the tax basis step-up was complex due to the volume of information that needed to be analyzed and the assumptions and judgments used in the step-up methodology underpinning the allocation. Auditing management’s calculation and allocation of the tax basis step-up required a high degree of auditor judgment and increased effort, including the integral subject matter expertise of our tax specialists.

## How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the calculation and allocation of the step-up in tax basis and its impact to the company’s income tax accounting included the following, among others:

• We tested the design, implementation, and operating effectiveness of management’s review of the accounting impacts of the Conversion.

- We assessed the appropriateness of the methodology employed by management in calculating and allocating the step-up, based upon the relevant tax rules and regulations.

- We tested the formulaic accuracy of the mathematical model used by management and its third-party specialist to compute the step-up, in order to evaluate whether the calculation and allocation was made in accordance with management’s chosen methodology.



## Table of Contents

- We tested key inputs to the mathematical model used by management, which included, among others, the fair values and tax bases of certain assets of the company.

- We tested the transactional steps undertaken by the company to legally effectuate the Conversion, in order to evaluate that the recorded income tax accounting consequences were supported by appropriately implemented legal transactions.

• We evaluated the financial statement disclosures related to the Conversion for completeness and accuracy.

## /s/ DELOITTE & TOUCHE LLP

New York, New York

February 28, 2020

We have served as Blackstone’s auditor since 2006.



The Blackstone Group Inc.
Consolidated Statements of Financial Condition
(Dollars in Thousands, Except Share Data)

<table><tr><td></td><td>December 31, 2019</td><td>December 31, 2018</td></tr><tr><td>Assets</td><td></td><td></td></tr><tr><td>Cash and Cash Equivalents</td><td>$ 2,172,441</td><td>$ 2,207,841</td></tr><tr><td>Cash Held by Blackstone Funds and Other</td><td>351,210</td><td>337,320</td></tr><tr><td>Investments (including assets pledged of $196,094 and $279,502 at December 31, 2019 and December 31, 2018, respectively)</td><td>22,281,682</td><td>20,377,031</td></tr><tr><td>Accounts Receivable</td><td>975,075</td><td>636,238</td></tr><tr><td>Due from Affiliates</td><td>2,594,873</td><td>1,994,123</td></tr><tr><td>Intangible Assets, Net</td><td>397,508</td><td>468,507</td></tr><tr><td>Goodwill</td><td>1,869,860</td><td>1,869,860</td></tr><tr><td>Other Assets</td><td>382,493</td><td>294,248</td></tr><tr><td>Right-of-Use Assets</td><td>471,059</td><td>—</td></tr><tr><td>Deferred Tax Assets</td><td>1,089,305</td><td>739,482</td></tr><tr><td>Total Assets</td><td>$32,585,506</td><td>$28,924,650</td></tr><tr><td>Liabilities and Equity</td><td></td><td></td></tr><tr><td>Loans Payable</td><td>$11,080,723</td><td>$ 9,951,862</td></tr><tr><td>Due to Affiliates</td><td>1,026,871</td><td>1,035,776</td></tr><tr><td>Accrued Compensation and Benefits</td><td>3,796,044</td><td>2,942,128</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>75,545</td><td>142,617</td></tr><tr><td>Repurchase Agreements</td><td>154,118</td><td>222,202</td></tr><tr><td>Operating Lease Liabilities</td><td>542,994</td><td>—</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td>806,159</td><td>875,979</td></tr><tr><td>Total Liabilities</td><td>17,482,454</td><td>15,170,564</td></tr><tr><td>Commitments and Contingencies</td><td></td><td></td></tr><tr><td>Redeemable Non-Controlling Interests in Consolidated Entities</td><td>87,651</td><td>141,779</td></tr><tr><td>Equity</td><td></td><td></td></tr><tr><td>Stockholders&#x27; Equity of The Blackstone Group Inc.</td><td></td><td></td></tr><tr><td>The Blackstone Group L.P. Partners&#x27; Capital (663,212,830 common units issued and outstanding as of December 31, 2018)</td><td>—</td><td>6,415,700</td></tr><tr><td>Class A Common Stock, $0.00001 par value, 90 billion shares authorized, (671,157,692 shares issued and outstanding as of December 31, 2019)</td><td>7</td><td>—</td></tr><tr><td>Class B Common Stock, $0.00001 par value, 999,999,000 shares authorized, (1 share issued and outstanding as of December 31, 2019)</td><td>—</td><td>—</td></tr><tr><td>Class C Common Stock, $0.00001 par value, 1,000 shares authorized, (1 share issued and outstanding as of December 31, 2019)</td><td>—</td><td>—</td></tr><tr><td>Additional Paid-in-Capital</td><td>6,428,647</td><td>—</td></tr><tr><td>Retained Earnings</td><td>609,625</td><td>—</td></tr><tr><td>Accumulated Other Comprehensive Loss</td><td>(28,495)</td><td>(36,476)</td></tr><tr><td>Total Stockholders&#x27; Equity of The Blackstone Group Inc.</td><td>7,009,784</td><td>6,379,224</td></tr><tr><td>Non-Controlling Interests in Consolidated Entities</td><td>4,186,069</td><td>3,648,766</td></tr><tr><td>Non-Controlling Interests in Blackstone Holdings</td><td>3,819,548</td><td>3,584,317</td></tr><tr><td>Total Equity</td><td>15,015,401</td><td>13,612,307</td></tr><tr><td>Total Liabilities and Equity</td><td>$32,585,506</td><td>$28,924,650</td></tr></table>

continued...

See notes to consolidated financial statements.



## The Blackstone Group Inc.
Consolidated Statements of Financial Condition
(Dollars in Thousands)

The following presents the asset and liability portion of the consolidated balances presented in the Consolidated Statements of Financial Condition attributable to consolidated Blackstone Funds which are variable interest entities. The following assets may only be used to settle obligations of these consolidated Blackstone Funds and these liabilities are only the obligations of these consolidated Blackstone Funds and they do not have recourse to the general credit of Blackstone.

<table><tr><td></td><td>December 31, 2019</td><td>December 31, 2018</td></tr><tr><td>Assets</td><td></td><td></td></tr><tr><td>Cash Held by Blackstone Funds and Other</td><td>$ 351,210</td><td>$ 337,030</td></tr><tr><td>Investments</td><td>8,371,899</td><td>8,363,669</td></tr><tr><td>Accounts Receivable</td><td>220,372</td><td>179,863</td></tr><tr><td>Due from Affiliates</td><td>7,856</td><td>6,303</td></tr><tr><td>Other Assets</td><td>1,204</td><td>3,880</td></tr><tr><td>Total Assets</td><td>$ 8,952,541</td><td>$ 8,890,745</td></tr><tr><td>Liabilities</td><td></td><td></td></tr><tr><td>Loans Payable</td><td>$ 6,479,867</td><td>$ 6,480,711</td></tr><tr><td>Due to Affiliates</td><td>142,546</td><td>129,370</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>55,289</td><td>92,603</td></tr><tr><td>Repurchase Agreements</td><td>154,118</td><td>222,202</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td>301,355</td><td>252,176</td></tr><tr><td>Total Liabilities</td><td>$ 7,133,175</td><td>$ 7,177,062</td></tr></table>

See notes to consolidated financial statements.



## Table of Contents

## The Blackstone Group Inc.
Consolidated Statements of Operations
(Dollars in Thousands, Except Share and Per Share Data)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Revenues</td><td></td><td></td><td></td></tr><tr><td>Management and Advisory Fees, Net</td><td>$ 3,472,155</td><td>$ 3,027,796</td><td>$ 2,751,322</td></tr><tr><td>Incentive Fees</td><td>129,911</td><td>57,540</td><td>242,514</td></tr><tr><td>Investment Income (Loss)</td><td></td><td></td><td></td></tr><tr><td>Performance Allocations</td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>1,739,000</td><td>1,876,507</td><td>3,571,811</td></tr><tr><td>Unrealized</td><td>1,126,332</td><td>561,373</td><td>(105,473)</td></tr><tr><td>Principal Investments</td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>393,478</td><td>415,862</td><td>635,769</td></tr><tr><td>Unrealized</td><td>215,003</td><td>49,917</td><td>42,605</td></tr><tr><td>Total Investment Income</td><td>3,473,813</td><td>2,903,659</td><td>4,144,712</td></tr><tr><td>Interest and Dividend Revenue</td><td>182,398</td><td>171,947</td><td>139,696</td></tr><tr><td>Other</td><td>79,993</td><td>672,317</td><td>(133,229)</td></tr><tr><td>Total Revenues</td><td>7,338,270</td><td>6,833,259</td><td>7,145,015</td></tr><tr><td>Expenses</td><td></td><td></td><td></td></tr><tr><td>Compensation and Benefits</td><td></td><td></td><td></td></tr><tr><td>Compensation</td><td>1,820,330</td><td>1,609,957</td><td>1,442,485</td></tr><tr><td>Incentive Fee Compensation</td><td>44,300</td><td>33,916</td><td>105,279</td></tr><tr><td>Performance Allocations Compensation</td><td></td><td></td><td></td></tr><tr><td>Realized</td><td>662,942</td><td>711,076</td><td>1,281,965</td></tr><tr><td>Unrealized</td><td>540,285</td><td>319,742</td><td>103,794</td></tr><tr><td>Total Compensation and Benefits</td><td>3,067,857</td><td>2,674,691</td><td>2,933,523</td></tr><tr><td>General, Administrative and Other</td><td>679,408</td><td>594,873</td><td>488,582</td></tr><tr><td>Interest Expense</td><td>199,648</td><td>163,990</td><td>197,486</td></tr><tr><td>Fund Expenses</td><td>17,738</td><td>78,486</td><td>132,787</td></tr><tr><td>Total Expenses</td><td>3,964,651</td><td>3,512,040</td><td>3,752,378</td></tr><tr><td>Other Income</td><td></td><td></td><td></td></tr><tr><td>Change in Tax Receivable Agreement Liability</td><td>161,567</td><td>—</td><td>403,855</td></tr><tr><td>Net Gains from Fund Investment Activities</td><td>282,829</td><td>191,722</td><td>321,597</td></tr><tr><td>Total Other Income</td><td>444,396</td><td>191,722</td><td>725,452</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>3,818,015</td><td>3,512,941</td><td>4,118,089</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>(47,952)</td><td>249,390</td><td>743,147</td></tr><tr><td>Net Income</td><td>3,865,967</td><td>3,263,551</td><td>3,374,942</td></tr><tr><td>Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities</td><td>(121)</td><td>(2,104)</td><td>13,806</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Consolidated Entities</td><td>476,779</td><td>358,878</td><td>497,439</td></tr><tr><td>Net Income Attributable to Non-Controlling Interests in Blackstone Holdings</td><td>1,339,627</td><td>1,364,989</td><td>1,392,323</td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc.</td><td>$ 2,049,682</td><td>$ 1,541,788</td><td>$ 1,471,374</td></tr><tr><td>Net Income Per Share of Class A Common Stock</td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 3.03</td><td>$ 2.27</td><td>$ 2.21</td></tr><tr><td>Diluted</td><td>$ 3.03</td><td>$ 2.26</td><td>$ 2.21</td></tr><tr><td>Weighted-Average Shares of Class A Common Stock Outstanding</td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>675,900,466</td><td>678,850,245</td><td>665,453,198</td></tr><tr><td>Diluted</td><td>676,167,851</td><td>1,206,962,846</td><td>666,246,846</td></tr></table>

See notes to consolidated financial statements.



## The Blackstone Group Inc.
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Net Income</td><td>$3,865,967</td><td>$3,263,551</td><td>$3,374,942</td></tr><tr><td>Other Comprehensive Income (Loss) - Currency Translation Adjustment</td><td>14,332</td><td>(33,506)</td><td>80,366</td></tr><tr><td>Comprehensive Income</td><td>3,880,299</td><td>3,230,045</td><td>3,455,308</td></tr><tr><td>Less:</td><td></td><td></td><td></td></tr><tr><td>Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities</td><td>(121)</td><td>(2,104)</td><td>13,806</td></tr><tr><td>Comprehensive Income Attributable to Non-Controlling Interests in Consolidated Entities</td><td>476,779</td><td>356,488</td><td>548,936</td></tr><tr><td>Comprehensive Income Attributable to Non-Controlling Interests in Blackstone Holdings</td><td>1,345,980</td><td>1,336,331</td><td>1,392,323</td></tr><tr><td>Comprehensive Income Attributable to Non-Controlling Interests</td><td>1,822,638</td><td>1,690,715</td><td>1,955,065</td></tr><tr><td>Comprehensive Income Attributable to The Blackstone Group Inc.</td><td>$2,057,661</td><td>$1,539,330</td><td>$1,500,243</td></tr></table>

See notes to consolidated financial statements.



## The Blackstone Group Inc.
Consolidated Statement of Changes in Equity
(Dollars in Thousands, Except Share Data)

<table><tr><td rowspan="2"></td><td colspan="6">The Blackstone Group L.P.</td><td rowspan="2">Redeemable Non-Controlling Interests in Consolidated Entities</td><td rowspan="2">Total Partners&#x27; Capital</td><td rowspan="2">Redeemable Non-Controlling Interests in Consolidated Entities</td></tr><tr><td>Common Units</td><td>Partners&#x27; Capital</td><td>Accumulated Other Comprehensive (Loss)</td><td>Total</td><td>Non-Controlling Interests in Consolidated Entities</td><td>Non-Controlling Interests in Blackstone Holdings</td></tr><tr><td>Balance at December 31, 2016</td><td>643,459,542</td><td>$ 6,521,531</td><td>$ (62,887)</td><td>$ 6,458,644</td><td>$ 2,428,964</td><td>$ 3,434,483</td><td>$12,322,091</td><td>$ 185,390</td></tr><tr><td>Consolidation of Fund Entity</td><td>—</td><td>—</td><td>—</td><td>—</td><td>387,006</td><td>—</td><td>387,006</td><td>—</td></tr><tr><td>Net Income</td><td>—</td><td>1,471,374</td><td>—</td><td>1,471,374</td><td>497,439</td><td>1,392,323</td><td>3,361,136</td><td>13,806</td></tr><tr><td>Currency Translation Adjustment</td><td>—</td><td>—</td><td>28,869</td><td>28,869</td><td>51,497</td><td>—</td><td>80,366</td><td>—</td></tr><tr><td>Capital Contributions</td><td>—</td><td>—</td><td>—</td><td>—</td><td>730,793</td><td>—</td><td>730,793</td><td>58,920</td></tr><tr><td>Capital Distributions</td><td>—</td><td>(1,534,586)</td><td>—</td><td>(1,534,586)</td><td>(836,535)</td><td>(1,307,996)</td><td>(3,679,117)</td><td>(47,172)</td></tr><tr><td>Transfer of Non-Controlling Interests in Consolidated Entities</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(6,016)</td><td>—</td><td>(6,016)</td><td>—</td></tr><tr><td>Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders</td><td>—</td><td>11,057</td><td>—</td><td>11,057</td><td>—</td><td>—</td><td>11,057</td><td>—</td></tr><tr><td>Equity-Based Compensation</td><td>—</td><td>183,484</td><td>—</td><td>183,484</td><td>—</td><td>151,539</td><td>335,023</td><td>—</td></tr><tr><td>Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units</td><td>7,084,888</td><td>(28,486)</td><td>—</td><td>(28,486)</td><td>—</td><td>(1,706)</td><td>(30,192)</td><td>—</td></tr><tr><td>Change in The Blackstone Group L.P.’s Ownership Interest</td><td>—</td><td>(15,197)</td><td>—</td><td>(15,197)</td><td>—</td><td>15,197</td><td>—</td><td>—</td></tr><tr><td>Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units</td><td>8,981,663</td><td>59,334</td><td>—</td><td>59,334</td><td>—</td><td>(59,334)</td><td>—</td><td>—</td></tr><tr><td>Balance at December 31, 2017</td><td>659,526,093</td><td>$ 6,668,511</td><td>$ (34,018)</td><td>$ 6,634,493</td><td>$ 3,253,148</td><td>$ 3,624,506</td><td>$13,512,147</td><td>$ 210,944</td></tr></table>

continued...

See notes to consolidated financial statements.



## The Blackstone Group Inc.
Consolidated Statement of Changes in Equity
(Dollars in Thousands, Except Share Data)

<table><tr><td rowspan="2"></td><td colspan="7">The Blackstone Group L.P.</td><td rowspan="2">Redeemable Non-Controlling Interests in Consolidated Entities</td></tr><tr><td>Common Units</td><td>Partners&#x27; Capital</td><td>Accumulated Other Comprehensive (Loss)</td><td>Total</td><td>Non-Controlling Interests in Consolidated Entities</td><td>Non-Controlling Interests in Blackstone Holdings</td><td>Total Partners&#x27; Capital</td></tr><tr><td>Balance at December 31, 2017</td><td>659,526,093</td><td>$ 6,668,511</td><td>$ (34,018)</td><td>$ 6,634,493</td><td>$ 3,253,148</td><td>$ 3,624,506</td><td>$13,512,147</td><td>$ 210,944</td></tr><tr><td>Transfer Out Due to Deconsolidation of Fund Entities</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(197,091)</td><td>—</td><td>(197,091)</td><td>—</td></tr><tr><td>Net Income (Loss)</td><td>—</td><td>1,541,788</td><td>—</td><td>1,541,788</td><td>358,878</td><td>1,364,989</td><td>3,265,655</td><td>(2,104)</td></tr><tr><td>Currency Translation Adjustment</td><td>—</td><td>—</td><td>(2,458)</td><td>(2,458)</td><td>(2,389)</td><td>(28,659)</td><td>(33,506)</td><td>—</td></tr><tr><td>Capital Contributions</td><td>—</td><td>—</td><td>—</td><td>—</td><td>903,655</td><td>—</td><td>903,655</td><td>12,980</td></tr><tr><td>Capital Distributions</td><td>—</td><td>(1,635,921)</td><td>—</td><td>(1,635,921)</td><td>(687,623)</td><td>(1,410,483)</td><td>(3,734,027)</td><td>(78,688)</td></tr><tr><td>Transfer or Repurchase of Non-Controlling Interests in Consolidated Entities</td><td>—</td><td>(7,642)</td><td>—</td><td>(7,642)</td><td>20,188</td><td>(6,005)</td><td>6,541</td><td>(1,353)</td></tr><tr><td>Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders</td><td>—</td><td>13,907</td><td>—</td><td>13,907</td><td>—</td><td>—</td><td>13,907</td><td>—</td></tr><tr><td>Equity-Based Compensation</td><td>—</td><td>204,590</td><td>—</td><td>204,590</td><td>—</td><td>161,824</td><td>366,414</td><td>—</td></tr><tr><td>Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units</td><td>4,114,395</td><td>(20,198)</td><td>—</td><td>(20,198)</td><td>—</td><td>(5,462)</td><td>(25,660)</td><td>—</td></tr><tr><td>Repurchase of Blackstone Common Units</td><td>(16,000,000)</td><td>(541,501)</td><td>—</td><td>(541,501)</td><td>—</td><td>—</td><td>(541,501)</td><td>—</td></tr><tr><td>Change in The Blackstone Group L.P.’s Ownership Interest</td><td>—</td><td>66,799</td><td>—</td><td>66,799</td><td>—</td><td>(66,799)</td><td>—</td><td>—</td></tr><tr><td>Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units</td><td>14,821,603</td><td>100,397</td><td>—</td><td>100,397</td><td>—</td><td>(100,397)</td><td>—</td><td>—</td></tr><tr><td>Issuance of Blackstone Common Units and Blackstone Holdings Partnership Units</td><td>750,739</td><td>24,970</td><td>—</td><td>24,970</td><td>—</td><td>50,803</td><td>75,773</td><td>—</td></tr><tr><td>Balance at December 31, 2018</td><td>663,212,830</td><td>$ 6,415,700</td><td>$ (36,476)</td><td>$ 6,379,224</td><td>$ 3,648,766</td><td>$ 3,584,317</td><td>$ 13,612,307</td><td>$ 141,779</td></tr></table>

continued...

See notes to consolidated financial statements.



The Blackstone Group Inc.
Consolidated Statement of Changes in Equity
(Dollars in Thousands, Except Share Data)

<table><tr><td colspan="13">Shares of The Blackstone Group Inc. (a)</td></tr><tr><td></td><td colspan="3">Group Inc. (a)</td><td colspan="9">The Blackstone Group Inc. (a)</td></tr><tr><td></td><td>Common Units</td><td>Class A Common Stock</td><td>Partners&#x27; Capital</td><td>Class A Common Stock</td><td>Additional Paid-in-Capital</td><td>Retained Earnings</td><td>Accumulated Other Comprehensive Income (Loss)</td><td>Total</td><td>Non-Controlling Interests in Consolidated Entities</td><td>Non-Controlling Interests in Blackstone Holdings</td><td>Total</td><td>Redeemable Non-Controlling Interests in Consolidated Entities</td></tr><tr><td>Balance at December 31, 2018</td><td>663,212,830</td><td>—</td><td>$ 6,415,700</td><td>$</td><td>$</td><td>—</td><td>$ (36,476)</td><td>$ 6,379,224</td><td>$ 3,648,766</td><td>$ 3,584,317</td><td>$13,612,307</td><td>$ 141,779</td></tr><tr><td>Net Income (Loss)</td><td>—</td><td>—</td><td>787,096</td><td>—</td><td>—</td><td>1,262,586</td><td>—</td><td>2,049,682</td><td>476,779</td><td>1,339,627</td><td>3,866,088</td><td>(121)</td></tr><tr><td>Currency Translation Adjustment</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>7,981</td><td>7,981</td><td>—</td><td>6,353</td><td>14,334</td><td>—</td></tr><tr><td>Capital Contributions</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>775,873</td><td>—</td><td>775,873</td><td>—</td><td>—</td></tr><tr><td>Capital Distributions</td><td>—</td><td>—</td><td>(639,210)</td><td>—</td><td>—</td><td>(652,961)</td><td>—</td><td>(1,292,171)</td><td>(712,234)</td><td>(1,104,573)</td><td>(3,108,978)</td><td>(54,007)</td></tr><tr><td>Transfer of Non-Controlling Interests in Consolidated Entities</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(3,115)</td><td>—</td><td>(3,115)</td><td>—</td><td>—</td></tr><tr><td>Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders</td><td>—</td><td>—</td><td>5,016</td><td>—</td><td>23,706</td><td>—</td><td>—</td><td>28,722</td><td>—</td><td>—</td><td>28,722</td><td>—</td></tr><tr><td>Equity-Based Compensation</td><td>—</td><td>—</td><td>101,200</td><td>—</td><td>131,501</td><td>—</td><td>—</td><td>232,701</td><td>—</td><td>182,809</td><td>415,510</td><td>—</td></tr><tr><td>Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Shares</td><td>1,853,730</td><td>970,995</td><td>(10,613)</td><td>—</td><td>(12,821)</td><td>—</td><td>—</td><td>(23,434)</td><td>—</td><td>(6)</td><td>(23,440)</td><td>—</td></tr><tr><td>Repurchase of Common Shares and Blackstone Holdings Partnership Units</td><td>(8,100,000)</td><td>(4,650,000)</td><td>(325,214)</td><td>—</td><td>(236,686)</td><td>—</td><td>—</td><td>(561,900)</td><td>—</td><td>—</td><td>(561,900)</td><td>—</td></tr><tr><td>Change in The Blackstone Group Inc.&#x27;s Ownership Interest</td><td>—</td><td>—</td><td>(23,270)</td><td>—</td><td>83,614</td><td>—</td><td>—</td><td>60,344</td><td>—</td><td>(60,344)</td><td>—</td><td>—</td></tr><tr><td>Conversion of Blackstone Holdings Partnership Units to Blackstone Common Shares</td><td>3,621,809</td><td>14,248,328</td><td>25,192</td><td>—</td><td>103,443</td><td>—</td><td>—</td><td>128,635</td><td>—</td><td>(128,635)</td><td>—</td><td>—</td></tr><tr><td>Reclassification Resulting from Conversion to a Corporation</td><td>(660,588,369)</td><td>660,588,369</td><td>(6,335,897)</td><td>7</td><td>6,335,890</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Balance at December 31, 2019</td><td>—</td><td>671,157,692</td><td>$ —</td><td>$ —</td><td>$ 6,428,647</td><td>$ 609,625</td><td>$ (28,495)</td><td>$ 7,009,784</td><td>$ 4,186,069</td><td>$ 3,819,548</td><td>$15,015,401</td><td>$ 87,651</td></tr></table>

(a) Following the conversion to a corporation, Blackstone also has one share outstanding of each of Class B and Class C common stock, with par value of each less than one cent. After initial issuance, there have been no changes to the amounts related to Class B and Class C common stock during the period presented.






## The Blackstone Group Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Operating Activities</td><td></td><td></td><td></td></tr><tr><td>Net Income</td><td>$ 3,865,967</td><td>$ 3,263,551</td><td>$ 3,374,942</td></tr><tr><td>Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities</td><td></td><td></td><td></td></tr><tr><td>Blackstone Funds Related</td><td></td><td></td><td></td></tr><tr><td>Net Realized Gains on Investments</td><td>(2,242,227)</td><td>(2,381,683)</td><td>(4,613,531)</td></tr><tr><td>Changes in Unrealized (Gains) Losses on Investments</td><td>(324,448)</td><td>4,784</td><td>(21,589)</td></tr><tr><td>Non-Cash Performance Allocations</td><td>(1,126,332)</td><td>(561,373)</td><td>105,472</td></tr><tr><td>Non-Cash Performance Allocations and Incentive Fee Compensation</td><td>1,234,455</td><td>1,053,690</td><td>1,491,040</td></tr><tr><td>Equity-Based Compensation Expense</td><td>417,092</td><td>366,928</td><td>338,687</td></tr><tr><td>Amortization of Intangibles</td><td>70,999</td><td>59,021</td><td>46,776</td></tr><tr><td>Other Non-Cash Amounts Included in Net Income</td><td>(448,241)</td><td>45,286</td><td>363,903</td></tr><tr><td>Cash Flows Due to Changes in Operating Assets and Liabilities</td><td></td><td></td><td></td></tr><tr><td>Cash Acquired with Consolidation of Fund Entity</td><td>—</td><td>31,422</td><td>13,822</td></tr><tr><td>Cash Relinquished with Deconsolidation of Fund Entities</td><td>—</td><td>(899,959)</td><td>(33,566)</td></tr><tr><td>Accounts Receivable</td><td>(237,751)</td><td>43,037</td><td>282,026</td></tr><tr><td>Reverse Repurchase Agreements</td><td>—</td><td>—</td><td>118,495</td></tr><tr><td>Due from Affiliates</td><td>(451,302)</td><td>(280,674)</td><td>(298,501)</td></tr><tr><td>Other Assets</td><td>(50,017)</td><td>(76,596)</td><td>17,377</td></tr><tr><td>Accrued Compensation and Benefits</td><td>(382,120)</td><td>(729,109)</td><td>(1,177,852)</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>(72,645)</td><td>(10,125)</td><td>(62,730)</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td>(324,358)</td><td>(357,582)</td><td>(755,232)</td></tr><tr><td>Repurchase Agreements</td><td>(68,084)</td><td>103,362</td><td>43,516</td></tr><tr><td>Due to Affiliates</td><td>(5,250)</td><td>74,108</td><td>(9,652)</td></tr><tr><td>Investments Purchased</td><td>(8,537,874)</td><td>(13,881,869)</td><td>(19,573,153)</td></tr><tr><td>Cash Proceeds from Sale of Investments</td><td>10,645,243</td><td>14,179,523</td><td>18,723,355</td></tr><tr><td>Net Cash Provided by (Used in) Operating Activities</td><td>1,963,107</td><td>45,742</td><td>(1,626,395)</td></tr><tr><td>Investing Activities</td><td></td><td></td><td></td></tr><tr><td>Purchase of Furniture, Equipment and Leasehold Improvements</td><td>(60,280)</td><td>(18,377)</td><td>(24,347)</td></tr><tr><td>Net Cash Paid for Acquisitions, Net of Cash Acquired</td><td>—</td><td>(98,219)</td><td>(168,913)</td></tr><tr><td>Net Cash Used in Investing Activities</td><td>(60,280)</td><td>(116,596)</td><td>(193,260)</td></tr><tr><td>Financing Activities</td><td></td><td></td><td></td></tr><tr><td>Distributions to Non-Controlling Interest</td><td></td><td></td><td></td></tr><tr><td>Holders in Consolidated Entities</td><td>(765,849)</td><td>(762,588)</td><td>(813,987)</td></tr><tr><td>Contributions from Non-Controlling Interest</td><td></td><td></td><td></td></tr><tr><td>Holders in Consolidated Entities</td><td>764,863</td><td>836,922</td><td>759,907</td></tr><tr><td>Payments Under Tax Receivable Agreement</td><td>(84,640)</td><td>—</td><td>(135,831)</td></tr><tr><td>Net Settlement of Vested Class A Common stock and Repurchase of Class A Common Stock and Blackstone Holdings Partnership Units</td><td>(585,340)</td><td>(567,161)</td><td>(30,192)</td></tr></table>

continued...

See notes to consolidated financial statements.



## The Blackstone Group Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Financing Activities (Continued)</td><td></td><td></td><td></td></tr><tr><td>Proceeds from Loans Payable</td><td>$ 1,549,732</td><td>$ 3,218,399</td><td>$ 7,600,153</td></tr><tr><td>Repayment and Repurchase of Loans Payable</td><td>(403,401)</td><td>(1,009,354)</td><td>(1,766,129)</td></tr><tr><td>Dividends/Distributions to Shareholders and Unitholders</td><td>(2,396,744)</td><td>(3,046,404)</td><td>(2,842,582)</td></tr><tr><td>Net Cash Provided by (Used in) Financing Activities</td><td>(1,921,379)</td><td>(1,330,186)</td><td>2,771,339</td></tr><tr><td>Effect of Exchange Rate Changes on Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other</td><td>(2,958)</td><td>9,712</td><td>123,850</td></tr><tr><td>Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other</td><td></td><td></td><td></td></tr><tr><td>Net Increase (Decrease)</td><td>(21,510)</td><td>(1,391,328)</td><td>1,075,534</td></tr><tr><td>Beginning of Period</td><td>2,545,161</td><td>3,936,489</td><td>2,860,955</td></tr><tr><td>End of Period</td><td>$ 2,523,651</td><td>$ 2,545,161</td><td>$ 3,936,489</td></tr><tr><td>Supplemental Disclosure of Cash Flows Information</td><td></td><td></td><td></td></tr><tr><td>Payments for Interest</td><td>$ 167,458</td><td>$ 169,872</td><td>$ 160,178</td></tr><tr><td>Payments for Income Taxes</td><td>$ 159,302</td><td>$ 192,790</td><td>$ 106,032</td></tr><tr><td>Supplemental Disclosure of Non-Cash Investing and Financing Activities</td><td></td><td></td><td></td></tr><tr><td>Non-Cash Contributions from Non-Controlling Interest Holders</td><td>$ 10,078</td><td>$ 10,435</td><td>$ 1,112</td></tr><tr><td>Non-Cash Distributions to Non-Controlling Interest Holders</td><td>$ (392)</td><td>$ (18,723)</td><td>$ (69,721)</td></tr><tr><td>Non-Cash Consideration for Acquisition</td><td>$ —</td><td>$ (50,803)</td><td>$ (95,262)</td></tr><tr><td>Net Assets Related to the Consolidation of Certain Fund Entities</td><td>$ —</td><td>$ —</td><td>$ 387,006</td></tr><tr><td>Notes Issuance Costs</td><td>$ 11,143</td><td>$ —</td><td>$ 5,582</td></tr><tr><td>Transfer of Interests to Non-Controlling Interest Holders</td><td>$ (3,115)</td><td>$ 20,188</td><td>$ (6,016)</td></tr><tr><td>Change in The Blackstone Group Inc.’s Ownership Interest</td><td>$ 60,344</td><td>$ 66,799</td><td>$ (15,197)</td></tr><tr><td>Net Settlement of Vested Common Units</td><td>$ 102,028</td><td>$ 136,238</td><td>$ 127,392</td></tr><tr><td>Conversion of Blackstone Holdings Units to Common Units</td><td>$ 128,635</td><td>$ 100,397</td><td>$ 59,334</td></tr><tr><td>Acquisition of Ownership Interests from Non-Controlling Interest Holders</td><td></td><td></td><td></td></tr><tr><td>Deferred Tax Asset</td><td>$ (149,513)</td><td>$ (93,391)</td><td>$ (74,487)</td></tr><tr><td>Due to Affiliates</td><td>$ 120,791</td><td>$ 79,484</td><td>$ 63,430</td></tr><tr><td>Equity</td><td>$ 28,722</td><td>$ 13,907</td><td>$ 11,057</td></tr><tr><td>Issuance of New Shares/Units</td><td>$ —</td><td>$ 24,970</td><td>$ —</td></tr></table>

The following table provides a reconciliation of Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other reported within the Consolidated Statements of Financial Condition:

<table><tr><td></td><td>December 31, 2019</td><td>December 31, 2018</td></tr><tr><td>Cash and Cash Equivalents</td><td>$2,172,441</td><td>$2,207,841</td></tr><tr><td>Cash Held by Blackstone Funds and Other</td><td>351,210</td><td>337,320</td></tr><tr><td></td><td>$2,523,651</td><td>$2,545,161</td></tr></table>

See notes to consolidated financial statements.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## 1. Organization

Effective July 1, 2019, The Blackstone Group L.P. (the "Partnership") converted from a Delaware limited partnership to a Delaware corporation, The Blackstone Group Inc. (the "Conversion"). This report includes the results for the Partnership prior to the Conversion and The Blackstone Group Inc. following the Conversion. In this report, references to "Blackstone" or the "Company" refer to (a) The Blackstone Group Inc. and its consolidated subsidiaries following the Conversion and (b) the Partnership and its consolidated subsidiaries prior to the Conversion. All references to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Class A common stock. All references to dividends prior to the Conversion refer to distributions.

As a result of the Conversion, the financial impact to the consolidated financial statements contained herein consist of (a) a partial step-up in the tax basis of certain assets resulting in the recognition of a net income tax benefit and (b) reclassification from partnership equity accounts to equity accounts appropriate for a corporation. See Note 15. "Income Taxes" for additional information and Note 16. "Earnings Per Share and Stockholder's Equity".

Blackstone, together with its subsidiaries, is one of the world’s leading investment firms. Blackstone’s asset management business includes investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. “Blackstone Funds” refers to the funds and other vehicles that are managed by Blackstone. Blackstone’s business is organized into four segments: Real Estate, Private Equity, Hedge Fund Solutions and Credit.

Blackstone was formed on March 12, 2007, and, until the Conversion, was managed and operated by Blackstone Group Management L.L.C., which is in turn wholly owned by Blackstone's senior managing directors and controlled by one of Blackstone's founders, Stephen A. Schwarzman (the "Founder"). Following the Conversion, the Company's equity consists of shares of Class A, B and C common stock. Blackstone Partners L.L.C. is the sole holder of the single share of Class B common stock outstanding and Blackstone Group Management L.L.C. is the sole holder of the single share of Class C common stock outstanding. See Note 16. "Earnings Per Share and Stockholder's Equity".

The activities of Blackstone are conducted through its holding partnerships: Blackstone Holdings I L.P., Blackstone Holdings Al L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (collectively, "Blackstone Holdings", "Blackstone Holdings Partnerships" or the "Holding Partnerships"). Blackstone, through its wholly owned subsidiaries, is the sole general partner in each of these Holding Partnerships. Generally, holders of the limited partner interests in the Holding Partnerships may, four times each year, exchange their limited partnership interests ("Partnership Units") for Blackstone Class A common stock, on a one-to-one basis, exchanging one Partnership Unit from each of the Holding Partnerships for one share of Blackstone Class A common stock.

## 2. Summary of Significant Accounting Policies

## Basis of Presentation

The accompanying consolidated financial statements of Blackstone have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The consolidated financial statements include the accounts of Blackstone, its wholly owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which Blackstone is considered the primary beneficiary, and certain partnerships or similar entities which are not considered variable interest entities but in which the general partner is determined to have control.

All intercompany balances and transactions have been eliminated in consolidation.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Restructurings within consolidated CLOs are treated as investment purchases or sales, as applicable, in the Consolidated Statements of Cash Flows.

## Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that estimates utilized in the preparation of the consolidated financial statements are prudent and reasonable. Such estimates include those used in the valuation of investments and financial instruments, the measurement of deferred tax balances (including valuation allowances) and the accounting for Goodwill and equity-based compensation. Actual results could differ from those estimates and such differences could be material.

## Consolidation

Blackstone consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner has a controlling financial interest. Blackstone has a controlling financial interest in Blackstone Holdings because the limited partners do not have the right to dissolve the partnerships or have substantive kick- out rights or participating rights that would overcome the control held by Blackstone. Accordingly, Blackstone consolidates Blackstone Holdings and records non-controlling interests to reflect the economic interests of the limited partners of Blackstone Holdings.

In addition, Blackstone consolidates all variable interest entities ("VIE") in which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Blackstone holds a variable interest is a VIE and (b) whether Blackstone's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.

Blackstone determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether Blackstone is the primary beneficiary, Blackstone evaluates its control rights as well as economic interests in the entity held either directly or indirectly by Blackstone. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that Blackstone is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by Blackstone, affiliates of Blackstone or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity's status as a VIE or the determination of the primary beneficiary. At each reporting date, Blackstone assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.

Assets of consolidated VIEs that can only be used to settle obligations of the consolidated VIE and liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of Blackstone are presented in a separate section in the Consolidated Statements of Financial Condition.

Blackstone’s other disclosures regarding VIEs are discussed in Note 9. “Variable Interest Entities”.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## Revenue Recognition

Revenues primarily consist of management and advisory fees, incentive fees, investment income, interest and dividend revenue and other.

Management and advisory fees and incentive fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 20. "Segment Reporting" for a disaggregated presentation of revenues from contracts with customers.

Management and Advisory Fees, Net — Management and Advisory Fees, Net are comprised of management fees, including base management fees, transaction and other fees and advisory fees net of management fee reductions and offsets.

Blackstone earns base management fees from limited partners of funds in each of its managed funds, at a fixed percentage of assets under management, net asset value, total assets, committed capital or invested capital. These customer contracts require Blackstone to provide investment management services, which represents a performance obligation that Blackstone satisfies over time. Management fees are a form of variable consideration because the fees Blackstone is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically quarterly) and are not subject to clawback once paid.

Transaction, advisory and other fees are principally fees charged to the limited partners of funds indirectly through the managed funds and portfolio companies. The investment advisory agreements generally require that the investment adviser reduce the amount of management fees payable by the limited partners to Blackstone ("management fee reductions") by an amount equal to a portion of the transaction and other fees paid to Blackstone by the portfolio companies. The amount of the reduction varies by fund, the type of fee paid by the portfolio company and the previously incurred expenses of the fund. These fees and associated management fee reductions are a component of the transaction price for Blackstone's performance obligation to provide investment management services to the limited partners of funds and are recognized as changes to the transaction price in the period in which they are charged and the services are performed.

Management fee offsets are reductions to management fees payable by the limited partners of the Blackstone Funds, which are based on the amount such limited partners reimburse the Blackstone Funds or Blackstone primarily for placement fees. Providing investment management services requires Blackstone to arrange for services on behalf of its customers. In those situations where Blackstone is acting as an agent on behalf of the limited partners of funds, it presents the cost of services as net against management fee revenue. In all other situations, Blackstone is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements. As a result, the cost of those services is presented as Compensation or General, Administrative and Other expense, as appropriate, with any reimbursement from the limited partners of the funds recorded as Management and Advisory Fees, Net. In cases where the limited partners of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract. Capitalized placement fees are amortized over the life of the customer contract, are recorded within Other Assets in the Consolidated Statements of Financial Condition and amortization is recorded within General, Administrative and Other within the Consolidated Statements of Operations.

Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date are included in Accounts Receivable or Due from Affiliates in the Consolidated Statements of Financial Condition.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Incentive Fees — Contractual fees earned based on the performance of Blackstone Funds (“Incentive Fees”) are a form of variable consideration in Blackstone’s contracts with customers to provide investment management services. Incentive Fees are earned based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each fund’s governing agreements. Incentive Fees will not be recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. Incentive Fees are typically recognized as revenue when realized at the end of the measurement period. Once realized, such fees are not subject to clawback or reversal. Accrued but unpaid Incentive Fees charged directly to investors in Blackstone Funds as of the reporting date are recorded within Due from Affiliates in the Consolidated Statements of Financial Condition.

Investment Income (Loss) — Investment Income (Loss) represents the unrealized and realized gains and losses on Blackstone’s Performance Allocations and Principal Investments.

In carry fund structures Blackstone, through its subsidiaries, invests alongside its limited partners in a partnership and is entitled to its pro-rata share of the results of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, Blackstone is entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”).

Performance Allocations are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. At the end of each reporting period, Blackstone calculates the balance of accrued Performance Allocations ("Accrued Performance Allocations") that would be due to Blackstone for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. Accrued Performance Allocations as of the reporting date are reflected in Investments in the Consolidated Statements of Financial Condition.

Performance Allocations are realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return or, in limited instances, after certain thresholds for return of capital are met. Performance Allocations are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received Performance Allocations, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone carry funds if the Blackstone carry funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain funds, including certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability.

Principal Investments include the unrealized and realized gains and losses on Blackstone’s principal investments, including its investments in Blackstone Funds that are not consolidated and receive pro-rata allocations, its equity method investments, and other principal investments. Income (Loss) on Principal Investments is realized when Blackstone redeems all or a portion of its investment or when Blackstone receives cash income, such as dividends or distributions. Unrealized Income (Loss) on Principal Investments results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Interest and Dividend Revenue — Interest and Dividend Revenue comprises primarily interest and dividend income earned on principal investments not accounted for under the equity method held by Blackstone.

Other Revenue — Other Revenue consists of miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.

## Fair Value of Financial Instruments

GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

- Level I — Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. Blackstone does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price.

- Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within CLO vehicles, government and agency securities, less liquid and restricted equity securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Senior and subordinated notes issued by CLO vehicles are classified within Level II of the fair value hierarchy.

- Level III — Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-focused funds, distressed debt and non-investment grade residual interests in securitizations, certain corporate bonds and loans held within CLO vehicles, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Blackstone’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

## Level II Valuation Techniques

Financial instruments classified within Level II of the fair value hierarchy comprise debt instruments, including certain corporate loans and bonds held by Blackstone’s consolidated CLO vehicles and debt securities sold, not yet purchased. Certain equity securities and derivative instruments valued using observable inputs are also classified as Level II.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The valuation techniques used to value financial instruments classified within Level II of the fair value hierarchy are as follows:

- Debt Instruments and Equity Securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction.

- Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.

- Senior and subordinate notes issued by CLO vehicles are classified based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services.

## Level III Valuation Techniques

In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties, certain funds of hedge funds and credit-focused investments.

Real Estate Investments — The fair values of real estate investments are determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rates (“cap rates”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or assets (for example, multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Where a discounted cash flow method is used, a terminal value is derived by reference to an exit EBITDA multiple or capitalization rate. Additionally, where applicable, projected distributable cash flow through debt maturity will be considered in support of the investment’s fair value.

Private Equity Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization ("EBITDA"), the discounted cash flow method, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are based on unaudited information at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (for example, multiplying a key performance metric of the investee company such as EBITDA by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Where a discounted cash flow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit multiples.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Credit-Focused Investments — The fair values of credit-focused investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. For credit-focused investments that are not publicly traded or whose market prices are not readily available, Blackstone may utilize other valuation techniques, including the discounted cash flow method or a market approach. The discounted cash flow method projects the expected cash flows of the debt instrument based on contractual terms, and discounts such cash flows back to the valuation date using a market-based yield. The market-based yield is estimated using yields of publicly traded debt instruments issued by companies operating in similar industries as the subject investment, with similar leverage statistics and time to maturity.

The market approach is generally used to determine the enterprise value of the issuer of a credit investment, and considers valuation multiples of comparable companies or transactions. The resulting enterprise value will dictate whether or not such credit investment has adequate enterprise value coverage. In cases of distressed credit instruments, the market approach may be used to estimate a recovery value in the event of a restructuring.

## Investments, at Fair Value

The Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Accounting and Auditing Guide, Investment Companies, and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority-owned and controlled investments (the "Portfolio Companies"), at fair value. Such consolidated funds' investments are reflected in Investments on the Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains from Fund Investment Activities in the Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price).

Blackstone’s principal investments are presented at fair value with unrealized appreciation or depreciation and realized gains and losses recognized in the Consolidated Statements of Operations within Investment Income (Loss).

For certain instruments, Blackstone has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. Blackstone has applied the fair value option for certain loans and receivables and certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses recorded in net income. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-focused and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.

Blackstone has elected the fair value option for the assets of consolidated CLO vehicles. As permitted under GAAP, Blackstone measures the liabilities of consolidated CLO vehicles as (a) the sum of the fair value of the consolidated CLO assets and the carrying value of any non-financial assets held temporarily, less (b) the sum of the fair value of any beneficial interests retained by Blackstone (other than those that represent compensation for services) and Blackstone's carrying value of any beneficial interests that represent compensation for services. As a result of this measurement alternative, there is no attribution of amounts to Non-Controlling Interests for consolidated CLO vehicles. Assets of the consolidated CLOs are presented within Investments within the Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income are presented within Net Gains from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Blackstone has elected the fair value option for certain proprietary investments that would otherwise have been accounted for using the equity method of accounting. The fair value of such investments is based on quoted prices in an active market or using the discounted cash flow method. Changes in fair value are recognized in Investment Income (Loss) in the Consolidated Statements of Operations.

Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. "Fair Value Option".

The investments of consolidated Blackstone Funds in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. In limited circumstances, Blackstone may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, Blackstone will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP.

Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee's investment generally provide for minimum holding periods or lock-ups, the institution of gates on redemptions or the suspension of redemptions or an ability to side pocket investments, at the discretion of the investee's fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side pocket no longer exist. As the timing of either of these events is uncertain, the timing at which Blackstone may redeem an investment held in a side pocket cannot be estimated. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. "Net Asset Value as Fair Value".

Security and loan transactions are recorded on a trade date basis.

## Equity Method Investments

Investments in which Blackstone is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. Blackstone has significant influence over all Blackstone Funds in which it invests but does not consolidate. Therefore, its investments in such Blackstone Funds, which include both a proportionate and disproportionate allocation of the profits and losses (as is the case with carry funds that include a Performance Allocation), are accounted for under the equity method. Under the equity method of accounting, Blackstone's share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Consolidated Statements of Operations.

In cases where Blackstone’s equity method investments provide for a disproportionate allocation of the profits and losses (as is the case with carry funds that include a Performance Allocation), Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period Blackstone calculates the Accrued Performance Allocations that would be due to Blackstone for each fund pursuant to the fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner, or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. The carrying amounts of equity method investments are reflected in Investments in the Consolidated Statements of Financial Condition.

Results from Blackstone’s investments in Strategic Partners funds are reported on a three month lag.

## Cash and Cash Equivalents

Cash and Cash Equivalents represents cash on hand, cash held in banks, money market funds and liquid investments with original maturities of three months or less. Interest income from cash and cash equivalents is recorded in Interest and Dividend Revenue in the Consolidated Statements of Operations.

## Cash Held by Blackstone Funds and Other

Cash Held by Blackstone Funds and Other represents cash and cash equivalents held by consolidated Blackstone Funds and other consolidated entities. Such amounts are not available to fund the general liquidity needs of Blackstone.

## Accounts Receivable

Accounts Receivable includes management fees receivable from limited partners, receivables from underlying funds in the fund of hedge funds business, placement and advisory fees receivables, receivables relating to unsettled sale transactions and loans extended to unaffiliated third parties. Accounts Receivable, excluding those for which the fair value option has been elected, are assessed periodically for collectability. Amounts determined to be uncollectible are charged directly to General, Administrative and Other Expenses in the Consolidated Statements of Operations.

## Intangibles and Goodwill

Blackstone’s intangible assets consist of contractual rights to earn future fee income, including management and advisory fees, Incentive Fees and Performance Allocations. Identifiable finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from three to twenty years, reflecting the contractual lives of such assets. Amortization expense is included within General, Administrative and Other in the Consolidated Statements of Operations. Blackstone does not hold any indefinite-lived intangible assets. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Goodwill comprises goodwill arising from the contribution and reorganization of Blackstone’s predecessor entities in 2007 immediately prior to its initial public offering (“IPO”) and the acquisitions of GSO in 2008, Strategic Partners in 2013, Harvest Fund Advisors LLC (“Harvest”) in 2017 and Clarus Ventures LLC (“Clarus”) in 2018. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of Blackstone’s operating segments is less than their respective carrying values. The operating segment is the reporting level for testing the impairment of goodwill. If it is determined that it is more likely than not that an operating segment’s fair value is less than its carrying value or when the quantitative approach is used, a two-step quantitative assessment is performed to (a) calculate the fair value of the operating segment and compare it to its carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss.

## Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consist primarily of leasehold improvements, furniture, fixtures and equipment, computer hardware and software and are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the assets'



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

estimated useful economic lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, generally ten to fifteen years, and three to seven years for other fixed assets. Blackstone evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

## Foreign Currency

In the normal course of business, Blackstone may enter into transactions not denominated in United States dollars. Foreign exchange gains and losses arising on such transactions are recorded as Other Revenue in the Consolidated Statements of Operations. Foreign currency transaction gains and losses arising within consolidated Blackstone Funds are recorded in Net Gains (Losses) from Fund Investment Activities. In addition, Blackstone consolidates a number of entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are translated at the prevailing exchange rate on the dates that they were recorded. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are recorded in Other Comprehensive Income and allocated to Non-Controlling Interests in Consolidated Entities and Non-Controlling Interests in Blackstone Holdings, as applicable.

## Comprehensive Income

Comprehensive Income consists of Net Income and Other Comprehensive Income. Blackstone’s Other Comprehensive Income is comprised of foreign currency cumulative translation adjustments.

## Non-Controlling Interests in Consolidated Entities

Non-Controlling Interests in Consolidated Entities represent the component of Equity in consolidated Blackstone Funds held by third party investors and employees. The percentage interests held by third parties and employees is adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-focused funds which occur during the reporting period. In addition, all non-controlling interests in consolidated Blackstone Funds are attributed a share of income (loss) arising from the respective funds and a share of other comprehensive income, if applicable. Income (Loss) is allocated to non-controlling interests in consolidated entities based on the relative ownership interests of third party investors and employees after considering any contractual arrangements that govern the allocation of income (loss) such as fees allocable to The Blackstone Group Inc.

## Redeemable Non-Controlling Interests in Consolidated Entities

Non-controlling interests related to funds of hedge funds are subject to annual, semi-annual or quarterly redemption by investors in these funds following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third party interests in such consolidated funds are presented as Redeemable Non-Controlling Interests in Consolidated Entities within the Consolidated Statements of Financial Condition. When redeemable amounts become legally payable to investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition. For all consolidated funds in which redemption rights have not been granted, non-controlling interests are presented within Equity in the Consolidated Statements of Financial Condition as Non-Controlling Interests in Consolidated Entities.

## Non-Controlling Interests in Blackstone Holdings

Non-Controlling Interests in Blackstone Holdings represent the component of Equity in the consolidated Blackstone Holdings Partnerships held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Certain costs and expenses are borne directly by the Holdings Partnerships. Income (Loss), excluding those costs directly borne by and attributable to the Holdings Partnerships, is attributable to Non-Controlling Interests in Blackstone Holdings. This residual attribution is based on the year to date average percentage of Blackstone Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.

## Compensation and Benefits

Compensation and Benefits — Compensation — Compensation consists of (a) salary and bonus, and benefits paid and payable to employees and senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees and senior managing directors. Compensation cost relating to the issuance of equity-based awards to senior managing directors and employees is measured at fair value at the grant date, and expensed over the vesting period on a straight-line basis, taking into consideration expected forfeitures, except in the case of (a) equity-based awards that do not require future service, which are expensed immediately, and (b) certain awards to recipients that meet criteria making them eligible for retirement (allowing such recipient to keep a percentage of those awards upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date. Cash settled equity-based awards are classified as liabilities and are remeasured at the end of each reporting period.

Compensation and Benefits — Incentive Fee Compensation — Incentive Fee Compensation consists of compensation paid based on Incentive Fees.

Compensation and Benefits — Performance Allocations Compensation — Performance Allocation Compensation consists of compensation paid based on Performance Allocations (which may be distributed in cash or in-kind). Such compensation expense is subject to both positive and negative adjustments. Unlike Performance Allocations, compensation expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis. These amounts may also include allocations of investment income from Blackstone's principal investments, to senior managing directors and employees participating in certain profit sharing initiatives.

## Other Income

Net Gains (Losses) from Fund Investment Activities in the Consolidated Statements of Operations include net realized gains (losses) from realizations and sales of investments, the net change in unrealized gains (losses) resulting from changes in the fair value of investments and interest income and expense and dividends attributable to the consolidated Blackstone Funds' investments.

Expenses incurred by consolidated Blackstone funds are separately presented within Fund Expenses in the Consolidated Statements of Operations.

Other Income also includes amounts attributable to the Reduction of the Tax Receivable Agreement Liability. See Note 15. “Income Taxes — Other Income — Reduction of the Tax Receivable Agreement Liability” for additional information.

## Income Taxes

The Blackstone Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local income taxes on Blackstone's share of taxable income. The Blackstone Holdings Partnerships and certain of their subsidiaries operate in the U.S. as partnerships for U.S. federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to New York City unincorporated business taxes or non-U.S. income taxes. In addition, certain of the wholly owned subsidiaries of Blackstone and the Blackstone Holdings Partnerships will be subject to federal, state and local corporate income taxes at the entity level and the related tax provision attributable to Blackstone's share of this income tax is reflected in the Consolidated Financial Statements.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition.

Blackstone uses the flow-through method to account for investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense.

Blackstone analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. Blackstone records unrecognized tax benefits on the basis of a two-step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more likely than not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Blackstone recognizes interest on tax deficiencies as Interest Expense and income tax penalty payments and accrued interest and penalties from unrecognized tax benefits in General, Administrative, and Other expenses within the Consolidated Statement of Operations.

## Net Income (Loss) Per Share of Class A Common Stock

Basic Income (Loss) Per Share of Class A Common Stock is calculated by dividing Net Income (Loss) Attributable to The Blackstone Group Inc. by the weighted-average number of Class A common stock, unvested participating shares of Class A common stock outstanding for the period and vested deferred restricted shares of Class A common stock that have been earned for which issuance of the related shares of Class A common stock is deferred until future periods. Diluted Income (Loss) Per Share of Class A Common Stock reflects the impact of all dilutive securities.

Blackstone applies the treasury stock method to determine the dilutive weighted-average common units outstanding for certain equity-based compensation awards. Blackstone applies the “if-converted” method to the Blackstone Holdings Partnership Units to determine the dilutive impact, if any, of the exchange right included in the Blackstone Holdings Partnership Units.

## Reverse Repurchase and Repurchase Agreements

Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), comprised primarily of U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded in the Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. The carrying value of reverse repurchase and repurchase agreements approximates fair value.

Blackstone manages credit exposure arising from reverse repurchase agreements and repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide Blackstone, in the event of a counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

Blackstone takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. Blackstone also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Consolidated Statements of Financial Condition. Additional disclosures relating to repurchase agreements are discussed in Note 10. “Repurchase Agreements”.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Blackstone does not offset assets and liabilities relating to reverse repurchase agreements and repurchase agreements in its Consolidated Statements of Financial Condition. Additional disclosures relating to offsetting are discussed in Note 12. "Offsetting of Assets and Liabilities".

## Securities Sold, Not Yet Purchased

Securities Sold, Not Yet Purchased consist of equity and debt securities that Blackstone has borrowed and sold. Blackstone is required to “cover” its short sale in the future by purchasing the security at prevailing market prices and delivering it to the counterparty from which it borrowed the security. Blackstone is exposed to loss in the event that the price at which a security may have to be purchased to cover a short sale exceeds the price at which the borrowed security was sold short.

Securities Sold, Not Yet Purchased are recorded at fair value in the Consolidated Statements of Financial Condition.

## Derivative Instruments

Blackstone recognizes all derivatives as assets or liabilities on its Consolidated Statements of Financial Condition at fair value. On the date Blackstone enters into a derivative contract, it designates and documents each derivative contract as one of the following: (a) a hedge of a recognized asset or liability ("fair value hedge"), (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"), (c) a hedge of a net investment in a foreign operation, or (d) a derivative instrument not designated as a hedging instrument ("freestanding derivative"). Gains or losses on a derivative instrument that is designated as, and is effective as, an economic hedge of a net investment in a foreign operation are reported in the cumulative translation adjustment section of other comprehensive income to the extent it is effective as a hedge. The ineffective portion of a net investment hedge is recognized in current period earnings.

Blackstone formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and Blackstone's evaluation of effectiveness of its hedged transaction. At least monthly, Blackstone also formally assesses whether the derivative it designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in estimated fair values or cash flows of the hedged items using either the regression analysis or the dollar offset method. For net investment hedges, Blackstone uses a method based on changes in spot rates to measure effectiveness. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The fair values of hedging derivative instruments are reflected within Other Assets in the Consolidated Statements of Financial Condition.

For freestanding derivative contracts, Blackstone presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains from Fund Investment Activities or, where derivative instruments are held by Blackstone, within Investment Income (Loss) in the Consolidated Statements of Operations. The fair value of freestanding derivative assets of the consolidated Blackstone Funds are recorded within Investments, the fair value of freestanding derivative assets that are not part of the consolidated Blackstone Funds are recorded within Other Assets and the fair value of freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition.

Blackstone has elected to not offset derivative assets and liabilities or financial assets in its Consolidated Statements of Financial Condition, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides Blackstone, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty's rights and obligations.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Blackstone’s other disclosures regarding derivative financial instruments are discussed in Note 6. “Derivative Financial Instruments”.

Blackstone’s disclosures regarding offsetting are discussed in Note 12. “Offsetting of Assets and Liabilities”.

## Leases

Blackstone determines if an arrangement is a lease at inception of the arrangement. Blackstone primarily enters into operating leases, as the lessee, for office space. Operating leases are included in Right-of-Use (“ROU”) Assets and Operating Lease Liabilities on our Consolidated Statement of Financial Condition. ROU Assets and Operating Lease Liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Blackstone determines the present value of the lease payments using an incremental borrowing rate based on information available at the inception date. Leases may include options to extend or terminate the lease which are included in the ROU Assets and Operating Lease Liability when they are reasonably certain of exercise.

Certain leases include lease and nonlease components, which are accounted for as one single lease component. Occupancy lease agreements, in addition to contractual rent payments, generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable, they are included as part of the minimum lease payments used to measure the Operating Lease Liability. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term. When additional payments are based on usage or vary based on other factors, they are expensed when incurred as variable lease expense.

Minimum lease payments for leases with an initial term of twelve months or less are not recorded on the Consolidated Statement of Financial Condition. Blackstone recognizes lease expense for these leases on a straight-line basis over the lease term.

Additional disclosures relating to leases are discussed in Note 14. “Leases”.

## Affiliates

Blackstone considers its Founder, senior managing directors, employees, the Blackstone Funds and the Portfolio Companies to be affiliates.

## Dividends

Dividends are reflected in the consolidated financial statements when declared.

## Recent Accounting Developments

In February 2016, the Financial Accounting Standards Board issued amended guidance on the accounting for leases. The new guidance was effective for Blackstone beginning January 1, 2019 and was adopted on a modified retrospective basis. Blackstone elected to apply the guidance to each lease that had commenced as of the adoption date. As a result, periods prior to January 1, 2019 are presented in accordance with previous GAAP. Blackstone also elected a package of practical expedients which resulted in no requirement to reassess (a) whether any expired or existing contracts are or contain leases, (b) the lease classification for any expired or existing leases and (c) the recognition requirements for initial direct costs for any existing leases. Blackstone also elected a practical expedient to account for lease and nonlease components as a single lease component. Short-term leases, which have a stated lease term of twelve months or less, have been excluded from the Operating Lease Liability and ROU Assets as a result of a policy election made by Blackstone.

The guidance requires the recognition of lease assets and lease liabilities for those leases previously classified as operating leases and it retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are similar, but not identical, to the



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

classification criteria for distinguishing between capital leases and operating leases under previous GAAP. For operating leases, a lessee is required to do the following: (a) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the Consolidated Statement of Financial Condition, (b) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (c) classify all cash payments within operating activities in the Consolidated Statements of Cash Flows. Upon adoption of the new guidance, Blackstone recognized Operating Lease Liabilities of $601.7 million and corresponding ROU Assets of $540.7 million on the Consolidated Statement of Financial Condition. These amounts were calculated as the present value of remaining lease payments on existing leases as of January 1, 2019, discounted using an incremental borrowing rate for each lease as of the adoption date. The guidance did not have a material impact on the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows.

In June 2016, the FASB issued amended guidance on how to measure credit losses for most financial assets. The guidance requires entities to recognize their estimate of lifetime expected credit losses based on reasonable and supportable forecasts, current conditions, and historical experience. The guidance is effective for the Company on January 1, 2020 and requires a modified retrospective transition method that will result in a cumulative-effect adjustment in retained earnings upon adoption. The Company has identified all of the material financial assets and off-balance sheet credit exposures that are within the scope of this guidance and does not expect a material impact.

## 3. Goodwill and Intangible Assets

The carrying value of Goodwill was $1.9 billion as of December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, Blackstone determined there was no evidence of Goodwill impairment.

At December 31, 2019 and 2018, Goodwill has been allocated to each of Blackstone's four segments as follows: Real Estate ($421.7 million), Private Equity ($870.0 million), Hedge Fund Solutions ($172.1 million), and Credit ($406.1 million).

Intangible Assets, Net consists of the following:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Finite-Lived Intangible Assets/Contractual Rights</td><td>$ 1,712,576</td><td>$ 1,712,576</td></tr><tr><td>Accumulated Amortization</td><td>(1,315,068)</td><td>(1,244,069)</td></tr><tr><td>Intangible Assets, Net</td><td>$ 397,508</td><td>$ 468,507</td></tr></table>

Changes in Blackstone’s Intangible Assets, Net consists of the following:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Balance, Beginning of Year</td><td>$ 468,507</td><td>$ 409,828</td><td>$ 262,604</td></tr><tr><td>Amortization Expense</td><td>(70,999)</td><td>(59,021)</td><td>(46,776)</td></tr><tr><td>Acquisitions</td><td>—</td><td>117,700</td><td>194,000</td></tr><tr><td>Balance, End of Year</td><td>$ 397,508</td><td>$ 468,507</td><td>$ 409,828</td></tr></table>

Amortization of Intangible Assets held at December 31, 2019 is expected to be $71.0 million, $71.0 million, $63.3 million, $34.3 million and $26.9 million for each of the years ending December 31, 2020, 2021, 2022, 2023 and 2024, respectively. Blackstone's Intangible Assets as of December 31, 2019 are expected to amortize over a weighted-average period of 7.9 years.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## 4. Investments

Investments consist of the following:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Investments of Consolidated Blackstone Funds</td><td>$ 8,380,698</td><td>$ 8,376,338</td></tr><tr><td>Equity Method Investments</td><td></td><td></td></tr><tr><td>Partnership Investments</td><td>4,035,675</td><td>3,649,423</td></tr><tr><td>Accrued Performance Allocations</td><td>7,180,449</td><td>5,883,924</td></tr><tr><td>Corporate Treasury Investments</td><td>2,419,587</td><td>2,206,493</td></tr><tr><td>Other Investments</td><td>265,273</td><td>260,853</td></tr><tr><td></td><td>$ 22,281,682</td><td>$ 20,377,031</td></tr></table>

Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $347.4 million and $366.5 million at December 31, 2019 and December 31, 2018, respectively.

## Investments of Consolidated Blackstone Funds

The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone Funds and a reconciliation to Other Income — Net Gains from Fund Investment Activities in the Consolidated Statements of Operations:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Realized Gains</td><td>$ 15,983</td><td>$ 74,784</td><td>$ 165,106</td></tr><tr><td>Net Change in Unrealized Losses</td><td>109,445</td><td>(54,697)</td><td>(21,016)</td></tr><tr><td>Realized and Net Change in Unrealized Gains from Consolidated Blackstone Funds</td><td>125,428</td><td>20,087</td><td>144,090</td></tr><tr><td>Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds</td><td>157,401</td><td>171,635</td><td>177,507</td></tr><tr><td>Other Income — Net Gains from Fund Investment Activities</td><td>$ 282,829</td><td>$ 191,722</td><td>$ 321,597</td></tr></table>

## Equity Method Investments

Blackstone’s equity method investments include Partnership Investments, which represent the pro - rata investments, and any associated Accrued Performance Allocations, in private equity funds, real estate funds, funds of hedge funds and credit-focused funds. Partnership Investments also includes the 40% non-controlling interest in Pátria Investments Limited and Pátria Investimentos Ltda. (collectively, “Pátria”).

Blackstone evaluates each of its equity method investments, excluding Accrued Performance Allocations, to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission (“SEC”). As of and for the years ended December 31, 2019, 2018 and 2017, no individual equity method investment held by Blackstone met the significance criteria. As such, Blackstone is not required to present separate financial statements for any of its equity method investments.

## Partnership Investments

Blackstone recognized net gains related to its Partnership Investments accounted for under the equity method of $455.8 million, $430.6 million and $609.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The summarized financial information of Blackstone’s equity method investments for December 31, 2019 are as follows:

<table><tr><td rowspan="2"></td><td colspan="7">December 31, 2019 and the Year Then Ended</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Other (a)</td><td>Total</td><td></td></tr><tr><td>Statement of Financial Condition</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investments</td><td>$119,951,496</td><td>$ 99,906,080</td><td>$26,516,304</td><td>$25,923,446</td><td>$ 849</td><td>$272,298,175</td><td></td></tr><tr><td>Other Assets</td><td>5,318,743</td><td>2,907,054</td><td>2,609,755</td><td>1,680,187</td><td>119,739</td><td>12,635,478</td><td></td></tr><tr><td>Total Assets</td><td>$125,270,239</td><td>$102,813,134</td><td>$29,126,059</td><td>$27,603,633</td><td>$120,588</td><td>$284,933,653</td><td></td></tr><tr><td>Liabilities and Equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Debt</td><td>$ 24,750,242</td><td>$ 12,399,899</td><td>$ 378,950</td><td>$ 6,687,654</td><td>$ —</td><td>$ 44,216,745</td><td></td></tr><tr><td>Other Liabilities</td><td>6,575,483</td><td>1,124,857</td><td>2,402,920</td><td>1,535,636</td><td>24,717</td><td>11,663,613</td><td></td></tr><tr><td>Total Liabilities</td><td>31,325,725</td><td>13,524,756</td><td>2,781,870</td><td>8,223,290</td><td>24,717</td><td>55,880,358</td><td></td></tr><tr><td>Equity</td><td>93,944,514</td><td>89,288,378</td><td>26,344,189</td><td>19,380,343</td><td>95,871</td><td>229,053,295</td><td></td></tr><tr><td>Total Liabilities and Equity</td><td>$125,270,239</td><td>$102,813,134</td><td>$29,126,059</td><td>$27,603,633</td><td>$120,588</td><td>$284,933,653</td><td></td></tr><tr><td>Statement of Operations</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Income</td><td>$ 535,274</td><td>$ 897,990</td><td>$ 16,708</td><td>$ 1,252,747</td><td>$ —</td><td>$ 2,702,719</td><td></td></tr><tr><td>Other Income</td><td>1,422,711</td><td>46,126</td><td>206,630</td><td>313,009</td><td>109,692</td><td>2,098,168</td><td></td></tr><tr><td>Interest Expense</td><td>(736,840)</td><td>(416,603)</td><td>(87,898)</td><td>(250,261)</td><td>—</td><td>(1,491,602)</td><td></td></tr><tr><td>Other Expenses</td><td>(1,465,212)</td><td>(1,011,584)</td><td>(164,948)</td><td>(470,033)</td><td>(61,423)</td><td>(3,173,200)</td><td></td></tr><tr><td>Net Realized and Unrealized Gain from Investments</td><td>9,671,224</td><td>9,233,285</td><td>1,700,722</td><td>(456,651)</td><td>—</td><td>20,148,580</td><td></td></tr><tr><td>Net Income</td><td>$ 9,427,157</td><td>$ 8,749,214</td><td>$ 1,671,214</td><td>$ 388,811</td><td>$ 48,269</td><td>$ 20,284,665</td><td></td></tr></table>

(a) Other represents the summarized financial information of equity method investments whose results, for segment reporting purposes, have been allocated across more than one of Blackstone’s segments.



## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The summarized financial information of Blackstone’s equity method investments for December 31, 2018 are as follows:

<table><tr><td rowspan="2"></td><td colspan="7">December 31, 2018 and the Year Then Ended</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Other (a)</td><td>Total</td><td></td></tr><tr><td>Statement of Financial Condition</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investments</td><td>$89,742,226</td><td>$79,718,783</td><td>$26,336,573</td><td>$24,634,380</td><td>$ 353</td><td>$220,432,315</td><td></td></tr><tr><td>Other Assets</td><td>3,542,235</td><td>2,257,152</td><td>3,119,639</td><td>1,706,579</td><td>125,007</td><td>10,750,612</td><td></td></tr><tr><td>Total Assets</td><td>$93,284,461</td><td>$81,975,935</td><td>$29,456,212</td><td>$26,340,959</td><td>$125,360</td><td>$231,182,927</td><td></td></tr><tr><td>Liabilities and Partners&#x27; Capital</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Debt</td><td>$15,081,536</td><td>$9,989,289</td><td>$ 350,982</td><td>$ 5,087,998</td><td>$ —</td><td>$ 30,509,805</td><td></td></tr><tr><td>Other Liabilities</td><td>3,568,159</td><td>749,043</td><td>1,529,466</td><td>1,338,712</td><td>28,295</td><td>7,213,675</td><td></td></tr><tr><td>Total Liabilities</td><td>18,649,695</td><td>10,738,332</td><td>1,880,448</td><td>6,426,710</td><td>28,295</td><td>37,723,480</td><td></td></tr><tr><td>Partners&#x27; Capital</td><td>74,634,766</td><td>71,237,603</td><td>27,575,764</td><td>19,914,249</td><td>97,065</td><td>193,459,447</td><td></td></tr><tr><td>Total Liabilities and Partners&#x27; Capital</td><td>$93,284,461</td><td>$81,975,935</td><td>$29,456,212</td><td>$26,340,959</td><td>$125,360</td><td>$231,182,927</td><td></td></tr><tr><td>Statement of Operations</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Income</td><td>$ 377,615</td><td>$ 1,022,387</td><td>$ 6,695</td><td>$ 1,130,490</td><td>$ —</td><td>$ 2,537,187</td><td></td></tr><tr><td>Other Income</td><td>1,244,754</td><td>92,696</td><td>166,842</td><td>417,883</td><td>106,525</td><td>2,028,700</td><td></td></tr><tr><td>Interest Expense</td><td>(518,137)</td><td>(278,348)</td><td>(17,780)</td><td>(228,734)</td><td>—</td><td>(1,042,999)</td><td></td></tr><tr><td>Other Expenses</td><td>(921,990)</td><td>(903,737)</td><td>(150,135)</td><td>(547,612)</td><td>(65,249)</td><td>(2,588,723)</td><td></td></tr><tr><td>Net Realized and Unrealized Gain from Investments</td><td>4,437,434</td><td>10,172,066</td><td>352,018</td><td>(733,747)</td><td>—</td><td>14,227,771</td><td></td></tr><tr><td>Net Income</td><td>$ 4,619,676</td><td>$10,105,064</td><td>$ 357,640</td><td>$ 38,280</td><td>$ 41,276</td><td>$ 15,161,936</td><td></td></tr></table>

(a) Other represents the summarized financial information of equity method investments whose results, for segment reporting purposes, have been allocated across more than one of Blackstone’s segments.



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The summarized financial information of Blackstone’s equity method investments for December 31, 2017 are as follows:

<table><tr><td rowspan="2"></td><td colspan="7">December 31, 2017 and the Year Then Ended</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Other (a)</td><td>Total</td><td></td></tr><tr><td>Statement of Financial Condition</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investments</td><td>$67,780,737</td><td>$50,339,913</td><td>$21,639,763</td><td>$22,593,717</td><td>$ 363</td><td>$162,354,493</td><td></td></tr><tr><td>Other Assets</td><td>3,077,573</td><td>2,283,602</td><td>1,969,832</td><td>1,573,279</td><td>154,131</td><td>9,058,417</td><td></td></tr><tr><td>Total Assets</td><td>$70,858,310</td><td>$52,623,515</td><td>$23,609,595</td><td>$24,166,996</td><td>$154,494</td><td>$171,412,910</td><td></td></tr><tr><td>Liabilities and Partners&#x27; Capital</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Debt</td><td>$ 6,329,068</td><td>$ 6,779,634</td><td>$ 53,787</td><td>$ 4,896,346</td><td>$ —</td><td>$ 18,058,835</td><td></td></tr><tr><td>Other Liabilities</td><td>1,618,408</td><td>430,763</td><td>1,150,307</td><td>420,988</td><td>39,923</td><td>3,660,389</td><td></td></tr><tr><td>Total Liabilities</td><td>7,947,476</td><td>7,210,397</td><td>1,204,094</td><td>5,317,334</td><td>39,923</td><td>21,719,224</td><td></td></tr><tr><td>Partners&#x27; Capital</td><td>62,910,834</td><td>45,413,118</td><td>22,405,501</td><td>18,849,662</td><td>114,571</td><td>149,693,686</td><td></td></tr><tr><td>Total Liabilities and Partners&#x27; Capital</td><td>$70,858,310</td><td>$52,623,515</td><td>$23,609,595</td><td>$24,166,996</td><td>$154,494</td><td>$171,412,910</td><td></td></tr><tr><td>Statement of Operations</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Income</td><td>$ 485,751</td><td>$ 362,788</td><td>$ 2,942</td><td>$ 928,670</td><td>$ —</td><td>$ 1,780,151</td><td></td></tr><tr><td>Other Income</td><td>1,334,544</td><td>45,770</td><td>91,006</td><td>178,281</td><td>107,204</td><td>1,756,805</td><td></td></tr><tr><td>Interest Expense</td><td>(180,258)</td><td>(121,876)</td><td>(2,086)</td><td>(127,153)</td><td>—</td><td>(431,373)</td><td></td></tr><tr><td>Other Expenses</td><td>(703,165)</td><td>(568,369)</td><td>(435,974)</td><td>(258,157)</td><td>(57,830)</td><td>(2,023,495)</td><td></td></tr><tr><td>Net Realized and Unrealized Gain from Investments</td><td>12,223,852</td><td>7,892,937</td><td>1,054,516</td><td>584,366</td><td>—</td><td>21,755,671</td><td></td></tr><tr><td>Net Income</td><td>$13,160,724</td><td>$ 7,611,250</td><td>$ 710,404</td><td>$ 1,306,007</td><td>$ 49,374</td><td>$ 22,837,759</td><td></td></tr></table>

(a) Other represents the summarized financial information of equity method investments whose results, for segment reporting purposes, have been allocated across more than one of Blackstone’s segments.

Accrued Performance Allocations

Accrued Performance Allocations to Blackstone were as follows:

<table><tr><td></td><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total</td></tr><tr><td>Accrued Performance Allocations, December 31, 2018</td><td>$ 2,853,261</td><td>$2,642,119</td><td>$ 22,921</td><td>$ 365,623</td><td>$ 5,883,924</td></tr><tr><td>Performance Allocations as a Result of Changes in Fund Fair Values</td><td>1,866,491</td><td>935,707</td><td>48,484</td><td>124,526</td><td>2,975,208</td></tr><tr><td>Foreign Exchange Loss</td><td>(10,367)</td><td>—</td><td>—</td><td>—</td><td>(10,367)</td></tr><tr><td>Fund Distributions</td><td>(1,069,530)</td><td>(514,677)</td><td>(47,454)</td><td>(36,655)</td><td>(1,668,316)</td></tr><tr><td>Accrued Performance Allocations, December 31, 2019</td><td>$ 3,639,855</td><td>$3,063,149</td><td>$ 23,951</td><td>$ 453,494</td><td>$ 7,180,449</td></tr></table>



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## Corporate Treasury Investments

The portion of corporate treasury investments included in Investments represents Blackstone’s investments into primarily fixed income securities, mutual fund interests, and other fund interests. These strategies are managed by a combination of Blackstone personnel and third party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on these investments:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Realized Gains (Losses)</td><td>$ 28,585</td><td>$ (1,024)</td><td>$ 4,378</td></tr><tr><td>Net Change in Unrealized Gains (Losses)</td><td>62,042</td><td>(38,113)</td><td>50,222</td></tr><tr><td></td><td>$ 90,627</td><td>$ (39,137)</td><td>$ 54,600</td></tr></table>

## Other Investments

Other Investments consist primarily of proprietary investment securities held by Blackstone. Other Investments include equity investments without readily determinable fair values which have a carrying value of $57.7 million as of December 31, 2019. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in Other Investments:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Realized Gains</td><td>$ 46,248</td><td>$ 56,381</td><td>$ 4,886</td></tr><tr><td>Net Change in Unrealized Gains</td><td>21,450</td><td>20,335</td><td>14,324</td></tr><tr><td></td><td>$ 67,698</td><td>$ 76,716</td><td>$ 19,210</td></tr></table>

## 5. Net Asset Value as Fair Value

A summary of fair value by strategy type alongside the remaining unfunded commitments and ability to redeem such investments as of December 31, 2019 is presented below:

<table><tr><td>Strategy</td><td>Fair Value</td><td>Unfunded Commitments</td><td>Redemption Frequency (if currently eligible)</td><td>Redemption Notice Period</td></tr><tr><td>Diversified Instruments</td><td>$ 221,901</td><td>$ 126</td><td>(a)</td><td>(a)</td></tr><tr><td>Credit Driven</td><td>79,092</td><td>268</td><td>(b)</td><td>(b)</td></tr><tr><td>Equity</td><td>6,245</td><td>—</td><td>(c)</td><td>(c)</td></tr><tr><td>Commodities</td><td>1,613</td><td>—</td><td>(d)</td><td>(d)</td></tr><tr><td></td><td>$</td><td></td><td></td><td></td></tr><tr><td></td><td>308,851</td><td>$ 394</td><td></td><td></td></tr></table>

(a) Diversified Instruments include investments in funds that invest across multiple strategies. Investments representing 3% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 97% of investments in this category are redeemable as of the reporting date.

(b) The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 21% of the fair value of the investments in this category are in liquidation. The remaining 79% of investments in this category are redeemable as of the reporting date.

(c) The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 100% of the fair value of the investments in this category are in liquidation. As of the reporting date, the investee fund manager had elected to side pocket 70% of Blackstone’s investments in the category.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

(d) The Commodities category includes investments in commodities-focused funds that primarily invest in futures and physical-based commodity driven strategies. Investments representing 100% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date.

## 6. Derivative Financial Instruments

Blackstone and the consolidated Blackstone Funds enter into derivative contracts in the normal course of business to achieve certain risk management objectives and for general investment purposes. Blackstone may enter into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone may also enter into derivative contracts in order to hedge its foreign currency risk exposure against the effects of a portion of its non-U.S. dollar denominated currency net investments. As a result of the use of derivative contracts, Blackstone and the consolidated Blackstone Funds are exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, Blackstone and the consolidated Blackstone Funds enter into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.

## Freestanding Derivatives

Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone Funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include interest rate swaps, foreign exchange contracts, equity swaps, options, futures and other derivative contracts.

The table below summarizes the aggregate notional amount and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts.

<table><tr><td rowspan="3"></td><td colspan="4">December 31, 2019</td><td colspan="4">December 31, 2018</td></tr><tr><td colspan="2">Assets</td><td colspan="2">Liabilities</td><td colspan="2">Assets</td><td colspan="2">Liabilities</td></tr><tr><td>Notional</td><td>Fair Value</td><td>Notional</td><td>Fair Value</td><td>Notional</td><td>Fair Value</td><td>Notional</td><td>Notional</td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Blackstone</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>$1,256,287</td><td>$53,129</td><td>$165,852</td><td>$4,895</td><td>$798,137</td><td>$43,632</td><td>$844,620</td><td>$39,164</td></tr><tr><td>Foreign Currency Contracts</td><td>344,422</td><td>1,231</td><td>97,626</td><td>802</td><td>224,841</td><td>1,286</td><td>245,371</td><td>1,636</td></tr><tr><td>Credit Default Swaps</td><td>7,617</td><td>36</td><td>16,697</td><td>197</td><td>—</td><td>—</td><td>34,060</td><td>4,004</td></tr><tr><td>Investments of Consolidated Blackstone Funds</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>106,906</td><td>307</td><td>40,110</td><td>1,167</td><td>108,271</td><td>524</td><td>16,952</td><td>164</td></tr><tr><td>Interest Rate Contracts</td><td>—</td><td>—</td><td>33,000</td><td>1,728</td><td>—</td><td>—</td><td>10,000</td><td>311</td></tr><tr><td>Credit Default Swaps</td><td>5,108</td><td>58</td><td>47,405</td><td>960</td><td>20,952</td><td>55</td><td>46,685</td><td>5,710</td></tr><tr><td>Total Return Swaps</td><td>4,558</td><td>21</td><td>27,334</td><td>464</td><td>—</td><td>—</td><td>31,440</td><td>1,855</td></tr><tr><td>Other</td><td>1</td><td>4</td><td>1</td><td>2</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td></td><td>$1,724,899</td><td>$54,786</td><td>$428,025</td><td>$10,215</td><td>$1,152,201</td><td>$45,497</td><td>$1,229,128</td><td>$52,844</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The table below summarizes the impact to the Consolidated Statements of Operations from derivative financial instruments :

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td></td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td></tr><tr><td>Realized Gains (Losses)</td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>$ (3,570)</td><td>$ 2,968</td><td>$ (2,400)</td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>6,099</td><td>10,761</td><td>(6,333)</td><td></td></tr><tr><td>Credit Default Swaps</td><td>3,209</td><td>(539)</td><td>(3,764)</td><td></td></tr><tr><td>Total Return Swaps</td><td>(908)</td><td>145</td><td>295</td><td></td></tr><tr><td>Other</td><td>(286)</td><td>(120)</td><td>(417)</td><td></td></tr><tr><td></td><td>$ 4,544</td><td>$ 13,215</td><td>$ (12,619)</td><td></td></tr><tr><td>Net Change in Unrealized Gains (Losses)</td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>50,431</td><td>36,472</td><td>(24,629)</td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>(441)</td><td>(6,682)</td><td>(3,556)</td><td></td></tr><tr><td>Credit Default Swaps</td><td>3,400</td><td>(521)</td><td>4,881</td><td></td></tr><tr><td>Total Return Swaps</td><td>1,296</td><td>(2,107)</td><td>(447)</td><td></td></tr><tr><td>Other</td><td>(36)</td><td>—</td><td>129</td><td></td></tr><tr><td></td><td>$ 54,650</td><td>$ 27,162</td><td>$ (23,622)</td><td></td></tr></table>

As of December 31, 2019, 2018 and 2017, Blackstone had not designated any derivatives as cash flow hedges.

## 7. Fair Value Option

The following table summarizes the financial instruments for which the fair value option has been elected:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Assets</td><td></td><td></td></tr><tr><td>Loans and Receivables</td><td>$ 500,751</td><td>$ 304,173</td></tr><tr><td>Equity and Preferred Securities</td><td>432,472</td><td>390,095</td></tr><tr><td>Debt Securities</td><td>506,924</td><td>529,698</td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td></td><td></td></tr><tr><td>Corporate Loans</td><td>6,801,691</td><td>6,766,700</td></tr><tr><td>Other</td><td>770</td><td>—</td></tr><tr><td></td><td>$ 8,242,608</td><td>$ 7,990,666</td></tr><tr><td>Liabilities</td><td></td><td></td></tr><tr><td>Liabilities of Consolidated CLO Vehicles</td><td></td><td></td></tr><tr><td>Senior Secured Notes</td><td></td><td></td></tr><tr><td>Loans Payable</td><td>$ 6,455,016</td><td>$ 6,473,233</td></tr><tr><td>Due to Affiliates</td><td>57,717</td><td>3,201</td></tr><tr><td>Subordinated Notes</td><td></td><td></td></tr><tr><td>Loans Payable</td><td>24,738</td><td>7,478</td></tr><tr><td>Due to Affiliates</td><td>20,535</td><td>52,811</td></tr><tr><td></td><td>$ 6,558,006</td><td>$ 6,536,723</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The following table presents the Realized and Net Change in Unrealized Gains (Losses) on financial instruments on which the fair value option was elected:

<table><tr><td rowspan="3"></td><td colspan="7">Year Ended December 31,</td></tr><tr><td colspan="3">2019</td><td colspan="3">2018</td><td colspan="2">2017</td></tr><tr><td>Realized Gains (Losses)</td><td>Net Change in Unrealized Gains (Losses)</td><td>Realized Gains (Losses)</td><td>Net Change in Unrealized Gains (LossES)</td><td>Realized Gains (Losses)</td><td>Net Change in Unrealized Gains Losses</td><td>Realized Gains (Losses)</td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Loans and Receivables</td><td>$ (4,595)</td><td>$ (6,533)</td><td>$ 291</td><td>$ (447)</td><td>$ (1,214)</td><td>$ 6,590</td><td></td></tr><tr><td>Equity and Preferred Securities</td><td>16,493</td><td>(2,331)</td><td>3,451</td><td>(3,589)</td><td>4,611</td><td>22,326</td><td></td></tr><tr><td>Debt Securities</td><td>(7,139)</td><td>12,748</td><td>(1,105)</td><td>(29,069)</td><td>4,866</td><td>(3,390)</td><td></td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Corporate Loans</td><td>(29,191)</td><td>96,221</td><td>(8,749)</td><td>(285,698)</td><td>(3,827)</td><td>(6,603)</td><td></td></tr><tr><td>Corporate Bonds</td><td>—</td><td>—</td><td>(24,056)</td><td>9,693</td><td>12,442</td><td>(36,219)</td><td></td></tr><tr><td>Other</td><td>—</td><td>133</td><td>—</td><td>6</td><td>—</td><td>454</td><td></td></tr><tr><td></td><td>$ (24,432)</td><td>$ 100,238</td><td>$ (30,168)</td><td>$ (309,104)</td><td>$ 16,878</td><td>$ (16,842)</td><td></td></tr><tr><td>Liabilities</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Liabilities of Consolidated CLO Vehicles</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Senior Secured Notes</td><td>$ —</td><td>$ (40,050)</td><td>$ —</td><td>$ 51,048</td><td>$ —</td><td>$ —</td><td></td></tr><tr><td>Subordinated Notes</td><td>—</td><td>15,017</td><td>—</td><td>254,966</td><td>—</td><td>81,460</td><td></td></tr><tr><td></td><td>$ —</td><td>$ (25,033)</td><td>$ —</td><td>$ 306,014</td><td>$ —</td><td>$ 81,460</td><td></td></tr></table>

The following table presents information for those financial instruments for which the fair value option was elected:

<table><tr><td rowspan="3"></td><td colspan="4">December 31, 2019</td><td colspan="4">December 31, 2018</td></tr><tr><td colspan="3">For Financial Assets Past Due (a)</td><td rowspan="2">Excess (Deficiency) of Fair Value Over Principal</td><td colspan="3">For Financial Assets Past Due (a)</td></tr><tr><td>Excess (Deficiency) of Fair Value Over Principal</td><td>Fair Value</td><td>Excess (Deficiency) of Fair Value Over Principal</td><td>Fair Value</td><td>(Deficiency) of Fair Value Over Principal</td><td>Fair Value</td></tr><tr><td>Loans and Receivables</td><td>$ (3,875)</td><td>$ —</td><td>$ —</td><td>$ 2,421</td><td>$ —</td><td>$ —</td><td></td></tr><tr><td>Debt Securities</td><td>(14,667)</td><td>—</td><td>—</td><td>(26,660)</td><td>—</td><td>—</td><td></td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Corporate Loans</td><td>(234,430)</td><td>—</td><td>—</td><td>(301,085)</td><td>—</td><td>—</td><td></td></tr><tr><td>Other</td><td>133</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td></td></tr><tr><td></td><td>$ (252,839)</td><td>$ —</td><td>$ —</td><td>$ (325,324)</td><td>$ —</td><td>$ —</td><td></td></tr></table>

(a) Corporate Loans within CLO assets are classified as past due if contractual payments are more than one day past due.

As of December 31, 2019 and 2018, no Loans and Receivables for which the fair value option was elected were past due or in non-accrual status. As of December 31, 2019 and 2018, no Corporate Bonds included within the Assets of Consolidated CLO Vehicles for which the fair value option was elected were past due or in non-accrual status.



## 8. Fair Value Measurements of Financial Instruments

The following tables summarize the valuation of Blackstone’s financial assets and liabilities by the fair value hierarchy:

<table><tr><td rowspan="2"></td><td colspan="6">December 31, 2019</td></tr><tr><td>Level I</td><td>Level II</td><td>Level III</td><td>NAV</td><td>Total</td><td></td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and Cash Equivalents — Money Market Funds and Short-Term Investments</td><td>$ 456,784</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>456,784</td></tr><tr><td>Investments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investments of Consolidated Blackstone Funds (a)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investment Funds</td><td>—</td><td>—</td><td>—</td><td>23,647</td><td>23,647</td><td></td></tr><tr><td>Equity Securities</td><td>31,812</td><td>40,495</td><td>255,900</td><td>—</td><td>328,207</td><td></td></tr><tr><td>Partnership and LLC Interests</td><td>—</td><td>13,116</td><td>418,250</td><td>—</td><td>431,366</td><td></td></tr><tr><td>Debt Instruments</td><td>—</td><td>715,246</td><td>79,381</td><td>—</td><td>794,627</td><td></td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>307</td><td>—</td><td>—</td><td>307</td><td></td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>58</td><td>—</td><td>—</td><td>58</td><td></td></tr><tr><td>Total Return Swaps</td><td>—</td><td>21</td><td>—</td><td>—</td><td>21</td><td></td></tr><tr><td>Other</td><td>—</td><td>4</td><td>—</td><td>—</td><td>4</td><td></td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Corporate Loans</td><td>—</td><td>6,505,720</td><td>295,971</td><td>—</td><td>6,801,691</td><td></td></tr><tr><td>Other</td><td>—</td><td>—</td><td>770</td><td>—</td><td>770</td><td></td></tr><tr><td>Total Investments of Consolidated Blackstone Funds</td><td>31,812</td><td>7,274,967</td><td>1,050,272</td><td>23,647</td><td>8,380,698</td><td></td></tr><tr><td>Corporate Treasury Investments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Equity Securities</td><td>429,527</td><td>—</td><td>—</td><td>—</td><td>429,527</td><td></td></tr><tr><td>Debt Instruments</td><td>297,111</td><td>1,385,582</td><td>26,345</td><td>—</td><td>1,709,038</td><td></td></tr><tr><td>Other</td><td>—</td><td>—</td><td>2,944</td><td>278,078</td><td>281,022</td><td></td></tr><tr><td>Total Corporate Treasury Investments</td><td>726,638</td><td>1,385,582</td><td>29,289</td><td>278,078</td><td>2,419,587</td><td></td></tr><tr><td>Other Investments</td><td>200,478</td><td>—</td><td>—</td><td>7,126</td><td>207,604</td><td></td></tr><tr><td>Total Investments</td><td>958,928</td><td>8,660,549</td><td>1,079,561</td><td>308,851</td><td>11,007,889</td><td></td></tr><tr><td>Accounts Receivable — Loans and Receivables</td><td>—</td><td>—</td><td>500,751</td><td>—</td><td>500,751</td><td></td></tr><tr><td>Other Assets</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>502</td><td>52,627</td><td>—</td><td>—</td><td>53,129</td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>1,231</td><td>—</td><td>—</td><td>1,231</td><td></td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>36</td><td>—</td><td>—</td><td>36</td><td></td></tr><tr><td>Total Other Assets</td><td>502</td><td>53,894</td><td>—</td><td>—</td><td>54,396</td><td></td></tr><tr><td></td><td>$</td><td>$</td><td>$</td><td>$</td><td>$</td><td></td></tr><tr><td></td><td>1,416,214</td><td>8,714,443</td><td>1,580,312</td><td>308,851</td><td>12,019,820</td><td></td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2">Liabilities</td><td colspan="4">December 31, 2019</td></tr><tr><td>Level I</td><td>Level II</td><td>Level III</td><td>Total</td></tr><tr><td>Loans Payable — Liabilities of Consolidated CLO Vehicles (a)</td><td></td><td></td><td></td><td></td></tr><tr><td>Senior Secured Notes (b)</td><td>$ —</td><td>$6,455,016</td><td>$ —</td><td>$6,455,016</td></tr><tr><td>Subordinated Notes (b)</td><td>—</td><td>24,738</td><td>—</td><td>24,738</td></tr><tr><td>Total Loans Payable</td><td>—</td><td>6,479,754</td><td>—</td><td>6,479,754</td></tr><tr><td>Due to Affiliates — Liabilities of Consolidated CLO Vehicles (a)</td><td></td><td></td><td></td><td></td></tr><tr><td>Senior Secured Notes (b)</td><td>—</td><td>57,717</td><td>—</td><td>57,717</td></tr><tr><td>Subordinated Notes (b)</td><td>—</td><td>20,535</td><td>—</td><td>20,535</td></tr><tr><td>Total Due to Affiliates</td><td>—</td><td>78,252</td><td>—</td><td>78,252</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>19,977</td><td>55,569</td><td>—</td><td>75,546</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td></td><td></td><td></td><td></td></tr><tr><td>Liabilities of Consolidated Blackstone Funds — Freestanding Derivatives (a)</td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>1,167</td><td>—</td><td>1,167</td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>960</td><td>—</td><td>960</td></tr><tr><td>Total Return Swaps</td><td>—</td><td>464</td><td>—</td><td>464</td></tr><tr><td>Interest Rate Swaps</td><td>—</td><td>1,728</td><td>—</td><td>1,728</td></tr><tr><td>Other</td><td>—</td><td>2</td><td>—</td><td>2</td></tr><tr><td>Total Liabilities of Consolidated Blackstone Funds</td><td>—</td><td>4,321</td><td>—</td><td>4,321</td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>150</td><td>4,745</td><td>—</td><td>4,895</td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>802</td><td>—</td><td>802</td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>197</td><td>—</td><td>197</td></tr><tr><td>Total Freestanding Derivatives</td><td>150</td><td>5,744</td><td>—</td><td>5,894</td></tr><tr><td>Total Accounts Payable, Accrued Expenses and Other Liabilities</td><td>150</td><td>10,065</td><td>—</td><td>10,215</td></tr><tr><td></td><td>$ 20,127</td><td>$6,623,640</td><td>$ —</td><td>$6,643,767</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2">Assets</td><td colspan="6">December 31, 2018</td></tr><tr><td>Level I</td><td>Level II</td><td>Level III</td><td>NAV</td><td>Total</td><td></td></tr><tr><td>Cash and Cash Equivalents — Money Market Funds and Short-Term Investments</td><td>$ 623,526</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ 623,526</td><td></td></tr><tr><td>Investments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investments of Consolidated Blackstone Funds (a)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investment Funds</td><td>—</td><td>—</td><td>—</td><td>80,726</td><td>80,726</td><td></td></tr><tr><td>Equity Securities</td><td>42,937</td><td>34,946</td><td>201,566</td><td>—</td><td>279,449</td><td></td></tr><tr><td>Partnership and LLC Interests</td><td>—</td><td>7,170</td><td>355,273</td><td>—</td><td>362,443</td><td></td></tr><tr><td>Debt Instruments</td><td>—</td><td>752,622</td><td>133,819</td><td>—</td><td>886,441</td><td></td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>524</td><td>—</td><td>—</td><td>524</td><td></td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>55</td><td>—</td><td>—</td><td>55</td><td></td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Corporate Loans</td><td>—</td><td>6,093,342</td><td>673,358</td><td>—</td><td>6,766,700</td><td></td></tr><tr><td>Total Investments of Consolidated Blackstone Funds</td><td>42,937</td><td>6,888,659</td><td>1,364,016</td><td>80,726</td><td>8,376,338</td><td></td></tr><tr><td>Corporate Treasury Investments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Equity Securities</td><td>233,834</td><td>—</td><td>—</td><td>—</td><td>233,834</td><td></td></tr><tr><td>Debt Instruments</td><td>243,297</td><td>1,444,968</td><td>24,568</td><td>—</td><td>1,712,833</td><td></td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td><td>259,826</td><td>259,826</td><td></td></tr><tr><td>Total Corporate Treasury Investments</td><td>477,131</td><td>1,444,968</td><td>24,568</td><td>259,826</td><td>2,206,493</td><td></td></tr><tr><td>Other Investments</td><td>176,432</td><td>—</td><td>31,617</td><td>7,581</td><td>215,630</td><td></td></tr><tr><td>Total Investments</td><td>696,500</td><td>8,333,627</td><td>1,420,201</td><td>348,133</td><td>10,798,461</td><td></td></tr><tr><td>Accounts Receivable — Loans and Receivables</td><td>—</td><td>—</td><td>304,173</td><td>—</td><td>304,173</td><td></td></tr><tr><td>Other Assets</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>1,274</td><td>42,358</td><td>—</td><td>—</td><td>43,632</td><td></td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>1,286</td><td>—</td><td>—</td><td>1,286</td><td></td></tr><tr><td>Total Other Assets</td><td>1,274</td><td>43,644</td><td>—</td><td>—</td><td>44,918</td><td></td></tr><tr><td></td><td>$1,321,300</td><td>$8,377,271</td><td>$1,724,374</td><td>$348,133</td><td>$11,771,078</td><td></td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2">Liabilities</td><td colspan="4">December 31, 2018</td></tr><tr><td>Level I</td><td>Level II</td><td>Level III</td><td>Total</td></tr><tr><td>Loans Payable — Liabilities of Consolidated CLO Vehicles (a)</td><td></td><td></td><td></td><td></td></tr><tr><td>Senior Secured Notes (b)</td><td>$ —</td><td>$6,473,233</td><td>$ —</td><td>$6,473,233</td></tr><tr><td>Subordinated Notes (b)</td><td>—</td><td>7,478</td><td>—</td><td>7,478</td></tr><tr><td>Total Loans Payable</td><td>—</td><td>6,480,711</td><td>—</td><td>6,480,711</td></tr><tr><td>Due to Affiliates — Liabilities of Consolidated CLO Vehicles (a)</td><td></td><td></td><td></td><td></td></tr><tr><td>Senior Secured Notes (b)</td><td>—</td><td>3,201</td><td>—</td><td>3,201</td></tr><tr><td>Subordinated Notes (b)</td><td>—</td><td>52,811</td><td>—</td><td>52,811</td></tr><tr><td>Total Due to Affiliates</td><td>—</td><td>56,012</td><td>—</td><td>56,012</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>35,959</td><td>106,658</td><td>—</td><td>142,617</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td></td><td></td><td></td><td></td></tr><tr><td>Liabilities of Consolidated Blackstone Funds — Freestanding Derivatives (a) Foreign Currency Contracts</td><td>—</td><td>164</td><td>—</td><td>164</td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>5,710</td><td>—</td><td>5,710</td></tr><tr><td>Total Return Swaps</td><td>—</td><td>1,855</td><td>—</td><td>1,855</td></tr><tr><td>Interest Rate Swaps</td><td>—</td><td>311</td><td>—</td><td>311</td></tr><tr><td>Total Liabilities of Consolidated Blackstone Funds</td><td>—</td><td>8,040</td><td>—</td><td>8,040</td></tr><tr><td>Freestanding Derivatives</td><td></td><td></td><td></td><td></td></tr><tr><td>Interest Rate Contracts</td><td>3,080</td><td>36,084</td><td>—</td><td>39,164</td></tr><tr><td>Foreign Currency Contracts</td><td>—</td><td>1,636</td><td>—</td><td>1,636</td></tr><tr><td>Credit Default Swaps</td><td>—</td><td>4,004</td><td>—</td><td>4,004</td></tr><tr><td>Total Freestanding Derivatives</td><td>3,080</td><td>41,724</td><td>—</td><td>44,804</td></tr><tr><td>Total Accounts Payable, Accrued Expenses and Other Liabilities</td><td>3,080</td><td>49,764</td><td>—</td><td>52,844</td></tr><tr><td></td><td>$ 39,039</td><td>$6,693,145</td><td>$ —</td><td>$6,732,184</td></tr></table>

(a) Pursuant to GAAP consolidation guidance, Blackstone is required to consolidate all VIEs in which it has been identified as the primary beneficiary, including certain CLO vehicles, and other funds in which a consolidated entity of Blackstone, such as the general partner of the fund, has a controlling financial interest. While Blackstone is required to consolidate certain funds, including CLO vehicles, for GAAP purposes, Blackstone has no ability to utilize the assets of these funds and there is no recourse to Blackstone for their liabilities since these are client assets and liabilities.

(b) Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of CLO assets less (1) the fair value of any beneficial interests held by Blackstone, and (2) the carrying value of any beneficial interests that represent compensation for services.



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2019:

<table><tr><td>Financial Assets</td><td>Fair Value</td><td>Valuation Techniques</td><td>Unobservable Inputs</td><td>Ranges</td><td>Weighted Average (a)</td></tr><tr><td>Investments of Consolidated Blackstone Funds</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Equity Securities</td><td>$ 198,094</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>7.2% - 40.2%</td><td>13.1%</td></tr><tr><td></td><td></td><td></td><td>Revenue CAGR</td><td>0.0% - 25.4%</td><td>9.1%</td></tr><tr><td></td><td></td><td></td><td>Book Value Multiple</td><td>0.9x - 10.0x</td><td>6.4x</td></tr><tr><td></td><td></td><td></td><td>EBITDA Multiple</td><td>1.1x - 13.5x</td><td>8.3x</td></tr><tr><td></td><td></td><td></td><td>Exit Capitalization Rate</td><td>5.0% - 11.4%</td><td>7.9%</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - EBITDA</td><td>0.1x - 17.0x</td><td>9.5x</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - NOI</td><td>14.3x</td><td>N/A</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - P/E</td><td>17.0x</td><td>N/A</td></tr><tr><td></td><td>471</td><td>Market Comparable Companies</td><td>Book Value Multiple</td><td>1.1x</td><td>N/A</td></tr><tr><td></td><td>30,250</td><td>Other</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>26,958</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>127</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Partnership and LLC Interests</td><td>367,308</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>0.9% - 26.5%</td><td>9.2%</td></tr><tr><td></td><td></td><td></td><td>Revenue CAGR</td><td>-4.3% -</td><td></td></tr><tr><td></td><td></td><td></td><td>Book Value Multiple</td><td>26.3%</td><td>17.1%</td></tr><tr><td></td><td></td><td></td><td>EBITDA Multiple</td><td>1.0x - 1.1x</td><td>1.1x</td></tr><tr><td></td><td></td><td></td><td>Exit Capitalization Rate</td><td>6.5x - 14.0x</td><td>9.8x</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - EBITDA</td><td>2.0% - 27.0%</td><td>5.8%</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - NOI</td><td>3.5x - 18.6x</td><td>10.2x</td></tr><tr><td></td><td></td><td></td><td>Book Value Multiple</td><td>13.0x - 15.7x</td><td>14.6x</td></tr><tr><td></td><td>3,330</td><td>Market Comparable Companies</td><td>Book Value Multiple</td><td>1.2x</td><td>N/A</td></tr><tr><td></td><td></td><td></td><td>Dollar/Acre Multiple</td><td>12.0x</td><td>N/A</td></tr><tr><td></td><td>2,637</td><td>Other</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>44,975</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Debt Instruments</td><td>8,628</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>7.1% - 58.2%</td><td>12.1%</td></tr><tr><td></td><td></td><td></td><td>Exit Capitalization Rate</td><td>5.5% - 8.0%</td><td>6.7%</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - EBITDA</td><td>6.5x</td><td>N/A</td></tr><tr><td></td><td>69,620</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>1,133</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td>296,741</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Total Investments of Consolidated Blackstone Funds</td><td>1,050,272</td><td></td><td></td><td></td><td></td></tr></table>

continued ...



The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2">Corporate Treasury Investments</td><td rowspan="2">Fair Value</td><td rowspan="2">Valuation Techniques</td><td colspan="2">Unobservable Inputs</td><td rowspan="2">Ranges</td><td rowspan="2">Weighted Average (a)</td></tr><tr><td>Discount Rate</td><td>3.2% - 7.1%</td></tr><tr><td></td><td>$ 10,332</td><td>Discounted Cash Flows</td><td>Default Rate</td><td>2.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Pre-payment Rate</td><td>20.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Lag</td><td>12 Months</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Rate</td><td>8.0% - 70.0%</td><td>67.9%</td><td></td></tr><tr><td></td><td></td><td></td><td>Reinvestment Rate</td><td>LIBOR + 400 bps</td><td>N/A</td><td></td></tr><tr><td></td><td>2,944</td><td>Market Comparable Companies</td><td>EBITDA Multiple</td><td>6.2x - 8.8x</td><td>8.1x</td><td></td></tr><tr><td></td><td>16,013</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td><td></td></tr><tr><td>Loans and Receivables</td><td>406,498</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>5.2% - 9.8%</td><td>7.7%</td><td></td></tr><tr><td></td><td>94,253</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td><td></td></tr><tr><td></td><td>$ 1,580,312</td><td></td><td></td><td></td><td></td><td></td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2018:

<table><tr><td>Financial Assets</td><td>Fair Value</td><td>Valuation Techniques</td><td>Unobservable Inputs</td><td>Ranges</td><td>Weighted-Average (a)</td></tr><tr><td>Investments of Consolidated Blackstone Funds</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td rowspan="6">Equity Securities</td><td rowspan="6">$ 138,725</td><td rowspan="6">Discounted Cash Flows</td><td>Discount Rate</td><td>7.1% - 26.1%</td><td>12.6%</td></tr><tr><td>Revenue CAGR</td><td>-0.8% - 32.4%</td><td>6.6%</td></tr><tr><td>Book Value Multiple</td><td>0.9x - 9.5x</td><td>8.3x</td></tr><tr><td>Exit Capitalization Rate</td><td>5.0% - 11.4%</td><td>8.0%</td></tr><tr><td>Exit Multiple - EBITDA</td><td>0.1x - 17.5x</td><td>10.3x</td></tr><tr><td>Exit Multiple - NOI</td><td>12.8x</td><td>N/A</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - P/E</td><td>17.0x</td><td>N/A</td></tr><tr><td></td><td>21,050</td><td>Market Comparable Companies</td><td>Book Value Multiple</td><td>0.8x - 8.0x</td><td>1.3x</td></tr><tr><td></td><td></td><td></td><td>Dollar/Acre Multiple</td><td>$7.0 - $44.1</td><td>$32.9</td></tr><tr><td></td><td>21,492</td><td>Other</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>20,250</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>49</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Partnership and LLC Interests</td><td>295,251</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>4.1% - 26.5%</td><td>9.7%</td></tr><tr><td></td><td></td><td></td><td>Revenue CAGR</td><td>-1.1% - 48.4%</td><td>26.9%</td></tr><tr><td></td><td></td><td></td><td>Book Value Multiple</td><td>8.5x - 9.3x</td><td>9.2x</td></tr><tr><td></td><td></td><td></td><td>Exit Capitalization Rate</td><td>2.9% - 15.0%</td><td>6.3%</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - EBITDA</td><td>0.1x - 15.3x</td><td>10.0x</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - NOI</td><td>13.3x</td><td>N/A</td></tr><tr><td></td><td>9,444</td><td>Market Comparable Companies</td><td>Book Value Multiple</td><td>1.1x</td><td>N/A</td></tr><tr><td></td><td></td><td></td><td>Dollar/Acre Multiple</td><td>$5.3 - $12.0</td><td>$7.5</td></tr><tr><td></td><td>9,390</td><td>Other</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>41,188</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Debt Instruments</td><td>8,342</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>7.0% - 19.3%</td><td>9.8%</td></tr><tr><td></td><td></td><td></td><td>Revenue CAGR</td><td>0.7%</td><td>N/A</td></tr><tr><td></td><td></td><td></td><td>Exit Multiple - EBITDA</td><td>6.5x</td><td>N/A</td></tr><tr><td></td><td>120,843</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td></td><td>4,634</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Assets of Consolidated CLO Vehicles</td><td>41</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>5.0%</td><td>N/A</td></tr><tr><td></td><td>673,317</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td></tr><tr><td>Total Investments of Consolidated Blackstone Funds</td><td>1,364,016</td><td></td><td></td><td></td><td></td></tr></table>

continued ...



The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2">Corporate Treasury Investments</td><td rowspan="2">Fair Value</td><td rowspan="2">Valuation Techniques</td><td colspan="2">Unobservable Inputs</td><td rowspan="2">Ranges</td><td rowspan="2">Weighted-Average (a)</td></tr><tr><td>Discount Rate</td><td>4.4% - 7.5%</td></tr><tr><td></td><td>$ 7,947</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>2.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Default Rate</td><td>2.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Pre-payment Rate</td><td>20.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Lag</td><td>12 Months - 21 Months</td><td>13 Months</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td>17.5% - 70.0%</td><td>67.7%</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Rate</td><td>N/A</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Reinvestment Rate</td><td>LIBOR + 400 bps</td><td>N/A</td><td></td></tr><tr><td></td><td>16,621</td><td>Third Party Pricing</td><td>N/A</td><td>N/A</td><td>N/A</td><td></td></tr><tr><td>Loans and Receivables</td><td>304,173</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>6.1% - 12.8%</td><td>8.7%</td><td></td></tr><tr><td>Other Investments</td><td>26,631</td><td>Discounted Cash Flows</td><td>Discount Rate</td><td>1.0% - 15.0%</td><td>2.8%</td><td></td></tr><tr><td></td><td></td><td></td><td>Default Rate</td><td>2.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Pre-payment Rate</td><td>20.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Lag</td><td>12 Months</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Recovery Rate</td><td>70.0%</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td>Reinvestment Rate</td><td>LIBOR + 400 bps</td><td>N/A</td><td></td></tr><tr><td></td><td>4,986</td><td>Transaction Price</td><td>N/A</td><td>N/A</td><td>N/A</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

N/A Not applicable.

CAGR Compound annual growth rate.

EBITDA Earnings before interest, taxes, depreciation and amortization.

Exit Multiple Ranges include the last twelve months EBITDA, forward EBITDA and price/earnings exit multiples.

LIBOR London Interbank Offered Rate.

NOI Net operating income.

P/E Price-earnings ratio.

Third Party Pricing Third Party Pricing is generally determined on the basis of unadjusted prices between market participants provided by reputable dealers or pricing services.

Transaction Price Includes recent acquisitions or transactions.

(a) Unobservable inputs were weighted based on the fair value of the investments included in the range.

The significant unobservable inputs used in the fair value measurement of corporate treasury investments, debt instruments and other investments as of the reporting date are discount rates, default rates, recovery rates, recovery lag, pre-payment rates and reinvestment rates. Increases (decreases) in any of the discount rates, default rates, recovery lag and pre-payment rates in isolation would have resulted in a lower (higher) fair value measurement. Increases (decreases) in any of the recovery rates and reinvestment rates in isolation would have resulted in a higher (lower) fair value measurement. Generally, a change in the assumption used for default rates may be accompanied by a directionally similar change in the assumption used for recovery lag and a directionally opposite change in the assumption used for recovery rates and pre-payment rates.

The significant unobservable inputs used in the fair value measurement of equity securities, partnership and limited liability company (“LLC”) interests, debt instruments, assets of consolidated CLO vehicles and loans and receivables are discount rates, exit capitalization rates, exit multiples, EBITDA multiples and revenue compound annual growth rates. Increases (decreases) in any of discount rates and exit capitalization rates in isolation could have resulted in a lower (higher) fair value measurement. Increases (decreases) in any of exit multiples and revenue compound annual growth rates in isolation could have resulted in a higher (lower) fair value measurement.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Since December 31, 2018, there have been no changes in valuation techniques within Level II and Level III that have had a material impact on the valuation of financial instruments.

The following tables summarize the changes in financial assets and liabilities measured at fair value for which Blackstone has used Level III inputs to determine fair value and does not include gains or losses that were reported in Level III in prior years or for instruments that were transferred out of Level III prior to the end of the respective reporting period. Total realized and unrealized gains and losses recorded for Level III investments are reported in either Investment Income (Loss) or Net Gains from Fund Investment Activities in the Consolidated Statements of Operations.

Level III Financial Assets at Fair Value

<table><tr><td rowspan="3"></td><td colspan="10">Year Ended December 31,</td></tr><tr><td colspan="5">2019</td><td colspan="5">2018</td></tr><tr><td>Investments of Consolidated Funds</td><td>Loans and Receivables</td><td>Other Investments (a)</td><td>Total</td><td>Investments of Consolidated Funds</td><td>Loans and Receivables</td><td>Other Investments (a</td><td>Total</td><td></td><td></td></tr><tr><td>Balance, Beginning of Period</td><td>$ 1,364,016</td><td>$ 304,173</td><td>$ 56,185</td><td>$ 1,724,374</td><td>$ 1,029,371</td><td>$ 239,659</td><td>$ 119,642</td><td>$ 1,388,672</td><td></td><td></td></tr><tr><td>Transfer In Due to Consolidation and Acquisition</td><td>—</td><td>—</td><td>—</td><td>—</td><td>50,043</td><td>—</td><td>—</td><td>50,043</td><td></td><td></td></tr><tr><td>Transfer Out Due to Deconsolidation</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(217,182)</td><td>—</td><td>—</td><td>(217,182)</td><td></td><td></td></tr><tr><td>Transfer In to Level III (b)</td><td>154,046</td><td>—</td><td>29,941</td><td>183,987</td><td>190,497</td><td>—</td><td>8,484</td><td>198,981</td><td></td><td></td></tr><tr><td>Transfer Out of Level III (b)</td><td>(507,546)</td><td>—</td><td>(40,426)</td><td>(547,972)</td><td>(127,829)</td><td>—</td><td>(56,534)</td><td>(184,363)</td><td></td><td></td></tr><tr><td>Purchases</td><td>510,516</td><td>1,037,019</td><td>18,816</td><td>1,566,351</td><td>862,844</td><td>1,016,838</td><td>28,041</td><td>1,907,723</td><td></td><td></td></tr><tr><td>Sales</td><td>(536,156)</td><td>(834,145)</td><td>(34,905)</td><td>(1,405,206)</td><td>(457,824)</td><td>(953,538)</td><td>(43,213)</td><td>(1,454,575)</td><td></td><td></td></tr><tr><td>Settlements</td><td>—</td><td>(21,262)</td><td>—</td><td>(21,262)</td><td>—</td><td>(22,285)</td><td>(73)</td><td>(22,358)</td><td></td><td></td></tr><tr><td>Changes in Gains (Losses) Included in Earnings</td><td>65,396</td><td>14,966</td><td>(322)</td><td>80,040</td><td>34,096</td><td>23,499</td><td>(162)</td><td>57,433</td><td></td><td></td></tr><tr><td>Balance, End of Period</td><td>$ 1,050,272</td><td>$ 500,751</td><td>$ 29,289</td><td>$ 1,580,312</td><td>$ 1,364,016</td><td>$ 304,173</td><td>$ 56,185</td><td>$ 1,724,374</td><td></td><td></td></tr><tr><td>Changes in Unrealized Gains (Losses) Included in Earnings Related to Financial Assets Still Held at the Reporting Date</td><td>$ 33,721</td><td>$ (6,533)</td><td>$ 588</td><td>$ 27,776</td><td>$ (4,378)</td><td>$ —</td><td>$ 2,439</td><td>$ (1,939)</td><td></td><td></td></tr></table>

(a) Represents corporate treasury investments and Other Investments.

(b) Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.

There were no Level III financial liabilities as of and for the year ended December 31, 2019 and 2018.

## 9. Variable Interest Entities

Pursuant to GAAP consolidation guidance, Blackstone consolidates certain VIEs in which it is determined that Blackstone is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-focused or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance-based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds have similar characteristics, including loss of invested capital and loss of management fees and performance-based fees. In Blackstone's role as general partner, collateral manager or investment adviser, it generally considers itself the sponsor of the applicable Blackstone Fund. Blackstone does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The assets of consolidated variable interest entities may only be used to settle obligations of these entities. In addition, there is no recourse to Blackstone for the consolidated VIEs' liabilities including the liabilities of the consolidated CLO vehicles.

Blackstone holds variable interests in certain VIEs which are not consolidated as it is determined that Blackstone is not the primary beneficiary. Blackstone’s involvement with such entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by Blackstone relating to non-consolidated VIEs and any clawback obligation relating to previously distributed Performance Allocations. Blackstone’s maximum exposure to loss relating to non-consolidated VIEs were as follows:

<table><tr><td></td><td>December 31, 2019</td><td>December 31, 2018</td></tr><tr><td>Investments</td><td>$ 1,216,932</td><td>$ 942,700</td></tr><tr><td>Due from Affiliates</td><td>143,949</td><td>254,744</td></tr><tr><td>Potential Clawback Obligation</td><td>109,240</td><td>159,691</td></tr><tr><td>Maximum Exposure to Loss</td><td>$ 1,470,121</td><td>$ 1,357,135</td></tr><tr><td>Amounts Due to Non-Consolidated VIEs</td><td>$ 231</td><td>$ 207</td></tr></table>

## 10. Repurchase Agreements

At December 31, 2019 and 2018, Blackstone pledged securities with a carrying value of $196.1 million and $279.5 million, respectively, and cash, to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.

The following tables provide information regarding Blackstone’s Repurchase Agreements obligation by type of collateral pledged:

<table><tr><td rowspan="3"></td><td colspan="5">December 31, 2019</td></tr><tr><td colspan="5">Remaining Contractual Maturity of the Agreements</td></tr><tr><td>Overnight and Continuous</td><td>Up to 30 Days</td><td>30 - 90 Days</td><td>Greater than 90 days</td><td>Total</td></tr><tr><td>Repurchase Agreements</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Asset-Backed Securities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td>$ —</td><td>$ 42,459</td><td>$ 88,868</td><td>$ 22,791</td><td>154,118</td></tr><tr><td>Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 12. “Offsetting of Assets and Liabilities”</td><td></td><td></td><td></td><td></td><td>$ 154,118</td></tr><tr><td>Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 12. “Offsetting of Assets and Liabilities”</td><td></td><td></td><td></td><td></td><td>$ —</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="3"></td><td colspan="5">December 31, 2018</td></tr><tr><td colspan="5">Remaining Contractual Maturity of the Agreements</td></tr><tr><td>Overnight and Continuous</td><td>Up to 30 Days</td><td>30 - 90 Days</td><td>Greater than 90 days</td><td>Total</td></tr><tr><td>Repurchase Agreements</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Asset-Backed Securities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

## 11. Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities

Other Assets consists of the following:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Furniture, Equipment and Leasehold Improvements</td><td>$ 417,373</td><td>$ 360,571</td></tr><tr><td>Less: Accumulated Depreciation</td><td>(262,891)</td><td>(240,199)</td></tr><tr><td>Furniture, Equipment and Leasehold Improvements, Net</td><td>154,482</td><td>120,372</td></tr><tr><td>Prepaid Expenses</td><td>159,333</td><td>110,732</td></tr><tr><td>Freestanding Derivatives</td><td>54,396</td><td>44,918</td></tr><tr><td>Other</td><td>14,282</td><td>18,226</td></tr><tr><td></td><td>$ 382,493</td><td>$ 294,248</td></tr></table>

Depreciation expense of $26.3 million, $23.9 million and $25.2 million related to furniture, equipment and leasehold improvements for the years ended December 31, 2019, 2018 and 2017, respectively, is included in General, Administrative and Other in the Consolidated Statements of Operations.

Accounts Payable, Accrued Expenses and Other Liabilities includes $2.2 million and $15.6 million as of December 31, 2019 and 2018, respectively, relating to redemptions that were legally payable to investors of the consolidated Blackstone Funds and $298.3 million and $311.4 million, respectively, of payables relating to unsettled purchases.



## 12. Offsetting of Assets and Liabilities

The following tables present the offsetting of assets and liabilities as of December 31, 2019 and 2018:

<table><tr><td rowspan="3"></td><td colspan="6">December 31, 2019</td></tr><tr><td rowspan="2">Gross and Net Amounts of Assets Presented in the Statement of Financial Condition</td><td colspan="3">Gross Amounts Not Offset in the Statement of Financial Condition</td><td rowspan="2">Net Amount</td><td></td></tr><tr><td>Financial Instruments (a)</td><td>Cash Collateral Received</td><td></td><td></td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Freestanding Derivatives</td><td>$ 54,479</td><td>$ 380</td><td>$ —</td><td>$ —</td><td>$ 54,099</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="4"></td><td colspan="6">December 31, 2018</td></tr><tr><td rowspan="2">Gross and Net Amounts of Liabilities Presented in the Statement of Financial Condition</td><td colspan="3">Gross Amounts Not Offset in the Statement of Financial Condition</td><td rowspan="2">Net Amount</td><td></td></tr><tr><td>Financial Instruments</td><td>Cash Collateral Pledged</td><td></td><td></td></tr><tr><td>Gross and Net Amounts of Liabilities Presented in the Statement of Financial Condition</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Liabilities</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Freestanding Derivatives</td><td>$ 52,844</td><td>$ 35,905</td><td>$ 15,377</td><td>$ 1,562</td><td></td><td></td></tr><tr><td>Repurchase Agreements</td><td>222,202</td><td>222,202</td><td>—</td><td>—</td><td></td><td></td></tr><tr><td></td><td></td><td>$</td><td>$</td><td>$</td><td></td><td></td></tr><tr><td></td><td>275,046</td><td>258,107</td><td>15,377</td><td>1,562</td><td></td><td></td></tr></table>

(a) Amounts presented are inclusive of both legally enforceable master netting agreements, and financial instruments received or pledged as collateral. Financial instruments received or pledged as collateral offset derivative counterparty risk exposure, but do not reduce net balance sheet exposure.

Repurchase Agreements are presented separately on the Statements of Financial Condition. Freestanding Derivative assets are included in Other Assets in the Statements of Financial Condition. See Note 11. "Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities" for the components of Other Assets.

Freestanding Derivative liabilities are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition and are not a significant component thereof.

## Notional Pooling Arrangement

Blackstone has a notional cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdrafts is used as a basis for calculating net interest expense or income. As of December 31, 2019, the aggregate cash balance on deposit relating to the cash pooling arrangement was $1.0 billion, which was offset with an accompanying overdraft of $1.0 billion.

## 13. Borrowings

On April 10, 2019, Blackstone, through its indirect subsidiary Blackstone Holdings Finance Co. L.L.C. (the "Issuer"), issued € 600 million aggregate principal amount of Senior Notes due April 10, 2029 (the "2029 Notes"). The 2029 Notes have an interest rate of 1.500% per annum, accruing from April 10, 2019. Interest on the 2029 Notes is payable annually in arrears on April 10 of each year, commencing on April 10, 2020.

On September 3, 2019, Blackstone, through the Issuer, commenced a cash tender offer (the "Tender Offer") for any and all of its 5.875% Senior Notes maturing on March 15, 2021 (the "2021 Notes"). On September 9, 2019, the Tender Offer expired and $175.0 million aggregate principal amount of the 2021 Notes were validly tendered for payment. Payment for the tendered notes was made on September 10, 2019.

On September 10, 2019, the Issuer exercised its rights under the optional redemption provisions of the 2021 Notes to notice all of the outstanding 2021 Notes, that were not previously tendered in the Tender Offer, for redemption. On October 10, 2019, the Issuer redeemed all such remaining 2021 Notes.

On September 10, 2019, the Issuer issued $500 million aggregate principal amount of senior notes maturing January 10, 2030 (the "2030 Notes") and $400 million aggregate principal amount of senior notes maturing September 10, 2049 (the "2049 Notes"). The 2030 Notes have an interest rate of 2.500% per annum, accruing from



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

September 10, 2019. The 2049 Notes have an interest rate of 3.500% per annum, accruing from September 10, 2019. Interest on the 2030 Notes is payable semi-annually in arrears on January 10 and July 10 of each year, commencing on January 10, 2020. Interest on the 2049 Notes is payable semi-annually in arrears on March 10 and September 10 of each year, commencing on March 10, 2020.

The 2029 Notes, 2030 Notes and 2049 Notes are unsecured and unsubordinated obligations of the Issuer. The 2029 Notes, 2030 Notes and 2049 Notes are fully and unconditionally guaranteed, joint and severally, by The Blackstone Group Inc. and its indirect subsidiaries, Blackstone Holdings Partnerships (the "Guarantors"). The guarantees are unsecured and unsubordinated obligations of the Guarantors. Transaction costs related to the issuance of the 2029 Notes, 2030 Notes and 2049 Notes have been capitalized and are being amortized over the life of the 2029 Notes, 2030 Notes and 2049 Notes.

Blackstone borrows and enters into credit agreements for its general operating and investment purposes and certain Blackstone Funds borrow to meet financing needs of their operating and investing activities. Borrowing facilities have been established for the benefit of selected Blackstone Funds. When a Blackstone Fund borrows from the facility in which it participates, the proceeds from the borrowing are strictly limited for its intended use by the borrowing fund and not available for other Blackstone purposes. Blackstone’s credit facilities consist of the following:

<table><tr><td rowspan="3"></td><td colspan="6">December 31,</td></tr><tr><td colspan="3">2019</td><td colspan="3">2018</td></tr><tr><td>Credit Available</td><td>Borrowing Outstanding</td><td>Effective Interest Rate</td><td>Credit Available</td><td>Borrowing Outstanding</td><td>Effective Interest Rate</td></tr><tr><td>Revolving Credit Facility (a)</td><td>$ 1,600,000</td><td>$ —</td><td>—</td><td>$ 1,600,000</td><td>$ —</td><td>—</td></tr><tr><td>Blackstone Issued Senior Notes (b)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5.875%, Due 3/15/2021</td><td>—</td><td>—</td><td>—</td><td>400,000</td><td>400,000</td><td>6.01%</td></tr><tr><td>4.750%, Due 2/15/2023</td><td>400,000</td><td>400,000</td><td>5.08%</td><td>400,000</td><td>400,000</td><td>5.08%</td></tr><tr><td>2.000%, Due 5/19/2025</td><td>336,390</td><td>336,390</td><td>2.12%</td><td>344,010</td><td>344,010</td><td>2.14%</td></tr><tr><td>1.000%, Due 10/5/2026</td><td>672,780</td><td>672,780</td><td>1.13%</td><td>688,020</td><td>688,020</td><td>1.14%</td></tr><tr><td>3.150%, Due 10/2/2027</td><td>300,000</td><td>300,000</td><td>3.30%</td><td>300,000</td><td>300,000</td><td>3.30%</td></tr><tr><td>1.500%, Due 4/10/2029</td><td>672,780</td><td>672,780</td><td>1.70%</td><td>—</td><td>—</td><td>—</td></tr><tr><td>2.500%, Due 1/10/2030</td><td>500,000</td><td>500,000</td><td>2.71%</td><td>—</td><td>—</td><td>—</td></tr><tr><td>6.250%, Due 8/15/2042</td><td>250,000</td><td>250,000</td><td>6.65%</td><td>250,000</td><td>250,000</td><td>6.65%</td></tr><tr><td>5.000%, Due 6/15/2044</td><td>500,000</td><td>500,000</td><td>5.16%</td><td>500,000</td><td>500,000</td><td>5.16%</td></tr><tr><td>4.450%, Due 7/15/2045</td><td>350,000</td><td>350,000</td><td>4.56%</td><td>350,000</td><td>350,000</td><td>4.56%</td></tr><tr><td>4.000%, Due 10/2/2047</td><td>300,000</td><td>300,000</td><td>4.20%</td><td>300,000</td><td>300,000</td><td>4.20%</td></tr><tr><td>3.500%, Due 9/10/2049</td><td>400,000</td><td>400,000</td><td>3.61%</td><td>—</td><td>—</td><td>—</td></tr><tr><td></td><td>6,281,950</td><td>4,681,950</td><td></td><td>5,132,030</td><td>3,532,030</td><td></td></tr><tr><td>Blackstone Fund Facilities (c)</td><td>113</td><td>113</td><td>3.68%</td><td>—</td><td>—</td><td>—</td></tr><tr><td>CLO Vehicles (d)</td><td>6,859,535</td><td>6,859,535</td><td>3.55%</td><td>6,863,285</td><td>6,863,285</td><td>4.20%</td></tr><tr><td></td><td>$ 13,141,598</td><td>$ 1,541,598</td><td></td><td>$ 11,995,315</td><td>$ 10,395,315</td><td></td></tr></table>

(a) The Issuer has a credit facility (the "Credit Facility") with Citibank, N.A., as Administrative Agent in the amount of $1.6 billion with a maturity date of September 21, 2023. Interest on the borrowings is based on an adjusted LIBOR rate or alternate base rate, in each case plus a margin, and undrawn commitments bear a commitment fee of 0.06%. The margin above adjusted LIBOR used to calculate the interest on borrowings was 0.75% as of December 31, 2019 and 2018. The margin is subject to change based on Blackstone's credit rating. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. The Borrowing Outstanding at each date represent outstanding but undrawn letters of credit against the credit facility.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

(b) The Issuer has issued long-term borrowings in the form of senior notes (the "Notes"). The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed, jointly and severally, by Blackstone, Blackstone Holdings (the "Guarantors"), and the Issuer. The guarantees are unsecured and unsubordinated obligations of the Guarantors. Transaction costs related to the issuance of the Notes have been deducted from the Note liability and are being amortized over the life of the Notes. The indentures include covenants, including limitations on the Issuer's and the Guarantors' ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The indentures also provide for events of default and further provide that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable. All or a portion of the Notes may be redeemed at the Issuer's option in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the holders of the Notes may require the Issuer to repurchase the Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

(c) Represents borrowing facilities for the various consolidated Blackstone Funds used to meet liquidity and investing needs. Certain borrowings under these facilities were used for bridge financing and general liquidity purposes. Other borrowings were used to finance the purchase of investments with the borrowing remaining in place until the disposition or refinancing event. Such borrowings have varying maturities and are rolled over until the disposition or a refinancing event. Because the timing of such events is unknown and may occur in the near term, these borrowings are considered short-term in nature. Borrowings bear interest at spreads to market rates. Borrowings were secured according to the terms of each facility and are generally secured by the investment purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective fund. Certain facilities have commitment fees. When a fund borrows, the proceeds are available only for use by that fund and are not available for the benefit of other funds. Collateral within each fund is also available only against the borrowings by that fund and not against the borrowings of other funds.

(d) Represents borrowings due to the holders of debt securities issued by CLO vehicles consolidated by Blackstone. These amounts are included within Loans Payable and Due to Affiliates within the Consolidated Statements of Financial Condition.

The following table presents the general characteristics of each of our notes, as well as their carrying value and fair value. The notes are included in Loans Payable within the Consolidated Statements of Financial Condition. All of the notes were issued at a discount. All of the notes accrue interest from the issue date thereof and all pay interest in arrears on a semi-annual basis or annual basis.



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="4">Senior Notes</td><td colspan="5">December 31,</td></tr><tr><td colspan="3">2019</td><td colspan="2">2018</td></tr><tr><td colspan="2">Carrying Value</td><td>Fair Value (a)</td><td colspan="2">Carrying Value</td></tr><tr><td>$ —</td><td>$ —</td><td>$ 398,947</td><td>$ 421,720</td><td></td></tr><tr><td>5.875%, Due 3/15/2021</td><td>396,247</td><td>429,280</td><td>395,166</td><td>417,600</td><td></td></tr><tr><td>4.750%, Due 2/15/2023</td><td>332,393</td><td>365,521</td><td>339,959</td><td>352,197</td><td></td></tr><tr><td>2.000%, Due 5/19/2025</td><td>664,229</td><td>691,012</td><td>679,193</td><td>647,564</td><td></td></tr><tr><td>1.000%, Due 10/5/2026</td><td>297,046</td><td>309,540</td><td>296,717</td><td>285,030</td><td></td></tr><tr><td>3.150%, Due 10/2/2027</td><td>667,425</td><td>708,841</td><td>—</td><td>—</td><td></td></tr><tr><td>1.500%, Due 4/10/2029</td><td>489,841</td><td>493,500</td><td>—</td><td>—</td><td></td></tr><tr><td>2.500%, Due 1/10/2030</td><td>238,437</td><td>338,200</td><td>238,221</td><td>289,225</td><td></td></tr><tr><td>6.250%, Due 8/15/2042</td><td>488,968</td><td>606,700</td><td>488,747</td><td>490,150</td><td></td></tr><tr><td>5.000%, Due 6/15/2044</td><td>344,157</td><td>396,235</td><td>344,038</td><td>329,770</td><td></td></tr><tr><td>4.450%, Due 7/15/2045</td><td>290,344</td><td>321,780</td><td>290,163</td><td>262,800</td><td></td></tr><tr><td>4.000%, Due 10/2/2047</td><td>391,769</td><td>399,961</td><td>—</td><td>—</td><td></td></tr><tr><td>3.500%, Due 9/10/2049</td><td>$ 4,600,856</td><td>$ 5,060,570</td><td>$ 3,471,151</td><td>$ 3,496,056</td><td></td></tr></table>

(a) Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.

Included within Loans Payable and Due to Affiliates within the Consolidated Statements of Financial Condition are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. Borrowings through the consolidated CLO vehicles consisted of the following:

<table><tr><td rowspan="4"></td><td colspan="6">December 31,</td></tr><tr><td colspan="3">2019</td><td colspan="3">2018</td></tr><tr><td rowspan="2">Borrowing Outstanding</td><td rowspan="2">Effective Interest Rate</td><td rowspan="2">Weighted-Average Remaining Maturity in Years</td><td rowspan="2">Borrowing Outstanding</td><td rowspan="2">Effective Interest Rate</td><td rowspan="2">Weighted-Average Remaining Maturity in Years</td></tr><tr></tr><tr><td>Senior Secured Notes</td><td>$ 6,527,800</td><td>3.55%</td><td>3.5</td><td>$ 6,531,550</td><td>4.20%</td><td>7.5</td></tr><tr><td>Subordinated Notes</td><td>331,735</td><td>(a)</td><td>N/A</td><td>331,735</td><td>(a)</td><td>N/A</td></tr><tr><td></td><td>$ 6,859,535</td><td></td><td></td><td>$ 6,863,285</td><td></td><td></td></tr></table>

(a) The Subordinated Notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the CLO vehicles.



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Senior Secured Notes and Subordinated Notes comprise the following amounts:

<table><tr><td rowspan="4"></td><td colspan="8">December 31,</td></tr><tr><td colspan="4">2019</td><td colspan="4">2018</td></tr><tr><td colspan="4">Amounts Due to Non-</td><td colspan="4">Amounts Due to Non-</td></tr><tr><td colspan="4">Consolidated Affiliates</td><td colspan="4">Consolidated Affiliates</td></tr><tr><td></td><td>Fair Value</td><td>Borrowing Outstanding</td><td>Fair Value</td><td>Fair Value</td><td>Borrowing Outstanding</td><td>Fair Value</td><td></td><td></td></tr><tr><td>Senior Secured Notes</td><td>$ 6,512,733</td><td>$ 57,750</td><td>$ 57,717</td><td>$ 6,476,434</td><td>$ 3,250</td><td>$ 3,201</td><td></td><td></td></tr><tr><td>Subordinated Notes</td><td>45,273</td><td>44,734</td><td>20,535</td><td>60,289</td><td>111,659</td><td>52,811</td><td></td><td></td></tr><tr><td></td><td>$ 6,558,006</td><td>$ 102,484</td><td>$ 78,252</td><td>$ 6,536,723</td><td>$ 114,909</td><td>$ 56,012</td><td></td><td></td></tr></table>

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. This collateral consisted of Cash, Corporate Loans, Corporate Bonds and other securities. As of December 31, 2019 and 2018, the fair value of the consolidated CLO assets was $7.2 billion and $7.1 billion, respectively.

As part of Blackstone’s borrowing arrangements, Blackstone is subject to certain financial and operating covenants. Blackstone was in compliance with all of its loan covenants as of December 31, 2019.

Scheduled principal payments for borrowings at December 31, 2019 were as follows:

<table><tr><td></td><td>Operating Borrowings</td><td>Blackstone Fund Facilities / CLO Vehicles</td><td>Total Borrowings</td></tr><tr><td>2020</td><td>$ —</td><td>$ 113</td><td>$ 113</td></tr><tr><td>2021</td><td>—</td><td>—</td><td>—</td></tr><tr><td>2022</td><td>—</td><td>—</td><td>—</td></tr><tr><td>2023</td><td>400,000</td><td>—</td><td>400,000</td></tr><tr><td>2024</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Thereafter</td><td>4,281,950</td><td>6,859,535</td><td>11,141,485</td></tr><tr><td></td><td>$4,681,950</td><td>$ 6,859,648</td><td>$ 11,541,598</td></tr></table>

## 14. Leases

Blackstone enters into non-cancelable lease and sublease agreements primarily for office space, which expire on various dates through 2030. Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord, and are recognized on a straight-line basis over the term of the lease agreement. Rent expense includes base contractual rent and variable costs such as building expenses, utilities, taxes and insurance. At December 31, 2019 and 2018, Blackstone maintained irrevocable standby letters of credit and cash deposits as security for the leases of $7.5 million and $7.9 million, respectively. As of December 31, 2019, the weighted-average remaining lease term was 7.3 years, and the weighted-average discount rate was 2.4%.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The components of lease expense were as follows:

<table><tr><td></td><td>Year Ended December 31, 2019</td></tr><tr><td>Operating Lease Cost (a)</td><td></td></tr><tr><td>Straight-Line Lease Cost (b)</td><td>$ 90,640</td></tr><tr><td>Variable Lease Cost</td><td>14,574</td></tr><tr><td>Sublease Income</td><td>(796)</td></tr><tr><td></td><td>$ 104,418</td></tr></table>

(a) Rent expense for the years ended December 31, 2018 and 2017, was $109.9 million and $104.7 million, respectively.

(b) Straight-line lease cost includes short-term leases, which are immaterial.

Supplemental cash flow information related to leases were as follows:

<table><tr><td></td><td>Year Ended December 31, 2019</td></tr><tr><td>Operating Cash Flows for Operating Leases</td><td>$ 94,854</td></tr><tr><td>Non-Cash Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities</td><td>10,053</td></tr></table>

The following table shows the undiscounted cash flows on an annual basis for Operating Lease Liabilities as of December 31, 2019:

<table><tr><td>2020</td><td>$ 84,639</td></tr><tr><td>2021</td><td>88,638</td></tr><tr><td>2022</td><td>79,533</td></tr><tr><td>2023</td><td>77,287</td></tr><tr><td>2024</td><td>65,289</td></tr><tr><td>Thereafter</td><td>207,090</td></tr><tr><td>Total Lease Payments (a)</td><td>602,476</td></tr><tr><td>Less: Imputed Interest</td><td>(59,482)</td></tr><tr><td>Present Value of Operating Lease Liabilities</td><td>$ 542,994</td></tr></table>

(a) Excludes $138.7 million of lease payments for signed leases that have not yet commenced.

As of December 31, 2018, the aggregate minimum future payments, net of sublease income, required on operating leases are as follows:

<table><tr><td>2019</td><td>$ 78,506</td></tr><tr><td>2020</td><td>72,191</td></tr><tr><td>2021</td><td>80,914</td></tr><tr><td>2022</td><td>79,094</td></tr><tr><td>2023</td><td>77,248</td></tr><tr><td>Thereafter</td><td>273,347</td></tr><tr><td>Total</td><td>$ 661,300</td></tr></table>



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## 15. Income Taxes

The Income Before Provision (Benefit) for Taxes consists of the following:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td></td><td></td><td></td></tr><tr><td>U.S. Domestic Income</td><td>$ 3,547,292</td><td>$ 3,308,202</td><td>$ 3,956,339</td></tr><tr><td>Foreign Income</td><td>270,723</td><td>204,739</td><td>161,750</td></tr><tr><td></td><td>$ 3,818,015</td><td>$ 3,512,941</td><td>$ 4,118,089</td></tr></table>

The Provision (Benefit) for Taxes consists of the following:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Current</td><td></td><td></td><td></td></tr><tr><td>Federal Income Tax</td><td>$ 74,611</td><td>$ 73,525</td><td>$ 31,457</td></tr><tr><td>Foreign Income Tax</td><td>38,098</td><td>42,128</td><td>36,083</td></tr><tr><td>State and Local Income Tax</td><td>19,267</td><td>53,961</td><td>40,507</td></tr><tr><td></td><td>131,976</td><td>169,614</td><td>108,047</td></tr><tr><td>Deferred</td><td></td><td></td><td></td></tr><tr><td>Federal Income Tax</td><td>(222,790)</td><td>59,924</td><td>613,518</td></tr><tr><td>Foreign Income Tax</td><td>312</td><td>(2,518)</td><td>(34)</td></tr><tr><td>State and Local Income Tax</td><td>42,550</td><td>22,370</td><td>21,616</td></tr><tr><td></td><td>(179,928)</td><td>79,776</td><td>635,100</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>$ (47,952)</td><td>$ 249,390</td><td>$ 743,147</td></tr></table>

The following table summarizes Blackstone’s tax position:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>$ 3,818,015</td><td>$ 3,512,941</td><td>$ 4,118,089</td></tr><tr><td>Provision (Benefit) for Taxes</td><td>$ (47,952)</td><td>$ 249,390</td><td>$ 743,147</td></tr><tr><td>Effective Income Tax Rate</td><td>-1.3%</td><td>7.1%</td><td>18.0%</td></tr></table>



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The following table reconciles the effective income tax rate to the U.S. federal statutory tax rate:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td><td rowspan="2">2019 vs. 2018</td><td rowspan="2">2018 vs. 2017</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Statutory U.S. Federal Income Tax Rate</td><td>21.0%</td><td>21.0%</td><td>35.0%</td><td>—</td><td>-14.0%</td></tr><tr><td>Income Passed Through to Common Shareholders and Non-Controlling Interest Holders (a)</td><td>-13.5%</td><td>-15.5%</td><td>-25.9%</td><td>2.0%</td><td>10.4%</td></tr><tr><td>State and Local Income Taxes</td><td>1.6%</td><td>1.8%</td><td>1.5%</td><td>-0.2%</td><td>0.3%</td></tr><tr><td>Equity-Based Compensation</td><td>—</td><td>—</td><td>-0.1%</td><td>—</td><td>0.1%</td></tr><tr><td>Change to a Taxable Corporation</td><td>-10.3%</td><td>—</td><td>—</td><td>-10.3%</td><td>—</td></tr><tr><td>Impact of the Tax Reform Bill</td><td>—</td><td>—</td><td>8.3%</td><td>—</td><td>-8.3%</td></tr><tr><td>Change in Valuation Allowance (b)</td><td>-0.8%</td><td>—</td><td>—</td><td>-0.8%</td><td>—</td></tr><tr><td>Other</td><td>0.7%</td><td>-0.2%</td><td>-0.8%</td><td>0.9%</td><td>0.6%</td></tr><tr><td>Effective Income Tax Rate</td><td>-1.3%</td><td>7.1%</td><td>18.0%</td><td>-8.4%</td><td>-10.9%</td></tr></table>

(a) Includes income that was not taxable to Blackstone and its subsidiaries. Such income was directly taxable to the common unitholders for the period prior to the Conversion and remains taxable to Blackstone’s non-controlling interest holders.

(b) The Change in Valuation Allowance for the year ended December 31, 2019 represents the change from July 1, 2019 to December 31, 2019, following the change to a taxable corporation.

Prior to the Conversion, Blackstone and certain of its subsidiaries operated in the U.S. as partnerships for income tax purposes (partnerships generally are not subject to federal income taxes) and generally as corporate entities in non-U.S. jurisdictions. Subsequent to the Conversion, all income attributable to Blackstone is subject to U.S. corporate income taxes.

The termination of the status of Blackstone as a Partnership in the Conversion has been treated as a change in tax status under GAAP guidance on accounting for income taxes. These rules require that the deferred tax effects of a change in tax status be recorded to income from continuing operations on the date the Partnership status terminates. Blackstone has calculated the estimated effect of the change in tax status to be a tax benefit of approximately $394.8 million, net of a valuation allowance of approximately $648.2 million.

The Conversion resulted in a step-up in the recognition of tax basis of certain assets that will be recovered as those assets are sold or the basis is amortized. The basis information currently available to us represents an estimate of the basis in our subsidiaries at July 1, 2019. The final tax basis may differ as the additional information becomes available and is finalized.

U.S. federal income tax reform legislation, known as the Tax Cuts and Jobs Act, was signed into law on December 22, 2017 (the "Tax Reform Bill"). In December 2017 the SEC staff issued guidance on accounting for the tax effects of the Tax Reform Bill, which provided that the income tax effects of those aspects of the Tax Reform Bill for which Blackstone's accounting for income taxes was complete must be reflected in that current period. The Tax Reform Bill reduced the corporate federal income tax rate from 35% to 21% effective January 1, 2018. Consequently, Blackstone recorded a decrease related to the net deferred tax assets of $500.6 million with a corresponding net adjustment to deferred income tax expense of $500.6 million for the year ended December 31, 2017. The remeasurement was partially offset by a $160.3 million tax benefit resulting from the $403.9 million reduction to the liability under the Tax Receivable Agreement resulting from the reduction of the federal income tax rate. The net impact to the 2017 effective tax rate was an 8.3% increase. During the quarter ended December 31, 2018 Blackstone completed its accounting for the income tax effects for the Tax Reform Bill, and no significant adjustments were made to the provisional amounts previously recorded.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Further, the Tax Reform Bill include d a one-time deemed repatriation on undistributed foreign earnings and profits (referred to as the transition tax), which was not material to Blackstone.

The Tax Reform Bill also established new tax laws that became effective with the tax year beginning January 1, 2018, including, but not limited to, a new provision designed to tax global intangible low-taxed income, a tax determined by base erosion and anti-tax abuse tax benefits from certain payments between a U.S. corporation and foreign subsidiaries and interest expense limitation. The net effect on the 2018 provision for income taxes for these provisions we re immaterial.

Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. A summary of the tax effects of the temporary differences is as follows:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Deferred Tax Assets</td><td></td><td></td></tr><tr><td>Fund Management Fees</td><td>$    —</td><td>$   6,955</td></tr><tr><td>Equity-Based Compensation</td><td>—</td><td>69,484</td></tr><tr><td>Amortization and Depreciation</td><td>—</td><td>768,984</td></tr><tr><td>Investment Basis Differences/Net Unrealized Gains and Losses</td><td>1,712,982</td><td>—</td></tr><tr><td>Other</td><td>5,342</td><td>—</td></tr><tr><td>Total Deferred Tax Assets Before Valuation Allowance</td><td>1,718,324</td><td>845,423</td></tr><tr><td>Valuation Allowance</td><td>(629,019)</td><td>—</td></tr><tr><td>Total Net Deferred Tax Assets</td><td>1,089,305</td><td>845,423</td></tr><tr><td>Deferred Tax Liabilities</td><td></td><td></td></tr><tr><td>Investment Basis Differences/Net Unrealized Gains and Losses</td><td>20,267</td><td>71,472</td></tr><tr><td>Other</td><td>—</td><td>34,469</td></tr><tr><td>Total Deferred Tax Liabilities</td><td>20,267</td><td>105,941</td></tr><tr><td>Net Deferred Tax Asset s</td><td>$   1,069,038</td><td>$   739,482</td></tr></table>

The primary reason for the increase in the deferred tax asset balances from the prior year end is the Conversion, in connection with which Blackstone recognized a step-up in the tax basis of certain assets and recorded corresponding deferred tax benefits, net of valuation allowances. Future realization of tax benefits depends on the expectation and character of taxable income within a certain period of time. The timing of realizability for certain deferred tax assets is determined by reference to the amortization and depreciation periods of the underlying tax basis of assets and ranges from 15 to 40 years. Blackstone has considered these amortization and depreciation periods as well as the character of income in evaluating whether it should establish valuation allowances. In addition, Blackstone has no taxable loss carryforward at December 31, 2019.

In evaluating the ability to realize deferred tax assets, Blackstone also considers projections of taxable income (including character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that Blackstone uses to manage its business. Certain deferred tax assets are not considered to be more likely than not to be realized due to the character of income necessary for realization. For those deferred tax assets, valuation allowances have been recorded.

Currently, Blackstone does not believe it meets the indefinite reversal criteria that would preclude Blackstone from recognizing a deferred tax liability with respect to its foreign subsidiaries. Therefore, Blackstone recorded a deferred tax liability for any outside basis difference of an investment in a foreign subsidiary.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Blackstone files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, Blackstone is subject to examination by federal and certain state, local and foreign tax regulators. As of December 31, 2019, Blackstone’s U.S. federal income tax returns for the years 2016 through 2018 are open under the normal three-year statute of limitations and therefore subject to examination. State and local tax returns are generally subject to audit from 2015 through 2018. Certain subsidiaries’ tax returns for the years 2008 through 2017 are currently subject to examination by various regulators. Blackstone believes that during 20 20, certain tax examinations have a reasonable possibility of being completed and does not expect the results of these examinations to have a material impact on the consolidated financial statements.

Blackstone’s unrecognized tax benefits, excluding related interest and penalties, were:

<table><tr><td rowspan="2"></td><td colspan="4">December 31,</td></tr><tr><td>2019</td><td colspan="2">2018</td><td>2017</td></tr><tr><td>Unrecognized Tax Benefits — January 1</td><td>$ 20,864</td><td>$ 11,454</td><td>$ 3,581</td><td></td></tr><tr><td>Additions for Tax Positions of Prior Years</td><td>4,908</td><td>9,671</td><td>11,167</td><td></td></tr><tr><td>Reductions for Tax Positions of Prior Years</td><td>—</td><td>(323)</td><td>(1,860)</td><td></td></tr><tr><td>Settlements</td><td>(829)</td><td>—</td><td>(1,382)</td><td></td></tr><tr><td>Exchange Rate Fluctuations</td><td>15</td><td>62</td><td>(52)</td><td></td></tr><tr><td>Unrecognized Tax Benefits — December 31</td><td>$ 24,958</td><td>$ 20,864</td><td>$ 11,454</td><td></td></tr></table>

If recognized, the above tax benefits of $25.0 million and $20.9 million for the years ended December 31, 2019 and 2018, respectively, would reduce the annual effective rate. Blackstone does not believe that it will have a material increase or decrease in its unrecognized tax benefits during the coming year.

The unrecognized tax benefits are recorded in Accounts Payable, Accrued Expense and Other Liabilities in the Consolidated Statements of Financial Condition.

Blackstone recognizes interest and penalties accrued related to unrecognized tax benefits in General, Administrative and Other Expenses. During the years ended December 31, 2019, 2018 and 2017, $0.5 million, $1.8 million and $(0.4) million of interest expense were accrued (reversed), respectively. During the years ended December 31, 2019, 2018 and 2017, no penalties were accrued.

## Other Income — Change in Tax Receivable Agreement Liability

In 2019, the $161.6 million Change in Tax Receivable Agreement Liability was primarily attributable to the Conversion.

In 2017, the $403.9 million Change in Tax Receivable Agreement Liability was primarily attributable to the reduction in the corporate federal tax rate from 35% to 21% pursuant to the Tax Reform Bill.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## 16. Earnings Per Share and Stockholder's Equity

Basic and diluted net income per share of Class A common stock for the years ended December 31, 2019, 2018 and 2017 was calculated as follows:

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td></td></tr><tr><td>Net Income for Per Share of Class A Common Stock Calculations</td><td></td><td></td><td></td><td></td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc., Basic</td><td>$ 2,049,682</td><td>$ 1,541,788</td><td>$ 1,471,374</td><td></td></tr><tr><td>Incremental Net Income from Assumed Exchange of Blackstone Holdings Partnership Units</td><td>—</td><td>1,185,799</td><td>—</td><td></td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc., Diluted</td><td>$ 2,049,682</td><td>$ 2,727,587</td><td>$ 1,471,374</td><td></td></tr><tr><td>Shares/Units Outstanding</td><td></td><td></td><td></td><td></td></tr><tr><td>Weighted-Average Shares of Class A Common Stock Outstanding, Basic</td><td>675,900,466</td><td>678,850,245</td><td>665,453,198</td><td></td></tr><tr><td>Weighted-Average Shares of Unvested Deferred Restricted Class A Common Stock</td><td>267,385</td><td>226,487</td><td>793,648</td><td></td></tr><tr><td>Weighted-Average Blackstone Holdings Partnership Units</td><td>—</td><td>527,886,114</td><td>—</td><td></td></tr><tr><td>Weighted-Average Shares of Class A Common Stock Outstanding, Diluted</td><td>676,167,851</td><td>1,206,962,846</td><td>666,246,846</td><td></td></tr><tr><td>Net Income Per Share of Class A Common Stock</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 3.03</td><td>$ 2.27</td><td>$ 2.21</td><td></td></tr><tr><td>Diluted</td><td>$ 3.03</td><td>$ 2.26</td><td>$ 2.21</td><td></td></tr><tr><td>Dividends Declared Per Share of Class A Common Stock (a)</td><td>$ 1.92</td><td>$ 2.42</td><td>$ 2.32</td><td></td></tr></table>

(a) Dividends declared reflects the calendar date of the declaration for each distribution. The fourth quarter dividends, if any, for any fiscal year will be declared and paid in the subsequent fiscal year.

In computing the dilutive effect that the exchange of Blackstone Holdings Partnership Units would have on Net Income Per Share of Class A Common Stock, Blackstone considered that net income available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in Blackstone Holdings, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at The Blackstone Group Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.

The following table summarizes the anti-dilutive securities for the periods indicated:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Weighted-Average Blackstone Holdings Partnership Units</td><td>524,211,887</td><td>—</td><td>533,982,613</td></tr></table>

## Stockholder's Equity

In connection with the Conversion, effective July 1, 2019, each common unit of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.00001 par value per share, of the Company. The special voting unit of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class B common stock, $0.00001 par value per share, of the Company. The general partner units of the Partnership outstanding immediately prior to the Conversion converted into one issued and outstanding, fully paid and nonassessable share of Class C common stock, $0.00001 par value per share, of the Company.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The Class A and Class B common stock generally are non-voting. The Class B common stock generally will vote together with the Class A common stock as a single class on those few matters that may be submitted for a vote of the Class A common stock. The Class C common stock is the only class of the Company's common stock entitled to vote at a meeting of shareholders (or take similar action by written consent) in the election of directors and generally with respect to all other matters submitted to a vote of shareholders. The Class B and Class C common stockholders are not entitled to dividends from the Company, or receipt of any of the Company's assets in the event of any dissolution, liquidation or winding up. Blackstone Partners L.L.C. is the sole holder of the Class B common stock and Blackstone Group Management L.L.C. is the sole holder of the Class C common stock.

In connection with the Conversion on July 1, 2019, the Company authorized 9 billion shares of preferred stock with a par value of $0.00001. There were no shares of preferred stock issued and outstanding as of December 31, 2019.

## Share Repurchase Program

On July 16, 2019, Blackstone’s board of directors authorized the repurchase of up to $1.0 billion of Class A common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

During the year ended December 31, 2017, no units were repurchased. During the year ended December 31, 2018, Blackstone repurchased 16.0 million shares of Blackstone Class A common stock at a total cost of $541.5 million. During the year ended December 31, 2019, Blackstone repurchased 12.8 million shares of Blackstone Class A common stock at a total cost of $561.9 million. As of December 31, 2019, the amount remaining available for repurchases under the program was $781.2 million.

## Shares Eligible for Dividends and Distributions

As of December 31, 2019, the total number of shares of Class A common stock and Blackstone Holdings Partnership Units entitled to participate in dividends and distributions were as follows:

<table><tr><td></td><td>Shares/Units</td></tr><tr><td>Class A Common Stock Outstanding</td><td>671,157,692</td></tr><tr><td>Unvested Participating Common Stock</td><td>9,299,732</td></tr><tr><td>Total Participating Common Stock</td><td>680,457,424</td></tr><tr><td>Participating Blackstone Holdings Partnership Units</td><td>515,973,657</td></tr><tr><td></td><td>1,196,431,081</td></tr></table>

## 17. Equity-Based Compensation

Blackstone has granted equity-based compensation awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisers under Blackstone’s Amended and Restated 2007 Equity Incentive Plan (the “Equity Plan”). The Equity Plan allows for the granting of options, share appreciation rights or other share-based awards (shares, restricted shares, restricted shares of Class A common stock, deferred restricted shares of Class A common stock, phantom restricted shares of Class A common stock or other share-based awards based in whole or in part on the fair market value of shares of Blackstone Class A common stock or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2019, Blackstone had the ability to grant 171,502,746 shares under the Equity Plan.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

For the years ended December 31, 2019, 2018 and 2017 Blackstone recorded compensation expense of $417.1 million, $366.9 million, and $338.7 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $47.8 million, $59.0 million, and $47.1 million, respectively.

As of December 31, 2019, there was $918.0 million of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 3.7 years.

Total vested and unvested outstanding shares, including Blackstone Class A common stock, Blackstone Holdings Partnership Units and deferred restricted shares of Class A common stock, were 1,196,806,346 as of December 31, 2019. Total outstanding unvested phantom shares were 56,426 as of December 31, 2019.

A summary of the status of Blackstone’s unvested equity-based awards as of December 31, 2019 and of changes during the period January 1, 2019 through December 31, 2019 is presented below:

<table><tr><td rowspan="3"></td><td colspan="3">Blackstone Holdings</td><td colspan="4">The Blackstone Group Inc.</td></tr><tr><td rowspan="2">Partnership Units</td><td rowspan="2">Weighted-Average Grant Date Fair Value</td><td colspan="2">Equity Settled Awards</td><td rowspan="2">Phantom Shares</td><td colspan="2">Cash Settled Awards</td></tr><tr><td>Restricted Shares of Class A Common Stock</td><td>Weighted-Average Grant Date Fair Value</td><td>Weighted-Average Grant Date Fair Shares</td><td>Weighted-Average Grant Date Fair Value</td></tr><tr><td>Unvested Shares/Units</td><td>31,554,127</td><td>$ 34.38</td><td>9,312,268</td><td>$ 31.43</td><td>46,808</td><td>$ 34.66</td><td></td></tr><tr><td>Balance, December 31, 2018</td><td>9,094,157</td><td>43.57</td><td>3,639,947</td><td>38.80</td><td>20,355</td><td>50.71</td><td></td></tr><tr><td>Granted</td><td>(6,893,962)</td><td>35.68</td><td>(3,272,213)</td><td>31.18</td><td>(11,035)</td><td>48.59</td><td></td></tr><tr><td>Vested</td><td>(1,595,104)</td><td>31.77</td><td>(710,266)</td><td>22.60</td><td>(4,787)</td><td>47.95</td><td></td></tr><tr><td>Forfeited</td><td>32,159,218</td><td>$ 36.25</td><td>8,969,736</td><td>$ 35.26</td><td>51,341</td><td>$ 52.85</td><td></td></tr><tr><td>Balance, December 31, 2019</td><td>32,159,218</td><td>$ 36.25</td><td>8,969,736</td><td>$ 35.26</td><td>51,341</td><td>$ 52.85</td><td></td></tr></table>

## Shares/Units Expected to Vest

The following unvested shares and units, after expected forfeitures, as of December 31, 2019, are expected to vest:

<table><tr><td></td><td>Shares/Units</td><td>Weighted-Average Service Period in Years</td></tr><tr><td>Blackstone Holdings Partnership Units</td><td>25,800,455</td><td>3.2</td></tr><tr><td>Deferred Restricted Shares of Class A Common Stock</td><td>7,465,122</td><td>2.2</td></tr><tr><td>Total Equity-Based Awards</td><td>33,265,577</td><td>2.9</td></tr><tr><td>Phantom Shares</td><td>39,155</td><td>2.9</td></tr></table>

## Deferred Restricted Shares of Class A Common Stock and Phantom Shares

Blackstone has granted deferred restricted shares of Class A common stock to certain senior and non-senior managing director professionals, analysts and senior finance and administrative personnel and selected external advisers and phantom shares (cash settled equity-based awards) to other senior and non-senior managing director employees. Holders of deferred restricted shares of Class A common stock and phantom shares are not entitled to any voting rights. Only phantom shares are to be settled in cash.

The fair values of deferred restricted shares of Class A common stock have been derived based on the closing price of Blackstone’s Class A common stock on the date of the grant, multiplied by the number of unvested awards and expensed over the assumed service period, which ranges from 1 to 5 years. Additionally, the calculation of the compensation expense assumes forfeiture rates based on historical turnover rates, ranging from 1.0% to 13.1% annually by employee class, and a per share discount, ranging from $0.39 to $10.88.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The phantom shares vest over the assumed service period, which ranges from 1 to 5 years. On each such vesting date, Blackstone delivered or will deliver cash to the holder in an amount equal to the number of phantom shares held multiplied by the then fair market value of Blackstone's Class A common stock on such date. Additionally, the calculation of the compensation expense assumes a forfeiture rate based on a historical turnover rate ranging from 9.6% to 13.1% annually by employee class. Blackstone is accounting for these cash settled awards as a liability.

Blackstone paid $0.4 million, $0.2 million and $0.3 million to non-senior managing director employees in settlement of phantom shares for the years ended December 31, 2019, 2018 and 2017, respectively.

## Blackstone Holdings Partnership Units

Blackstone has granted deferred restricted Blackstone Holdings Partners Units to certain newly hired and pre-existing senior managing directors. Holders of deferred restricted Blackstone Holdings Partnership Units are not entitled to any voting rights.

The fair values of deferred restricted Blackstone Holdings Partnership Units have been derived based on the closing price of Blackstone's common units on the date of the grant, multiplied by the number of unvested awards and expensed over the assumed service period, which ranges from 1 to 8 years. Additionally, the calculation of the compensation expense assumes a forfeiture rate of 5.6%, based on historical experience.

## 18. Related Party Transactions

## Affiliate Receivables and Payables

Due from Affiliates and Due to Affiliates consisted of the following:

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2019</td><td>2018</td></tr><tr><td>Due from Affiliates</td><td></td><td></td></tr><tr><td>Management Fees, Performance Revenues, Reimbursable Expenses and Other Receivables from Non-Consolidated Entities and Portfolio Companies</td><td>$ 1,999,568</td><td>$ 1,520,100</td></tr><tr><td>Due from Certain Non-Controlling Interest Holders and Blackstone Employees</td><td>573,679</td><td>462,475</td></tr><tr><td>Accrual for Potential Clawback of Previously Distributed Performance Allocations</td><td>21,626</td><td>11,548</td></tr><tr><td></td><td>$ 2,594,873</td><td>$ 1,994,123</td></tr><tr><td></td><td colspan="2">December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td></tr><tr><td>Due to Affiliates</td><td></td><td></td></tr><tr><td>Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements</td><td>$ 672,981</td><td>$ 796,902</td></tr><tr><td>Due to Non-Consolidated Entities</td><td>100,286</td><td>99,728</td></tr><tr><td>Due to Note-Holders of Consolidated CLO Vehicles</td><td>78,252</td><td>56,012</td></tr><tr><td>Due to Certain Non-Controlling Interest Holders and Blackstone Employees</td><td>48,433</td><td>53,613</td></tr><tr><td>Accrual for Potential Repayment of Previously Received Performance Allocations</td><td>126,919</td><td>29,521</td></tr><tr><td></td><td>$ 1,026,871</td><td>$ 1,035,776</td></tr></table>



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## Interests of the Founder, Senior Managing Directors, Employees and Other Related Parties

The Founder, senior managing directors, employees and certain other related parties invest on a discretionary basis in the consolidated Blackstone Funds both directly and through consolidated entities. These investments generally are subject to preferential management fee and performance allocation or incentive fee arrangements. As of December 31, 2019 and 2018, such investments aggregated $969.3 million and $842.9 million, respectively. Their share of the Net Income Attributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated Entities aggregated $78.1 million, $63.6 million and $113.9 million for the years ended December 31, 2019, 2018 and 2017, respectively.

## Loans to Affiliates

Loans to affiliates consist of interest bearing advances to certain Blackstone individuals to finance their investments in certain Blackstone Funds. These loans earn interest at Blackstone's cost of borrowing and such interest totaled $7.0 million, $5.4 million and $3.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.

## Contingent Repayment Guarantee

Blackstone and its personnel who have received Performance Allocation distributions have guaranteed payment on a several basis (subject to a cap) to the carry funds of any clawback obligation with respect to the excess Performance Allocation allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Potential Repayment of Previously Received Performance Allocations represents amounts previously paid to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the carry funds were to be liquidated based on the fair value of their underlying investments as of December 31, 2019. See Note 19. "Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)".

## Aircraft and Other Services

In the normal course of business, Blackstone makes use of aircraft owned by Stephen A. Schwarzman; aircraft owned by Jonathan D. Gray; aircraft owned jointly by Joseph P. Baratta and two other individuals; and aircraft owned jointly by Bennett J. Goodman and another individual (each such aircraft, "Personal Aircraft"). Each of Messrs. Schwarzman, Gray, Baratta and Goodman paid for his respective ownership interest in his Personal Aircraft himself and bears his respective share of all operating, personnel and maintenance costs associated with the operation of such Personal Aircraft. The payments Blackstone makes for the use of the Personal Aircraft is based on current market rates.

In addition, on occasion, certain of Blackstone’s executive officers and employee directors and their families may make personal use of aircraft in which Blackstone owns a fractional interest, as well as other assets of Blackstone. Any such personal use of Blackstone assets is charged to the executive officer or employee director based on market rates and usage. Personal use of Blackstone resources is also reimbursed to Blackstone based on market rates.

The transactions described herein are not material to the Consolidated Financial Statements.

## Tax Receivable Agreements

Blackstone used a portion of the proceeds from the IPO and the sale of non-voting common units to Beijing Wonderful Investments to purchase interests in the predecessor businesses from the predecessor owners. In addition, holders of Blackstone Holdings Partnership Units may exchange their Blackstone Holdings Partnership



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Units for shares of Blackstone Class A common stock on a one-for-one basis. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings and therefore reduce the amount of tax that Blackstone would otherwise be required to pay in the future.

Blackstone has entered into tax receivable agreements with each of the predecessor owners and additional tax receivable agreements have been executed, and will continue to be executed, with newly-admitted senior managing directors and others who acquire Blackstone Holdings Partnership Units. The agreements provide for the payment by the corporate taxpayer to such owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the corporate taxpayers actually realize as a result of the aforementioned increases in tax basis and of certain other tax benefits related to entering into these tax receivable agreements. For purposes of the tax receivable agreements, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreements.

As a result of the Conversion, there was a reduction of $161.6 million of the tax receivable agreement liability during the year ended December 31, 2019. Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $672.9 million over the next 15 years. The after-tax net present value of these estimated payments totals $191.2 million assuming a 15% discount rate and using Blackstone's most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above. Subsequent to December 31, 2019, payments totaling $73.9 million were made to certain pre-IPO owners and others mentioned above in accordance with the tax receivable agreement and related to tax benefits Blackstone received for the 2018 taxable year.

Amounts related to the deferred tax asset resulting from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to shares of Blackstone Class A common stock, the resulting remeasurement of net deferred tax assets at the Blackstone ownership percentage at the balance sheet date, the due to affiliates for the future payments resulting from the tax receivable agreements and resulting adjustment to partners' capital are included as Acquisition of Ownership Interests from Non-Controlling Interest Holders in the Supplemental Disclosure of Non-Cash Investing and Financing Activities in the Consolidated Statements of Cash Flows.

## Other

Blackstone does business with and on behalf of some of its Portfolio Companies; all such arrangements are on a negotiated basis.

Additionally, please see Note 19. “Commitments and Contingencies — Contingencies — Guarantees” for information regarding guarantees provided to a lending institution for certain loans held by employees.

## 19. Commitments and Contingencies

## Commitments

## Investment Commitments

Blackstone had $3.8 billion of investment commitments as of December 31, 2019 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments, including loan commitments. The consolidated Blackstone Funds had signed investment commitments of $80.0 million as of December 31, 2019 which includes $31.8 million of signed investment commitments for portfolio company acquisitions in the process of closing.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## Regulated Entities

Certain U.S. and non-U.S. entities are subject to various investment adviser and other financial regulatory rules and requirements that may include minimum net capital requirements. These entities have continuously operated in excess of these requirements. This includes a number of U.S. entities that are registered as investment advisers with the SEC.

These regulatory capital requirements may restrict Blackstone’s ability to withdraw capital from its entities. At December 31, 2019, $50.9 million of net assets of consolidated entities may be restricted as to the payment of cash dividends and advances to Blackstone.

## Contingencies

## Guarantees

Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the on-going business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to Blackstone to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, Blackstone’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $18.5 million as of December 31, 2019.

The Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members' capital contributions to The Blackstone Group International Partners LLP. The amount guaranteed as of December 31, 2019 was $202.1 million.

## Litigation

Blackstone may from time to time be involved in litigation and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regulation, which may result in regulatory proceedings against Blackstone.

Blackstone accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, Blackstone does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial position or cash flows.

In December 2017, a purported derivative suit (Mayberry v. KKR & Co., L.P., et al.) was filed in the Commonwealth of Kentucky Franklin County Circuit Court on behalf of the Kentucky Retirement System ("KRS") by eight of its members and beneficiaries alleging various breaches of fiduciary duty and other violations of Kentucky state law in connection with KRS's investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. ("BAAM L.P."). The suit names more than 30 defendants, including The Blackstone Group L.P.; BAAM L.P.; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as then-President and CEO of the Hedge Fund Solutions Group, Vice Chairman of Blackstone and CEO of BAAM (collectively, the "Blackstone Defendants"). Aside from the Blackstone Defendants, the action also names current and former KRS trustees and former KRS officers and various other service providers to KRS and their related persons.

The plaintiffs filed an amended complaint in January 2018. In November 2018, the Circuit Court granted one defendant’s motion to dismiss and denied all other defendants’ motions to dismiss, including those of the Blackstone Defendants. In January 2019, certain of the KRS trustee and officer defendants noticed appeals from



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

the denial of the motions to dismiss to the Kentucky Court of Appeals, and also filed a motion to stay the Mayberry proceedings in Circuit Court pending the outcome of those appeals. In addition, several defendants, including Blackstone and BAAM L.P., filed petitions in the Kentucky Court of Appeals for a writ of prohibition against the ongoing Mayberry proceedings on the ground that the plaintiffs lack standing. In April 2019, the KRS trustee and officer defendants' appeals were transferred to the Kentucky Supreme Court.

On April 23, 2019, the Kentucky Court of Appeals granted the Blackstone Defendants' petition for a writ of prohibition and vacated the Circuit Court's November 30, 2018 Opinion and Order denying the motion to dismiss for lack of standing. On April 24, 2019, the Mayberry Plaintiffs filed a notice of appeal of that order to the Kentucky Supreme Court. The Kentucky Supreme Court heard oral argument on the appeal on October 24, 2019.

Blackstone believes that this suit is totally without merit and intends to defend it vigorously.

## Contingent Obligations (Clawback)

Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund's life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.

For financial reporting purposes, when applicable, the general partners record a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund's remaining investments and where the fund's general partner has previously received Performance Allocation distributions with respect to such fund's realized investments.

The following table presents the clawback obligations by are as follows:

<table><tr><td rowspan="3"></td><td colspan="6">December 31,</td></tr><tr><td colspan="4">2019</td><td colspan="2">2018</td></tr><tr><td>Blackstone Holdings</td><td>Current and Former Personnel (a)</td><td>Total</td><td>Blackstone Holdings</td><td>Current and Former Personnel (a)</td><td>Total</td></tr><tr><td>Segment</td><td>$ 16,151</td><td>$ 10,597</td><td>$ 26,748</td><td>$ 15,770</td><td>$ 10,053</td><td>$ 25,823</td></tr><tr><td>Real Estate</td><td>$ 82,276</td><td>2,860</td><td>85,136</td><td>13,296</td><td>(12,448)</td><td>848</td></tr><tr><td>Private Equity</td><td>6,866</td><td>8,169</td><td>15,035</td><td>1,355</td><td>1,495</td><td>2,850</td></tr><tr><td>Credit</td><td>$ 105,293</td><td>$ 21,626</td><td>$ 126,919</td><td>$ 30,421</td><td>$ (900)</td><td>$ 29,521</td></tr></table>

(a) The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis.

For Private Equity, Real Estate, and certain Credit Funds, a portion of the Performance Allocations paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the Consolidated Financial Statements of Blackstone, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At December 31, 2019, $731.0 million was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.

In the Credit segment, payment of Performance Allocations to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substantially deferred under the terms of the partnership agreements. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

If, at December 31, 2019, all of the investments held by our carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $7.2 billion, on an after-tax basis where applicable, of which Blackstone Holdings is potentially liable for $6.6 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote.

## 20. Segment Reporting

Blackstone transacts its primary business in the United States and substantially all of its revenues are generated domestically.

Blackstone conducts its alternative asset management businesses through four segments:

- Real Estate – Blackstone’s Real Estate segment primarily comprises its management of global, Europe and Asia-focused opportunistic real estate funds, high-yield and high-grade real estate debt funds, liquid real estate debt funds, core+ real estate funds which also include a non-exchange traded REIT and a NYSE-listed REIT.

- Private Equity – Blackstone’s Private Equity segment includes its management of flagship corporate private equity funds, sector and geographically-focused corporate private equity funds, including energy and Asia-focused funds, a core private equity fund, an opportunistic investment platform, a secondary fund of funds business, infrastructure-focused funds, a life sciences private investment platform, a multi-asset investment program for eligible high net worth investors and a capital markets services business.

- Hedge Fund Solutions – The largest component of Blackstone’s Hedge Fund Solutions segment is Blackstone Alternative Asset Management, which manages a broad range of commingled and customized hedge fund of fund solutions. The segment also includes investment platforms that seed new hedge fund businesses, purchase minority interests in more established general partners and management companies of funds, invest in special situation opportunities, create alternative solutions in the form of daily liquidity products and invest directly.

- Credit – Blackstone’s Credit segment consists principally of GSO Capital Partners LP, which is organized into three overarching strategies: performing credit strategies (which include mezzanine lending funds, middle market direct lending funds, including our business development company and other performing credit strategy funds), distressed strategies (which include credit alpha strategies, stressed/distressed funds and energy strategies) and long only strategies (which consist of CLOs, closed - ended funds, open - ended funds and separately managed accounts). In addition, the segment includes a publicly traded master limited partnership investment platform, Harvest, and our insurer-focused platform, Blackstone Insurance Solutions.

These business segments are differentiated by their various investment strategies. The Real Estate, Private Equity, Hedge Fund Solutions and Credit segments primarily earn their income from management fees and investment returns on assets under management.

Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Blackstone’s segments are presented on a basis that consolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related Charges. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures and Blackstone’s initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

For segment reporting purposes, Segment Distributable Earnings is presented along with its major components, Fee Related Earnings and Net Realizations. Fee Related Earnings is used to assess Blackstone's ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Net Realizations is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation. Performance Allocations and Incentive Fees are presented together and referred to collectively as Performance Revenues or Performance Compensation.

## Segment Presentation

The following tables present the financial data for Blackstone’s four segments as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017.

<table><tr><td rowspan="2"></td><td colspan="5">December 31, 2019 and the Year Then Ended</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total Segments</td></tr><tr><td>Management and Advisory Fees, Net</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$1,116,183</td><td>$ 986,482</td><td>$ 556,730</td><td>$ 586,535</td><td>$ 3,245,930</td></tr><tr><td>Transaction, Advisory and Other Fees, Net</td><td>175,831</td><td>115,174</td><td>3,533</td><td>19,882</td><td>314,420</td></tr><tr><td>Management Fee Offsets</td><td>(26,836)</td><td>(37,327)</td><td>(138)</td><td>(11,813)</td><td>(76,114)</td></tr><tr><td>Total Management and Advisory Fees, Net</td><td>1,265,178</td><td>1,064,329</td><td>560,125</td><td>594,604</td><td>3,484,236</td></tr><tr><td>Fee Related Performance Revenues</td><td>198,237</td><td>—</td><td>—</td><td>13,764</td><td>212,001</td></tr><tr><td>Fee Related Compensation</td><td>(531,259)</td><td>(423,752)</td><td>(151,960)</td><td>(229,607)</td><td>(1,336,578)</td></tr><tr><td>Other Operating Expenses</td><td>(168,332)</td><td>(160,010)</td><td>(81,999)</td><td>(160,801)</td><td>(571,142)</td></tr><tr><td>Fee Related Earnings</td><td>763,824</td><td>480,567</td><td>326,166</td><td>217,960</td><td>1,788,517</td></tr><tr><td>Realized Performance Revenues</td><td>1,032,337</td><td>468,992</td><td>126,576</td><td>32,737</td><td>1,660,642</td></tr><tr><td>Realized Performance Compensation</td><td>(374,096)</td><td>(192,566)</td><td>(24,301)</td><td>(12,972)</td><td>(603,935)</td></tr><tr><td>Realized Principal Investment Income</td><td>79,733</td><td>90,249</td><td>21,707</td><td>32,466</td><td>224,155</td></tr><tr><td>Total Net Realizations</td><td>737,974</td><td>366,675</td><td>123,982</td><td>52,231</td><td>1,280,862</td></tr><tr><td>Total Segment Distributable Earnings</td><td>$1,501,798</td><td>$ 847,242</td><td>$ 450,148</td><td>$ 270,191</td><td>$ 3,069,379</td></tr><tr><td>Segment Assets</td><td>$</td><td>$</td><td>$</td><td>$</td><td>$</td></tr><tr><td></td><td>9,023,353</td><td>9,007,658</td><td>2,238,048</td><td>4,009,354</td><td>24,278,413</td></tr></table>



## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2"></td><td colspan="5">December 31, 2018 and the Year Then Ended</td></tr><tr><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total Segments</td></tr><tr><td>Management and Advisory Fees, Net</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 985,399</td><td>$ 785,223</td><td>$ 519,782</td><td>$ 553,921</td><td>$ 2,844,325</td></tr><tr><td>Transaction, Advisory and Other Fees, Net</td><td>152,513</td><td>58,165</td><td>3,180</td><td>15,640</td><td>229,498</td></tr><tr><td>Management Fee Offsets</td><td>(11,442)</td><td>(13,504)</td><td>(93)</td><td>(12,332)</td><td>(37,371)</td></tr><tr><td>Total Management and Advisory Fees, Net</td><td>1,126,470</td><td>829,884</td><td>522,869</td><td>557,229</td><td>3,036,452</td></tr><tr><td>Fee Related Performance Revenues</td><td>124,502</td><td>—</td><td>—</td><td>(666)</td><td>123,836</td></tr><tr><td>Fee Related Compensation</td><td>(459,430)</td><td>(375,446)</td><td>(162,172)</td><td>(219,098)</td><td>(1,216,146)</td></tr><tr><td>Other Operating Expenses</td><td>(146,260)</td><td>(133,096)</td><td>(77,772)</td><td>(131,200)</td><td>(488,328)</td></tr><tr><td>Fee Related Earnings</td><td>645,282</td><td>321,342</td><td>282,925</td><td>206,265</td><td>1,455,814</td></tr><tr><td>Realized Performance Revenues</td><td>914,984</td><td>757,406</td><td>42,419</td><td>96,962</td><td>1,811,771</td></tr><tr><td>Realized Performance Compensation</td><td>(284,319)</td><td>(318,167)</td><td>(21,792)</td><td>(53,863)</td><td>(678,141)</td></tr><tr><td>Realized Principal Investment Income</td><td>92,525</td><td>109,731</td><td>17,039</td><td>16,763</td><td>236,058</td></tr><tr><td>Total Net Realizations</td><td>723,190</td><td>548,970</td><td>37,666</td><td>59,862</td><td>1,369,688</td></tr><tr><td>Total Segment Distributable Earnings</td><td>$ 1,368,472</td><td>$ 870,312</td><td>$ 320,591</td><td>$ 266,127</td><td>$ 2,825,502</td></tr><tr><td>Segment Assets</td><td>$ 7,521,117</td><td>$ 7,548,544</td><td>$ 1,976,809</td><td>$ 3,592,356</td><td>$20,638,826</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td colspan="4">Year Ended December 31, 2017</td></tr><tr><td></td><td>Real Estate</td><td>Private Equity</td><td>Hedge Fund Solutions</td><td>Credit</td><td>Total Segments</td></tr><tr><td>Management and Advisory Fees, Net</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Base Management Fees</td><td>$ 872,191</td><td>$ 724,818</td><td>$ 516,048</td><td>$ 567,334</td><td>$ 2,680,391</td></tr><tr><td>Transaction, Advisory and Other Fees, Net</td><td>82,781</td><td>57,624</td><td>2,980</td><td>13,431</td><td>156,816</td></tr><tr><td>Management Fee Offsets</td><td>(15,934)</td><td>(18,007)</td><td>(93)</td><td>(32,382)</td><td>(66,416)</td></tr><tr><td>Total Management and Advisory Fees, Net</td><td>939,038</td><td>764,435</td><td>518,935</td><td>548,383</td><td>2,770,791</td></tr><tr><td>Fee Related Performance Revenues</td><td>79,500</td><td>—</td><td>—</td><td>89,945</td><td>169,445</td></tr><tr><td>Fee Related Compensation</td><td>(437,311)</td><td>(347,562)</td><td>(146,924)</td><td>(253,842)</td><td>(1,185,639)</td></tr><tr><td>Other Operating Expenses</td><td>(136,042)</td><td>(120,997)</td><td>(68,265)</td><td>(99,562)</td><td>(424,866)</td></tr><tr><td>Fee Related Earnings</td><td>445,185</td><td>295,876</td><td>303,746</td><td>284,924</td><td>1,329,731</td></tr><tr><td>Realized Performance Revenues</td><td>2,141,374</td><td>1,157,188</td><td>154,343</td><td>194,902</td><td>3,647,807</td></tr><tr><td>Realized Performance Compensation</td><td>(751,526)</td><td>(404,544)</td><td>(40,707)</td><td>(100,834)</td><td>(1,297,611)</td></tr><tr><td>Realized Principal Investment Income</td><td>255,903</td><td>154,837</td><td>9,074</td><td>16,380</td><td>436,194</td></tr><tr><td>Total Net Realizations</td><td>1,645,751</td><td>907,481</td><td>122,710</td><td>110,448</td><td>2,786,390</td></tr><tr><td>Total Segment Distributable Earnings</td><td>$ 2,090,936</td><td>$ 1,203,357</td><td>$ 426,456</td><td>$ 395,372</td><td>$ 4,116,121</td></tr></table>



# The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

## Reconciliations of Total Segment Amounts

The following tables reconcile the Total Segment Revenues, Expenses and Distributable Earnings to their equivalent GAAP measure for the years ended December 31, 2019, 2018 and 2017 along with Total Assets as of December 31, 2019 and 2018:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Revenues</td><td></td><td></td><td></td></tr><tr><td>Total GAAP Revenues</td><td>$ 7,338,270</td><td>$ 6,833,259</td><td>$ 7,145,015</td></tr><tr><td>Less: Unrealized Performance Allocations (a)</td><td>(1,126,668)</td><td>(561,163)</td><td>105,432</td></tr><tr><td>Less: Unrealized Principal Investment (Income) Loss (b)</td><td>(113,327)</td><td>65,851</td><td>131,206</td></tr><tr><td>Less: Interest and Dividend Revenue (c)</td><td>(192,593)</td><td>(181,763)</td><td>(142,920)</td></tr><tr><td>Less: Other Revenue (d)</td><td>(79,447)</td><td>(89,468)</td><td>140,051</td></tr><tr><td>Impact of Consolidation (e)</td><td>(88,164)</td><td>(277,406)</td><td>(322,729)</td></tr><tr><td>Amortization of Intangibles (f)</td><td>1,548</td><td>1,548</td><td>1,548</td></tr><tr><td>Transaction-Related Charges (g)</td><td>(168,170)</td><td>(588,710)</td><td>(40,153)</td></tr><tr><td>Intersegment Eliminations</td><td>9,585</td><td>5,969</td><td>6,787</td></tr><tr><td>Total Segment Revenue (h)</td><td>$ 5,581,034</td><td>$ 5,208,117</td><td>$ 7,024,237</td></tr><tr><td></td><td colspan="3">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Expenses</td><td></td><td></td><td></td></tr><tr><td>Total GAAP Expenses</td><td>$ 3,964,651</td><td>$ 3,512,040</td><td>$ 3,752,378</td></tr><tr><td>Less: Unrealized Performance Allocations Compensation (i)</td><td>(540,285)</td><td>(319,742)</td><td>(103,794)</td></tr><tr><td>Less: Equity-Based Compensation (j)</td><td>(230,194)</td><td>(158,220)</td><td>(107,110)</td></tr><tr><td>Less: Interest Expense (k)</td><td>(195,034)</td><td>(159,838)</td><td>(192,838)</td></tr><tr><td>Impact of Consolidation (e)</td><td>(55,902)</td><td>(112,354)</td><td>(133,081)</td></tr><tr><td>Amortization of Intangibles (f)</td><td>(64,383)</td><td>(58,446)</td><td>(46,749)</td></tr><tr><td>Transaction-Related Charges (g)</td><td>(376,783)</td><td>(326,794)</td><td>(267,477)</td></tr><tr><td>Intersegment Eliminations</td><td>9,585</td><td>5,969</td><td>6,787</td></tr><tr><td>Total Segment Expenses (l)</td><td>$ 2,511,655</td><td>$ 2,382,615</td><td>$ 2,908,116</td></tr><tr><td></td><td colspan="3">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Other Income</td><td></td><td></td><td></td></tr><tr><td>Total GAAP Other Income</td><td>$ 444,396</td><td>$ 191,722</td><td>$ 725,452</td></tr><tr><td>Impact of Consolidation (e)</td><td>(444,396)</td><td>(191,722)</td><td>(321,597)</td></tr><tr><td>Transaction-Related Charges (g)</td><td>—</td><td>—</td><td>(403,855)</td></tr><tr><td>Total Segment Other Income</td><td>$ —</td><td>$ —</td><td>$ —</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td></td><td></td><td></td></tr><tr><td>Total GAAP Income Before Provision (Benefit) for Taxes</td><td>$ 3,818,015</td><td>$ 3,512,941</td><td>$ 4,118,089</td></tr><tr><td>Less: Unrealized Performance Allocations (a)</td><td>(1,126,668)</td><td>(561,163)</td><td>105,432</td></tr><tr><td>Less: Unrealized Principal Investment (Income) Loss (b)</td><td>(113,327)</td><td>65,851</td><td>131,206</td></tr><tr><td>Less: Interest and Dividend Revenue (c)</td><td>(192,593)</td><td>(181,763)</td><td>(142,920)</td></tr><tr><td>Less: Other Revenue (d)</td><td>(79,447)</td><td>(89,468)</td><td>140,051</td></tr><tr><td>Plus: Unrealized Performance Allocations Compensation (i)</td><td>540,285</td><td>319,742</td><td>103,794</td></tr><tr><td>Plus: Equity-Based Compensation (j)</td><td>230,194</td><td>158,220</td><td>107,110</td></tr><tr><td>Plus: Interest Expense (k)</td><td>195,034</td><td>159,838</td><td>192,838</td></tr><tr><td>Impact of Consolidation (e)</td><td>(476,658)</td><td>(356,774)</td><td>(511,245)</td></tr><tr><td>Amortization of Intangibles (f)</td><td>65,931</td><td>59,994</td><td>48,297</td></tr><tr><td>Transaction-Related Charges (g)</td><td>208,613</td><td>(261,916)</td><td>(176,531)</td></tr><tr><td>Total Segment Distributable Earnings</td><td>$ 3,069,379</td><td>$ 2,825,502</td><td>$ 4,116,121</td></tr></table>

<table><tr><td></td><td>2019</td><td>2018</td></tr><tr><td>Total Assets</td><td></td><td></td></tr><tr><td>Total GAAP Assets</td><td>$ 32,585,506</td><td>$ 28,924,650</td></tr><tr><td>Impact of Consolidation (e)</td><td>(8,307,093)</td><td>(8,285,824)</td></tr><tr><td>Total Segment Assets</td><td>$</td><td>$</td></tr></table>

Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles and Transaction-Related Charges.

(a) This adjustment removes Unrealized Performance Revenues on a segment basis.

(b) This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis.

(c) This adjustment removes Interest and Dividend Revenue on a segment basis.

(d) This adjustment removes Other Revenue on a segment basis. For the years ended December 31, 2019, 2018 and 2017, Other Revenue on a GAAP basis was $80.0 million, $672.3 million and $133.2 million and included $76.4 million, $87.4 million and $146.5 million of foreign exchange gains (losses), respectively.

(e) This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone's segment presentation. This adjustment includes the elimination of Blackstone's interest in these funds, the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.

(f) This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone's segment presentation. This amount includes amortization of intangibles associated with Blackstone's investment in Pátria, which is accounted for under the equity method.

(g) This adjustment removes Transaction-Related Charges, which are excluded from Blackstone's segment presentation. Transaction-Related Charges arise from corporate actions including acquisitions, divestitures, and Blackstone's initial public offering. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs and any gains or losses associated with these corporate actions.

(h) Total Segment Revenues is comprised of the following:



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Total Segment Management and Advisory Fees, Net</td><td>$ 3,484,236</td><td>$ 3,036,452</td><td>$ 2,770,791</td></tr><tr><td>Total Segment Fee Related Performance Revenues</td><td>212,001</td><td>123,836</td><td>169,445</td></tr><tr><td>Total Segment Realized Performance Revenues</td><td>1,660,642</td><td>1,811,771</td><td>3,647,807</td></tr><tr><td>Total Segment Realized Principal Investment Income</td><td>224,155</td><td>236,058</td><td>436,194</td></tr><tr><td>Total Segment Revenues</td><td>$ 5,581,034</td><td>$ 5,208,117</td><td>$ 7,024,237</td></tr></table>

(i) This adjustment removes Unrealized Performance Allocations Compensation.

(j) This adjustment removes Equity-Based Compensation on a segment basis.

(k) This adjustment removes Interest Expense, excluding interest expense related to the Tax Receivable Agreement.

(I) Total Segment Expenses is comprised of the following:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Total Segment Fee Related Compensation</td><td>$ 1,336,578</td><td>$ 1,216,146</td><td>$ 1,185,639</td></tr><tr><td>Total Segment Realized Performance Compensation</td><td>603,935</td><td>678,141</td><td>1,297,611</td></tr><tr><td>Total Segment Other Operating Expenses</td><td>571,142</td><td>488,328</td><td>424,866</td></tr><tr><td>Total Segment Expenses</td><td>$ 2,511,655</td><td>$ 2,382,615</td><td>$ 2,908,116</td></tr></table>

## Reconciliations of Total Segment Components

The following tables reconcile the components of Total Segments to their equivalent GAAP measures, reported on the Consolidated Statement of Operations for the years ended December 31, 2019, 2018 and 2017:

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Management and Advisory Fees, Net</td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td>$ 3,472,155</td><td>$ 3,027,796</td><td>$ 2,751,322</td></tr><tr><td>Segment Adjustment (a)</td><td>12,081</td><td>8,656</td><td>19,469</td></tr><tr><td>Total Segment</td><td>$ 3,484,236</td><td>$ 3,036,452</td><td>$ 2,770,791</td></tr><tr><td></td><td></td><td></td><td></td></tr><tr><td></td><td colspan="3">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>GAAP Realized Performance Revenues to Total Segment Fee Related Performance Revenues</td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td></td><td></td><td></td></tr><tr><td>Incentive Fees</td><td>$ 129,911</td><td>$ 57,540</td><td>$ 242,514</td></tr><tr><td>Investment Income — Realized Performance Allocations</td><td>1,739,000</td><td>1,876,507</td><td>3,571,811</td></tr><tr><td>GAAP</td><td>1,868,911</td><td>1,934,047</td><td>3,814,325</td></tr><tr><td>Total Segment</td><td></td><td></td><td></td></tr><tr><td>Less: Realized Performance Revenues</td><td>(1,660,642)</td><td>(1,811,771)</td><td>(3,647,807)</td></tr><tr><td>Segment Adjustment (b)</td><td>3,732</td><td>1,560</td><td>2,927</td></tr><tr><td>Total Segment</td><td>$ 212,001</td><td>$ 123,836</td><td>$ 169,445</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>GAAP Compensation to Total Segment Fee Related Compensation</td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td></td><td></td><td></td></tr><tr><td>Compensation</td><td>$ 1,820,330</td><td>$ 1,609,957</td><td>$ 1,442,485</td></tr><tr><td>Incentive Fee Compensation</td><td>44,300</td><td>33,916</td><td>105,279</td></tr><tr><td>Realized Performance Allocations Compensation</td><td>662,942</td><td>711,076</td><td>1,281,965</td></tr><tr><td>GAAP</td><td>2,527,572</td><td>2,354,949</td><td>2,829,729</td></tr><tr><td>Total Segment</td><td></td><td></td><td></td></tr><tr><td>Less: Realized Performance Compensation</td><td>(603,935)</td><td>(678,141)</td><td>(1,297,611)</td></tr><tr><td>Less: Equity-Based Compensation — Operating Compensation</td><td>(221,684)</td><td>(145,213)</td><td>(93,410)</td></tr><tr><td>Less: Equity-Based Compensation — Performance Compensation</td><td>(8,510)</td><td>(13,007)</td><td>(13,700)</td></tr><tr><td>Segment Adjustment (c)</td><td>(356,865)</td><td>(302,442)</td><td>(239,369)</td></tr><tr><td>Total Segment</td><td>$ 1,336,578</td><td>$ 1,216,146</td><td>$ 1,185,639</td></tr><tr><td></td><td colspan="3">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>GAAP General, Administrative and Other to Total Segment Other Operating Expenses</td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td>$ 679,408</td><td>$ 594,873</td><td>$ 488,582</td></tr><tr><td>Segment Adjustment (d)</td><td>(108,266)</td><td>(106,545)</td><td>(63,716)</td></tr><tr><td>Total Segment</td><td>$ 571,142</td><td>$ 488,328</td><td>$ 424,866</td></tr><tr><td></td><td colspan="3">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td></tr><tr><td>Realized Performance Revenues</td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td></td><td></td><td></td></tr><tr><td>Incentive Fees</td><td>$ 129,911</td><td>$ 57,540</td><td>$ 242,514</td></tr><tr><td>Investment Income — Realized Performance Allocations</td><td>1,739,000</td><td>1,876,507</td><td>3,571,811</td></tr><tr><td>GAAP</td><td>1,868,911</td><td>1,934,047</td><td>3,814,325</td></tr><tr><td>Total Segment</td><td></td><td></td><td></td></tr><tr><td>Less: Fee Related Performance Revenues</td><td>(212,001)</td><td>(123,836)</td><td>(169,445)</td></tr><tr><td>Segment Adjustment (b)</td><td>3,732</td><td>1,560</td><td>2,927</td></tr><tr><td>Total Segment</td><td>$ 1,660,642</td><td>$ 1,811,771</td><td>$ 3,647,807</td></tr></table>



## Table of Contents

## The Blackstone Group Inc.
Notes to Consolidated Financial Statements—Continued
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2019</td><td>2018</td><td>2017</td><td></td></tr><tr><td>Realized Performance Compensation</td><td></td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td></td><td></td><td></td><td></td></tr><tr><td>Incentive Fee Compensation</td><td>$ 44,300</td><td>$ 33,916</td><td>$ 105,279</td><td></td></tr><tr><td>Realized Performance Allocations Compensation</td><td>662,942</td><td>711,076</td><td>1,281,965</td><td></td></tr><tr><td>GAAP</td><td>707,242</td><td>744,992</td><td>1,387,244</td><td></td></tr><tr><td>Total Segment</td><td></td><td></td><td></td><td></td></tr><tr><td>Less: Fee Related Performance Compensation</td><td>(94,797)</td><td>(53,844)</td><td>(75,933)</td><td></td></tr><tr><td>Less: Equity-Based Compensation — Performance Compensation</td><td>(8,510)</td><td>(13,007)</td><td>(13,700)</td><td></td></tr><tr><td>Total Segment</td><td>$ 603,935</td><td>$ 678,141</td><td>$ 1,297,611</td><td></td></tr><tr><td></td><td colspan="4">Year Ended December 31,</td></tr><tr><td></td><td>2019</td><td>2018</td><td>2017</td><td></td></tr><tr><td>Realized Principal Investment Income</td><td></td><td></td><td></td><td></td></tr><tr><td>GAAP</td><td>$ 393,478</td><td>$ 415,862</td><td>$ 635,769</td><td></td></tr><tr><td>Segment Adjustment (e)</td><td>(169,323)</td><td>(179,804)</td><td>(199,575)</td><td></td></tr><tr><td>Total Segment</td><td>$ 224,155</td><td>$ 236,058</td><td>$ 436,194</td><td></td></tr></table>

Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles, the expense of equity-based awards and Transaction-Related Charges.

(a) Represents (1) the add back of net management fees earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures.

(b) Represents the add back of Performance Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation.

(c) Represents the removal of Transaction-Related Charges that are not recorded in the Total Segment measures.

(d) Represents the removal of (1) the amortization of transaction-related intangibles, and (2) certain expenses reimbursed by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures.

(e) Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests.

## 21. Subsequent Events

There have been no events since December 31, 2019 that require recognition or disclosure in the Consolidated Financial Statements.



## 22. Quarterly Financial Data (Unaudited)

<table><tr><td rowspan="2"></td><td colspan="4">Three Months Ended</td></tr><tr><td>March 31, 2019</td><td>June 30, 2019</td><td>September 30, 2019 (a)</td><td>December 31, 2019</td></tr><tr><td>Revenues</td><td>$ 2,024,871</td><td>$ 1,486,806</td><td>$ 1,735,113</td><td>$ 2,091,480</td></tr><tr><td>Expenses</td><td>1,041,164</td><td>862,240</td><td>947,220</td><td>1,114,027</td></tr><tr><td>Other Income</td><td>130,325</td><td>61,131</td><td>223,056</td><td>29,884</td></tr><tr><td>Income Before Provision (Benefit) for Taxes</td><td>$ 1,114,032</td><td>$ 685,697</td><td>$ 1,010,949</td><td>$ 1,007,337</td></tr><tr><td>Net Income</td><td>$ 1,072,877</td><td>$ 646,961</td><td>$ 1,167,735</td><td>$ 978,394</td></tr><tr><td>Net Income Attributable to The Blackstone Group Inc.</td><td>$ 481,304</td><td>$ 305,792</td><td>$ 779,437</td><td>$ 483,149</td></tr><tr><td>Net Income Per Share of Class A Common Stock</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.71</td><td>$ 0.45</td><td>$ 1.15</td><td>$ 0.71</td></tr><tr><td>Diluted</td><td>$ 0.71</td><td>$ 0.45</td><td>$ 1.15</td><td>$ 0.71</td></tr><tr><td>Dividends Declared (b)</td><td>$ 0.58</td><td>$ 0.37</td><td>$ 0.48</td><td>$ 0.49</td></tr></table>

<table><tr><td rowspan="2"></td><td colspan="4">Three Months Ended</td></tr><tr><td>March 31, 2018</td><td>June 30, 2018 (c)</td><td>September 30, 2018</td><td>December 31, 2018</td></tr><tr><td>Revenues</td><td>$ 1,769,131</td><td>$ 2,632,570</td><td>$ 1,926,580</td><td>$ 504,978</td></tr><tr><td>Expenses</td><td>982,931</td><td>1,016,381</td><td>1,017,632</td><td>495,096</td></tr><tr><td>Other Income (Loss)</td><td>110,599</td><td>73,519</td><td>66,838</td><td>(59,234)</td></tr><tr><td>Income (Loss) Before Provision (Benefit) for Taxes</td><td>$ 896,799</td><td>$ 1,689,708</td><td>$ 975,786</td><td>$ (49,352)</td></tr><tr><td>Net Income (Loss)</td><td>$ 842,304</td><td>$ 1,550,977</td><td>$ 948,988</td><td>$ (78,718)</td></tr><tr><td>Net Income (Loss) Per Share of Class A Common Stock</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.55</td><td>$ 1.09</td><td>$ 0.65</td><td>$ (0.02)</td></tr><tr><td>Diluted</td><td>$ 0.53</td><td>$ 1.09</td><td>$ 0.64</td><td>$ (0.02)</td></tr><tr><td>Dividends Declared (b)</td><td>$ 0.85</td><td>$ 0.35</td><td>$ 0.58</td><td>$ 0.64</td></tr></table>

(a) As a result of the Conversion, there was a reduction of $174.6 million of the tax receivable agreement liability during the three months ended September 30, 2019. The reduction of the tax receivable agreement liability was included in Other Income.

(b) Dividends declared reflects the calendar date of the declaration of each dividend.

(c) For the three months ended June 30, 2018, Revenues included $580.9 million of Transaction-Related Charges recorded in Other Revenues received upon the conclusion of Blackstone’s investment sub-advisory relationship with FS Investments’ funds.



## Table of Contents

## Item 8A. Unaudited Supplemental Presentation of Statements of Financial Condition

## The Blackstone Group Inc.
Unaudited Consolidating Statements of Financial Condition
(Dollars in Thousands)

<table><tr><td rowspan="2"></td><td colspan="4">December 31, 2019</td></tr><tr><td>Consolidated Operating Partnerships</td><td>Consolidated Blackstone Funds (a)</td><td>Reclasses and Eliminations</td><td>Consolidated</td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and Cash Equivalents</td><td>$ 2,172,441</td><td>$ —</td><td>$ —</td><td>$ 2,172,441</td></tr><tr><td>Cash Held by Blackstone Funds and Other</td><td>—</td><td>351,210</td><td>—</td><td>351,210</td></tr><tr><td>Investments</td><td>14,535,685</td><td>8,380,698</td><td>(634,701)</td><td>22,281,682</td></tr><tr><td>Accounts Receivable</td><td>754,703</td><td>220,372</td><td>—</td><td>975,075</td></tr><tr><td>Due from Affiliates</td><td>2,606,563</td><td>8,818</td><td>(20,508)</td><td>2,594,873</td></tr><tr><td>Intangible Assets, Net</td><td>397,508</td><td>—</td><td>—</td><td>397,508</td></tr><tr><td>Goodwill</td><td>1,869,860</td><td>—</td><td>—</td><td>1,869,860</td></tr><tr><td>Other Assets</td><td>381,289</td><td>1,204</td><td>—</td><td>382,493</td></tr><tr><td>Right-of-Use Assets</td><td>471,059</td><td>—</td><td>—</td><td>471,059</td></tr><tr><td>Deferred Tax Assets</td><td>1,089,305</td><td>—</td><td>—</td><td>1,089,305</td></tr><tr><td>Total Assets</td><td>$ 24,278,413</td><td>$ 8,962,302</td><td>$ (655,209)</td><td>$ 32,585,506</td></tr><tr><td>Liabilities and Equity</td><td></td><td></td><td></td><td></td></tr><tr><td>Loans Payable</td><td>$ 4,600,856</td><td>$ 6,479,867</td><td>$ —</td><td>$ 11,080,723</td></tr><tr><td>Due to Affiliates</td><td>885,655</td><td>509,681</td><td>(368,465)</td><td>1,026,871</td></tr><tr><td>Accrued Compensation and Benefits</td><td>3,796,044</td><td>—</td><td>—</td><td>3,796,044</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>20,256</td><td>55,289</td><td>—</td><td>75,545</td></tr><tr><td>Repurchase Agreements</td><td>—</td><td>154,118</td><td>—</td><td>154,118</td></tr><tr><td>Operating Lease Liabilities</td><td>542,994</td><td>—</td><td>—</td><td>542,994</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td>504,804</td><td>301,355</td><td>—</td><td>806,159</td></tr><tr><td>Total Liabilities</td><td>10,350,609</td><td>7,500,310</td><td>(368,465)</td><td>17,482,454</td></tr><tr><td>Redeemable Non-Controlling Interests in Consolidated Entities</td><td>22,002</td><td>65,649</td><td>—</td><td>87,651</td></tr><tr><td>Equity</td><td></td><td></td><td></td><td></td></tr><tr><td>Class A Common Stock</td><td>7</td><td>—</td><td>—</td><td>7</td></tr><tr><td>Class B Common Stock</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Class C Common Stock</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Additional Paid-in-Capital</td><td>6,428,647</td><td>283,339</td><td>(283,339)</td><td>6,428,647</td></tr><tr><td>Retained Earnings</td><td>609,625</td><td>3,405</td><td>(3,405)</td><td>609,625</td></tr><tr><td>Accumulated Other Comprehensive Loss</td><td>(28,495)</td><td>—</td><td>—</td><td>(28,495)</td></tr><tr><td>Non-Controlling Interests in Consolidated Entities</td><td>3,076,470</td><td>1,109,599</td><td>—</td><td>4,186,069</td></tr><tr><td>Non-Controlling Interests in Blackstone Holdings</td><td>3,819,548</td><td>—</td><td>—</td><td>3,819,548</td></tr><tr><td>Total Equity</td><td>13,905,802</td><td>1,396,343</td><td>(286,744)</td><td>15,015,401</td></tr><tr><td>Total Liabilities and Equity</td><td>$ 24,278,413</td><td>$ 8,962,302</td><td>$ (655,209)</td><td>$ 32,585,506</td></tr></table>



## The Blackstone Group Inc.
Unaudited Consolidating Statements of Financial Condition—Continued
(Dollars in Thousands)

<table><tr><td rowspan="2"></td><td colspan="4">December 31, 2018</td></tr><tr><td>Consolidated Operating Partnerships</td><td>Consolidated Blackstone Funds (a)</td><td>Reclasses and Eliminations</td><td>Consolidated</td></tr><tr><td>Assets</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and Cash Equivalents</td><td>$ 2,207,841</td><td>$ —</td><td>$ —</td><td>$ 2,207,841</td></tr><tr><td>Cash Held by Blackstone Funds and Other</td><td>—</td><td>337,320</td><td>—</td><td>337,320</td></tr><tr><td>Investments</td><td>12,596,138</td><td>8,376,338</td><td>(595,445)</td><td>20,377,031</td></tr><tr><td>Accounts Receivable</td><td>455,308</td><td>180,930</td><td>—</td><td>636,238</td></tr><tr><td>Due from Affiliates</td><td>2,011,324</td><td>7,405</td><td>(24,606)</td><td>1,994,123</td></tr><tr><td>Intangible Assets, Net</td><td>468,507</td><td>—</td><td>—</td><td>468,507</td></tr><tr><td>Goodwill</td><td>1,869,860</td><td>—</td><td>—</td><td>1,869,860</td></tr><tr><td>Other Assets</td><td>290,366</td><td>3,882</td><td>—</td><td>294,248</td></tr><tr><td>Deferred Tax Assets</td><td>739,482</td><td>—</td><td>—</td><td>739,482</td></tr><tr><td>Total Assets</td><td>$ 20,638,826</td><td>$ 8,905,875</td><td>$ (620,051)</td><td>$ 28,924,650</td></tr><tr><td>Liabilities and Partners&#x27; Capital</td><td></td><td></td><td></td><td></td></tr><tr><td>Loans Payable</td><td>$ 3,471,151</td><td>$ 6,480,711</td><td>$ —</td><td>$ 9,951,862</td></tr><tr><td>Due to Affiliates</td><td>907,748</td><td>470,780</td><td>(342,752)</td><td>1,035,776</td></tr><tr><td>Accrued Compensation and Benefits</td><td>2,942,128</td><td>—</td><td>—</td><td>2,942,128</td></tr><tr><td>Securities Sold, Not Yet Purchased</td><td>50,014</td><td>92,603</td><td>—</td><td>142,617</td></tr><tr><td>Repurchase Agreements</td><td>—</td><td>222,202</td><td>—</td><td>222,202</td></tr><tr><td>Accounts Payable, Accrued Expenses and Other Liabilities</td><td>622,490</td><td>253,489</td><td>—</td><td>875,979</td></tr><tr><td>Total Liabilities</td><td>7,993,531</td><td>7,519,785</td><td>(342,752)</td><td>15,170,564</td></tr><tr><td>Redeemable Non-Controlling Interests in Consolidated Entities</td><td>22,000</td><td>119,779</td><td>—</td><td>141,779</td></tr><tr><td>Partners&#x27; Capital</td><td></td><td></td><td></td><td></td></tr><tr><td>Partners&#x27; Capital</td><td>6,415,700</td><td>277,299</td><td>(277,299)</td><td>6,415,700</td></tr><tr><td>Accumulated Other Comprehensive Loss</td><td>(36,476)</td><td>—</td><td>—</td><td>(36,476)</td></tr><tr><td>Non-Controlling Interests in Consolidated Entities</td><td>2,659,754</td><td>989,012</td><td>—</td><td>3,648,766</td></tr><tr><td>Non-Controlling Interests in Blackstone Holdings</td><td>3,584,317</td><td>—</td><td>—</td><td>3,584,317</td></tr><tr><td>Total Partners&#x27; Capital</td><td>12,623,295</td><td>1,266,311</td><td>(277,299)</td><td>13,612,307</td></tr><tr><td>Total Liabilities and Partners&#x27; Capital</td><td>$ 20,638,826</td><td>$ 8,905,875</td><td>$ (620,051)</td><td>$ 28,924,650</td></tr></table>

(a) The Consolidated Blackstone Funds consisted of the following:

Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP

Blackstone / GSO Global Dynamic Credit Funding Designated Activity Company

Blackstone / GSO Global Dynamic Credit Master Fund

Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland)

Blackstone Real Estate Special Situations Fund L.P.*

Blackstone Real Estate Special Situations Offshore Fund Ltd.

Blackstone Strategic Alliance Fund L.P.

BSSF | AIV L.P.*



## Table of Contents

BTD CP Holdings LP
Collateralized loan obligation vehicles
Mezzanine side-by-side investment vehicles
Private equity side-by-side investment vehicles
Real estate side-by-side investment vehicles
Hedge Fund Solutions side-by-side investment vehicles

* Consolidated as of December 31, 2018 only.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

## Item 9A. Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Management’s Report on Internal Control Over Financial Reporting

Management of The Blackstone Group Inc. and subsidiaries (“Blackstone”) is responsible for establishing and maintaining adequate internal control over financial reporting. Blackstone’s internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.



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Blackstone’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Blackstone’s assets that could have a material effect on its financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of Blackstone’s internal control over financial reporting as of December 31, 2019 based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that Blackstone’s internal control over financial reporting as of December 31, 2019 was effective.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited Blackstone’s financial statements included in this report on Form 10-K and issued its report on the effectiveness of Blackstone’s internal control over financial reporting as of December 31, 2019, which is included herein.

## Item 9B. Other Information

On February 25, 2020, Joseph P. Baratta, Senior Managing Director and Global Head of Private Equity, was appointed to our board of directors, effective March 2, 2020. For more information, see "Item 10. Directors, Executive Officers and Corporate Governance," "Item 13. Certain Relationships and Related Transactions, and Director Independence — Transactions with Related Persons — Tax Receivable Agreements," "Item 13. Certain Relationships and Related Transactions, and Director Independence — Transactions with Related persons — Joseph P. Baratta" and "Item 13. Certain Relationships and Related Transactions, and Director Independence — Transactions with Related Persons — Investment in or Alongside Our Funds".



## Part III.

## Item 10. Directors, Executive Officers and Corporate Governance

## Directors and Executive Officers of The Blackstone Group Inc.

Our directors and executive officers as of the date of this filing are:

<table><tr><td>Name</td><td>Age</td><td>Position</td></tr><tr><td>Stephen A. Schwarzman</td><td>73</td><td>Founder, Chairman and Chief Executive Officer and Director</td></tr><tr><td>Jonathan D. Gray</td><td>50</td><td>President, Chief Operating Officer and Director</td></tr><tr><td>Hamilton E. James</td><td>69</td><td>Executive Vice Chairman and Director</td></tr><tr><td>Michael S. Chae</td><td>51</td><td>Chief Financial Officer</td></tr><tr><td>John G. Finley</td><td>63</td><td>Chief Legal Officer</td></tr><tr><td>Joseph P. Baratta</td><td>49</td><td>Global Head of Private Equity and Director*</td></tr><tr><td>Kelly A. Ayotte</td><td>51</td><td>Director</td></tr><tr><td>James W. Breyer</td><td>58</td><td>Director</td></tr><tr><td>Sir John Antony Hood</td><td>68</td><td>Director</td></tr><tr><td>Rochelle B. Lazarus</td><td>72</td><td>Director</td></tr><tr><td>Jay O. Light</td><td>78</td><td>Director</td></tr><tr><td>The Right Honorable Brian Mulroney</td><td>80</td><td>Director</td></tr><tr><td>William G. Parrett</td><td>74</td><td>Director</td></tr></table>

* Appointment to board of directors effective March 2, 2020.

Stephen A. Schwarzman is the Chairman, Chief Executive Officer and Co-Founder of Blackstone and the Chairman of our board of directors. Mr. Schwarzman was elected Chairman of the board of directors effective March 20, 2007. He also sits on the firm's Management Committee. Mr. Schwarzman has been involved in all phases of the firm's development since its founding in 1985. Mr. Schwarzman is an active philanthropist with a history of supporting education, as well as culture and the arts, among other things. In 2020, he signed The Giving Pledge, committing to give the majority of his wealth to philanthropic causes. In both business and philanthropy, Mr. Schwarzman has dedicated himself to tackling big problems with transformative solutions. In June 2019, he donated £150 million to the University of Oxford to help redefine the study of the humanities for the 21st century. His gift – the largest single donation to Oxford since the renaissance – will create a new Centre for the Humanities which unites all humanities faculties under one roof for the first time in Oxford's history, and will offer new performing arts and exhibition venues as well as a new Institute for Ethics in AI. In October 2018, he announced a foundational $350 million gift to establish the MIT Schwarzman College of Computing, an interdisciplinary hub which will reorient MIT to address the opportunities and challenges presented by the rise of artificial intelligence, including critical ethical and policy considerations to ensure that the technologies are employed for the common good. In 2015, Mr. Schwarzman donated $150 million to Yale University to establish the Schwarzman Center, a first-of-its-kind campus center in Yale's historic "Commons" building, and also gave a founding gift of $40 million to the Inner-City Scholarship Fund, which provides tuition assistance to underprivileged children attending Catholic schools in the Archdiocese of New York. In 2013, he founded an international scholarship program, "Schwarzman Scholars," at Tsinghua University in Beijing to educate future leaders about China. At over $575 million, the program is modeled on the Rhodes Scholarship and is the single largest philanthropic effort in China's history coming largely from international donors. Mr. Schwarzman is Co-Chair of the Board of Trustees of Schwarzman Scholars. In 2007, Mr. Schwarzman donated $100 million to the New York Public Library on whose board he serves. In 2019, Mr. Schwarzman published his first book What It Takes: Lessons in the Pursuit of Excellence, a New York Times Best Seller which draws from his experience in business, philanthropy and public service. Mr. Schwarzman is a member of The Council on Foreign Relations, The Business Council, The Business Roundtable, and The International Business Council of the World Economic Forum. He is the former co-chair of the Partnership for New York City and serves on the boards of The Asia Society and New York Presbyterian Hospital, as well as on The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing. He is a Trustee of The Frick Collection in New York City and Chairman Emeritus of the board of directors of The John F. Kennedy Center for the Performing Arts. In 2007, Mr. Schwarzman was included in TIME's "100 Most Influential People." In 2016, he topped Forbes Magazine's list of the most influential people in finance and in 2018 was ranked in the Top 50 on Forbes' list of the "World's Most Powerful People". The Republic of France has



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awarded Mr. Schwarzman both the Légion d'Honneur and the Ordre des Arts et des Lettres at the Commandeur level. Mr. Schwarzman is one of the only Americans to receive both awards recognizing significant contributions to France. He was also awarded the Order of the Aztec Eagle, Mexico's highest honor for foreigners. He is also the former Chairman of the President's Strategic and Policy Forum, which was charged with providing direct input to the President of the United States from business leaders through a non-partisan, non-bureaucratic exchange of ideas. Mr. Schwarzman holds a BA from Yale University and an MBA from Harvard Business School. He has served as an adjunct professor at the Yale School of Management and on the Harvard Business School Board of Dean's Advisors.

Jonathan D. Gray is President and Chief Operating Officer of Blackstone and a member of our board of directors. Mr. Gray was elected to the board of directors effective February 24, 2012. He also sits on the firm's Management Committee and previously served as Global Head of Real Estate, which he helped build into the largest real estate platform in the world. Mr. Gray joined Blackstone in 1992. He currently serves as Chairman of the board of directors of Hilton Worldwide Holdings Inc. and Nevada Property 1 LLC (The Cosmopolitan of Las Vegas). Mr. Gray also previously served as a board member of Invitation Homes Inc., Brixmor Property Group Inc. and La Quinta Holdings Inc. He also serves on the board of Harlem Village Academies. Mr. Gray and his wife, Mindy, established the Basser Center for BRCA at the University of Pennsylvania School of Medicine focused on the prevention and treatment of certain genetically caused cancers. They also established NYC Kids RISE in partnership with the City of New York to accelerate college savings for low income children. Mr. Gray received a BS in Economics from the Wharton School, as well as a BA in English from the College of Arts and Sciences at the University of Pennsylvania.

Hamilton E. James is Executive Vice Chairman of Blackstone and a member of our board of directors. Mr. James was elected to the board of directors effective March 20, 2007. He is also a member of Blackstone's Management Committee and sits on various Blackstone investment committees. Mr. James previously served as President and Chief Operating Officer of Blackstone. Prior to joining Blackstone in 2002, Mr. James was Chairman of Global Investment Banking and Private Equity at Credit Suisse First Boston and a member of its executive board. Prior to the acquisition of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") by Credit Suisse First Boston in 2000, Mr. James was the Chairman of DLJ's Banking Group, responsible for all the firm's investment banking and merchant banking activities. Mr. James joined DLJ in 1975, became head of DLJ's global mergers and acquisitions group in 1982, founded DLJ Merchant Banking, Inc. in 1985, and was named Chairman of the Banking Group in 1995. Mr. James is the Chairman of the Board of Directors of Costco Wholesale Corporation, and has served on a number of other corporate boards. Mr. James is Chairman of the Finance Committee of The Metropolitan Museum of Art, Chairman of the finance committee of the Mount Sinai Health System, a member of the Center for American Progress Board of Trustees, Vice Chairman of Trout Unlimited's Coldwater Conservation Fund, Vice Chairman of the Board of Trustees of the Wildlife Conservation Society, Advisory Board Member of The Montana Land Reliance, Advisory Council member of the Monetary Authority of Singapore, Chairman of the Education Finance Institute, Advisory Board member of the Max S. Baucus Institute at the University of Montana and Chairman Emeritus of the Board of Trustees of the American Ballet Theatre. He is also a former member of the President's Export Council and a former Commissioner of The Port Authority of New York and New Jersey. In 2018, Mr. James co-authored the second edition of Rescuing Retirement, a book proposing a solution to America's looming retirement crisis. The first edition was published in 2016. Mr. James has also published articles in The New York Times, The Wall Street Journal, Financial Times, The Harvard Business Review and other major publications. Mr. James graduated magna cum laude with a BA from Harvard College in 1973 and was a John Harvard Scholar. He earned an MBA with high distinction from the Harvard Business School and graduated as a Baker Scholar in 1975.

Joseph P. Baratta is Global Head of Private Equity at Blackstone and a member of the board of directors. Mr. Baratta was elected to the board of directors effective March 2, 2020. He also sits on the firm's Management Committee. Mr. Baratta joined Blackstone in 1998 and in 2001 he moved to London to help establish Blackstone's corporate private equity business in Europe. Before joining Blackstone, Mr. Baratta was with Ticinum Incorporated and McCown De Leeuw & Company. Mr. Baratta also worked at Morgan Stanley in its mergers and acquisitions department. Mr. Baratta has served on the boards of a number of Blackstone portfolio companies and currently serves as a member or observer on the boards of directors of First Eagle Investment Management, Refinitiv, SESAC and Merlin Entertainments Group. He is also a member of the Board of Trustees of Georgetown University, is a trustee of the Tate Foundation, serves on the board of Year Up, an organization focused on youth employment, and serves on the Board of Trustees of Trinity School in New York City.

Michael S. Chae is Blackstone's Chief Financial Officer and a member of the firm's Management Committee. Mr. Chae has management responsibility over the firm's global finance, treasury, technology and corporate development functions. Since joining Blackstone in 1997, Mr. Chae has served in a broad range of leadership roles including Head of International Private Equity from 2012 through 2015, Head of Private Equity for Asia/Pacific from 2011 through 2015, and overseeing Private Equity investments in various sectors and the investment process for Tactical Opportunities. Mr. Chae led or was involved in numerous Blackstone investments over that time period.



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Before joining Blackstone, Mr. Chae worked at The Carlyle Group, L.P. and prior to that at Dillon, Read & Co. He has served on numerous boards of private and publicly traded portfolio companies and is President of the Board of Trustees of the Lawrenceville School. He is also a member of the Council on Foreign Relations and the Board of Trustees of the Asia Society and the St. Bernard's School. Mr. Chae received an AB from Harvard College, an MPhil. in International Relations from Cambridge University and a JD from Yale Law School.

John G. Finley is a Senior Managing Director and Chief Legal Officer of Blackstone and a member of the firm’s Management Committee. Before joining Blackstone in 2010, Mr. Finley had been a partner with Simpson Thacher & Bartlett for 22 years where he was a member of that law firm’s Executive Committee and Co-Head of Global Mergers & Acquisitions. Mr. Finley is an Adviser on the American Law Institute’s Restatement of the Law, Corporate Governance project and a member of the Dean’s Advisory Board of Harvard Law School. Mr. Finley is a member of the National Advisory Board of the Netter Center for Community Partnerships of the University of Pennsylvania and the Board of Advisors of the University of Pennsylvania Institute of Law and Economics. He is also a guest lecturer at Harvard Law School. He has served on the Committee of Securities Regulation of the New York State Bar Association, the Board of Advisors of the Knight-Bagehot Fellowship in Economics and Business Journalism at Columbia University, the Lawyers Committee for Human Rights and as a Trustee of the Jewish Board of Family and Children Services. He has also served as Chairman of the Annual International Mergers & Acquisitions Conference of the International Bar Association. Mr. Finley received a BS in Economics from the Wharton School of the University of Pennsylvania, a BA in History from the College of Arts and Sciences of the University of Pennsylvania, and a JD from Harvard Law School.

Kelly A. Ayotte is a member of our board of directors. Ms. Ayotte was elected to the board of directors effective May 13, 2019. Ms. Ayotte represented New Hampshire in the United States Senate from 2011 to 2016, where she chaired the Armed Services Subcommittee on Readiness and the Commerce Subcommittee on Aviation Operations. Ms. Ayotte also served on the Budget, Homeland Security and Governmental Affairs, Small Business and Entrepreneurship, and Aging Committees. Ms. Ayotte served as the “Sherpa” for Justice Neil Gorsuch, leading the effort to secure his confirmation to the United States Supreme Court. From 2004 to 2009, Ms. Ayotte served as New Hampshire’s first female Attorney General having been appointed to that position by Republican Governor Craig Benson and reappointed twice by Democratic Governor John Lynch. Prior to that, she served as the Deputy Attorney General, Chief of the Homicide Prosecution Unit and as Legal Counsel to Governor Craig Benson. Ms. Ayotte began her career as a law clerk to the New Hampshire Supreme Court and as an associate at the Mclane Middleton law firm. Ms. Ayotte serves on the board of directors of Caterpillar Inc. and its nomination, governance and public policy committee, the board of directors of News Corporation and its nomination and governance committee and the board of directors of Boston Properties, Inc. and its compensation and nomination and governance committees. She also serves on the board of directors of Blink Health LLC and BAE Systems Inc., and previously on the board of directors of Bloom Energy Corporation and chaired its nomination and governance committee. Ms. Ayotte also serves on the advisory boards of Microsoft Corporation, Chubb Insurance and Cirtonics. Ms. Ayotte is a Senior Advisor to United Against Nuclear Iran and Citizens for Responsible Energy Solutions. She also serves on the non-profit boards of the One Campaign, the International Republican Institute, the McCain Institute, Winning for Women, NH Veteran’s Count and NH Swim with a Mission. Ms. Ayotte co-chairs the Commission on Health Security at the Center for Strategic and International Studies and is member of the Taskforce on Extremism in Fragile States at the United States Institute of Peace. She is a member of the Board of Advisors for the Center on Military and Political Power at the Foundation for Defense of Democracies and the Aspen Institute’s Homeland Security and Economic Strategy Groups.

James W. Breyer is a member of our board of directors. Mr. Breyer was elected to the board of directors effective July 14, 2016. Mr. Breyer is the Founder and Chief Executive Officer of Breyer Capital, a premier venture capital firm based in Menlo Park, California. Mr. Breyer has been an early investor in over 40 technology companies that have completed successful public offerings or mergers. He served as Partner at Accel Partners from 1990 to 2016 and Managing Partner from 1995 to 2011. Mr. Breyer also has a long record of investing in China and partnering with Chinese entrepreneurs. He is Co-Chairman of IDG Capital, based in Beijing and the first firm to bring venture capital into China. Over the past several years, Mr. Breyer has developed a deep personal and investment interest in long-term oriented entrepreneurs and teams working in artificial/augmented intelligence.



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and human-assisted intelligence and has made numerous investments in this space. Mr. Breyer previously served on the board of directors of Twenty-First Century Fox, Inc. from 2011 to 2019, Facebook, Inc. from 2005 to 2013, Etsy, Inc. from 2008 to 2016, Dell, Inc. from 2009 to 2013 and Wal-Mart Stores, Inc. from 2001 to 2013, as well as a number of other technology companies. Mr. Breyer is currently the Chairman of the Advisory Board at the Tsinghua University School of Economics and Management, a member of Harvard Business School's Board of Dean's Advisors, a member of Harvard University's Global Advisory Council, a founding member of the Dean's Advisory Board of Stanford University's School of Engineering, Chairman of the Stanford Engineering Venture Fund and founding member of the Stanford Institute for Human-Assisted Artificial Intelligence Advisory Board. In addition, Mr. Breyer is a long-time active volunteer as a Trustee of the San Francisco Museum of Modern Art, the Metropolitan Museum of Art, the American Film Institute and Stanford's Center for Philanthropy and Civil Society.

Sir John Antony Hood is a member of our board of directors. Sir John was elected to the board of directors effective May 14, 2018. Sir John is the President and Chief Executive Officer of the Robertson Foundation. Sir John previously served as the Chair of the Rhodes Trust, on the board of the Mandela Rhodes Foundation and as Chairman of BMT Group, Ltd. He currently serves as a director of WPP plc and Aurora Energy Research. In addition, Sir John serves on the boards of the Fletcher Trust and the Said Business School Foundation, and on the advisory board for the African Leadership Academy. From 2004 to 2009, Sir John served as Vice-Chancellor of the University of Oxford, and from 1999 to 2004, he served as Vice-Chancellor of The University of Auckland. Sir John earned a Bachelor of Engineering and a PhD in Civil Engineering from The University of Auckland. Upon completing his doctorate, he was awarded a Rhodes Scholarship to study at the University of Oxford. There he read for an MPhil in Management Studies and was a member of Worcester College. Sir John has been appointed a Knight Companion to the New Zealand Order of Merit.

Rochelle B. Lazarus is a member of our board of directors. Ms. Lazarus was elected to the board of directors effective July 9, 2013. Ms. Lazarus is Chairman Emeritus of Ogilvy & Mather and served as Chairman of that company from 1997 to June 2012. Prior to becoming Chief Executive Officer and Chairman, she also served as President of O&M Direct North America, Ogilvy & Mather New York, and Ogilvy & Mather North America. Ms. Lazarus currently serves on the boards of Merck & Co., Inc., Rockefeller Capital Management, World Wildlife Fund, Lincoln Center for the Performing Arts and the Partnership for New York City. She also previously served on the board of General Electric Company. Ms. Lazarus is a trustee of the New York Presbyterian Hospital and is a member of the Board of Overseers of Columbia Business School. She is also a member of the Council on Foreign Relations and The Women's Forum, Inc.

Jay O. Light is a member of our board of directors. Mr. Light was elected to the board of directors effective September 18, 2008. Mr. Light is the Dean Emeritus of Harvard Business School and the George F. Baker Professor of Administration Emeritus. Prior to that, Mr. Light was the Dean of Harvard Business School from 2006 to 2010. Before becoming the Dean of Harvard Business School, Mr. Light was Senior Associate Dean, Chairman of the Finance Area, and a professor teaching Investment Management, Capital Markets, and Entrepreneurial Finance for 30 years. Mr. Light was also previously the lead director of the board of directors of HCA Holdings, Inc., a director of the Harvard Management Company and a director of Partners HealthCare (the Mass General and Brigham & Women's Hospitals), where he served as Chairman of its Investment Committee until 2015. In prior years until 2008, Mr. Light was a Trustee of the GMO Trusts, a family of mutual funds for institutional investors.

The Right Honorable Brian Mulroney is a member of our board of directors. Mr. Mulroney was elected to the board of directors effective June 21, 2007. Mr. Mulroney is a senior partner for Norton Rose Fulbright Canada LLP. Prior to joining Norton Rose Fulbright Canada, Mr. Mulroney was the eighteenth Prime Minister of Canada from 1984 to 1993 and leader of the Progressive Conservative Party of Canada from 1983 to 1993. He served as the Executive Vice President of the Iron Ore Company of Canada and President beginning in 1977. Prior to that, Mr. Mulroney served on the Cliché Commission of Inquiry in 1974. Mr. Mulroney is a Senior Advisor of Global Affairs at Barrick Gold Corporation, where he previously served as a member of the board of directors, and is the Chairman of their International Advisory Board. Mr. Mulroney is also Chairman of the board of directors of Quebecor Inc. and previously served on the board of directors of Wyndham Hotels & Resorts, Inc., Archer Daniels Midland Company and Quebecor World Inc.



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William G. Parrett is a member of our board of directors. Mr. Parrett was elected to the board of directors effective November 9, 2007. Until May 31, 2007, Mr. Parrett served as the Chief Executive Officer of Deloitte Touche Tohmatsu and Senior Partner of Deloitte (USA). Certain of the member firms of Deloitte Touche Tohmatsu or their subsidiaries and affiliates provide professional services to Blackstone or its affiliates. Mr. Parrett co-founded the Global Financial Services Industry practice of Deloitte and served as its first Chairman. Mr. Parrett is a member of the board of directors of Oracle Corporation, where he is a member of the nominating and governance committee, and Eastman Kodak Company, where he chairs the audit and finance committee. Mr. Parrett was also previously a member of the board of directors of Thermo Fisher Scientific Inc., UBS AG and Conduent Inc. Mr. Parrett is a Senior Trustee of the United States Council for International Business and a past Chairman of the Board of Trustees of United Way Worldwide and New York Foundation for Senior Citizens. Mr. Parrett is a Certified Public Accountant with an active license.

## Governance and Board Composition

Our common stock consists of Class A common stock, Class B common stock and Class C common stock. Under our certificate of incorporation and Delaware law, holders of our Class A common stock are entitled to vote, together with holders of our Class B common stock, voting as a single class, on a number of matters. However, the Class C common stock is the only class of the Company's common stock entitled to vote for the election of our directors. The single share of outstanding Class C common stock is currently held by Blackstone Group Management L.L.C (the "Class C Shareholder"), an entity owned by our senior managing directors and controlled by our founder, Mr. Schwarzman.

The Class C Shareholder elects our board of directors in accordance with the Class C Shareholder’s limited liability company agreement, where our senior managing directors have agreed that our founder, Mr. Schwarzman will have the power to vote upon, act upon, consent to, approve or otherwise determine any matters to be voted upon, acted upon, consented to, approved or otherwise determined by the members of the Class C Shareholder. The limited liability company agreement of our Class C Shareholder provides that at such time as Mr. Schwarzman should cease to be a founding member, Jonathan D. Gray will thereupon succeed Mr. Schwarzman as the sole founding member of our Class C Shareholder, and thereafter such power will revert to the members of Class C Shareholder holding a majority in interest in the Class C Shareholder.

In identifying candidates for membership on the board of directors, Mr. Schwarzman, acting on behalf of the Class C Shareholder, takes into account (a) minimum individual qualifications, such as strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the board of directors, and (b) all other factors he considers appropriate.

After conducting an initial evaluation of a candidate, Mr. Schwarzman will interview that candidate if he believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and senior management. If, following such interview and any consultations with directors and senior management, Mr. Schwarzman believes a candidate would be a valuable addition to the board of directors, he will appoint that individual to the board of directors.

When considering whether the board’s directors have the experience, qualifications, attributes and skills, taken as a whole, to enable the board to satisfy its oversight responsibilities effectively in light of Blackstone’s business and structure, Mr. Schwarzman focused on the information described in each of the board members’ biographical information set forth above. In particular, with regard to Ms. Ayotte, Mr. Schwarzman considered her distinguished career in government and public service, especially her service as a United States Senator and as New Hampshire Attorney General. With regard to Mr. Breyer, Mr. Schwarzman considered his extensive financial background and significant investment experience at Breyer Capital and Accel Partners. With regard to Sir John, Mr. Schwarzman considered his distinguished experience playing a key role in the management and oversight of leading, complex institutions and philanthropic organizations around the world. With regard to Ms. Lazarus, Mr. Schwarzman considered her extensive business background and her management experience in a variety of



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senior leadership roles at Ogilvy & Mather. With regard to Mr. Light, Mr. Schwarzman considered his distinguished career as a professor and dean at Harvard Business School with extensive knowledge and expertise of the investment management and capital markets industries. With regard to Mr. Mulroney, Mr. Schwarzman considered his distinguished career of government service, especially his service as the Prime Minister of Canada. With regard to Mr. Parrett, Mr. Schwarzman considered his significant experience, expertise and background with regard to auditing and accounting matters, his leadership role at Deloitte and his extensive experience serving as a director on boards of directors. With regard to Messrs. Gray, James and Baratta, Mr. Schwarzman considered their leadership and extensive knowledge of our business and operations gained through their years of service at our firm and with regard to himself, Mr. Schwarzman considered his role as founder and long-time Chief Executive Officer of our firm.

## Controlled Company Exception and Director Independence

Because the Class C Shareholder holds more than 50% of the voting power for the election of directors, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these standards, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements (a) that a majority of its board of directors consist of independent directors, (b) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (c) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. See “Risk Factors — Risks Related to Our Organizational Structure — We are a controlled company and as a result fall within the exceptions from certain corporate governance and other requirements under the rules of the New York Stock Exchange.” We currently utilize the second and third of these exemptions. In the event that we cease to be a “controlled company” and our shares of Class A common stock continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods. While we are exempt from the NYSE rules requiring a majority of independent directors, we currently have and intend to continue to maintain a majority independent board of directors.

Our board of directors has a total of ten members, including seven members, Messrs. Breyer, Hood, Light, Mulroney and Parrett, and Mses. Ayotte and Lazarus, who are independent under NYSE rules relating to corporate governance matters and the independence standards described in our governance policy.

## Board Committees

Our board of directors has three standing committees: the audit committee, the compensation committee and the executive committee.

Audit Committee. The audit committee consists of Messrs. Parrett (Chairman), Breyer, Hood and Light and Mses. Ayotte and Lazarus. The purpose of the audit committee is, among other things, to assist the board of directors in fulfilling its responsibility with respect to its oversight of (a) the quality and integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) our independent auditor's qualification, independence and performance, and (d) the performance of our internal audit function. The audit committee's responsibilities also include reviewing with management, the independent auditors and internal audit, the areas of material risk to our operations and financial results, including major financial risks and exposures and our guidelines and policies with respect to risk assessment and risk management. The members of the audit committee meet the independence standards and financial literacy requirements for service on an audit committee of a board of directors pursuant to the NYSE listing standards and SEC rules applicable to audit committees. The board of directors has determined that Mr. Parrett is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The audit committee has a charter, which is available on our website at http://ir.blackstone.com under “Corporate Governance.”



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Compensation Committee . The compensation committee consists of Mr. Schwarzman. The purpose of the compensation committee is, among other things, to fix, and establish policies for, the compensation of officers and employees of the Company and its subsidiaries.

Executive Committee . The executive committee consists of Messrs. Schwarzman, Gray, James and Baratta (effective March 2, 2020). The board of directors has delegated all of the power and authority of the full board of directors to the executive committee to act when the board of directors is not in session.

## Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics and a Code of Ethics for Financial Professionals, which apply to our principal executive officer, principal financial officer and principal accounting officer. Each of these codes is available on our website at http://ir.blackstone.com under “Corporate Governance.” We intend to disclose any amendment to or waiver of the Code of Ethics for Financial Professionals and any waiver of our Code of Business Conduct and Ethics on behalf of an executive officer or director either on our website or in an 8-K filing.

## Corporate Governance Guidelines

The board of directors has a Governance Policy, which addresses matters such as the board of directors' responsibilities and duties and the board of directors' composition and compensation. The Governance Policy is available on our website at http://ir.blackstone.com under "Corporate Governance."

## Communications to the Board of Directors

The non-management members of our board of directors meet at least quarterly. The presiding director at these non-management board member meetings is Mr. Parrett. All interested parties, including any employee or shareholder, may send communications to the non-management members of our board of directors by writing to: The Blackstone Group Inc., Attn: Audit Committee, 345 Park Avenue, New York, New York 10154.

## Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than ten percent of a registered class of The Blackstone Group Inc.'s equity securities to file initial reports of ownership and reports of changes in ownership with the SEC and furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations from such persons that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that, with respect to the fiscal year ended December 31, 2019, such persons complied with all such filing requirements.

## Item 11. Executive Compensation

## Compensation Discussion and Analysis

## Overview of Compensation Philosophy and Program

The intellectual capital collectively possessed by our senior managing directors (including our named executive officers) and other employees is the most important asset of our firm. We invest in people. We hire qualified people, train them, encourage them to provide their best thinking to the firm for the benefit of the investors in the funds we manage, and compensate them in a manner designed to retain and motivate them and align their interests with those of the investors in our funds.



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Our overriding compensation philosophy for our senior managing directors and certain other employees is that compensation should be composed primarily of (a) annual cash bonus payments tied to the performance of the applicable business unit(s) in which such employee works, (b) performance interests (composed primarily of Performance Allocations, commonly referred to as carried interest, and incentive fee interests) tied to the performance of the investments made by the funds in the business unit in which such employee works or for which he or she has responsibility, (c) deferred equity awards reflecting the value of our Class A common stock, and (d) additional cash payments and equity awards tied to extraordinary performance of such employee or other circumstances (for example, if there has been a change of role or responsibility). We believe base salary should represent a significantly lesser component of total compensation. We believe the appropriate combination of annual cash bonus payments and performance interests or deferred equity awards encourages our senior managing directors and other employees to focus on the underlying performance of our investment funds, as well as the overall performance of the firm and interests of holders of our shareholders. To that end, the primary form of compensation to our senior managing directors and other employees who work in operations related to our carry funds or funds that pay incentive fees is generally a combination of annual cash bonus payments related to the performance of those carry fund operations, carried interest or incentive fee interests and, in specified cases, deferred equity awards. Along the same lines, the primary form of compensation to our senior managing directors and other employees who do not work in such fund operations is generally a combination of annual cash bonus payments tied to the performance of the applicable business unit in which such employee works and deferred equity awards.

Employees at higher total compensation levels are generally targeted to receive a greater percentage of their total compensation payable in annual cash bonuses, participation in performance interests, and deferred equity awards and a lesser percentage in the form of base salary compared to employees at lower total compensation levels. We believe that the proportion of compensation that is “at risk” should increase as an employee’s level of responsibility rises.

Our compensation program includes significant elements that discourage excessive risk-taking and aligns the compensation of our employees with the long-term performance of the firm. For example, notwithstanding the fact that for accounting purposes we accrue compensation for the Performance Plans (as defined below) related to our carry funds as increases in the carrying value of the portfolio investments are recorded in those carry funds, we only make cash payments to our employees related to carried interest when profitable investments have been realized and cash is distributed first to the investors in our funds, followed by the firm and only then to employees of the firm. Moreover, if a carry fund fails to achieve specified investment returns due to diminished performance of later investments, our Performance Plans entitle us to “clawback” carried interest payments previously made to an employee for the benefit of the limited partner investors in that fund, and we escrow a portion of all carried interest payments made to employees to help fund their potential future “clawback” obligations, all of which further discourages excessive risk-taking by our employees. Similarly, for our investment funds that pay incentive fees, those incentive fees are only paid to the firm and employees of the firm to the extent an applicable fund’s portfolio of investments has profitably appreciated in value (in most cases above a specified level) during the applicable period. In addition, and as noted below with respect to our named executive officers, the requirement that we have our professional employees invest in certain of the funds they manage directly aligns the interests of our professionals and our investors. In most cases, these investments represent a significant percentage of



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employees’ after-tax compensation. Lastly, because our equity awards have significant vesting or deferral provisions, the actual amount of compensation realized by the recipient will be tied directly to the long-term performance of our Class A common stock. In addition, in applicable jurisdictions, specifically in the European Union, our compensation program includes additional remuneration policies that may limit or otherwise alter the compensation for certain employees consistent with local regulatory requirements and aimed at, among other things, discouraging inappropriate risk-taking and aligning compensation with the firm’s strategy and long-term interests consistent with our general compensation program.

We believe our current compensation and benefit allocations for senior professionals are best in class and are consistent with companies in the alternative asset management industry. We do not generally rely on compensation surveys or compensation consultants. Our senior management periodically reviews the effectiveness and competitiveness of our compensation program, and such reviews may in the future involve the assistance of independent consultants.

Personal Investment Obligations. As part of our compensation philosophy and program, we require our named executive officers to personally invest their own capital in and alongside the funds that we manage. We believe that this strengthens the alignment of interests between our named executive officers and the investors in those investment funds. (See “— Item 13. Certain Relationships and Related Transactions, and Director Independence — Investment in or Alongside Our Funds.”) In determining compensation for our named executive officers, we do not take into account the gains or losses attributable to the personal investments by our named executive officers in our investment funds.

Minimum Retained Ownership Requirements. We believe the continued ownership by our named executive officers of significant amounts of our equity affords significant alignment of interests with our shareholders. In 2019, in order to further balance retention incentives, we modified our minimum retained ownership requirements for equity awards granted from 2019 and onward to require our named executive officers to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) for two years after each vesting event, unless the named executive officer's employment terminates prior to release, in which case the vested equity will be released two years after termination of employment. The minimum retained ownership requirements for our named executive officers are further described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Terms of Blackstone Holdings Partnership Units Granted in 2019 and Prior Years — Minimum Retained Ownership Requirements.”

## Named Executive Officers

In 2019, our named executive officers were:

<table><tr><td>Executive</td><td>Title</td></tr><tr><td>Stephen A. Schwarzman</td><td>Chairman and Chief Executive Officer</td></tr><tr><td>Jonathan D. Gray</td><td>President and Chief Operating Officer</td></tr><tr><td>Hamilton E. James</td><td>Executive Vice Chairman</td></tr><tr><td>Michael S. Chae</td><td>Chief Financial Officer</td></tr><tr><td>John G. Finley</td><td>Chief Legal Officer</td></tr></table>

## Compensation Elements for Named Executive Officers

The key elements of the compensation of our named executive officers for 2019 were base compensation, which is composed of base salary, cash bonus and equity-based compensation, and performance compensation, which is composed of carried interest and incentive fee allocations:

1. Base Salary. Each named executive officer received a $350,000 annual base salary in 2019, which equals the total yearly partnership drawings that were received by each of our senior managing directors prior to our initial public offering in 2007. In keeping with historical practice, we continue to pay this amount as a base salary.



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2. Annual Cash Bonus Payments / Deferred Equity Awards. Since our initial public offering, Mr. Schwarzman has not received any cash compensation other than the $350,000 annual salary described above and the actual realized carried interest distributions or incentive fees he may receive in respect of his participation in the carried interest or incentive fees earned from our funds through our Performance Plans described below. We believe that having Mr. Schwarzman’s compensation largely based on ownership of a portion of the carried interest or incentive fees earned from our funds aligns his interests with those of the investors in our funds and our shareholders.

Each of our named executive officers other than Mr. Schwarzman received annual cash bonus payments in 2019 in addition to their base salary. These cash payments included participation interests in the earnings of the firm’s various investment businesses. Indicative participation interests for each year were disclosed to a named executive officer at the beginning of such year and represented estimates of the expected percentage participation that such named executive officer may have had in the relevant business unit(s)’ earnings for that same year. However, the ultimate cash payments paid to the named executive officers at the end of the year in respect of their participation interests were determined in the discretion of Mr. Schwarzman and Mr. Gray, as described below. Earnings for a business unit are calculated based on the annual operating income of that business unit and are generally a function of the performance of such business unit, which is evaluated by Mr. Schwarzman and Mr. Gray. The ultimate cash payment amounts were based on (a) the prior and anticipated performance of the named executive officer, (b) the prior and anticipated performance of the segments and product lines in which the named executive officer serves and for which he has responsibility, and (c) the estimated participation interests given to the named executive officer at the beginning of the year in respect of the investments to be made in that year. We make annual cash bonus payments in the first quarter of the ensuing year to reward individual performance for the prior year. The ultimate cash payments that are made are fully discretionary as further discussed below under “— Determination of Incentive Compensation.”

For 2019, all employees other than Mr. Schwarzman, Mr. Gray and Mr. James were selected to participate in the Bonus Deferral Plan. The Bonus Deferral Plan provides for the deferral of a portion of each participant’s annual cash bonus payment. The portion deferred is prescribed under the Bonus Deferral Plan and is calculated in accordance with certain adjustments, including reductions for mandatory contributions to our investment funds. By deferring a portion of a participant’s compensation for three years, the Bonus Deferral Plan acts as an employment retention mechanism and thereby enhances the alignment of interests between such participant and the firm. Many publicly traded asset managers utilize deferred compensation plans as a means of retaining and motivating their professionals, and we believe that it is in the interest of our shareholders to do the same for our personnel.

On January 10, 2020, Mr. Chae and Mr. Finley each received a deferral award under the Bonus Deferral Plan of deferred restricted common stock units in respect of their service in 2019. The amount of each participant’s annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the participant’s total annual incentive compensation, which generally includes such participant’s annual cash bonus payment and a portion of any incentive fees earned in connection with our investment funds and is subject to certain adjustments, including reductions for mandatory contributions to our investment funds. The percentage of Mr. Chae’s 2019 annual cash bonus payment mandatorily deferred into deferred restricted common stock units was approximately 22.3%. The percentage of Mr. Finley’s annual cash bonus payment mandatorily deferred into deferred restricted common stock units was approximately 37.3%. This award is reflected as a stock award for fiscal year 2019 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2019 table.

3. Discretionary Equity Awards. In January 2019, Mr. Gray, Mr. Chae and Mr. Finley were each awarded a discretionary award of deferred restricted Blackstone Holdings Partnership Units with a value of $30,000,000, $2,000,000 and $2,000,000, respectively. These awards reflected 2018 performance and were intended to further promote retention and to incentivize future performance. The awards were granted under the 2007 Equity Incentive Plan on July 1, 2019, subject to the named executive officer’s continued employment through such date. The awards will vest 20% on July 1, 2022, 30% on July 1, 2023 and 50% on July 1, 2024. These awards are reflected as stock awards for fiscal 2019 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2019 table.



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In January 2020, Mr. Gray, Mr. Chae and Mr. Finley were each awarded a discretionary award of deferred restricted common stock units with a value of $35,000,000, $10,000,000 and $5,000,000, respectively. These awards reflected 2019 performance and were intended to further promote retention and to incentivize future performance. The awards will be granted under the 2007 Equity Incentive Plan and are expected to be granted on April 1, 2020, subject to the named executive officer's continued employment through such date. The awards will vest 10% on July 1, 2021, 10% on July 1, 2022, 20% on July 1, 2023, 30% on July 1, 2024 and 30% on July 1, 2025. These awards will be reflected as stock awards for fiscal 2020 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2020 table.

4. Participation in Carried Interest and Incentive Fees. During 2019, all of our named executive officers participated in the carried interest of our carry funds or the incentive fees of our funds that pay incentive fees through their participation interests in the carry or incentive fee pools generated by these funds. The carry or incentive fee pool with respect to each fund in a given year is funded by a fixed percentage of the total amount of carried interest or incentive fees earned by Blackstone for such fund in that year. We refer to these pools and employee participation therein as our "Performance Plans" and payments made thereunder as "performance payments." Because the aggregate amount of performance payments payable through our Performance Plans is directly tied to the performance of the funds, we believe this fosters a strong alignment of interests between the investors in those funds and these named executive officers, and therefore benefits our shareholders. In addition, most alternative asset managers, including several of our competitors, use participation in carried interest or incentive fees as a central means of compensating and motivating their professionals, and we must do the same in order to attract and retain the most qualified personnel. For purposes of our financial statements, we treat the income allocated to all our personnel who have participation interests in the carried interest or incentive fees generated by our funds as compensation, and the amounts of carried interest and incentive fees earned by named executive officers are reflected as "All Other Compensation" in the Summary Compensation Table. Distributions in respect of our Performance Plans for each named executive officer are determined on the basis of the percentage participation in the relevant investments previously allocated to that named executive officer, which percentage participations are established in January of each year in respect of the investments to be made in that year. The percentage participation for a named executive officer may vary from year to year and fund to fund due to several factors, and may include changes in the size and composition of the pool of Blackstone personnel participating in such Performance Plan in a given year, the performance of our various businesses, new developments in our businesses and product lines, and the named executive officer's leadership and oversight of the business or corporate function for which the named executive officer is responsible and such named executive officer's contributions with respect to our strategic initiatives. In addition, certain of our employees, including our named executive officers, may participate in profit sharing initiatives whereby these individuals may receive allocations of investment income from Blackstone's firm investments. Our employees, including our named executive officers, may also receive equity awards in our investment advisory clients and/or be allocated securities of such clients that we have received.

(a) Carried Interest. Distributions of carried interest in cash (or, in some cases, in-kind) to our named executive officers and other employees who participate in our Performance Plans relating to our carry funds depends on the realized proceeds and timing of the cash realizations of the investments owned by the carry funds in which they participate. Our carry fund agreements also set forth specified preconditions to a carried interest distribution, which typically include that there must have been a positive return on the relevant investment and that the fund must be above its carried interest hurdle rate. In addition, as described below, employees or senior managing directors may also be required to have fulfilled specified service requirements in order to be eligible to receive carried interest distributions. For our carry funds, carried interest distributions for the named executive officer's participation interests are generally made to the named executive officer following the actual realization of the investment, although a portion of such carried interest is held back by the firm in respect of any future "clawback" obligation related to the fund. In allocating participation interests in the carry pools, we have not historically taken into account or based such allocations on any prior or projected triggering of any "clawback" obligation related to



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any fund. To the extent any “clawback” obligation were to be triggered, carried interest previously distributed to a named executive officer would have to be returned to the limited partners of such fund, thereby reducing the named executive officer’s overall compensation for any such year. Moreover, because a carried interest recipient (including Blackstone itself) may have to fund more than his or her respective share of a “clawback” obligation under the governing documents (generally, up to an additional 50%), there is the possibility that the compensation paid to a named executive officer for any given year could be significantly reduced or even negative in the event a “clawback” obligation were to arise.

Participation in carried interest generated by our carry funds for all participating named executive officers other than Mr. Schwarzman and Mr. James is subject to vesting. Vesting serves as an employment retention mechanism and thereby enhances the alignment of interests between a participant in our Performance Plans and the firm. For carried interest allocated on or prior to December 31, 2012 and carried interest earned in certain of our credit funds, each participating named executive officer (other than Mr. Schwarzman and Mr. James) vests in 25% of the carried interest related to an investment immediately upon the closing of the investment by a carry fund with the remainder vesting in equal installments on the first through third anniversary of the closing of that investment (unless an investment is realized prior to the expiration of such three-year anniversary, in which case such active executive officer is deemed 100% vested in the proceeds of such realizations). For carried interest allocated after December 31, 2012, the carried interest related to an investment generally vests in equal installments on the first through fourth anniversary of the closing of that investment (unless an investment is realized prior to the expiration of such four-year anniversary, in which case such active executive officer is deemed 100% vested in the proceeds of such realizations). In addition, any named executive officer who is retirement eligible will automatically vest in 50% of their otherwise unvested carried interest allocation upon retirement. (See “—Non-Competition and Non-Solicitation Agreements — Retirement.”) We believe that vesting of carried interest participation enhances the stability of our senior management team and provides greater incentives for our named executive officers to remain at the firm. Due to his unique status as a founder and the long-time chief executive officer of our firm, Mr. Schwarzman vests in 100% of his carried interest participation related to any investment by a carry fund upon the closing of that investment. In recognition of his significant contributions to the firm and the value Mr. James continues to provide as Executive Vice Chairman, Mr. James fully vests in any carried interest participation related to any investment by a carry fund upon the closing of that investment.

(b) Incentive Fees. Cash distributions of incentive fees to our named executive officers and other employees who participate in our Performance Plans relating to the funds that pay incentive fees depends on the performance of the investments owned by those funds in which they participate. For our investment funds that pay incentive fees, those incentive fees are only paid to the firm and employees of the firm to the extent an applicable fund’s portfolio of investments has profitably appreciated in value (in most cases above a specified level) during the applicable period and following the calculation of the profit split (if any) between the fund’s general partner or investment adviser and the fund’s investors, which occurs once a year (generally December 31 or June 30 of each year).

(c) Investment Advisory Client Interests. BXMT, Blackstone Residential Trust (“BXRT”) and Blackstone Real Estate Income Trust (“BREIT”) are investment advisory clients of Blackstone. Compensation we receive from investment advisory clients in the form of securities may be allocated to employees and senior managing directors. For example, in 2019, Messrs. Schwarzman, Gray, James, Chae and Finley were allocated restricted shares of listed common stock of BXMT in connection with investment advisory services provided by Blackstone to BXMT. In 2019, Messrs. Schwarzman, Gray, James, Chae and Finley were also allocated restricted shares of BXRT and BREIT. The BREIT shares were allocated in January 2019 in respect of 2018 performance. The value of these allocated restricted shares is reflected as “All Other Compensation” in the Summary Compensation Table.

5. Other Benefits. Upon the consummation of our initial public offering in June 2007, we entered into a founding member agreement with our founder, Mr. Schwarzman, which provides specified benefits to him following his retirement. (See “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Schwarzman Founding Member Agreement.”) Mr. Schwarzman, Mr. Gray and Mr. James are provided certain security services, which may include home security systems and monitoring, and personal and related security services. These security services are provided for our benefit, and we consider the related



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expenses to be appropriate business expenses rather than personal benefits for Mr. Schwarzman, Mr. Gray and Mr. James. Nevertheless, the expenses associated with these security services are reflected in the "All Other Compensation" column of the Summary Compensation Table below. In addition, in 2019, we provided certain unused company-leased office space, and limited administrative support, for use by certain individuals who work for the Education Finance Institute (EFI), a charitable organization formed by Mr. James, for which there was no incremental cost to Blackstone.

## Determination of Incentive Compensation

Mr. Schwarzman reserves final approval of each named executive officer’s compensation, other than his own, based on recommendations from Mr. Gray. Mr. Schwarzman’s compensation has been established pursuant to the terms of his amended and restated founding member agreement, which is described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Schwarzman Founding Member Agreement”. For 2019, these decisions were based primarily on Mr. Schwarzman’s and Mr. Gray’s assessment of such named executive officer’s individual performance, operational performance for the areas of the business for which he has responsibility, and the officer’s potential to enhance investment returns for the investors in our funds and service to our advisory clients, and to contribute to long-term shareholder value. In evaluating these factors, Mr. Schwarzman and Mr. Gray relied upon their judgment to determine the ultimate amount of a named executive officer’s annual cash bonus payment and participation in carried interest, incentive fees and investment advisory client interests that was necessary to properly induce the named executive officer to seek to achieve our objectives and reward a named executive officer in achieving those objectives over the course of the prior year. Key factors that Mr. Schwarzman considered in making such determination with respect to Mr. Gray were his service as President and Chief Operating Officer, his role in overseeing the growth and operations of the firm, and his leadership on the strategic direction of the firm generally. Key factors that Mr. Schwarzman and Mr. Gray considered in making such determinations with respect to Mr. James were his role in helping develop new businesses, serving as a firm spokesman and managing strategic external relationships. Key factors that Mr. Schwarzman and Mr. Gray considered in making such determinations with respect to Mr. Chae were his leadership and oversight of our global finance, treasury, technology and corporate development function and his role in strategic initiatives undertaken by the firm, including the successful completion of the Conversion. Key factors that Mr. Schwarzman and Mr. Gray considered in making such determinations with respect to Mr. Finley were his leadership and oversight of our global legal and compliance functions, his role in positioning the firm to be compliant with and responsive to evolving legal and regulatory requirements applicable to us and our investment businesses, and his role in strategic initiatives undertaken by the firm, including the successful completion of the Conversion. For 2019, Mr. Schwarzman and Mr. Gray also considered each named executive officer’s prior year annual cash bonus payments, indicative participation interests disclosed to the named executive officer at the beginning of the year, his allocated share of performance interests through participation in our Performance Plans, the appropriate balance between incentives for long-term and short-term performance, and the compensation paid to the named executive officer’s peers within the firm. The actual cash bonus amounts awarded based on these considerations, net of the portion of Mr. Chae’s and Mr. Finley’s bonus mandatorily deferred into deferred restricted common stock units pursuant to the Bonus Deferral Plan, are reflected in the “Bonus” column of the Summary Compensation Table below.

## Compensation Committee Report

The compensation committee of the board of directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, has determined that the Compensation Discussion and Analysis should be included in this annual report.



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## Compensation Committee Interlocks and Insider Participation

During 2019, our compensation committee was comprised of Mr. Schwarzman, and none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our compensation committee or our board of directors. For a description of certain transactions between us and Mr. Schwarzman, see “— Item 13. Certain Relationships and Related Transactions, and Director Independence.”

## Summary Compensation Table

The following table provides summary information concerning the compensation of our Chief Executive Officer, our Chief Financial Officer and each of our three other most highly compensated employees who served as executive officers at December 31, 2019, for services rendered to us. These individuals are referred to as our named executive officers in this annual report.

<table><tr><td>Name and Principal Position</td><td>Year</td><td>Salary</td><td>Bonus (a)</td><td>Stock Awards (b)</td><td>All Other Compensation (c)</td><td>Total</td></tr><tr><td>Stephen A. Schwarzman</td><td>2019</td><td>$350,000</td><td>$ —</td><td>$ —</td><td>$ 56,723,953</td><td>$ 57,073,953</td></tr><tr><td>Chairman and Chief Executive Officer</td><td>2018</td><td>$350,000</td><td>$ —</td><td>$ —</td><td>$ 68,797,028</td><td>$ 69,147,028</td></tr><tr><td>Jonathan D. Gray</td><td>2019</td><td>$350,000</td><td>$ —</td><td>$ —</td><td>$ 125,169,429</td><td>$ 125,519,429</td></tr><tr><td>President and Chief Operating Officer</td><td>2018</td><td>$350,000</td><td>$10,000,000</td><td>$33,006,635</td><td>$ 55,637,598</td><td>$ 98,994,233</td></tr><tr><td>Hamilton E. James</td><td>2019</td><td>$350,000</td><td>$25,797,554</td><td>$ 6,040,668</td><td>$ 131,861,776</td><td>$164,049,998</td></tr><tr><td>Executive Vice Chairman</td><td>2018</td><td>$350,000</td><td>$27,347,258</td><td>$ —</td><td>$ 28,265,429</td><td>$ 55,962,687</td></tr><tr><td></td><td>2017</td><td>$350,000</td><td>$28,785,507</td><td>$ —</td><td>$ 37,108,062</td><td>$ 66,243,569</td></tr><tr><td>Michael S. Chae</td><td>2019</td><td>$350,000</td><td>$ 5,713,868</td><td>$ 3,960,195</td><td>$ 5,556,311</td><td>$ 15,580,374</td></tr><tr><td>Chief Financial Officer</td><td>2018</td><td>$350,000</td><td>$ 5,702,045</td><td>$ 1,398,751</td><td>$ 6,865,619</td><td>$ 14,316,416</td></tr><tr><td></td><td>2017</td><td>$350,000</td><td>$ 6,634,789</td><td>$ 27,723</td><td>$ 11,204,987</td><td>$ 18,217,499</td></tr><tr><td>John G. Finley</td><td>2019</td><td>$350,000</td><td>$ 3,691,801</td><td>$ 4,564,697</td><td>$ 1,383,733</td><td>$ 9,990,231</td></tr><tr><td>Chief Legal Officer</td><td>2018</td><td>$350,000</td><td>$ 3,584,415</td><td>$ 2,143,429</td><td>$ 1,627,559</td><td>$ 7,705,403</td></tr><tr><td></td><td>2017</td><td>$350,000</td><td>$ 3,787,940</td><td>$ 1,578,479</td><td>$ 2,295,742</td><td>$ 8,012,161</td></tr></table>

(a) The amounts reported in this column reflect the annual cash bonus payments made for performance in the indicated year.

The amount reported as “bonus” for 2019 for Mr. Chae and Mr. Finley is shown net of their mandatory deferral pursuant to the Bonus Deferral Plan. The deferred amounts for 2019 were as follows: Mr. Chae, $1,636,132 and Mr. Finley, $2,198,199. For additional information on the Bonus Deferral Plan, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2020 and Prior Years.”

(b) The reference to “stock” in this table refers to deferred restricted Blackstone Holdings Partnership Units or deferred restricted common stock units. The amounts reported in this column represent the grant date fair value of stock awards granted for financial statement reporting purposes in accordance with GAAP pertaining to equity-based compensation. The assumptions used in determining the grant date fair value are set forth in Note 17. “Equity-Based Compensation” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.”



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Amounts reported for 2019 reflect the following deferred restricted common stock units granted on January 10, 2020 for 2019 performance under the Bonus Deferral Plan: Mr. Chae, 30,487 deferred restricted common stock units with a grant date fair value of $1,759,710 and Mr. Finley, 40,960 deferred restricted common stock units with a grant date fair value of $2,364,211. The grant date fair value of the stock award reflecting the deferred bonus amount is computed in accordance with GAAP and generally differs from the dollar amount of the portion of the bonus that is required to be deferred under the Bonus Deferral Plan. For additional information on the Bonus Deferral Plan, see "— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2020 and Prior Years."

(c) Amounts reported for 2019 include distributions, whether in cash or in-kind, in respect of carried interest or incentive fee allocations relating to our Performance Plans to the named executive officer in 2019 as follows: $53,486,800 for Mr. Schwarzman, $52,790,654 for Mr. Gray, $27,169,243 for Mr. James, $5,358,441 for Mr. Chae and $1,303,840 for Mr. Finley, respectively. Any in-kind distributions in respect of carried interest are reported based on the market value of the securities distributed as of the date of distribution. For 2019, Messrs. Schwarzman, Gray, James and Chae were the only named executive officers who received such in-kind distributions. We have determined to present compensation relating to carried interest and incentive fees within the Summary Compensation Table in the year in which such compensation is paid to the named executive officer under the terms of the relevant Performance Plan. Accordingly, the amounts presented in the table differ from the compensation expense recorded by us on an accrual basis for such year in respect of carried interest and incentive fees allocable to a named executive officer, which accrued amounts for 2019 are separately disclosed in this footnote to the Summary Compensation Table. We believe that the presentation of the actual amounts of carried interest- and incentive fee-related compensation paid to a named executive officer during the year, instead of the amounts of compensation expense we have recorded on an accrual basis, most appropriately reflects the actual compensation received by the named executive officer and represents the amount most directly aligned with the named executive officer's actual performance. By contrast, the amount of compensation expense accrued in respect of carried interest and incentive fees allocable to a named executive officer can be highly volatile from year to year, with amounts accrued in one year being reversed in a following year, and vice versa, causing such amounts to be less useful as a measure of the compensation actually earned by a named executive officer in any particular year.

To the extent compensation expense recorded by us on an accrual basis in respect of carried interest or incentive fee allocations (rather than cash or in-kind distributions) were to be included for 2019, the amounts would be $111,281,155 for Mr. Schwarzman, $111,002,224 for Mr. Gray, $54,767,757 for Mr. James, $8,180,502 for Mr. Chae and $2,893,233 for Mr. Finley. For financial statement reporting purposes, the accrual of compensation expense is equal to the amount of carried interest and incentive fees related to performance fee revenues as of the last day of the relevant period as if the performance fee revenues in the funds generating such carried interest or incentive fees were realized as of the last day of the relevant period.

With respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2019 also include the value of restricted shares of listed common stock of BXMT allocated to such named executive officers based on the closing price of BXMT's common stock on the date of the award as follows: $1,204,931 for Mr. Schwarzman, $809,244 for Mr. Gray, $314,458 for Mr. James, $87,615 for Mr. Chae and $35,046 for Mr. Finley. These restricted shares will vest over three years with one-sixth of the shares vesting at the end of the second quarter after the date of the award and the remaining shares vesting in ten equal quarterly installments thereafter. In addition, with respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2019 include the value of restricted shares of BXRT stock allocated to such executive officers based on the date of the award as follows: $83,436 for Mr. Schwarzman, $66,272 for Mr. Gray, $25,746 for Mr. James, $7,173 for Mr. Chae and $2,865 for Mr. Finley. These restricted shares will vest one-third on January 1, 2020, one-third on January 1, 2021 and one-third on January 1, 2022. In addition, with respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2019 also include the value of BREIT shares allocated to such named executive officers based on BREIT's 2018 year-end net asset value as follows: $1,572,083 for Mr. Schwarzman, $1,970,977 for Mr. Gray, $749,682 for Mr. James, $103,081 for Mr. Chae and $41,232 for Mr. Finley. These BREIT shares are fully vested upon delivery.



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With the exception of $376,703 of expenses related to security services in 2019 for Mr. Schwarzman and members of his family, any perquisites or other personal benefits provided to the other named executive officers were less than $10,000 and information regarding any such perquisites or other personal benefits has therefore not been included. As noted above under "— Compensation Discussion and Analysis — Compensation Elements for Named Executive Officers — Other Benefits," we consider the expenses for security services for Mr. Schwarzman to be for our benefit and appropriate business expenses rather than personal benefits for Mr. Schwarzman. Mr. Schwarzman makes business and personal use of a car and driver and he and members of his family also make occasional business and personal use of an airplane in which we have a fractional interest and in each case he bears the full cost of such personal usage. In addition, certain Blackstone personnel administrator personnel matters for Mr. Schwarzman and certain matters for the Stephen A. Schwarzman Education Foundation ("SASEF") and the Stephen A. Schwarzman Foundation ("SASE"), and Mr. Schwarzman, SASEF and SASF, as applicable, respectively, bear the full incremental cost to us of such personnel. Mr. James and members of his family make occasional business and personal use of an airplane in which we have a fractional interest and he bears the full incremental cost of such personal usage. There is no incremental expense incurred by us in connection with the use of any car and driver, airplane or personnel by Messrs. Schwarzman or James, as described above.

## Grants of Plan-Based Awards in 2019

The following table provides information concerning equity awards granted in 2019 or, for deferred restricted common stock units granted under the Bonus Deferral Plan, with respect to 2019, to our named executive officers:

<table><tr><td>Name</td><td>Grant Date</td><td>All Other Stock Awards: Number of Shares of Stock or Units (a)</td><td>Grant Date Fair Value of Stock and Option Awards (a)</td></tr><tr><td>Stephen A. Schwarzman</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Jonathan D. Gray</td><td>7/1/2019</td><td>708,601(c)</td><td>33,006,635</td></tr><tr><td>Hamilton E. James</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Michael S. Chae</td><td>7/1/2019</td><td>47,241(c)</td><td>2,200,486</td></tr><tr><td></td><td>1/10/2020</td><td>30,487(b)</td><td>1,759,710</td></tr><tr><td>John G. Finley</td><td>7/1/2019</td><td>47,241(c)</td><td>2,200,486</td></tr><tr><td></td><td>1/10/2020</td><td>40,960(b)</td><td>2,364,211</td></tr></table>

(a) The references to “stock” or “shares” in this table refer to deferred restricted Blackstone Holdings Partnership Units or our deferred restricted common stock units.

(b) Represents deferred restricted common stock units granted in 2020 under the Bonus Deferral Plan for 2019 performance. These grants are reflected in the "Stock Awards" column of the Summary Compensation Table in 2019.

(c) Represents deferred restricted Blackstone Holdings Partnership Units granted under our 2007 Equity Incentive Plan and reflects 2018 performance.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019

Terms of Blackstone Holdings Partnership Units Granted in 2019 and Prior Years

Our pre-IPO owners, including our named executive officers, received Blackstone Holdings Partnership Units in the reorganization in exchange for the contribution of their equity interests in our operating subsidiaries to Blackstone Holdings and in exchange for their interests in carried interest relating to investments made by our carry funds prior to the date of the contribution. Subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, these partnership units may be exchanged for shares of our Class A common stock as described under "— Item 13. Certain Relationships and Related Transactions, and Director Independence — Exchange Agreement" below.

Vesting Provisions. The 176,685 deferred restricted Blackstone Holdings Partnership Units granted in 2015 to Mr. Finley vested 20% on July 1, 2018 and 30% on July 1, 2019, and the remaining 50% will vest on July 1, 2020.



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The 981,883 deferred restricted Blackstone Holdings Partnership Units granted to Mr. Chae in 2016 vest annually in substantially equal installments over six years beginning on July 1, 2019. The 708,601, 47,241 and 47,241 deferred restricted Blackstone Holdings Partnership Units granted in 2019 to Mr. Gray, Mr. Chae and Mr. Finley, respectively, will vest 20% on July 1, 2022, 30% on July 1, 2023 and 50% on July 1, 2024.

Except as described below, unvested deferred restricted Blackstone Holdings Partnership Units are generally forfeited upon termination of employment. With respect to Mr. Gray, the deferred restricted Blackstone Holdings Partnership Units granted to him in 2019 will become fully vested if he is terminated by us without cause. In addition, upon the death or permanent disability of a named executive officer, all of his or her unvested deferred restricted Blackstone Holdings Partnership Units held at that time will vest immediately. In connection with a named executive officer's termination of employment due to qualifying retirement, with respect to unvested deferred restricted Blackstone Holdings Partnership Units granted in 2015 and subsequent years, 50% of such units will continue to vest and be delivered over the vesting period, subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement). (See "Non-Competition and Non-Solicitation Agreements — Retirement.") Further, in the event of a change in control (defined in the Blackstone Holdings partnership agreements as the occurrence of any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becoming the Class C Shareholder), any Blackstone Holdings Partnership Units and deferred restricted Blackstone Holdings Partnership Units will automatically be deemed vested as of immediately prior to such change in control.

All vested and unvested Blackstone Holdings Partnership Units and deferred restricted Blackstone Holdings Partnership Units (and our Class A common stock received in exchange for such Blackstone Holdings Partnership Units) held by a named executive officer will be immediately forfeited in the event the named executive officer materially breaches any of their restrictive covenants set forth in the non-competition and non-solicitation agreement outlined under "Non-Competition and Non-Solicitation Agreements" or their service is terminated for cause. Notwithstanding the foregoing, Mr. Schwarzman will not be required to forfeit more than 25% of the units held by him as of March 1, 2018, the date of his amended and restated founding member agreement.

Cash Dividend Equivalents. All unvested Blackstone Holdings Partnership Units and deferred restricted Blackstone Holdings Partnership Units are entitled to the payment of current cash dividend equivalents. In accordance with the SEC’s rules, the current cash dividend equivalents are not required to be reported in the Summary Compensation Table because the amounts of future cash dividends are factored into the grant date fair value of the awards.

Minimum Retained Ownership Requirements. For units granted in 2014 and prior years, while employed by us and generally for one year following the termination of employment, each of our named executive officers (except as otherwise provided below) will be required to continue to hold (and may not transfer) at least 25% of all vested equity (other than vested common stock awarded under our Bonus Deferral Plan) received by him or her; provided that, with respect to vested equity received in connection with the reorganization we effected prior to our initial public offering, such percentage is reduced to 12.5% upon qualifying retirement. For equity granted from 2015 through 2018 each of our named executive officers (except as otherwise provided below) will be required to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) until the earlier of (1) ten years after the applicable vesting date and (2) one year following termination of employment. For equity awards granted from 2019 and onward, our named executive officers are required to hold 25% of their vested equity (other than vested common stock awarded under our Bonus Deferral Plan) for two years after each vesting event, unless the named executive officer's employment terminates prior to release, in which case the vested equity will be released two years after the termination of employment. The requirement that one continue to hold at least 25% of such vested equity is subject to the qualification in Mr. Schwarzman's case that in no event will he be required to hold equity having a market value greater than $1.5 billion or hold equity following termination of employment. Each of our named executive officers is in compliance with these minimum retained ownership requirements.



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Transfer Restrictions. None of our named executive officers may transfer Blackstone Holdings Partnership Units other than pursuant to transactions or programs approved by us.

This transfer restriction applies to sales, pledges of Blackstone Holdings Partnership Units, grants of options, rights or warrants to purchase Blackstone Holdings Partnership Units or swaps or other arrangements that transfer to another, in whole or in part, any of the economic consequences of ownership of the Blackstone Holdings Partnership Units other than as approved by us. We will generally approve pledges or transfers to personal planning vehicles beneficially owned by the families of our pre-IPO owners and charitable gifts, provided that the pledgee, transferee or donee agrees to be subject to the same transfer restrictions (except as specified above with respect to Mr. Schwarzman). Transfers to Blackstone are also exempt from the transfer restrictions.

The transfer restrictions set forth above will continue to apply generally for one year following the termination of employment of a named executive officer other than Mr. Schwarzman for any reason, except that the transfer restrictions set forth above will lapse upon death or permanent disability. The transfer restrictions will lapse in the event of a change in control (as defined above).

The Blackstone Holdings Partnership Units received by other Blackstone personnel in the reorganization and pursuant to the 2007 Equity Incentive Plan are also generally subject to the vesting and minimum retained ownership requirements and transfer restrictions applicable to our named executive officers other than Mr. Schwarzman, although non-senior managing directors were also generally subject to vesting in respect of a portion of the Blackstone Holdings Partnership Units received by such personnel in the reorganization in exchange for their interests in carried interest.

## Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2020 and Prior Years

In 2007, we established our Bonus Deferral Plan for certain eligible employees of Blackstone and certain of our affiliates in order to provide such eligible employees with a pre-tax deferred incentive compensation opportunity and to enhance the alignment of interests between such eligible employees and Blackstone and our affiliates. The Bonus Deferral Plan is an unfunded, nonqualified Bonus Deferral Plan which provides for the automatic, mandatory deferral of a portion of each participant’s annual cash bonus payment.

At the end of each year, the Plan Administrator (as defined in the Bonus Deferral Plan) selects plan participants in its sole discretion and notifies such individuals that they have been selected to participate in the Bonus Deferral Plan for such year. Participation is mandatory for those employees selected by the Plan Administrator to be participants. An individual, if selected, may not decline to participate in the Bonus Deferral Plan and an individual who is not so selected may not elect to participate in the Bonus Deferral Plan. The selection of participants is made on an annual basis; an individual selected to participate in the Bonus Deferral Plan for a given year may not necessarily be selected to participate in a subsequent year. For 2019, all employees other than Mr. Schwarzman, Mr. Gray and Mr. James were selected to participate in the Bonus Deferral Plan, with the deferred amount (if any) determined in accordance with the table described below. For 2019, Mr. Chae and Mr. Finley participated in the Bonus Deferral Plan for 2018.

In respect of the deferred portion of his or her annual cash bonus payment, each participant receives deferral units which represent rights to receive in the future a specified amount of common stock units or other equity-based awards under our 2007 Equity Incentive Plan, subject to vesting provisions described below. The amount of each participant's annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the participant's total annual incentive compensation, which generally includes such participant's annual cash bonus payment and a portion of any incentive fees earned in connection with our investment funds, and is subject to certain adjustments, including reductions for mandatory contributions to our investment funds. For deferrals of 2019 annual cash bonus payments, the deferral percentage was calculated on the basis set forth in the following table (or such other table that may be adopted by the Plan Administrator).



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<table><tr><td></td><td>Marginal Deferral Rate Applicable to Such Portion</td><td>Effective Deferral Rate for Entire Annual Bonus (a)</td></tr><tr><td>Portion of Annual Incentive</td><td>0%</td><td>0.0%</td></tr><tr><td>$0 - 100,000</td><td>15%</td><td>7.5%</td></tr><tr><td>$100,001 - 200,000</td><td>20%</td><td>15.0%</td></tr><tr><td>$200,001 - 500,000</td><td>30%</td><td>20.0%</td></tr><tr><td>$500,001 - 750,000</td><td>40%</td><td>28.0%</td></tr><tr><td>$750,001 - 1,250,000</td><td>45%</td><td>34.4%</td></tr><tr><td>$1,250,001 - 2,000,000</td><td>50%</td><td>39.6%</td></tr><tr><td>$2,000,001 - 3,000,000</td><td>55%</td><td>43.4%</td></tr><tr><td>$3,000,001 - 4,000,000</td><td>60%</td><td>46.8%</td></tr><tr><td>$4,000,001 - 5,000,000</td><td>65%</td><td>52.8%</td></tr><tr><td>$5,000,000 +</td><td></td><td></td></tr></table>

(a) Effective deferral rates are shown for illustrative purposes only and are based on an annual cash payment equal to the maximum amount in the range shown in the far left column (which is assumed to be $7,500,000 for the last range shown).

Mandatory Deferral Awards. Generally, deferral units are satisfied by delivery of shares of our Class A common stock in equal annual installments over a three year deferral period. Delivery of shares of our Class A common stock underlying vested deferral units is delayed until anticipated trading window periods to better facilitate the participant's liquidity to meet tax obligations. If the participant's employment is terminated for cause, the participant's undelivered deferral units (vested and unvested) will be immediately forfeited. Upon a change in control or termination of the participant's employment because of death, any undelivered deferral units (vested and unvested) will become immediately deliverable. Unvested bonus deferral awards will be forfeited upon resignation, will immediately vest and be delivered if the participant's employment is terminated without cause or because of disability and, in connection with a qualifying retirement, will continue to vest and be delivered over the applicable deferral period, subject to forfeiture if the participant violates any applicable provision of his or her employment agreement or engages in any competitive activity (as such term is defined in the Bonus Deferral Plan).

The 276,309, 20,767 and 50,811 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Gray, Mr. Chae and Mr. Finley, respectively, in 2017 for 2016 performance vested 33.3% on January 1, 2018, 33.3% on January 1, 2019 and 33.4% on January 1, 2020. The 172,788, 793 and 45,151 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Gray, Mr. Chae and Mr. Finley, respectively, in 2018 for 2017 performance vested 33.3% on January 1, 2019 and 33.3% on January 1, 2020, and vest 33.4% on January 1, 2021. The 43,752 and 67,045 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Chae and Mr. Finley, respectively, in 2019 for 2018 performance vested 33.3% on January 1, 2020 and vest 33.3% on January 1, 2021 and 33.4% on January 1, 2022. The 30,487 and 40,960 deferred restricted common stock granted to Mr. Chae and Mr. Finley, respectively, in 2020 for 2019 performance vest 33.3% on January 1, 2021, 33.3% on January 1, 2022 and 33.4% on January 1, 2022.

## Schwarzman Founding Member Agreement

Upon the consummation of our initial public offering, we entered into a founding member agreement with Mr. Schwarzman. On March 1, 2018, we amended and restated this agreement, with the approval of the conflicts committee advised by independent counsel, to address certain retirement benefits to be received by Mr. Schwarzman. Mr. Schwarzman’s agreement provides that he will remain our Chairman and Chief Executive Officer (or, as determined by Mr. Schwarzman, our Chairman or Executive Chairman) while continuing service with us and requires him to give us six months’ prior written notice of intent to terminate service with us. The agreement provides that following retirement (or, if applicable, the date on which he ceases active service as a result of his permanent disability), Mr. Schwarzman will be provided with specified retirement benefits for the remainder of his life, including that he be permitted to retain his then current office and continue to be provided with administrative support, access to office services and a car and driver. Mr. Schwarzman will also continue to receive



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health benefits following his retirement until his death, subject to his continuing payment of the related health insurance premiums consistent with current policies. Finally, Mr. Schwarzman will also receive reimbursement for travel costs (including travel on personal aircraft) for Blackstone related business functions, annual home and personal security benefits, reasonable access to our Chief Legal Officer, reasonable access to certain events, legal representation for Blackstone related matters, and, subject to his continuing payment of costs and expenses related thereto, he will continue to be provided with offices, technology and support for his family office team at levels consistent with current practice.

The agreement provides that, following Mr. Schwarzman’s termination of service, he or related entities will remain entitled to receive awards of carried interest at reduced levels until the later of February 14, 2027 or the date of Mr. Schwarzman’s death. The profit sharing percentage for any carried interest awarded in new funds launched after Mr. Schwarzman’s termination of service shall generally be set at 50% of the profit sharing percentage Mr. Schwarzman held in the most recent corresponding predecessor fund prior to his termination of employment or, in the case of new funds without a corresponding predecessor fund prior to Mr. Schwarzman’s termination of service, a profit sharing percentage set at 50% of the median of the aggregate profit sharing percentages held by Mr. Schwarzman at the time of his termination of service.

While currently Mr. Schwarzman is entitled to invest in or alongside our investment funds without being subject to management fees or carried interest, this has been extended to continue until ten years following the date of Mr. Schwarzman’s death as to Mr. Schwarzman, his estate and related entities.

On July 1, 2019, in connection with the Conversion and with the approval of the conflicts committee advised by independent counsel, we amended this agreement to address the ongoing compensation to be received by Mr. Schwarzman. Pursuant to the amended agreement, Mr. Schwarzman is entitled to distributions and benefits in amounts and at levels that are consistent with current practices. In addition, the amended agreement provides that, prior to Mr. Schwarzman’s termination of service, the profit sharing percentage for any carried interest in new funds in which there is a corresponding predecessor fund shall be set at the same profit sharing percentage he or related entities held in the most recent such predecessor fund and, in the case where there is no such predecessor fund, the profit sharing percentage shall be set at the median profit sharing percentage owned by him or related entities across all funds existing at the time in question. In connection with the amended agreement, Mr. Schwarzman informed the former conflicts committee of our board of directors that he has no current plan to retire.

## Senior Managing Director Agreements

Upon the consummation of our initial public offering, we entered into substantially similar senior managing director agreements with each of our named executive officers and other senior managing directors employed at the firm at that time, other than our founder. Senior managing directors who have joined the firm after our initial public offering (including Mr. Finley) have also entered into senior managing director agreements. The agreements generally provide that each senior managing director will devote substantially all of his or her business time, skill, energies and attention to us in a diligent manner. Each senior managing director will be paid distributions and benefits in amounts determined by Blackstone from time to time in its sole discretion. The agreements require us to provide the senior managing director with 90 days' prior written notice prior to terminating his or her service with us (other than a termination for cause). Additionally, the agreements require each senior managing director to give us 90 days' prior written notice of intent to terminate service with us and require the senior managing director to be placed on a 90-day period of "garden leave" following the senior managing director's termination of service (as further described under the caption "— Non-Competition and Non-Solicitation Agreements" below).

## Outstanding Equity Awards at 2019 Fiscal Year End

The following table provides information regarding outstanding unvested equity awards made to our named executive officers as of December 31, 2019.



<table><tr><td rowspan="2"></td><td colspan="2">Stock Awards (a)</td></tr><tr><td>Number of Shares or Units of Stock That Have Not Vested</td><td>Market Value of Shares or Units of Stock That Have Not Vested (b)</td></tr><tr><td>Name</td><td>—</td><td>$ —</td></tr><tr><td>Stephen A. Schwarzman</td><td>915,896</td><td>$ 51,235,222</td></tr><tr><td>Jonathan D. Gray</td><td>—</td><td>$ —</td></tr><tr><td>Hamilton E. James</td><td>947,166</td><td>$ 53,038,733</td></tr><tr><td>Michael Chae</td><td>292,029</td><td>$ 16,409,011</td></tr><tr><td>John G. Finley (c)</td><td></td><td></td></tr></table>

(a) The references to “stock” or “shares” in this table refer to unvested deferred restricted Blackstone Holdings Partnership Units and unvested deferred restricted common stock units granted under the Bonus Deferral Plan (including deferred restricted common stock units granted to Messrs. Chae and Finley in 2020 in respect of 2019 performance). The vesting terms of these awards are described under the captions “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Terms of Blackstone Holdings Partnership Units Granted in 2019 and Prior Years” above.

(b) The dollar amounts shown under this column were calculated by multiplying the number of unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by the named executive officer by the closing market price of $55.94 per share of our Class A common stock on December 31, 2019, the last trading day of 2019, other than the deferred restricted common stock units granted in 2020 in respect of 2019 performance, which are valued as of the date of their grant.

(c) Amounts reported for Mr. Finley include (1) 68,494 deferred restricted Blackstone Holdings Partnership Units, which reflects 50% of the unvested deferred restricted Blackstone Holdings Partnership Units that have been granted to Mr. Finley and (2) 155,042 deferred restricted common stock units granted pursuant to the Bonus Deferral Plan, which are considered vested and undelivered for financial statement reporting purposes in accordance with GAAP pertaining to equity-based compensation due to Mr. Finley's retirement eligibility. Upon retirement the deferred restricted Blackstone Holdings Partnership Units are scheduled to vest and be delivered over the vesting period and the deferred restricted common stock units are scheduled to be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable).

## Option Exercises and Stock Vested in 2019

The following table provides information regarding the number of outstanding initially unvested equity awards made to our named executive officers that vested during 2019:

<table><tr><td rowspan="2">Name</td><td colspan="2">Stock Awards (a)</td></tr><tr><td>Number of Shares Acquired on Vesting</td><td>Value Realized on Vesting (b)</td></tr><tr><td>Stephen A. Schwarzman</td><td>—</td><td>$ —</td></tr><tr><td>Jonathan D. Gray</td><td>165,304</td><td>$ 4,927,712</td></tr><tr><td>Hamilton E. James</td><td>—</td><td>$ —</td></tr><tr><td>Michael S. Chae</td><td>170,834</td><td>$ 7,836,922</td></tr><tr><td>John G. Finley</td><td>115,078</td><td>$ 4,598,187</td></tr></table>

(a) The references to “stock” or “shares” in this table refer to deferred restricted Blackstone Holdings Partnership Units and our deferred restricted common stock units.

(b) The value realized on vesting is based on the closing market prices of our Class A common stock on the day of vesting.



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## Potential Payments Upon Termination of Employment or Change in Control

Upon a change of control event where any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becomes the Class C Shareholder or a termination of employment because of death or disability, any unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by any of our named executive officers will automatically be deemed vested as of immediately prior to such occurrence of such change of control or such termination of employment. Had such a change of control or such a termination of employment occurred on December 31, 2019, the last business day of 2019, each of our named executive officers would have vested in the following numbers of deferred restricted Blackstone Holdings Partnership Units and deferred restricted common stock units, having the following values based on our closing market price of $55.94 per share of Class A common stock on December 31, 2019, other than the deferred restricted common stock units granted to Mr. Chae and Mr. Finley in 2020 in respect of 2019 performance, which are valued as of the date of their grant: Messrs. Schwarzman and James had no outstanding unvested equity at December 31, 2019; Mr. Gray — 708,601 deferred restricted Blackstone Holdings Partnership Units and 207,295 deferred restricted common stock units with an aggregate value of $51,235,222, Mr. Chae — 865,477 deferred restricted Blackstone Holdings Partnership Units and 81,689 deferred restricted common stock units with an aggregate value of $53,038,733, and Mr. Finley – 136,987 deferred restricted Blackstone Holdings Partnership Units and 155,042 deferred restricted common stock units with an aggregate value of $16,409,011. In addition, the Bonus Deferral Plan provides that upon a change in control or termination of the participant's employment because of death, any fully vested but undelivered deferred restricted common stock units will become immediately deliverable.

In connection with a named executive officer’s termination of employment due to qualifying retirement, 50% of the unvested deferred restricted Blackstone Holdings Partnership Units will continue to vest and be delivered over the vesting period and any unvested deferred restricted common stock units will vest and be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable). (See “Non-Competition and Non-Solicitation Agreements — Retirement.”) As of December 31, 2019, Mr. James and Mr. Finley were retirement eligible. Mr. James had no outstanding unvested equity at December 31, 2019. If Mr. Finley had retired on December 31, 2019, 68,494 of his deferred restricted Blackstone Holdings Partnership Units would continue to vest and be delivered over the vesting period and all 155,042 of his deferred restricted common stock units would vest and be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable).

Upon a termination of Mr. Gray’s, Mr. Chae’s and Mr. Finley’s employment without cause, the deferred restricted common stock units granted to them under the Bonus Deferral Plan in respect of 2019, 2018 and 2017, as applicable, will become fully vested. Had such a termination of employment occurred on December 31, 2019, the last business day of 2019, each of Mr. Gray, Mr. Chae and Mr. Finley would have vested in the following numbers of deferred restricted common stock units, respectively, having the following values based on our closing market price of $55.94 per share of Class A common stock on December 31, 2019, other than the deferred restricted common stock units granted to Mr. Chae and Mr. Finley in 2020 in respect of 2019 performance, which are valued as of the date of their grant: Mr. Gray — 207,295 deferred restricted common stock units with an aggregate value of $11,596,082, Mr. Chae — 81,689 deferred restricted common stock units with a value of $4,623,950 and Mr. Finley – 155,042 deferred restricted common stock units with an aggregate value of $8,745,958.

Upon a termination of Mr. Gray’s employment without cause, the deferred restricted Blackstone Holdings Partnership Units granted to him on July 1, 2019 will become fully vested. Had such a termination occurred on December 31, 2019, the last business day of 2019, Mr. Gray would have vested in 708,601 deferred restricted Blackstone Holdings Partnership units with a value of $39,639,140 based on our closing market price of $55.94 per Blackstone share on December 31, 2019.



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In addition, except as described below, unvested carried interest in our carry funds is generally forfeited upon termination of employment. Upon the death or disability of any named executive officer who participates in the carried interest of our carry funds, the named executive officer will be deemed 100% vested in any unvested portion of carried interest in our carry funds. Furthermore, any named executive officer that is retirement eligible will automatically vest in 50% of their otherwise unvested carried interest allocation upon retirement. (See “— Non-Competition and Non-Solicitation Agreements — Retirement.”).

In addition, pursuant to Mr. Schwarzman’s founding member agreement described above under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Schwarzman Founding Member Agreement,” following retirement and for the remainder of his life, Mr. Schwarzman will be provided with specified retirement benefits, including a car and driver, retention of his current office, administrative support and annual home and personal security benefits. The value of such retirement benefits is estimated at approximately $2.4 million per year based on 2019 costs. We have not assigned a value to the entitlements of Mr. Schwarzman and his estate and related entities to receive carried interest in new funds or to invest in our investment funds fee free following his termination of service as such value cannot be reasonably estimated. We anticipate that any incremental cost to us with respect to the other personal benefits to which Mr. Schwarzman is entitled following his retirement will be de minimis.

## Non-Competition and Non-Solicitation Agreements

Upon the consummation of our initial public offering, we entered into a non-competition and non-solicitation agreement with our founder, our other senior managing directors, most of our other professional employees and specified senior administrative personnel to whom we refer collectively as “Contracting Employees.” Contracting Employees who have joined the firm after our initial public offering have also executed non-competition and non-solicitation agreements. The following are descriptions of the material terms of each such non-competition and non-solicitation agreement. With the exception of the few differences noted in the description below, the terms of each non-competition and non-solicitation agreement are generally in relevant part similar.

Full-Time Commitment. Each Contracting Employee agrees to devote substantially all of his or her business time, skill, energies and attention to his or her responsibilities at Blackstone in a diligent manner. Our founder Mr. Schwarzman has agreed that our business will be his principal business pursuit and that he will devote such time and attention to the business of the firm as may be reasonably requested by us.

Confidentiality. Each Contracting Employee is required, whether during or after his or her employment with us, to protect and use “confidential information” in accordance with strict restrictions placed by us on its use and disclosure. (Every employee of ours is subject to similar strict confidentiality obligations imposed by our Code of Conduct applicable to all Blackstone personnel.)

Notice of Termination. Each Contracting Employee is required to give us prior written notice of his or her intention to leave our employ — six months in the case of Mr. Schwarzman, 90 days for all of our other senior managing directors and between 30 and 60 days in the case of all other Contracting Employees.

Garden Leave. Upon his or her voluntary departure from our firm, a Contracting Employee is required to take a prescribed period of “garden leave.” The period of garden leave is 90 days for our non-founding senior managing directors and between 30 and 60 days for all other Contracting Employees. During this period the Contracting Employee will continue to receive some of his or her Blackstone compensation and benefits, but is prohibited from commencing employment with a new employer until the garden leave period has expired. The period of garden leave for each Contracting Employee will run coterminously with the non-competition Restricted Period that applies to him or her as described below. Our founder Mr. Schwarzman is subject to non-competition covenants but not garden leave requirements.



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Non-Competition. During the term of employment of each Contracting Employee, and during the Restricted Period (as such term is defined below) immediately thereafter, he or she will not, directly or indirectly:

• engage in any business activity in which we operate, including any competitive business,

• render any services to any competitive business, or

• acquire a financial interest in or become actively involved with any competitive business (other than as a passive investor holding minimal percentages of the stock of public companies).

“Competitive business” means any business that competes, during the term of employment through the date of termination, with our business, including any businesses that we are actively considering conducting at the time of the Contracting Employee’s termination of employment, so long as he or she knows or reasonably should have known about such plans, in any geographical or market area where we or our affiliates provide our products or services.

Non-Solicitation. During the term of employment of each Contracting Employee, and during the Restricted Period immediately thereafter, he or she will not, directly or indirectly, in any manner solicit any of our employees to leave their employment with us, or hire any such employee who was employed by us as of the date of his or her termination or who left employment with us within one year prior to or after the date of his or her termination. Additionally, each Contracting Employee may not solicit or encourage to cease to work with us any consultant or senior advisers that he or she knows or should know is under contract with us.

In addition, during the term of employment of each Contracting Employee, and during the Restricted Period immediately thereafter, he or she will not, directly or indirectly, in any manner solicit the business of any client or prospective client of ours with whom he or she, employees reporting to him or her, or anyone whom he or she had direct or indirect responsibility over had personal contact or dealings on our behalf during the three-year period immediately preceding his or her termination. Contracting Employees who are employed in our asset management businesses are subject to a similar non-solicitation covenant with respect to investors and prospective investors in our investment funds.

Non-Interference and Non-Disparagement. During the term of employment of each Contracting Employee, and during the Restricted Period immediately thereafter, he or she may not interfere with business relationships between us and any of our clients, customers, suppliers or partners. Each Contracting Employee is also prohibited from disparaging us in any way.



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Restricted Period. For purposes of the foregoing covenants, the “Restricted Period” will be:

<table><tr><td>Covenant</td><td>Stephen A. Schwarzman</td><td>Other Senior Managing Directors</td><td>Other Contracting Employees</td></tr><tr><td>Non-competition</td><td>Two years after termination of employment.</td><td>One year after termination of employment (which may be extended to 18 months in Blackstone&#x27;s sole discretion).</td><td>Between 90 days and nine months after termination of employment.</td></tr><tr><td>Non-solicitation of Blackstone employees</td><td>Two years after termination of employment.</td><td>Two years after termination of employment.</td><td>Generally one year after termination of employment.</td></tr><tr><td>Non-solicitation of Blackstone clients or investors</td><td>Two years after termination of employment.</td><td>One year after termination of employment (which may be extended to 18 months in Blackstone&#x27;s sole discretion).</td><td>Generally between six months and one year after termination of employment.</td></tr><tr><td>Non-interference with business relationships</td><td>Two years after termination of employment.</td><td>One year after termination of employment (which may be extended to 18 months in Blackstone&#x27;s sole discretion).</td><td>Generally between six months and one year after termination of employment.</td></tr></table>

For individuals (other than Mr. Schwarzman) who became senior managing directors prior to January 1, 2018, the Restricted Period for the non-competition, non-solicitation of Blackstone clients or investors and non-interference with business relationships covenants is one year after termination of employment.

Retirement. Blackstone personnel are eligible to retire if they have satisfied either of the following tests: (a) one has reached the age of 65 and has at least five full years of service with our firm; or (b) generally one has reached the age of 55 and has at least five full years of service with our firm and the sum of his or her age plus years of service with our firm totals at least 65.

Intellectual Property. Each Contracting Employee is subject to customary intellectual property covenants with respect to works created, invented, designed or developed by him or her that are relevant to or implicated by his or her employment with us.

Specific Performance. In the case of any breach of the confidentiality, non-competition, non-solicitation, non-interference, non-disparagement or intellectual property provisions by a Contracting Employee, the breaching individual agrees that we will be entitled to seek equitable relief in the form of specific performance, restraining orders, injunctions or other equitable remedies.

## Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the "CEO Pay Ratio"). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies.



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As of December 31, 2019, we employed approximately 2,905 people, including our 157 senior managing directors. We identified our median employee using our global employee population as of December 31, 2019. To identify our median employee, we used annual base salary and bonuses earned in 2019. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Application of our consistently applied compensation measure identified six employees with the same total annual base salary and cash bonus earned in 2019. We identified our median employee from among these employees by reviewing the components of their annual total compensation and selecting the employee whose title, tenure and compensation characteristics most accurately reflected the compensation of a typical employee. After identifying our median employee, we calculated the median employee's annual total compensation in accordance with the requirements of the Summary Compensation Table. For 2019, the annual total compensation for Mr. Schwarzman, our principal executive officer, was $57,073,953 and our median employee's annual total compensation was $215,000. Accordingly, annual total compensation of our principal executive officer was approximately two hundred and sixty-five times the annual total compensation of our median employee.

## Director Compensation in 2019

No additional remuneration is paid to our employees for service on our board of directors. In 2019, each of our non-employee directors received an annual cash retainer of $150,000 and a grant of deferred restricted common stock units equivalent in value to $210,000, with a grant date fair value determined as described in footnote (a) to the first table below. An additional $40,000 annual cash retainer was paid to the Chairman of the Audit Committee during 2019, $30,000 of which was paid in cash and the remainder of which was paid in the form of deferred restricted common stock units equivalent in value to $10,000 and with the same vesting terms as the other deferred restricted common stock units. An additional $50,000 annual cash retainer was paid to Mr. Light in connection with his service on the executive committee of The Blackstone Group International Partners LLP.

The following table provides the director compensation for our directors for 2019:

<table><tr><td>Name</td><td>Fees Earned or Paid in Cash</td><td>Stock Awards (a) (b)</td><td>Total</td></tr><tr><td>Bennett J. Goodman (c)</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Kelly A. Ayotte (d)</td><td>$ 94,758</td><td>$ 209,210</td><td>$ 303,968</td></tr><tr><td>James W. Breyer</td><td>$ 150,000</td><td>$ 210,035</td><td>$ 360,035</td></tr><tr><td>Sir John Hood</td><td>$ 150,000</td><td>$ 211,524</td><td>$ 361,524</td></tr><tr><td>Rochelle B. Lazarus</td><td>$ 150,000</td><td>$ 212,182</td><td>$ 362,182</td></tr><tr><td>Jay O. Light</td><td>$ 200,000</td><td>$ 209,022</td><td>$ 409,022</td></tr><tr><td>The Right Honorable Brian Mulroney</td><td>$ 150,000</td><td>$ 209,481</td><td>$ 359,481</td></tr><tr><td>William G. Parrett</td><td>$ 180,000</td><td>$ 219,930</td><td>$ 399,930</td></tr></table>

(a) The references to “stock” in this table refer to our deferred restricted common stock units. Amounts for 2019 represent the grant date fair value of stock awards granted in the year, computed in accordance with GAAP, pertaining to equity-based compensation. The assumptions used in determining the grant date fair value are set forth in Note 16. “Earnings Per Share and Stockholder’s Equity” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.” These deferred restricted common stock units vest, and the underlying shares of Blackstone Class A common stock will be delivered, on the first anniversary of the date of the grant, subject to the outside director’s continued service on our board of directors.

(b) Each of our non-employee directors was granted deferred restricted common stock units upon appointment as a director. In 2019, in connection with the anniversary of his or her initial grant, each of the following directors was granted deferred restricted common stock units: Ms. Lazarus – 4,566 units; Mr. Light – 3,955 units; Mr. Mulroney – 4,651 units; Mr. Parrett – 4,268 units; Mr. Hood – 5,370 units; and Mr. Breyer – 4,564 units. In addition, Ms. Ayotte was granted 5,392 deferred



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restricted common stock units upon her appointment as a director in 2019. The amounts of our non-employee directors' compensation were approved by our board of directors upon the recommendation of our founder following his review of directors' compensation paid by comparable companies.

The following table provides information regarding outstanding unvested equity awards made to our directors as of December 31, 2019:

<table><tr><td rowspan="2"></td><td colspan="2">Stock Awards (1)</td></tr><tr><td>Number of Shares or Units of Stock That Have Not Vested</td><td>Market Value of Shares or Units of Stock That Have Not Vested (2)</td></tr><tr><td>Name</td><td>5,392</td><td>$ 301,628</td></tr><tr><td>Kelly A. Ayotte</td><td>4,564</td><td>$ 255,310</td></tr><tr><td>James W. Breyer</td><td>5,370</td><td>$ 300,398</td></tr><tr><td>Sir John Hood</td><td>4,566</td><td>$ 255,422</td></tr><tr><td>Rochelle B. Lazarus</td><td>3,955</td><td>$ 221,243</td></tr><tr><td>Jay O. Light</td><td>4,651</td><td>$ 260,177</td></tr><tr><td>The Right Honorable Brian Mulroney</td><td>4,268</td><td>$ 238,752</td></tr><tr><td>William G. Parrett</td><td></td><td></td></tr></table>

(1) The references to “stock” or “shares” in this table refer to our deferred restricted common stock units.

(2) The dollar amounts shown in this column were calculated by multiplying the number of unvested deferred restricted common stock units held by the director by the closing market price of $55.94 per share of our Class A common stock on December 31, 2019, the last trading day of 2019.

(c) Mr. Goodman resigned from the board of directors effective January 1, 2020. During 2019, Mr. Goodman served as a senior managing director of the Company and no additional remuneration was paid to him for his service as director. Mr. Goodman’s employee compensation is discussed in “—Item 13. Certain Relationships and Related Transactions, and Director Independence.”

(d) Ms. Ayotte was appointed to the board of directors on April 11, 2019. Therefore, the amounts reported for Ms. Ayotte reflect the pro-rated portion of her annual cash retainer earned from the date of her appointment.

## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Our Class A common stock and our Class B common stock are generally non-voting, except as provided in our certificate of incorporation and bylaws or required by Delaware law. The Class C common stock is the only class of our common stock that is entitled to vote on any matter that is submitted to a vote of our shareholders generally. There is only one share of Class C common stock outstanding, which is held by Blackstone Group Management L.L.C., as the Class C Stockholder. Mr. Schwarzman, our founder, Chairman and Chief Executive Officer, controls Blackstone Group Management L.L.C.

The following table sets forth information regarding the beneficial ownership of our Class A common stock and Blackstone Holdings Partnership Units as of February 21, 2020 by:

• each person known to us to beneficially own 5% of any class of the outstanding voting securities of The Blackstone Group Inc.;

• each member of our board of directors;



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• each of our named executive officers; and

• all our directors and executive officers as a group.

The amounts and percentage of Class A common stock and Blackstone Holdings Partnership Units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of February 21, 2020. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all securities shown as beneficially owned by them, subject to community property laws where applicable. Unless otherwise included, for purposes of this table, the principal business address for each such person is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154.

<table><tr><td rowspan="2"></td><td colspan="2">Class A Common Stock Beneficially Owned</td><td colspan="2">Blackstone Holdings Partnership Units Beneficially Owned (a)</td></tr><tr><td>Number</td><td>% of Class</td><td>Number</td><td>% of Class</td></tr><tr><td>Name of Beneficial Owner</td><td></td><td></td><td></td><td></td></tr><tr><td>5% Stockholders</td><td></td><td></td><td></td><td></td></tr><tr><td>The Vanguard Group, Inc. (b)</td><td>37,649,030</td><td>5.6%</td><td>—</td><td>—</td></tr><tr><td>Directors and Executive Officers (c)(d)</td><td></td><td></td><td></td><td></td></tr><tr><td>Stephen A. Schwarzman (e)(f)</td><td>—</td><td>—</td><td>231,924,793</td><td>48.8%</td></tr><tr><td>Jonathan D. Gray (f)</td><td>438,315</td><td>*</td><td>40,585,300</td><td>8.5%</td></tr><tr><td>Hamilton E. James (f)</td><td>20,497</td><td>*</td><td>28,880,300</td><td>6.1%</td></tr><tr><td>Michael S. Chae (f)</td><td>35,880</td><td>*</td><td>5,995,079</td><td>1.3%</td></tr><tr><td>John G. Finley (f)</td><td>135,306</td><td>*</td><td>440,789</td><td>*</td></tr><tr><td>Kelly A. Ayotte</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>James W. Breyer</td><td>14,625</td><td>*</td><td>—</td><td>—</td></tr><tr><td>Sir John Hood</td><td>3,344</td><td>*</td><td>—</td><td>—</td></tr><tr><td>Rochelle B. Lazarus (f)</td><td>42,540</td><td>*</td><td>—</td><td>—</td></tr><tr><td>Jay O. Light</td><td>58,513</td><td>*</td><td>—</td><td>—</td></tr><tr><td>The Right Honorable Brian Mulroney</td><td>164,724</td><td>*</td><td>—</td><td>—</td></tr><tr><td>William G. Parrett (g)</td><td>84,903</td><td>*</td><td>—</td><td>—</td></tr><tr><td>All executive officers and directors as a group (12 persons)</td><td>998,647</td><td>*</td><td>307,826,261</td><td>64.7%</td></tr></table>

 \( ^{*} \)  Less than one percent

(a) Subject to certain requirements and restrictions, the partnership units of Blackstone Holdings are exchangeable for shares of our Class A common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the five Blackstone Holdings Partnerships to effect an exchange for a share of our Class A common stock. See “— Item 13. Certain Relationships and Related Transactions, and Director Independence — Exchange Agreement.” Beneficial ownership of Blackstone Holdings Partnership Units reflected in this table has not been also reflected as beneficial ownership of our shares of Class A common stock for which such units may be exchanged.

(b) Reflects shares of Class A common stock beneficially owned by The Vanguard Group, Inc. and its subsidiaries based on the Schedule 13G filed by The Vanguard Group, Inc. on February 11, 2020. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.



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(c) The shares of Class A common stock and Blackstone Holdings Partnership Units beneficially owned by the directors and executive officers reflected above do not include the following number of securities that will be delivered to the respective individual more than 60 days after February 28, 2020: Mr. Gray — 708,601 deferred restricted Blackstone Holdings Partnership Units and 57,596 deferred restricted common stock units; Mr. Chae — 865,477 deferred restricted Blackstone Holdings Partnership Units and 59,919 deferred restricted common stock units; Mr. Finley — 136,987 deferred restricted Blackstone Holdings Partnership Units and 100,706 deferred restricted common stock units; Ms. Ayotte — 5,392 deferred restricted common stock units; Mr. Mulroney — 4,651 deferred restricted common stock units; Mr. Parrett — 4,268 deferred restricted common stock units; Ms. Lazarus — 4,566 deferred restricted common stock units; Mr. Light — 3,955 deferred restricted common stock units; Mr. Breyer — 4,564 deferred restricted common stock units; and Mr. Hood — 5,370 deferred restricted common stock units.

(d) The Blackstone Holdings Partnership Units shown in the table above include the following number of vested units being held back under our minimum retained ownership requirements: Mr. Schwarzman — 24,489,796 Blackstone Holdings Partnership Units; Mr. Gray — 11,477,971 Blackstone Holdings Partnership Units; Mr. James — 14,648,744 Blackstone Holdings Partnership Units; Mr. Chae — 3,223,072 Blackstone Holdings Partnership Units; and Mr. Finley — 165,445 Blackstone Holdings Partnership Units.

(e) On those few matters that may be submitted for a vote of the sole holder of the Class B common stock, Blackstone Partners L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is entitled to an aggregate number of votes on any matter that may be submitted for a vote of our Class A common stock that is equal to the aggregate number of vested and unvested Blackstone Holdings Partnership Units held by the limited partners of Blackstone Holdings on the relevant record date and entitles it to participate in the vote on the same basis as our Class A common stock. Our senior managing directors have agreed in the limited liability company agreement of Blackstone Partners L.L.C. that our founder, Mr. Schwarzman, will have the power to determine how the Class B common stock held by Blackstone Partners L.L.C. will be voted. Following the withdrawal, death or disability of Mr. Schwarzman (and any successor founder), this power will revert to the members of Blackstone Partners L.L.C. holding a majority in interest in that entity. The limited liability company agreement of Blackstone Partners L.L.C. provides that at such time as Mr. Schwarzman should cease to be a founding member, Jonathan D. Gray will thereupon succeed Mr. Schwarzman as the sole founding member of Blackstone Partners L.L.C. If Blackstone Partners L.L.C. directs us to do so, we will issue shares of Class B common stock to each of the limited partners of Blackstone Holdings, whereupon each holder of Class B common stock will be entitled to a number of votes that is equal to the number of vested and unvested Blackstone Holdings Partnership Units held by such Class B common stockholder on the relevant record date.

(f) The Blackstone Holdings Partnership Units shown in the table above for such named executive officers and directors include (a) the following units held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. Schwarzman — 1,873,140 units held in various trusts for which Mr. Schwarzman is the investment trustee, Mr. James — 9,157,207 units held in various trusts for which Mr. James and his brother are trustees (but Mr. James does not have or share investment control with respect to the units), Mr. Gray — 7,218,465 units held in a trust for which Mr. Gray is the investment trustee and Mr. Chae — 1,150,070 units held in various trusts for which Mr. Chae is the investment trustee, (b) the following units held in grantor retained annuity trusts for which the named executive officer or director, as applicable, is the investment trustee: Mr. Schwarzman — 2,723,913 units and Mr. Gray — 15,141,837 units, (c) the following units held by a corporation for which the named executive officer is a controlling shareholder: Mr. Schwarzman — 1,438,529 units and (d) 5,000,000 units that have been pledged by Mr. Schwarzman as security to a third party to secure payment for a loan made by such third party. Mr. Schwarzman also directly, or through a corporation for which he is the controlling shareholder, beneficially owns an additional 364,278 partnership units in each of Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. In addition, with respect to Mr. Schwarzman, the above table excludes partnership units of Blackstone Holdings held by his children or in trusts for the benefit of his family as to which he has no voting or investment control. The Blackstone Class A common stock shown in the table above for each named executive officer and director include (a) the following shares held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. James — 20,497 shares held in a family limited liability company, Mr. Finley — 62,523 shares held in a family limited liability company and 2,000 shares held in a trust for the benefit of family members of which he is a trustee, and Ms. Lazarus — 2,950 shares held in trusts for the benefit of family members over which she shares investment control and (b) 11,000 shares held in a trust for the benefit of Mr. Finley and of which he is the trustee.



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(g) The Class A common stock shown in the table above for Mr. Parrett includes 13,000 shares that are pledged to a third party to secure payment for a loan.

Securities Authorized for Issuance under Equity Compensation Plans

The table set forth below provides information concerning the awards that may be issued under the 2007 Equity Incentive Plan as of December 31, 2019:

<table><tr><td>Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)</td><td>Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights</td><td>Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))</td></tr><tr><td>Equity Compensation Plans Approved by Security Holders</td><td>53,502,880</td><td>—</td></tr><tr><td>Equity Compensation Plans Not Approved by Security Holders</td><td>—</td><td>—</td></tr><tr><td></td><td>53,502,880</td><td>—</td></tr></table>

(a) Reflects the outstanding number of our deferred restricted common stock units and deferred restricted Blackstone Holdings Partnership Units granted under the 2007 Equity Incentive Plan as of December 31, 2019.

(b) The aggregate number of our Class A common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan is increased on the first day of each fiscal year during its term by a number of shares of Class A common stock equal to the positive difference, if any, of (a) 15% of the aggregate number of shares of our Class A common stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by The Blackstone Group Inc. or its wholly owned subsidiaries) minus (b) the aggregate number of shares of our Class A common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan as of such date (unless the administrator of the 2007 Equity Incentive Plan should decide to increase the number of shares of our Class A common stock and Blackstone Holdings Partnership Units covered by the plan by a lesser amount). As of January 1, 2020, pursuant to this formula, 171,085,619 shares of Class A common stock, which is equal to 0.15 times the number of shares of our Class A common stock and Blackstone Holdings Partnership Units outstanding on December 31, 2019, were available for issuance under the 2007 Equity Incentive Plan. We have filed a registration statement and intend to file additional registration statements on Form S-8 under the Securities Act to register shares of Class A common stock covered by the 2007 Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares of Class A common stock registered under such registration statement will be available for sale in the open market.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

Tax Receivable Agreements

We used a portion of the proceeds from the IPO and the sale of non-voting common units to Beijing Wonderful Investments to purchase interests in the predecessor businesses from the predecessor owners. In addition, holders of Blackstone Holdings Partnership Units (other than The Blackstone Group Inc.'s wholly owned subsidiaries), subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings partnerships, may up to four times each year



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(subject to the terms of the exchange agreement) exchange their Blackstone Holdings Partnership Units for shares of our Class A common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the Blackstone Holdings partnerships to effect an exchange for a share of Class A common stock. Blackstone Holdings I L.P. and Blackstone Holdings II L.P. have made an election under Section 754 of the Internal Revenue Code effective for each taxable year in which an exchange of partnership units for a share of Class A common stock occurs, which may result in an adjustment to the tax basis of the assets of such Blackstone Holdings Partnerships at the time of an exchange of partnership units. Other Blackstone Holdings Partnerships and certain subsidiary partnerships are expected to make such elections for the 2019 taxable year with the filing of their federal income tax returns for such tax year. The purchase and subsequent exchanges of Blackstone Holdings Partnership Units are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings that otherwise would not have been available. These increases in tax basis may increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that we would otherwise be required to pay in the future. We have entered into a tax receivable agreement with holders of Blackstone Holdings Partnership Units that provides for the payment by us to such holders of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize (or are deemed to realize in the case of an early termination payment by the corporate taxpayers or a change in control, as discussed below) as a result of these increases in tax basis and of certain other tax benefits related to our entering into tax receivable agreements, including tax benefits attributable to payments under the tax receivable agreement. Additional tax receivable agreements have been executed, and will continue to be executed, with newly-admitted Blackstone senior managing directors and certain others who acquire Blackstone Holdings Partnership Units. This payment obligation is an obligation of us (and certain of our subsidiaries that are treated as corporations for U.S. federal income tax purposes which we refer to as "the corporate taxpayers") and not of Blackstone Holdings. The corporate taxpayers expect to benefit from the remaining 15% of cash savings, if any, in income tax that they realize. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayer would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of our IPO and will continue until all such tax benefits have been utilized or expired, unless the corporate taxpayers exercise their right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement.

Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreement (which are taxable to the recipients) in respect of the purchase and exchanges will aggregate $672.9 million over the next 15 years. The after-tax net present value of these estimated payments totals $191.2 million assuming a 15% discount rate and using an estimate of timing of the benefit to be received. Future payments under the tax receivable agreement in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreement are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above.

Subsequent to December 31, 2019, payments totaling $73.9 million were made to certain pre-IPO owners and others mentioned above in accordance with the tax receivable agreement and related to tax benefits the Partnership received for the 2018 taxable year. Those payments included payments of $8.7 million to Mr. Schwarzman and investment vehicles controlled by relatives of Mr. Schwarzman; $2.4 million to Mr. James and a trust for which Mr. James is the investment trustee and $0.6 million to Mr. Chae.

In addition, the tax receivable agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, the corporate taxpayers' (or their successors') obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that the corporate taxpayers would have sufficient taxable income to fully utilize the benefits arising from the increased tax deductions and tax basis and other similar benefits. Upon a subsequent actual exchange, any additional increase in tax deductions, tax basis and other similar benefits in excess of the amounts assumed at the change in control will also result in payments under the tax receivable agreement.



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Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by an exchanging or selling holder of Blackstone Holdings Partnership Units, under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under a tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability of a holder of Blackstone Holdings Partnership Units without giving rise to any rights of a holder of Blackstone Holdings Partnership Units to receive payments under any tax receivable agreements.

Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the corporate taxpayers will not be reimbursed for any payments previously made under a tax receivable agreement. As a result, in certain circumstances, payments could be made under a tax receivable agreement in excess of the corporate taxpayers' cash tax savings.

## Registration Rights Agreement

In connection with the restructuring and IPO, we entered into a registration rights agreement with our pre-IPO owners, which was subsequently amended in connection with the Conversion, pursuant to which we granted them, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of Class A common stock delivered in exchange for Blackstone Holdings Partnership Units or shares of Class A common stock (and other securities convertible into or exchangeable or exercisable for our shares of Class A common stock) otherwise held by them. In addition, newly-admitted Blackstone senior managing directors and certain others who acquire Blackstone Holdings Partnership Units have subsequently become parties to the registration rights agreement. Under the registration rights agreement, we agreed to register the exchange of Blackstone Holdings Partnership Units for shares of Class A common stock by our holders of Blackstone Holdings Partnership Units. In June 2008, we filed a registration statement on Form S-3 with the Securities and Exchange Commission to cover future issuances from time to time of up to 818,008,105 common units to holders of Blackstone Holdings Partnership Units upon exchange of up to an equal number of such Blackstone Holdings Partnership Units. In addition, our founder, Stephen A. Schwarzman, has the right to request that we register the sale of shares of Class A common stock held by holders of Blackstone Holdings Partnership Units an unlimited number of times and may require us to make available shelf registration statements permitting sales of shares of Class A common stock into the market from time to time over an extended period. In addition, Mr. Schwarzman has the ability to exercise certain piggyback registration rights in respect of shares of Class A common stock held by holders of Blackstone Holdings Partnership Units in connection with registered offerings requested by other registration rights holders or initiated by us.

## Tsinghua University Education Foundation

As part of an initiative announced in 2013, Mr. Schwarzman, through the Stephen A. Schwarzman Education Foundation, personally committed $100 million to create and endow a post-graduate scholarship program at Tsinghua University in Beijing, entitled "Schwarzman Scholars," and fund the construction of a residential and academic building. He is leading a fundraising campaign to raise $600 million to support the "Schwarzman Endowment Fund." The Tsinghua University Education Foundation ("TUEF") will hold the Schwarzman Endowment Fund and has agreed to delegate management of the fund to Blackstone. We have agreed that TUEF, and certain entities affiliated with TUEF, will not be required to pay Blackstone a management fee for managing the Schwarzman Endowment Fund and, to the extent Blackstone allocates and invests assets of the Schwarzman Endowment Fund in our funds, which may take the form of funded or unfunded general partner commitments to our investment funds, we anticipate that such investments will be subject to reduced or waived management fees and/or carried interest.



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## Joseph P. Baratta

On February 25, 2020, Joseph P. Baratta was appointed to our board of directors, effective March 2, 2020. Mr. Baratta joined Blackstone in 1998 and is a Senior Managing Director and Global Head of Private Equity. For 2019, Mr. Baratta received a base salary of $350,000 and an annual cash bonus payment of $8,542,333. The cash payment was based upon the performance of the Private Equity business, including the contribution of all current and past funds within the business dating back to before the IPO. The ultimate cash payment to Mr. Baratta was, however, determined in the discretion of Mr. Schwarzman and Mr. Gray. On January 1, 2020, Mr. Baratta was granted 2,007 shares of deferred restricted common stock with a grant date fair value of $112,272, reflecting the portion of his annual cash bonus payment mandatorily deferred into deferred restricted common stock pursuant to the Deferred Compensation Plan. In January 2019, Mr. Baratta was awarded a discretionary award of 11,811 deferred restricted Blackstone Holdings Partnership Units with a grant date fair value of $550,156. This award reflected 2018 performance and was intended to further promote retention and to incentivize future performance. The award was granted under the 2007 Equity Incentive Plan on July 1, 2019, subject to Mr. Baratta's continued employment through such date. The award will vest 20% on July 1, 2022, 30% on July 1, 2023 and 50% on July 1, 2024.

Mr. Baratta also participated in the performance fees of our funds, consisting of carried interest in our carry funds and incentive fees in our funds that pay incentive fees. The compensation paid to Mr. Baratta in respect of carried interest in our carry funds primarily relates to Mr. Baratta's participation in the private equity funds (which were formed both before and after the IPO). The amount of distributions, whether cash or in-kind, in respect of carried interest or incentive fee allocations to Mr. Baratta for 2019 was $4,406,042. Any in-kind distributions in respect of carried interest are reported based on the market value of the securities distributed as of the date of distribution. See "Executive Compensation — Compensation Elements for Named Executive Officers" in this report for additional discussion of the elements of our compensation program.

## Bennett J. Goodman

On February 24, 2015, Bennett J. Goodman was appointed to our board of directors. Mr. Goodman joined Blackstone in 2008 and served as a Senior Managing Director and Co-Founder of GSO Capital Partners. On August 28, 2019, we entered into a withdrawal agreement and senior advisor agreement with Mr. Goodman. Pursuant to the agreements, Mr. Goodman continued to serve as a director and as a senior managing director of Blackstone until January 1, 2020, at which time he stepped down from the Blackstone board of directors and ceased serving as a senior managing director and became a Senior Advisor to GSO Capital Partners and retained the title of Chairman of Blackstone/GSO Secured Lending Fund.

The senior advisor agreement we entered into with Mr. Goodman has a term of not less than one year and will automatically renew for successive one year terms unless either party provides notice of non-renewal at least thirty days prior to the expiration of the then-current term. For 45 days following the termination of Mr. Goodman’s services as a senior advisor, Mr. Goodman has agreed not to invest in or with, serve or provide advice in any capacity to a competitor of GSO, other than limited passive co-investments. The senior advisor agreement provides that for so long as Mr. Goodman serves as a senior advisor to GSO, he will receive an annual retainer of $250,000 and incentive fees or carried interest allocations of five points in GSO’s U.S. direct lending strategies. The senior advisor agreement also provides that with respect to the 957,804 outstanding deferred stock restricted Blackstone Holdings Partnership Units that would have otherwise been forfeited in connection with his termination of employment, such units will remain outstanding and 150,000 will vest on each anniversary of January 1, 2020, subject to Mr. Goodman’s continued service as a senior advisor to GSO through each applicable date.

In connection with his withdrawal as a senior managing director, Mr. Goodman also entered into a customary withdrawal agreement with us. Under the terms of the withdrawal agreement, Mr. Goodman agreed to enter into a general release of claims in favor of Blackstone and its related parties on terms generally comparable to other departing senior managing directors and affirmed his non-competition, non-solicitation, non-disparagement and confidentiality covenants contained in his non-competition and non-solicitation agreement.



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For 2019, Mr. Goodman received a base salary of $350,000 and an annual cash bonus payment of $2,650,000. The cash payment was based upon the performance of the Credit segment, including the contribution of all current and past funds within the segment. The ultimate cash payment to Mr. Goodman was, however, determined in the discretion of Mr. Schwarzman and Mr. Gray.

Mr. Goodman also participated in the performance fees of our funds, consisting of carried interest in our carry funds and incentive fees in our funds that pay incentive fees. The compensation paid to Mr. Goodman in respect of carried interest in our carry funds primarily relates to Mr. Goodman’s participation in the credit funds (which were formed both before and after the acquisition of GSO Capital Partners by Blackstone). The amount of cash payments in respect of carried interest or incentive fee allocations to Mr. Goodman for 2019 was $1,291,990. See “Executive Compensation — Compensation Elements for Named Executive Officers” in this report for additional discussion of the elements of our compensation program.

Pursuant to the terms of the arrangement we entered into with him in November 2018, in connection with Mr. Goodman’s termination of employment on January 1, 2020, 638,539 of his outstanding deferred restricted Blackstone Holdings Partnership Units vested on January 1, 2020, 638,539 of his outstanding deferred restricted Blackstones Holdings Partnership Units will remain outstanding and become fully vested on January 1, 2021 and 319,269 of his outstanding deferred restricted Blackstone Holdings Partnership Units will remain outstanding and become fully vested on January 1, 2022. In addition, Mr. Goodman also remains eligible to participate in Blackstone’s side-by-side and similar investment programs for up to five years following his retirement, in some cases without being subject to management fees, carried interest or incentive fees.

## Blackstone Holdings Partnership Agreements

As a result of the reorganization and the IPO, the Blackstone Group Inc. (at that time, The Blackstone Group, L.P.) became a holding partnership and, through wholly owned subsidiaries, held equity interests in the five holdings partnerships (i.e., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings V L.P.). On January 1, 2009, in order to simplify our structure and ease the related administrative burden and costs, we effected an internal restructuring to reduce the number of holding partnerships from five to four by causing Blackstone Holdings III L.P. to transfer all of its assets and liabilities to Blackstone Holdings IV L.P. In connection therewith, Blackstone Holdings IV L.P. was renamed Blackstone Holdings III L.P. and Blackstone Holdings V L.P. was renamed Blackstone Holdings IV L.P. On October 1, 2015, Blackstone formed a new holding partnership, Blackstone Holdings AI L.P., which holds certain operating entities and operates in a manner similar to the other Blackstone Holdings Partnerships. The economic interests of The Blackstone Group Inc. in Blackstone’s business remains entirely unaffected. “Blackstone Holdings” refers to (a) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings V L.P. prior to the January 2009 reorganization, (b) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. from January 1, 2009 through October 1, 2015 and (c) Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings AI L.P. subsequent to the October 2015 creation of Blackstone Holdings AI L.P.

Wholly owned subsidiaries of The Blackstone Group Inc. which are the general partners of those partnerships have the right to determine when distributions will be made to the partners of Blackstone Holdings and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the partners of Blackstone Holdings pro-rata in accordance with the percentages of their respective partnership interests as described under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy.”

Each of the Blackstone Holdings Partnerships has an identical number of partnership units outstanding, and we use the terms “Blackstone Holdings Partnership Unit” or “partnership unit in/of Blackstone Holdings” to refer, collectively, to a partnership unit in each of the Blackstone Holdings Partnerships. The holders of partnership units in Blackstone Holdings, including The Blackstone Group Inc.’s wholly owned subsidiaries, will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Blackstone Holdings. Net



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profits and net losses of Blackstone Holdings will generally be allocated to its partners (including The Blackstone Group Inc.'s wholly owned subsidiaries) pro-rata in accordance with the percentages of their respective partnership interests as described under "Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy." The partnership agreements of the Blackstone Holdings Partnerships provide for cash distributions, which we refer to as "tax distributions," to the partners of such partnerships if the wholly owned subsidiaries of The Blackstone Group Inc. which are the general partners of the Blackstone Holdings Partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, these tax distributions are computed based on our estimate of the net taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). Tax distributions are made only to the extent all distributions from such partnerships for the relevant year are insufficient to cover such tax liabilities.

Subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, Blackstone Holdings Partnership Units may be exchanged for shares of Class A common stock as described under “— Exchange Agreement” below. In addition, the Blackstone Holdings partnership agreements authorize the wholly owned subsidiaries of The Blackstone Group Inc. which are the general partners of those partnerships to issue an unlimited number of additional partnership securities of the Blackstone Holdings Partnerships with such designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Blackstone Holdings Partnership Units, and which may be exchangeable for shares of our Class A common stock.

See “— Item 11. Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2019 — Terms of Blackstone Holdings Partnership Units Granted in 2019 and Prior Years” for a discussion of vesting provisions applicable to Blackstone personnel in respect of the Blackstone Holdings Partnership Units received by them in the reorganization and for a discussion of minimum retained ownership requirements and transfer restrictions applicable to the Blackstone Holdings Partnership Units. The generally applicable vesting and minimum retained ownership requirements and transfer restrictions are outlined in the sections referenced in the preceding sentence. There may be some different arrangements for some individuals in some instances. In addition, we may waive these requirements and restrictions from time to time.

In addition, substantially all of our expenses, including substantially all expenses solely incurred by or attributable to The Blackstone Group Inc. but not including obligations incurred under the tax receivable agreement by The Blackstone Group Inc.'s wholly owned subsidiaries, income tax expenses of The Blackstone Group Inc.'s wholly owned subsidiaries and payments on indebtedness incurred by The Blackstone Group Inc.'s wholly owned subsidiaries, are borne by Blackstone Holdings.

## Exchange Agreement

In connection with the reorganization and IPO, we entered into an exchange agreement with the holders of partnership units in Blackstone Holdings (other than The Blackstone Group Inc.'s wholly owned subsidiaries), which was subsequently amended in connection with the Conversion. In addition, newly-admitted Blackstone senior managing directors and certain others who acquire Blackstone Holdings Partnership Units also become parties to the exchange agreement. Under the exchange agreement, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings Partnerships, each such holder of Blackstone Holdings Partnership Units (and certain transferees thereof) may up to four times each year (subject to the terms of the exchange agreement) exchange these partnership units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Under the exchange agreement, to effect an exchange a holder of partnership units in Blackstone Holdings must simultaneously exchange one partnership unit in each of the Blackstone Holdings Partnerships. As a holder exchanges its Blackstone Holdings Partnership Units, The Blackstone Group Inc.'s indirect interest in the Blackstone Holdings Partnerships will be correspondingly increased.



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## Firm Use of Private Aircraft

Certain entities controlled by Mr. Schwarzman wholly own aircraft that we use for business purposes in the course of our operations, and in 2019, we made payments of $3.0 million for the use of such aircraft, which included $1.6 million paid directly to the managers of the aircraft. An entity controlled by Mr. Gray wholly owns aircraft that we use for business purposes in the course of our operations, and in 2019, we made payments of $1.2 million for the use of such aircraft, which included $0.7 million paid directly to the manager of the aircraft for such use. An entity jointly controlled by Mr. James and another individual wholly owned aircraft that we used for business purposes in the course of our operations, and in 2019, we made payments of $0.3 million to the manager of the aircraft for such use. An entity jointly controlled by Mr. Baratta and two other individuals, owns aircraft that we use for business purposes in the course of our operations, and in 2019, we made payments of $0.1 million for the use of such aircraft. An entity controlled by Mr. Goodman, jointly with an entity controlled by another individual, owns aircraft that we use for business purposes in the course of our operations, and in 2019, we made payments of $0.4 million for the use of such aircraft. Each of Messrs. Schwarzman, Gray, James, Baratta and Goodman paid for his respective ownership interest in his aircraft himself and bore his respective share of all operating, personnel and maintenance costs associated with the operation of such aircraft. The hourly payments we made for use of such aircraft were based on current market rates.

## Investment in or Alongside Our Funds

Our directors and executive officers may invest their own capital in or alongside our funds and other vehicles we manage, in some instances, without being subject to management fees, carried interest or incentive fees. For our carry funds, these investments may be made through the applicable fund general partner and fund a portion of the general partner capital commitments to our funds. These investment opportunities are available to all of our senior managing directors and to those of our employees whom we have determined to have a status that reasonably permits us to offer them these types of investments and in compliance with applicable laws. During the year ended December 31, 2019, our directors and executive officers (and, in some cases, certain investment trusts or other family vehicles or charitable organizations controlled by them or their immediate family members) had the following gross contributions relating to their personal investments (and the investments of any such trusts) in Blackstone funds and other Blackstone-managed vehicles: Mr. Schwarzman, Mr. James, Mr. Gray, Mr. Goodman, Mr. Chae, Mr. Breyer, Mr. Baratta, Ms. Solotar, Mr. Finley, Mr. Light, Mr. Parrett and Mr. Mulroney made gross contributions of $347.3 million, $109.1 million, $40.0 million, $12.2 million, $10.1 million, $8.4 million, $5.1 million, $3.9 million, $1.0 million, $0.3 million, and $0.2 million, respectively.

## Statement of Policy Regarding Transactions with Related Persons

Our board of directors has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to the Chief Legal Officer any “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Officer will then promptly communicate that information to the board of directors. No related person transaction will be consummated without the approval or ratification of the board of directors or any committee of the board of directors consisting exclusively of disinterested directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have an interest.



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## Non-Competition and Non-Solicitation Agreements

We have entered into a non-competition and non-solicitation agreement with each of our professionals and other senior employees, including each of our executive officers. See “— Item 11. Executive Compensation — Non-Competition and Non-Solicitation Agreements” for a description of the material terms of such agreements.

## Director Independence

See “— Item 10. Directors, Executive Officers and Corporate Governance — Controlled Company Exception and Director Independence” for information on director independence.



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## Item 14. Principal Accounting Fees and Services

The following table summarizes the aggregate fees for professional services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the "Deloitte Entities"):

<table><tr><td rowspan="2"></td><td rowspan="2">The Blackstone Group Inc.</td><td colspan="4">Year Ended December 31, 2019</td></tr><tr><td>Blackstone Entities, Principally Fund Related (c)</td><td>Blackstone Funds, Transaction Related (d)</td><td>Total</td><td></td></tr><tr><td>Audit Fees</td><td>$ 10,185 (a)</td><td>$ 41,395</td><td>$ —</td><td>$ 51,580</td><td></td></tr><tr><td>Audit-Related Fees</td><td>—</td><td>2,946</td><td>19,257</td><td>22,203</td><td></td></tr><tr><td>Tax Fees</td><td>1,222 (b)</td><td>63,424</td><td>10,873</td><td>75,519</td><td></td></tr><tr><td>All Other Fees</td><td>—</td><td>172</td><td>—</td><td>172</td><td></td></tr><tr><td></td><td>$ 11,407</td><td>$ 107,937</td><td>$ 30,130</td><td>$ 149,474</td><td></td></tr><tr><td></td><td></td><td colspan="4">Year Ended December 31, 2018</td></tr><tr><td></td><td>The Blackstone Group Inc.</td><td>Blackstone Entities, Principally Fund Related (c)</td><td>Blackstone Funds, Transaction Related (d)</td><td>Total</td><td></td></tr><tr><td></td><td></td><td colspan="4">(Dollars in Thousands)</td></tr><tr><td>Audit Fees</td><td>$ 9,500 (a)</td><td>$ 37,306</td><td>$ —</td><td>$ 46,806</td><td></td></tr><tr><td>Audit-Related Fees</td><td>—</td><td>191</td><td>25,473</td><td>25,664</td><td></td></tr><tr><td>Tax Fees</td><td>1,316 (b)</td><td>54,216</td><td>14,145</td><td>69,677</td><td></td></tr><tr><td>All Other Fees</td><td>—</td><td>739</td><td>—</td><td>739</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td>$</td><td></td></tr><tr><td></td><td>$ 10,816</td><td>$ 92,452</td><td>$ 39,618</td><td>142,886</td><td></td></tr></table>

(a) Audit Fees consisted of fees for (1) the audits of our consolidated financial statements in our Annual Report on Form 10-K and services attendant to, or required by, statute or regulation, (2) reviews of the interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q, and (3) consents and other services related to SEC and other regulatory filings.

(b) Tax Fees consisted of fees for services rendered for tax compliance and tax planning and advisory services.

(c) The Deloitte Entities also provide audit, audit-related and tax services (primarily tax compliance and related services) to certain Blackstone Funds and other corporate entities.

(d) Audit-Related and Tax Fees included merger and acquisition due diligence services provided in connection with potential acquisitions of portfolio companies for investment purposes primarily to certain private equity and real estate funds managed by Blackstone in its capacity as the general partner. In addition, the Deloitte Entities provide audit, audit-related, tax and other services to the portfolio companies, which are approved directly by the portfolio company's management and are not included in the amounts presented here.

Our audit committee charter, which is available on our website at http://ir.blackstone.com under “Corporate Governance,” requires the audit committee to approve in advance all audit and non-audit related services to be provided by our independent registered public accounting firm in accordance with the audit and non-audit related services pre-approval policy. All services reported in the Audit, Audit-Related, Tax and All Other Fees categories above were approved by the audit committee.



## Part IV.

## Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this annual report.

1. Financial Statements:

See Item 8 above.

2. Financial Statement Schedules:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and therefore have been omitted.

3. Exhibits:

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>3.1</td><td>Certificate of Conversion of The Blackstone Group L.P. (incorporated herein by reference to Exhibit 3.1 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 1, 2019).</td></tr><tr><td>3.2</td><td>Certificate of Incorporation of The Blackstone Group Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 1, 2019).</td></tr><tr><td>3.3</td><td>Bylaws of The Blackstone Group Inc. (incorporated herein by reference to Exhibit 3.3 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 1, 2019)</td></tr><tr><td>4.1*</td><td>Description of Capital Stock.</td></tr><tr><td>4.2</td><td>Indenture dated as of August 20, 2009 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant&#x27;s Current Report on Form 8-K dated August 20, 2009).</td></tr><tr><td>4.3</td><td>Third Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on August 17, 2012).</td></tr><tr><td>4.4</td><td>Form of 4.750% Senior Note due 2023 (included in Exhibit 4.3 hereto).</td></tr><tr><td>4.5</td><td>Fourth Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on August 17, 2012).</td></tr><tr><td>4.6</td><td>Form of 6.250% Senior Note due 2042 (included in Exhibit 4.5 hereto).</td></tr><tr><td>4.7</td><td>Fifth Supplemental Indenture dated as of April 7, 2014 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on April 7, 2014).</td></tr></table>



## Table of Contents

Exhibit Number | Exhibit Description
4.8 | Form of 5.000% Senior Note due 2044 (included in Exhibit 4.7 hereto).
4.9 | Sixth Supplemental Indenture dated as of April 27, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on April 27, 2015).
4.10 | Form of 4.450% Senior Note due 2045 (included in Exhibit 4.9 hereto).
4.11 | Seventh Supplemental Indenture dated as of May 19, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 19, 2015).
4.12 | Form of 2.000% Senior Note due 2025 (included in Exhibit 4.11 hereto).
4.13 | Guarantor Joinder Agreement dated as of October 1, 2015 among Blackstone Holdings Finance Co. L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., Blackstone Holdings AI L.P. and Citibank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).
4.14 | Eighth Supplemental Indenture dated as of October 1, 2015 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., Blackstone Holdings AI L.P. and The Bank of New York Mellon, as Trustee (incorporated herein by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).
4.15 | Ninth Supplemental Indenture dated as of October 5, 2016 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 5, 2016).
4.16 | Form of 1.000% Senior Note due 2026 (included in Exhibit 4.15 hereto).
4.17 | Tenth Supplemental Indenture dated as of October 2, 2017 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2017).
4.18 | Form of 3.150% Senior Note due 2027 (included in Exhibit 4.17 hereto).
4.19 | Eleventh Supplemental Indenture dated as of October 2, 2017 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed with the SEC October 2, 2017).
4.20 | Form of 4.000% Senior Note due 2047 (included in Exhibit 4.19 hereto).



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>4.21</td><td>Twelfth Supplemental Indenture dated as of April 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on April 11, 2019).</td></tr><tr><td>4.22</td><td>Form of 1.500% Senior Notes due 2029 (included in Exhibit 4.21 hereto).</td></tr><tr><td>4.23</td><td>Thirteenth Supplemental Indenture dated as of September 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on September 10, 2019).</td></tr><tr><td>4.24</td><td>Form of 2.500% Senior Note due 2030 (included in Exhibit 4.23 hereto).</td></tr><tr><td>4.25</td><td>Fourteenth Supplemental Indenture dated as of September 10, 2019 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on September 10, 2019).</td></tr><tr><td>4.26</td><td>Form of 3.500% Senior Note due 2049 (included in Exhibit 4.25 hereto).</td></tr><tr><td>10.1</td><td>Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of July 1, 2019, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings I L.P. party thereto (incorporated herein by reference to Exhibit 99.1 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.2</td><td>Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P., dated as of July 1, 2019, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings II L.P. party thereto (incorporated herein by reference to Exhibit 99.2 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.3</td><td>Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P., dated as of July 1, 2019, by and among Blackstone Holdings III GP L.P. and the limited partners of Blackstone Holdings III L.P. party thereto (incorporated herein by reference to Exhibit 99.3 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.4</td><td>Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P., dated as of July 1, 2019, by and among Blackstone Holdings IV GP L.P. and the limited partners of Blackstone Holdings IV L.P. party thereto (incorporated herein by reference to Exhibit 99.4 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.5</td><td>Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P., dated as of July 1, 2019, by and among Blackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings AI L.P. party thereto (incorporated herein by reference to Exhibit 99.5 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.6</td><td>Tax Receivable Agreement, dated as of June 18, 2007, by and among Blackstone Holdings I/II GP Inc., Blackstone Holdings I L.P., Blackstone Holdings II L.P. and the limited partners of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. party thereto (incorporated herein by reference to Exhibit 10.6 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.7</td><td>Amendment to Tax Receivable Agreement, dated as of July 1, 2019, by and among Blackstone Holdings I/II GP L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings AI L.P. and the limited partners of Blackstone Holdings I L.P., Blackstone Holdings II L.P. and Blackstone Holdings AI L.P. party thereto (incorporated herein by reference to Exhibit 99.6 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.8</td><td>Fourth Amended and Restated Exchange Agreement, dated as of July 1, 2019, by and among The Blackstone Group Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners party thereto (incorporated herein by reference to Exhibit 99.7 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.9</td><td>Registration Rights Agreement, dated as of June 18, 2007 (incorporated herein by reference to Exhibit 10.8 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.10</td><td>Amendment to Registration Rights Agreement, dated as of July 1, 2019 (incorporated herein by reference to Exhibit 99.8 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.11+</td><td>The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.4 of The Blackstone Group Inc. Post-Effective Amendment No. 1 to Form S-8 filed on July 1, 2019).</td></tr><tr><td>10.12+*</td><td>The Blackstone Group Inc. Eighth Amended and Restated Bonus Deferral Plan.</td></tr><tr><td>10.13+</td><td>Amended and Restated Founding Member Agreement of Stephen A. Schwarzman, dated as of March 1, 2018, by and among Blackstone Holdings I L.P. and Stephen A. Schwarzman (incorporated herein by reference to Exhibit 10.11 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018).</td></tr><tr><td>10.14+</td><td>Letter Agreement, dated as of July 1, 2019, amending Amended and Restated Founding Member Agreement of Stephen A. Schwarzman, dated as of March 1, 2018, by and among Blackstone Holdings I L.P. and Stephen A. Schwarzman (incorporated herein by reference to Exhibit 99.9 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on July 5, 2019).</td></tr><tr><td>10.15+</td><td>Form of Senior Managing Director Agreement by and among Blackstone Holdings I L.P. and each of the Senior Managing Directors from time to time party thereto (incorporated herein by reference to Exhibit 10.12 to the Registrant&#x27;s Registration Statement on Form S-1/A filed with the SEC on June 14, 2007). (Applicable to all executive officers other than Mr. Schwarzman.)</td></tr><tr><td>10.16+</td><td>Form of Deferred Restricted Common Unit Award Agreement (Directors) (incorporated herein by reference to Exhibit 10.36 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 8, 2008).</td></tr><tr><td>10.17+</td><td>Form of Deferred Restricted Blackstone Holdings Unit Award Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.37 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the SEC on November 7, 2008).</td></tr><tr><td>10.18+</td><td>Second Amended and Restated Limited Liability Company Agreement of BMA V L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BMA V L.L.C. (incorporated herein by reference to Exhibit 10.12 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.19+</td><td>Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates International L.P., dated as of May 31, 2007, by and among BREA International (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.13 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.19.1+</td><td>Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates International L.P., dated as of May 31, 2007, by and among BREA International (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.19.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the SEC on May 15, 2008).</td></tr><tr><td>10.20+</td><td>Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates International II L.P., dated as of May 31, 2007, by and among BREA International (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.14 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.21+</td><td>Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates International II L.P., dated as of May 31, 2007, by and among BREA International (Cayman) Ltd. and certain limited partners (incorporated herein by reference to Exhibit 10.20.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the SEC on May 15, 2008).</td></tr><tr><td>10.22+</td><td>Second Amended and Restated Limited Liability Company Agreement of Blackstone Management Associates IV L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Management Associates IV L.L.C. (incorporated herein by reference to Exhibit 10.15 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.23+</td><td>Second Amended and Restated Limited Liability Company Agreement of Blackstone Mezzanine Management Associates L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Mezzanine Management Associates L.L.C. (incorporated herein by reference to Exhibit 10.16 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.24+</td><td>Second Amended and Restated Limited Liability Company Agreement of Blackstone Mezzanine Management Associates II L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Mezzanine Management Associates II L.L.C. (incorporated herein by reference to Exhibit 10.17 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.25+</td><td>Second Amended and Restated Limited Liability Company Agreement of BREA IV L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA IV L.L.C. (incorporated herein by reference to Exhibit 10.18 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.26+</td><td>Second Amended and Restated Limited Liability Company Agreement of BREA V L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA V L.L.C. (incorporated herein by reference to Exhibit 10.19 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.27+</td><td>Second Amended and Restated Limited Liability Company Agreement of BREA VI L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA VI L.L.C. (incorporated herein by reference to Exhibit 10.20 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.27.1+</td><td>Amendment No. 1 dated as of January 1, 2008 to the Second Amended and Restated Limited Liability Company Agreement of BREA VI L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of BREA VI L.L.C. (incorporated herein by reference to Exhibit 10.26.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the SEC on May 15, 2008).</td></tr><tr><td>10.28</td><td>Second Amended and Restated Limited Liability Company Agreement of Blackstone Communications Management Associates I L.L.C., dated as of May 31, 2007, by and among Blackstone Holdings III L.P. and certain members of Blackstone Communications Management Associates I L.L.C. (incorporated herein by reference to Exhibit 10.21 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 13, 2007).</td></tr><tr><td>10.29+</td><td>Amended and Restated Limited Liability Company Agreement of BCIA L.L.C., dated as of April 15, 2008, by and among Blackstone Holdings III L.P. and certain members of BCIA L.L.C. (incorporated herein by reference to Exhibit 10.28 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the SEC on May 15, 2008).</td></tr><tr><td>10.30+</td><td>Third Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates Europe III L.P., dated as of June 30, 2008 (incorporated herein by reference to Exhibit 10.28 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 8, 2008).</td></tr><tr><td>10.31+</td><td>Second Amended and Restated Limited Liability Company Agreement of Blackstone Real Estate Special Situations Associates L.L.C., dated as of June 30, 2008 (incorporated herein by reference to Exhibit 10.29 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 8, 2008).</td></tr><tr><td>10.32+</td><td>BMA VI L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of July 31, 2008 (incorporated herein by reference to Exhibit 10.30 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the SEC on November 7, 2008).</td></tr><tr><td>10.33+</td><td>Fourth Amended and Restated Limited Liability Company Agreement of GSO Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.33 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009).</td></tr><tr><td>10.34+</td><td>Amended and Restated Limited Liability Company Agreement of GSO Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.34 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009).</td></tr><tr><td>10.35+</td><td>Third Amended and Restated Limited Liability Company Agreement of GSO Capital Opportunities Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.36 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009).</td></tr><tr><td>10.36+</td><td>Third Amended and Restated Limited Liability Company Agreement of GSO Capital Opportunities Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.37 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009).</td></tr><tr><td>10.37+</td><td>Amended and Restated Limited Liability Company Agreement of GSO Liquidity Overseas Associates LLC, dated as of March 3, 2008 (incorporated herein by reference to Exhibit 10.39 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.38+</td><td>Blackstone / GSO Capital Solutions Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of May 22, 2009 (incorporated herein by reference to Exhibit 10.40 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009).</td></tr><tr><td>10.39+</td><td>Blackstone / GSO Capital Solutions Overseas Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.41 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009).</td></tr><tr><td>10.40+</td><td>Blackstone Real Estate Special Situations Associates II L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of June 30, 2009 (incorporated herein by reference to Exhibit 10.42 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009).</td></tr><tr><td>10.41+</td><td>Blackstone Real Estate Special Situations Management Associates Europe L.P. Amended and Restated Agreement of Limited Partnership, dated as of June 30, 2009 (incorporated herein by reference to Exhibit 10.43 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009).</td></tr><tr><td>10.42+</td><td>BRECA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2009 (incorporated herein by reference to Exhibit 10.44 to the Registrant&#x27;s Quarterly Report on 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 7, 2009).</td></tr><tr><td>10.43+</td><td>GSO Targeted Opportunity Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (incorporated herein by reference to Exhibit 10.48 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010).</td></tr><tr><td>10.44+</td><td>GSO Targeted Opportunity Overseas Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (incorporated herein by reference to Exhibit 10.49 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010).</td></tr><tr><td>10.45+</td><td>BCVA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of July 8, 2010 (incorporated herein by reference to Exhibit 10.50 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed with the SEC on August 6, 2010).</td></tr><tr><td>10.46+</td><td>Amended and Restated Agreement of Exempted Limited Partnership of MB Asia REA L.P., dated November 23, 2010 (incorporated herein by reference to Exhibit 10.51 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 25, 2011).</td></tr><tr><td>10.47+</td><td>Amended and Restated Limited Liability Company Agreement of GSO SJ Partners Associates LLC, dated December 7, 2010, by and among GSO Holdings I L.L.C. and certain members of GSO SJ Partners Associates LLC thereto (incorporated herein by reference to Exhibit 10.4 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 6, 2011).</td></tr><tr><td>10.48+</td><td>Amended and Restated Exempted Limited Partnership Agreement of GSO Capital Opportunities Associates II LP, dated as of December 31, 2015 (incorporated herein by reference to Exhibit 10.53 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr></table>



<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.49+</td><td>Blackstone EMA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of August 1, 2011 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed with the SEC on November 9, 2011).</td></tr><tr><td>10.50+</td><td>Blackstone Real Estate Associates VII L.P. Second Amended and Restated Agreement of Limited Partnership, dated as of September 1, 2011 (incorporated herein by reference to Exhibit 10.53.1 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 28, 2012).</td></tr><tr><td>10.51+</td><td>GSO Energy Partners-A Associates LLC Second Amended and Restated Limited Liability Company Agreement, dated as of February 28, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 7, 2012).</td></tr><tr><td>10.52+</td><td>BTOA L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of February 15, 2012 (incorporated herein by reference to Exhibit 10.2 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 7, 2012).</td></tr><tr><td>10.53+</td><td>Form of Deferred Holdings Unit Agreement for Senior Managing Directors (incorporated herein by reference to Exhibit 10.2 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the SEC on August 7, 2012).</td></tr><tr><td>10.54+</td><td>Amended and Restated Limited Liability Company Agreement of Blackstone Commercial Real Estate Debt Associates L.L.C., dated as of November 12, 2010 (incorporated herein by reference to Exhibit 10.3 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the SEC on August 7, 2012).</td></tr><tr><td>10.55+</td><td>Limited Liability Company Agreement of Blackstone Innovations L.L.C., dated November 2, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the SEC on November 2, 2012).</td></tr><tr><td>10.56+</td><td>Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Innovations (Cayman) III L.P., dated November 2, 2012 (incorporated herein by reference to Exhibit 10.2 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the SEC on November 2, 2012).</td></tr><tr><td>10.57+</td><td>GSO Foreland Resources Co-Invest Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of August 10, 2012 (incorporated herein by reference to Exhibit 10.60 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 1, 2013).</td></tr><tr><td>10.58+</td><td>GSO Palmetto Opportunistic Associates LLC Amended and Restated Limited Liability Company Agreement, dated as of July 31, 2012 (incorporated herein by reference to Exhibit 10.61 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 1, 2013).</td></tr><tr><td>10.59+</td><td>Second Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Asia L.P., dated February 26, 2014 (incorporated herein by reference to Exhibit 10.63 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014).</td></tr><tr><td>10.60+</td><td>Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Europe IV L.P., dated February 26, 2014 (incorporated herein by reference to Exhibit 10.64 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.61</td><td>Aircraft Dry Lease Agreement between 113CS LLC and Blackstone Administrative Services Partnership L.P., dated as of January 15, 2015 (incorporated herein by reference to Exhibit 10.4 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 8, 2015).</td></tr><tr><td>10.62+</td><td>Form of Special Equity Award — Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015).</td></tr><tr><td>10.63+</td><td>Amended and Restated Agreement of Limited Partnership of BR&P Edens Associates L.P., dated as of December 18, 2013 (incorporated herein by reference to Exhibit 10.76 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.64+</td><td>Amended and Restated Agreement of Exempt Limited Partnership of Blackstone AG Associates L.P., dated as of February 16, 2016 and deemed effective as of May 30, 2014 (incorporated herein by reference to Exhibit 10.77 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.65+</td><td>Amended and Restated Agreement of Limited Partnership of BR&P OMP Associates L.P., dated as of June 27, 2014 (incorporated herein by reference to Exhibit 10.78 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.66+</td><td>Amended and Restated Agreement of Exempted Limited Partnership of Blackstone OBS Associates L.P., dated as of February 16, 2016 and deemed effective July 25, 2014 (incorporated herein by reference to Exhibit 10.79 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.67+</td><td>Amended and Restated Limited Liability Company Agreement of Blackstone EMA II L.L.C., dated as of October 21, 2014 (incorporated herein by reference to Exhibit 10.80 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.68+</td><td>Second Amended and Restated Agreement of Limited Partnership of Blackstone Liberty Place Associates L.P., dated as of February 9, 2015 (incorporated herein by reference to Exhibit 10.81 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.69+</td><td>Second Amended and Restated Agreement of Exempted Limited Partnership of BPP Core Asia Associates L.P., dated February 16, 2016 and deemed effective March 18, 2015 (incorporated herein by reference to Exhibit 10.82 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.70+</td><td>Second Amended and Restated Agreement of Exempted Limited Partnership of BPP Core Asia Associates-NQ L.P., dated as of February 16, 2016 and deemed effective March 18, 2015 (incorporated herein by reference to Exhibit 10.83 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.71+</td><td>Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Associates VIII L.P., dated as of March 27, 2015 (incorporated herein by reference to Exhibit 10.84 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.72+</td><td>Amended and Restated Limited Liability Company Agreement of BMA VII L.L.C., dated as of May 13, 2015 (incorporated herein by reference to Exhibit 10.85 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.73+</td><td>Amended and Restated Agreement of Exempt Limited Partnership of Blackstone Property Associates International L.P., dated as of February 16, 2016 and deemed effective as of July 15, 2015 (incorporated herein by reference to Exhibit 10.86 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.74+</td><td>Amended and Restated Agreement of Exempt Limited Partnership of Blackstone Property Associates International-NQ L.P., dated as of February 16, 2016 and deemed effective July 28, 2015 (incorporated herein by reference to Exhibit 10.87 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 26, 2016).</td></tr><tr><td>10.75+</td><td>BTOA II L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of December 19, 2014 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 4, 2016).</td></tr><tr><td>10.76+</td><td>Special Equity Award — Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incentive Plan (Chief Financial Officer) (incorporated herein by reference to Exhibit 10.82 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 24, 2017).</td></tr><tr><td>10.77+</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incentive Plan (2013 and 2014 awards) (incorporated herein by reference to Exhibit 10.83 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 24, 2017).</td></tr><tr><td>10.78+</td><td>Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Real Estate Associates Europe V L.P., dated May 8, 2017 and deemed effective March 1, 2016 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC on May 9, 2017).</td></tr><tr><td>10.79+</td><td>Amended and Restated Limited Liability Company Agreement of Blackstone CEMA L.L.C., dated February 9, 2016 (incorporated herein by reference to Exhibit 10.2 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the SEC on August 8, 2017).</td></tr><tr><td>10.80+</td><td>Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Debt Strategies Associates II L.P., dated February 15, 2018 and deemed effective as of April 17, 2013 (incorporated herein by reference to Exhibit 10.86 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018).</td></tr><tr><td>10.81+</td><td>Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Debt Strategies Associates III L.P., dated February 15, 2018 and deemed effective as of July 25, 2016 (incorporated herein by reference to Exhibit 10.87 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018).</td></tr><tr><td>10.82*</td><td>Form of Aircraft Dry Lease Agreement between GH4 Partners LLC and Blackstone Administrative Services Partnership L.P.</td></tr><tr><td>10.83*</td><td>Form of Aircraft Dry Lease Agreement (N345XB) between Hilltop Asset Holdings LLC and Blackstone Administrative Services Partnership L.P.</td></tr><tr><td>10.84*</td><td>Form of Aircraft Dry Lease Agreement (N776BT) between Hilltop Asset Holdings LLC and Blackstone Administrative Services Partnership L.P.</td></tr></table>



<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.85</td><td>Amended and Restated Credit Agreement dated as of March 23, 2010, as amended and restated as of May 29, 2014, as further amended and restated as of August 31, 2016, and as further amended and restated as of September 21, 2018, among Blackstone Holdings Finance Co. L.L.C., as borrower, Blackstone Holdings AL L.P., Blackstone Holdings L.L.P., Blackstone Holdings III L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., as guarantors, Citibank, N.A., as administrative agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Current Report on Form 8-K filed with the SEC on September 21, 2018).</td></tr><tr><td>10.86+</td><td>Amended and Restated Limited Partnership Agreement of BTOA III L.P., dated as of February 27, 2019 and deemed effective as of May 24, 2018 (incorporated herein by reference to Exhibit 10.92 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019).</td></tr><tr><td>10.87+</td><td>Amended and Restated Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incentive plan between The Blackstone Group L.P. and the Participant named therein (incorporated herein by reference to Exhibit 10.93 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019).</td></tr><tr><td>10.88+</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group L.P. 2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.94 to the Registrant&#x27;s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 1, 2019).</td></tr><tr><td>10.89+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Management Associates Asia L.P., dated as of August 6, 2019, and deemed effective as of November 9, 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.90+*</td><td>Second Amended and Restated Limited Partnership Agreement of BREIT Special Limited Partner L.P., dated as of February 12, 2020 and deemed effective as of January 1, 2018.</td></tr><tr><td>10.91+</td><td>Amended and Restated Exempted Limited Partnership Agreement of Blackstone Real Estate Associates Asia II L.P., dated August 6, 2019 and deemed effective September 21, 2017 (incorporated herein by reference to Exhibit 10.3 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.92+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Total Alternatives Solution Associates L.P., dated as of August 6, 2019 and deemed effective as of August 24, 2014 (incorporated herein by reference to Exhibit 10.4 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.93+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Total Alternatives Solution Associates 2015 I L.P., dated as of August 6, 2019 and deemed effective as of February 24, 2015 (incorporated herein by reference to Exhibit 10.5 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.94+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Total Alternatives Solution Associates 2016 L.P., dated as of August 6, 2019 and deemed effective as of December 9, 2016 (incorporated herein by reference to Exhibit 10.6 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.95+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Total Alternatives Solution Associates IV L.P., dated as of August 6, 2019 and deemed effective as of December 22, 2017 (incorporated herein by reference to Exhibit 10.7 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr></table>



## Table of Contents

<table><tr><td>Exhibit Number</td><td>Exhibit Description</td></tr><tr><td>10.96+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone Total Alternatives Solution Associates V L.P., dated as of August 6, 2019 and deemed effective as of October 31, 2018 (incorporated herein by reference to Exhibit 10.8 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.97+</td><td>Third Amended and Restated Limited Liability Company Agreement of BTOSIA L.L.C., dated as of August 6, 2019 and deemed effective as of May 12, 2016 (incorporated herein by reference to Exhibit 10.9 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.98+</td><td>Amended and Restated Exempted Limited Partnership Agreement of Blackstone UK Mortgage Opportunities Management Associates (Cayman) L.P., dated August 6, 2019 and deemed effective December 4, 2015 (incorporated herein by reference to Exhibit 10.10 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 8, 2019).</td></tr><tr><td>10.99+</td><td>Amended and Restated Limited Partnership Agreement of Blackstone EMA III GP L.P., dated as of November 6, 2019 and deemed effective as of August 17, 2018 (incorporated herein by reference to Exhibit 10.12 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 8, 2019).</td></tr><tr><td>10.100+</td><td>Amended and Restated Limited Partnership Agreement of BMA VIII GP L.P., dated as of November 6, 2019 and deemed effective as of March 29, 2019 (incorporated herein by reference to Exhibit 10.13 to the Registrant&#x27;s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on November 8, 2019).</td></tr><tr><td>10.101+*</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. 2007 Equity Incentive Plan (2019).</td></tr><tr><td>10.102+*</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. 2007 Equity Incentive Plan (Termination Vesting 2019).</td></tr><tr><td>10.103+*</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. 2007 Equity Incentive Plan (2020).</td></tr><tr><td>10.104+*</td><td>Form of Deferred Holdings Unit Agreement under The Blackstone Group Inc. 2007 Equity Incentive Plan (Termination Vesting 2020).</td></tr><tr><td>10.105+*</td><td>Amended and Restated Limited Partnership Agreement of BREA Europe VI (Cayman) L.P., dated as of February 26, 2020 and deemed effective as of May 8, 2019.</td></tr><tr><td>10.106+*</td><td>Amended and Restated Limited Partnership Agreement of BREA IX (Delaware) L.P., dated as of February 26, 2020 and deemed effective as of December 21, 2018.</td></tr><tr><td>21.1*</td><td>Subsidiaries of the Registrant.</td></tr><tr><td>23.1*</td><td>Consent of Deloitte &amp; Touche LLP.</td></tr><tr><td>31.1*</td><td>Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).</td></tr><tr><td>31.2*</td><td>Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).</td></tr><tr><td>32.1*</td><td>Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).</td></tr><tr><td>32.2*</td><td>Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).</td></tr></table>



## Table of Contents

Exhibit

Number Exhibit Description

101.INS* XBRL Instance Document.

101.SCH* XBRL Taxonomy Extension Schema Document.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

+ Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

## Item 16. Form 10- K Summary

None.



## Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 28, 2020

The Blackstone Group Inc.

<table><tr><td rowspan="2"></td><td rowspan="2">Name: Title:</td><td>/s/ Michael S. Chae</td></tr><tr><td>Michael S. ChaeChief Financial Officer(Principal Financial Officer and Authorized Signatory)</td></tr></table>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 28th day of February, 2020.

<table><tr><td>/s/ Stephen A. Schwarzman</td><td>/s/ James W. Breyer</td></tr><tr><td>Stephen A. Schwarzman, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)</td><td>James W. Breyer, Director</td></tr><tr><td>/s/ Jonathan D. Gray</td><td>/s/ Sir John Antony Hood</td></tr><tr><td>Jonathan D. Gray, President, Chief Operating Officer and Director</td><td>Sir John Antony Hood, Director</td></tr><tr><td>/s/ Hamilton E. James</td><td>/s/ Rochelle B. Lazarus</td></tr><tr><td>Hamilton E. James, Executive Vice Chairman and Director</td><td>Rochelle B. Lazarus, Director</td></tr><tr><td>/s/ Michael S. Chae</td><td>/s/ Jay O. Light</td></tr><tr><td>Michael S. Chae, Chief Financial Officer (Principal Financial Officer)</td><td>Jay O. Light, Director</td></tr><tr><td>/s/ Christopher Striano</td><td>/s/ Brian Mulroney</td></tr><tr><td>Christopher Striano, Principal Accounting Officer (Principal Accounting Officer)</td><td>Brian Mulroney, Director</td></tr><tr><td>/s/ Kelly A. Ayotte</td><td>/s/ William G. Parrett</td></tr><tr><td>Kelly A. Ayotte, Director</td><td>William G. Parrett, Director</td></tr></table>



# 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 certificate of incorporation and 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" and "our" mean The Blackstone Group 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 Class A common stock;

• 999,999,000 are designated as Class B common stock;

• 1,000 are designated as Class C common stock; and

• 9,000,000,000 are designated as preferred stock.

## Common Stock

Our common stock consists of Class A common stock, Class B common stock and Class C common stock.

## Economic Rights

Dividends. Subject to preferences that apply to any shares of preferred stock outstanding at the time, the holders of our Class A 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 Class B common stock or our Class C common 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 Class A common stock and any participating preferred stock outstanding at that time ranking on a parity with our Class A 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 preferred stock. Our certificate of incorporation provides that the holders of our Class B common stock and our Class C common stock are not entitled to receive any of our assets upon our dissolution, liquidation or winding up.

## Voting Rights

Our Class A common stock and our Class B common stock are non-voting and are not entitled to any votes on any matter that is submitted to a vote of our stockholders (including for purposes of the rules of any securities exchange on which the Class A common stock or Class B common stock, as applicable, is listed for trading), except as expressly provided in our certificate of incorporation or required by Delaware law. The Class C common stock is voting and is entitled to one vote per share on any matter that is submitted to a vote of our stockholders generally.

Our certificate of incorporation provides for holders of our Class A common stock and our Class B common stock, voting together as a single class, to 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, hypotheses 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 Class C common stock (the “Class C 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 Class C Stockholder and forced transfer by the Class C Stockholder of its shares of Class C common stock and the designation of a successor Class C Stockholder. See “—Removal of Class C Stockholder” below; and

• certain amendments to our certificate of incorporation.

In addition, our certificate of incorporation provides that holders of our Class B common 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 Class B common stock or is inconsistent with such terms. Delaware law would also permit the holders of our Class B common stock to vote separately as a class on any amendment to our certificate of incorporation that changes the par value of the shares of Class B common stock or alters or changes the powers, preferences or special rights of the Class B common stock in a way that would affect them adversely.

In addition, Delaware law would permit holders of our Class A common stock to vote as a separate class on an amendment to our certificate of incorporation that would:

• change the par value of our Class A common stock; or

• alter or change the powers, preferences, or special rights of the Class A common 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 Class A 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 Class C Stockholder. As a result, the Class C Stockholder can approve an increase or decrease in the number of authorized shares of Class A common stock, Class B common stock, Class C common stock and preferred stock without a separate vote of the holders of the applicable class of common stock or preferred stock. This could allow us to increase and issue additional shares of Class A common stock, Class B common stock, Class C common stock and/or preferred stock beyond what is currently authorized in our certificate of incorporation without the consent of the holders of the applicable class of common stock or preferred 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 Class C common stock.

Except as described below under “Anti-Takeover Provisions—Loss of voting rights,” each record holder of Class A common stock will be entitled to a number of votes equal to the number of shares of Class A common stock held with respect to any matter on which the holders of Class A common stock are entitled to vote.

In addition, holders of our Class B common 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 Class A 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 Class B common stock. If Blackstone Partners L.L.C. directs us to do so, we will issue one share of Class B common stock



to each of the limited partners of the Blackstone Holdings Partnerships, whereupon each holder of Class B common 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 Class B common stock on the relevant record date. If the holders of Class A 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 Class A common stock changes from a one-for-one basis, the number of votes to which the holders of the Class B common stock are entitled will be adjusted accordingly. Additional classes of common stock having special voting rights could also be issued.

## No Preemptive or Similar Rights

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

## Transferability

Without the approval of any other stockholder, the Class C Stockholder may transfer all or any part of the Class C common 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 Class C 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 interested holders of the Class C Stockholder from selling or transferring all or part of their outstanding equity or other interests in the Class C Stockholder at any time.

## Removal of Class C Stockholder

The Class C Stockholder may, upon (i) the approval of the stockholders holding at least two-thirds of the voting power of our outstanding shares of Class A common stock and Class B common 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 Class C common stock to a successor holder of Class C common 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 Class C Stockholder”) (the “Class C Stockholder Removal”).

In the event of a Class C Stockholder Removal under circumstances where cause (as such term is defined in the certificate of incorporation) exists, the Successor Class C Stockholder will have the option to purchase the Class C Stockholder's shares of Class C common stock and the Class C 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 Class C Stockholder Removal under all other circumstances, the Class C Stockholder will have the option to require the Successor Class C 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 Class C Stockholder and the Successor Class C Stockholder. If no agreement is reached within 30 days after the Class C Stockholder Removal, an independent investment banking firm or other independent expert selected by the Class C Stockholder and the Successor Class C Stockholder will determine the fair market value. If the Class C Stockholder and the Successor Class C Stockholder cannot agree upon an expert within 45 days of the Class C 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 Class C Stockholder or the Successor Class C Stockholder, we will issue to the Class C Stockholder (or its transferee) shares of Class A 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 Class C common stock (but subject to proportionate dilution by reason of the Successor Class C Stockholder).



In addition, we are required to reimburse the Class C Stockholder for all amounts due to the Class C Stockholder, including without limitation all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the Class C 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 Class A 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 Class A common stock, the number of votes to which the shares of our Class B common 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 Class B common stock and Class C common stock) is held by persons other than the Class C Stockholder and its affiliates, we will have the right, which we may assign in whole or in part to the Class C 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 Class A common stock, as described in the foregoing paragraph, a stockholder may have their shares purchased at an undesirable time or price.

## 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 Class A common stock. The issuance 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 Class A common stock or the proportion of voting power held by, or other relative rights of, the holders of the Class A 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 Class C Stockholder, (b) our former general partner, (c)



any person who is or was a controlling affiliate of the Class C Stockholder or our former general partner, (d) any person who is or was a director or officer of Blackstone, the Class C Stockholder or our former general partner, (e) any person in clause (d) who is or was serving at the request of Blackstone, the Class C 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 Class C Stockholder, for so long as it owns Class C common stock, has agreed that its sole business will be to act as the Class C 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 Class A common stock held by stockholders.

Non-voting common stock. Our Class A common stock is generally non-voting. In addition, our certificate of incorporation provides that generally, with respect to any matter on which the Class A common stock is entitled to vote, such vote shall require a majority in voting power or more of all the outstanding Class A common stock and Class B common stock, voting together as a single class. With respect to any matter as to which Class A common stock may be entitled to vote, depending on the number of shares of outstanding shares of Class A common stock and Class B common stock actually voted, our senior managing directors, as the owners of Blackstone Partners L.L.C., the initial holder of Class B common stock, and the persons to whom the shares of Class B common 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. Because our Class A common stock, which is the class of our capital stock listed on the New York Stock Exchange (the “NYSE”), is generally nonvoting, 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 series of preferred stock then outstanding, the Class C Stockholder has the sole authority to elect directors.

Removal of directors. Subject to the rights granted to one or more series of preferred stock then outstanding, the Class C 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 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 Class C Stockholder.



Loss of voting rights. If at any time any person or group (other than the Class C Stockholder and its affiliates, a direct or indirect transferee of the Class C 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 Class A common stock then outstanding, that person or group will lose voting rights on all of its shares of Class A common stock and such shares of Class A common stock may not be voted on any matter as to which the holders of such shares of Class A 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 Class A 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 Class A 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 Class C Stockholder or, if at any time any stockholders other than the Class C 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. Class A common stock and Class B common stock are considered the same class of common stock 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 Class C Stockholder to act by written consent. Under our certificate of incorporation, stockholders (other than the Class C Stockholder) may only act by written consent if consented to by the Class C Stockholder.

Amendments to our certificate of incorporation requiring only Class C Stockholder approval. Except as otherwise expressly provided by applicable law, only the vote of the Class C 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 Class C 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 Class C 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 Class C 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 Class C Stockholder, any amendments to our certificate of incorporation require, in addition to the consent of the Class C Stockholder, the vote or consent of stockholders holding at least 90% of the voting power of our Class A common stock and Class B common 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 Class A common stock and Class B common 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 Class C Stockholder and with the approval of the holders of at least a majority in voting power of our Class A common stock and Class B common 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 Class A common stock and Class B common stock shall be required in the case of certain limited transactions involving our reorganization into another limited liability entity. See “—Common 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 Class A common stock and Class B common 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 Class A common stock and Class B common stock.

## 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 Class A 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 Class A common stock is listed on the NYSE under the ticker symbol “BX.”



# THE BLACKSTONE GROUP INC.
EIGHTH AMENDED AND RESTATED BONUS DEFERRAL PLAN

## Purpose

The Blackstone Group Inc., f.k.a. Blackstone Group L.P. (“Blackstone”), initially adopted the Blackstone Group L.P. Bonus Deferral Plan (the “First Plan”) as of December 17, 2007, representing a deferred compensation plan for certain eligible employees and senior managing directors of Blackstone and certain of its affiliates in order to provide such individuals with pre-tax deferred incentive compensation awards and thereby enhance the alignment of interests between such individuals and Blackstone and its affiliates. Blackstone previously amended and restated the First Plan, effective as of November 5, 2009, as the Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 14, 2010, as the Second Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as December 1, 2011, as the Third Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 1, 2012, as the Fourth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, and effective as of December 1, 2013, as the Fifth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, as the Sixth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 1, 2014, and as the Seventh Amended and Restated Blackstone Group Inc. Bonus Deferral Plan, effective as of July 1, 2019 (the First Plan and the subsequent amended and restated versions of the Bonus Deferral Plan, collectively, the “Prior Plans”). Blackstone is hereby further amending and restating the plan as this Eighth Amended and Restated Blackstone Group Inc. Bonus Deferral Plan, effective as of December 1, 2019 (the “Plan”). This Plan governs Annual Bonuses (as defined below) earned in respect of 2019 and subsequent calendar years. Annual Bonuses earned in respect of years prior to 2019 are subject to the Prior Plan as in effect with respect to the relevant year for which such Annual Bonus was earned.

## ARTICLE I.
DEFINITIONS

As used herein, the following terms have the meanings set forth below.

“Affiliated Employer” means, except as provided under Section 409A of the Code and the regulations promulgated thereunder, any company or other entity that is related to Blackstone (including Blackstone Administrative Services Partnership L.P.) as a member of a controlled group of corporations in accordance with Section 414(b) of the Code or as a trade or business under common control in accordance with Section 414(c) of the Code.

“Annual Bonus” means the annual bonus awarded to a Participant with respect to a given Fiscal Year under the applicable annual bonus plan, program, agreement or other arrangement (as designated by the Plan Administrator in its sole discretion); provided that a Participant’s Annual Bonus for purposes of this Plan shall exclude any bonus or other amount, the payment of which has been guaranteed or promised to the Participant at any time prior to the Annual Bonus Notification Date pursuant to any agreement, plan, program or other arrangement between the Participant and the Firm (a “Guaranteed Bonus”) unless the document evidencing the Guaranteed Bonus expressly provides for the deferral of all or a specified portion of such



Guaranteed Bonus, in which case such deferral will occur pursuant to the terms and conditions set forth in such document. Notwithstanding the foregoing, if the Plan Administrator determines that the deferral under the Plan of a Participant’s Guaranteed Bonus likely would result in the imposition of tax or penalties under Section 409A of the Code, the Participant’s Annual Bonus shall exclude such Guaranteed Bonus.

“Annual Bonus Notification Date” means the date on which the Firm notifies a Participant of the amount of such Participant’s Annual Bonus (if any) for the relevant Fiscal Year.

“BHP Units” means units, each of which consists of one partnership unit in each of Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite, and Blackstone Holdings IV L.P., a Québec société en commandite.

“Board” means the board of directors of The Blackstone Group Inc., a Delaware corporation.

“Bonus Deferral Amount” has the meaning set forth in Section 3.01(a).

“Cause,” with respect to a Participant, has the meaning set forth in the Employment Agreement to which such Participant is a party.

“Change in Control” means, with respect to the Firm, a “Change in Control” as defined under the Equity Incentive Plan, to the extent that such event also constitutes a “change of control” within the meaning of Section 409A of the Code and the regulations and Internal Revenue Service guidance promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the Class A common stock, par value $0.00001 per share, of Blackstone which are available for issuance under the Equity Incentive Plan.

“Competitive Activity” means a Participant’s engagement in any activity that would constitute a violation of any non-competition covenants to which the Participant is subject under the Participant’s Employment Agreement, determined without regard to the actual duration of such non-competition covenants pursuant to the Employment Agreement.

“Deferral Share” has the meaning set forth in Section 3.01(b).

“Delivery Date” shall mean the date upon which shares of Common Stock (or, if applicable, BHP Units, cash or other securities) are delivered with respect to any Deferral Shares, as set forth in Section 5.01.

“Disability” has the meaning as provided under Section 409A(a)(2)(C)(i) of the Code.



“Employment” means (i) a Participant’s employment if the Participant is an employee of Blackstone or any Affiliated Employer or (ii) a Participant’s services as a senior managing director of Blackstone or any Affiliated Employer if the Participant is a senior managing director.

"Employment Agreement" means, with respect to a Participant, the Contracting Employment Agreement (including all schedules and exhibits thereto) or, with respect to a Participant who is a senior managing director, the Senior Managing Director Agreement (including all schedules and exhibits thereto), as applicable, to which such Participant is a party.

“Equity Incentive Plan” means The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan or such other plan as the Plan Administrator may designate in its sole discretion.

“Fair Market Value” shall have the meaning given to such term in the Equity Incentive Plan; provided that, with respect to a BHP Unit or other security, if the fair market value of such BHP Unit or other security cannot reasonably be determined pursuant to the foregoing definition, the Fair Market Value of such BHP Unit or other security shall be the value thereof as determined pursuant to a valuation made by the Plan Administrator in good faith and based upon a reasonable valuation method.

“Firm” means Blackstone and each Participating Employer (individually or collectively as the context requires).

“Fiscal Year” means the fiscal year of Blackstone.

“Investment Date” means the January 1 immediately following the Fiscal Year in respect of which a Participant’s Annual Bonus is earned, which shall be the date on which such Participant’s Bonus Deferral Amount is deemed invested in shares of Common Stock in accordance with Section 3.01(b).

“Participant” means a participant selected by the Plan Administrator in accordance with Section 2.01 hereof.

“Participating Employer” means Blackstone and each Affiliated Employer (or division or unit of an Affiliated Employer) that is designated as a “Participating Employer” by the Plan Administrator and which adopts this Plan.

“Person” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust, joint venture or enterprise or a governmental agency or political subdivision thereof.

“Plan Account” has the meaning given to such term in Section 3.01(b).

“Plan Administrator” means the Compensation Committee of the Board, or such subcommittee thereof or, if the Compensation Committee shall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated. Additionally, the Plan Administrator may delegate its authority under the Plan to any employee or group of employees of Blackstone or an Affiliate Employer; provided that such delegation is consistent with applicable law and guidelines established by the Board from time to time.



“Retirement” means a Participant’s Separation from Service (whether voluntary or involuntary) after (i) the Participant has reached age sixty-five (65) and has at least five (5) full years of service with the Firm or (ii) (A) the Participant’s age plus years of service with the Firm totals at least sixty-five (65), (B) the Participant has reached age fifty-five (55) and (C) the Participant has had a minimum of five (5) years of service.

“Separation from Service” means a Participant’s “separation from service” with the Firm within the meaning of Section 409A of the Code and the regulations thereunder.

“Vesting Date” has the meanings set forth in Sections 4.01(b) and 6.01.

“Vesting Period” has the meaning set forth in Section 4.01(b).

“VWAP” means the 30-day volume weighted average trading price of a share of Common Stock (as reported on the national exchange on which the shares of Common Stock are listed on each such date) over the 30-day period (only counting trading days for shares of Common Stock) immediately preceding the relevant measurement date.

## ARTICLE II.
PLAN PARTICIPATION

2.01. Plan Participation. Each Fiscal Year, on or prior to the Annual Bonus Notification Date for such Fiscal Year, the Plan Administrator, in its sole discretion, will select Participants from among the employees and senior managing directors of the Participating Employers and will notify such individuals that they have been selected to participate in the Plan for such Fiscal Year. The Plan Administrator may, in its sole discretion, establish different rules and/or sub-plans under the Plan (x) with respect to Participants based outside of the United States and Participants who are employees of, or other service providers for, a “nonqualified entity” within the meaning of Section 457A of the Code, in each case, in a manner intended to address tax, administrative and securities law considerations with respect to the Firm and such Participants or (y) on such terms as are approved by the Plan Administrator and communicated to the applicable Participants prior to or coincident with the Annual Bonus Notification Date. Such alternate rules and/or sub-plans may include, without limitation, different treatment with respect to timing of vesting and delivery of shares of Common Stock (or, if applicable, BHP Units, cash or other securities) under the Plan and may be set forth in Schedules to be attached hereto from time to time.



# ARTICLE III.
DEFERRALS

## 3.01. Bonus Award Deferrals.

(a) With respect to a given Fiscal Year commencing with the Fiscal Year ending December 31, 2019, and for each Participant selected to participate in the Plan in accordance with Section 2.01 hereof, a portion of the Annual Bonus (excluding any portion thereof that is being separately deferred pursuant to this Plan or any other agreement, plan, program or other arrangement between the Participant and the Firm) for the Fiscal Year shall be deferred (his or her “Bonus Deferral Amount”) in accordance with the following table (or such other table that may be adopted by the Plan Administrator prior to or coincident with the Annual Bonus Notification Date):

<table><tr><td>Portion of Annual Bonus</td><td>Marginal Deferral Rate Applicable to Such Portion</td><td>Effective Deferral Rate for Entire Annual Bonus*</td></tr><tr><td>$0 - 100,000</td><td>0.0%</td><td>0.0%</td></tr><tr><td>$100,001 - 200,000</td><td>15.0%</td><td>7.5%</td></tr><tr><td>$200,001 - 500,000</td><td>20.0%</td><td>15.0%</td></tr><tr><td>$500,001 - 750,000</td><td>30.0%</td><td>20.0%</td></tr><tr><td>$750,001 - 1,250,000</td><td>40.0%</td><td>28.0%</td></tr><tr><td>$1,250,001 - 2,000,000</td><td>45.0%</td><td>34.4%</td></tr><tr><td>$2,000,001 - 3,000,000</td><td>50.0%</td><td>39.6%</td></tr><tr><td>$3,000,001 - 4,000,000</td><td>55.0%</td><td>43.4%</td></tr><tr><td>$4,000,001 - 5,000,000</td><td>60.0%</td><td>46.8%</td></tr><tr><td>$5,000,000 +</td><td>65.0%</td><td>52.8%</td></tr></table>

* Effective Deferral Rates are shown for illustrative purposes only and are based on an Annual Bonus equal to the maximum amount in the range shown in the far left column (which is assumed to be $7,500,000 for the last range shown).

For purposes of determining the Bonus Deferral Amount pursuant to the above table, (i) a Participant’s total annual incentive compensation shall be taken into account (including, without limitation, performance incentive fees earned in connection with Firm sponsored investment funds), although the Bonus Deferral Amount shall only reduce (but not below zero) the amount of the Annual Bonus otherwise payable in cash on a current basis and (ii) the amount subject to deferral pursuant to the above table shall be reduced (but not below zero) by an amount equal to the deemed pre-tax value (using an assumed 50% tax rate) of the Participant’s annual mandatory contributions to Firm sponsored investment funds with respect to the Fiscal Year for which the Annual Bonus was earned.

Notwithstanding the foregoing: (i) if a Participant’s Annual Bonus includes a Guaranteed Bonus, such Participant’s Bonus Deferral Amount shall be equal to (x) the portion of the Guaranteed Bonus which the document evidencing the Guaranteed Bonus states will be deferred, plus (y) a portion of the amount (if any) by which the Participant’s Annual Bonus exceeds his or her Guaranteed Bonus, determined pursuant to the table above and (ii) the Firm reserves the right to change the method by which a Participant’s Bonus Deferral Amount will be calculated with respect to any Annual Bonus by notifying the Participant in writing in advance of the Annual Bonus Notification Date for such Annual Bonus. Deferral of each Participant’s Bonus Deferral Amount for the relevant Fiscal Year shall be automatic and mandatory and shall occur immediately prior to the Investment Date for such Fiscal Year. The excess of the Participant’s Annual Bonus for the relevant Fiscal Year over his or her Bonus Deferral Amount for such Fiscal Year shall be paid to the Participant on such date and in the same manner as such Participant’s Annual Bonus would have been paid to him or her if he or she was not a Participant in the Plan with respect to such Fiscal Year.



(b) On the Investment Date, the Participant’s entire Bonus Deferral Amount corresponding to such Investment Date shall automatically and mandatorily be notionally invested in the number of shares of Common Stock (the Participant’s “Deferral Shares”) that is equal to such Bonus Deferral Amount divided by the VWAP of a share of Common Stock as of the corresponding Annual Bonus Notification Date, rounded up to the nearest whole number. The Firm will keep on its books and records an account for each Participant (his or her “Plan Account”), in which the Firm will record the number of Deferral Shares credited to such Participant.

## ARTICLE IV.
VESTING

## 4.01. Vesting.

(a) Deferral Shares. Subject to Article VI, and except as otherwise provided in Sections 6.01(f) and 6.01(g), one-third of the Deferral Shares granted to a Participant in respect of a given Investment Date will vest (but will only be deliverable pursuant to Article V) on the January 1 that immediately follows the end of each of the first, second and third Fiscal Years after the Fiscal Year to which the relevant Annual Bonus relates, subject to the Participant remaining continuously Employed with the Firm through the applicable Vesting Date (or on such other vesting schedule selected by the Plan Administrator and communicated to the Participant prior to or coincident with the Annual Bonus Notification Date or as otherwise set forth in prior versions of this Plan). For the avoidance of doubt, Deferral Shares shall not be eligible for partial-year vesting.

(b) Vesting Date: Vesting Period. For purposes of this Plan, and except as otherwise provided in Sections 6.01(f) and 6.01(g), the date upon which all or a portion of a Participant’s Deferral Shares vest in accordance with the provisions of this Section 4.01 shall be referred to as the “Vesting Date” for such Deferral Shares. The period between the Investment Date in respect of which a Deferral Share is granted and the Vesting Date on which such Deferral Share vests in accordance with the provisions hereof shall be referred to as the “Vesting Period.”

## ARTICLE V.
DELIVERY OF UNITS

5.01. Delivery Generally. The shares of Common Stock (or, if applicable, BHP Units, cash or other securities) underlying the Deferral Shares shall generally be delivered to Participants on a date intended to coincide with a date upon which the underlying shares of Common Stock (or, if applicable, BHP Units or other securities) may next be traded or converted by the Participant (subject to further restrictions due to Firm policies in place at such time) as set forth below:

(a) Window Period for Delivery of Deferral Shares. The “Delivery Date” for each Deferral Share shall be a date selected by the Plan Administrator which falls between the first February 1 and March 1 following the Vesting Date applicable to such Deferral Share.



(b) Form of Delivery. On the applicable Delivery Date, or as soon as reasonably practicable after such Delivery Date (but in no event more than ten (10) business days after such Delivery Date), the Firm shall issue to the Participant, in full settlement of the Firm’s obligations with respect to the deliverable portion of the Participant’s Deferral Shares, the number of shares of Common Stock subject to such Deferral Shares (or, at the Plan Administrator’s sole discretion, which will likely be only in rare occasions, an amount in cash equal to the VWAP of such number of shares of Common Stock as of the date of such payment). Notwithstanding the foregoing, if the Plan Administrator determines, in its sole discretion, that the issuance of shares of Common Stock may raise tax, securities law or administrative concerns to the Firm or the Participant, then distributions to such Participant hereunder shall not be made in shares of Common Stock but instead (in the Plan Administrator’s sole discretion, which will likely be only in rare occasions), may be made in BHP Units or other securities, as determined by the Plan Administrator.

5.02. Issuance of Units. The issuance of any shares of Common Stock (or, if applicable, BHP Units) to a Participant pursuant to the Plan shall be effected by recording the Participant’s ownership of such shares of Common Stock (or, if applicable, BHP Units) in a book-entry or similar system utilized by the Firm as soon as practicable following the Delivery Date applicable thereto. Any shares of Common Stock (or, if applicable, BHP Units) issued to a Participant hereunder will be held in an account administered by the Firm’s equity plan administrator or such other account as the Plan Administrator may determine in its discretion. No Participant shall have any rights as an owner with respect to any shares of Common Stock (or, if applicable, BHP Units) under the Plan prior to the date on which the Participant becomes entitled to delivery of such shares of Common Stock (or, if applicable, BHP Units) in accordance with Section 5.01. The Plan Administrator may, in its sole discretion, cause the Firm to defer the delivery of any shares of Common Stock (or, if applicable, BHP Units, cash or other securities) pursuant to this Plan as the Plan Administrator deems necessary to ensure compliance under federal or state securities laws or to avoid adverse tax or other consequences to the Firm or the Participant.

5.03. Taxes and Withholding. As a condition to any payment or distribution pursuant to this Plan, the Firm may require a Participant to pay such sum to the Firm as may be necessary to discharge the Firm’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, which the Firm reasonably expects will be imposed as a result of such payment or distribution. In the discretion of the Firm, the Firm may deduct or withhold such sum from such payment or distribution (including by deduction or withholding of shares of Common Stock (or, if applicable, BHP Units or other securities), provided that the amount the Firm deducts or withholds shall not (unless otherwise determined by the Plan Administrator) exceed the Firm’s minimum statutory withholding obligations. Alternatively, the Firm may elect to satisfy the tax withholding obligations by advancing and remitting its own funds on behalf of the Participant to the applicable tax authorities, in which case the Participant shall be required to repay such amounts to the Firm within 5 days of such remittance, together with interest thereon based on the Firm’s cost of funds as determined by Blackstone Treasury from time to time. As of November 5, 2009, this rate will equal the “prime rate” (as published in the Wall Street Journal) for JPMorgan Chase (or any successor) plus 500 basis points (or a comparable rate as determined by Blackstone or such Affiliate). In the event that the Firm plans to advance a tax withholding remittance on behalf of the Participant as described in the preceding sentence, the Firm shall provide the Participant with reasonable advance notice to permit the Participant to remit the required funds in cash to the Firm prior to the required withholding date and thereby avoid the need to have the Firm advance its own funds to the tax authorities.



5.04. Liability for Payment. Each Participating Employer shall be liable for the amount of any distribution or payment owed to a Participant pursuant to Section 5.01 who is Employed by such Participating Employer during the relevant Vesting Period; provided, however, that in the event that a Participant is Employed by more than one Participating Employer during the relevant Vesting Period, each Participating Employer shall be liable for its allocable portion of such distribution or payment.

## ARTICLE VI.
TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL

6.01. Termination of Employment. In the event that a Participant’s Employment with the Firm is terminated, or a Change in Control occurs, in either case prior to the Vesting Date or Delivery Date that would otherwise apply to any of such Participant’s Deferral Shares, vesting and delivery (if any) of such Deferral Shares shall be governed by this Section 6.01.

(a) Termination by the Firm For Cause. Upon termination of a Participant’s Employment by the Firm for Cause, such Participant’s Deferral Shares (vested and unvested) shall be forfeited without any payment.

(b) Termination by the Firm Without Cause. Upon termination of a Participant’s Employment with the Firm without Cause at such time as the Participant does not qualify for Retirement, such Participant’s unvested Deferral Shares shall immediately vest (in which case, the date of the Participant’s termination without Cause shall be referred to as the “Vesting Date” for such Deferral Shares) and be delivered to the Participant in accordance with Article V.

(c) Resignation. In the event that a Participant resigns from the Firm (and such resignation does not constitute Retirement), such Participant’s unvested Deferral Shares shall be forfeited without payment.

(d) Retirement. In the event of a Participant’s Retirement from the Firm, all of such Participant’s unvested Deferral Shares shall continue to vest in accordance with Article IV, and shall continue to be delivered to the Participant in accordance with Article V, as though the Participant remained continuously Employed with the Firm through the end of the Vesting Period; provided that if, following a termination of his or her Employment with the Firm as described in this Section 6.01(d), such Participant breaches any applicable provision of the Employment Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, such Participant’s Deferral Shares which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Plan Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting following Retirement, the Plan Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Employment Agreement or otherwise engaged in any Competitive Activity.



(e) Disability. In the event that a Participant’s Employment with the Firm is terminated due to the Participant’s Disability, such Participant’s unvested Deferral Shares shall immediately vest (in which case, the date of the Participant’s termination due to Disability shall be referred to as the “Vesting Date” for such Deferral Shares) and be delivered to the Participant in accordance with Article V.

(f) Death. In the event of a Participant’s death during his or her Employment with the Firm, or during the period following termination of Employment in which his or her Deferral Shares remain subject to vesting pursuant to this Section 6.01, such Participant’s Deferral Shares which remain unvested as of (and have not been forfeited prior to) the date of the Participant’s death shall immediately vest and, together with any previously vested but undelivered Deferral Shares, become deliverable to the Participant’s estate as of the date of the Participant’s death (in which case, the date of the Participant’s death shall be referred to as the “Vesting Date” for such Deferral Shares).

(g) Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, such Participant’s Deferral Shares which remain unvested as of the date of such Change in Control shall immediately vest and become deliverable as of the date of such Change in Control (in which case, the date of such Change in Control shall be referred to as the “Vesting Date” for such Deferral Shares).

(h) Section 409A: Separation from Service. References in this Section 6.01 to a Participant’s termination of Employment shall refer to the date upon which the Participant has a Separation from Service.

6.02. Nontransferability. No benefit under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance, other than by will or the laws of descent and distribution. Any attempt to violate the foregoing prohibition shall be void: provided, however, that a Participant may transfer or assign any vested interest hereunder in connection with estate planning and administration with the express written consent of the Plan Administrator.

## ARTICLE VII.

## ADMINISTRATION

7.01. Plan Administrator. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretionary authority to interpret the Plan, to make all legal and factual determinations and to determine all questions arising in the administration of the Plan, including without limitation the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. Each interpretation, determination or other action made or taken pursuant to the Plan by the Plan Administrator shall be final and binding on all persons.



7.02. Indemnification. The Plan Administrator shall not be liable to any Participant for any action or determination. The Plan Administrator shall be indemnified by the Firm against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan.

## ARTICLE VIII.
AMENDMENTS AND TERMINATION

8.01. Modification; Termination. The Plan Administrator may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, to the extent permitted by Section 409A of the Code. No further deferrals will occur under the Plan after the effective date of any such suspension or termination. Following any such termination, the Participants' Deferral Shares will continue to vest and be delivered, or be forfeited, as otherwise provided herein. Notwithstanding the foregoing, no alteration, amendment or modification of the Plan shall adversely affect the rights of the Participant in any amounts or units accrued by or credited to such Participant prior to such action without the Participant's written consent unless the Plan Administrator determines, in its sole discretion, that such alteration, modification or amendment is necessary for the Plan to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

8.02. Required Delay. Notwithstanding any provision to the contrary, if pursuant to the provisions of Section 409A of the Code any distribution or payment is required to be delayed as a result of a Participant being deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any such distributions or payments under the Plan shall not be made or provided prior to the earlier of (A) the expiration of the six month period measured from the date of the Participant’s Separation from Service or (B) the date of the Participant’s death. Upon the expiration of such period, or the date of such Participant’s death, as applicable, all distributions or payments under the Plan delayed pursuant to this Section 8.02 shall be delivered or paid to the Participant (or the Participant’s estate, as applicable) in a lump sum, and any remaining distributions or payments due under the Plan shall be paid or delivered in accordance with the normal Delivery Dates specified for such distributions or payments herein.

## ARTICLE IX.
GENERAL PROVISIONS

9.01. Unfunded Status of the Plan. The Plan is unfunded. A Participant’s rights under the Plan (if any) shall represent at all times an unfunded and unsecured contractual obligation of each Participating Employer that Employed Participant during the Vesting Periods and through the Delivery Dates applicable to such Participant’s Deferral Shares. Each Participant and his or her estate and/or beneficiaries (if any) will be unsecured creditors of each Participating Employer with which such Participant is or was Employed with respect to any obligations owed to such Participant, estate and/or beneficiaries under the Plan. Amounts deliverable or payable under the Plan will be satisfied solely out of the general assets of the applicable Participating Employer subject to the claims of its creditors. None of a Participant, his or her estate, his or her beneficiaries (if any) nor any other person shall have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. No Participating Employer will segregate any funds or assets to provide for any payment or



distribution under the Plan or issue any notes or security for any such distribution or payment. Any reserve or other asset that a Participating Employer may establish or acquire to assure itself of the funds to provide distributions or payments required under the Plan shall not serve in any way as security to any Participant or the estate or beneficiary of a Participant for the performance of the Participating Employer under the Plan.

9.02. No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Firm, (ii) interfere with or to limit in any way the Firm’s right to terminate the Employment of a Participant at any time, (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year or (iv) affect, supersede, amend or change the Employment Agreement (or any other agreement between the Participant and the Firm). In addition, selection of an individual as a Participant for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to participate in the Plan, or in any similar plan or program that may be established by the Firm, in respect of any future Fiscal Year.

9.03. No Stockholder or Ownership Rights Prior to Delivery of Shares; Dividend Equivalent Payments.

(a) Except as set forth in Section 9.03(b), Participants shall not have voting, dividend, cash distribution or any other rights as a holder of shares of Common Stock (or, if applicable, BHP Units) until the issuance or transfer thereof to the Participant. For the avoidance of doubt, Deferral Shares represent an unfunded and unsecured right to receive shares of Common Stock (or, if applicable, BHP Units, cash or other securities) on an applicable Delivery Date and, until such Delivery Date, the Participant shall have no ownership rights with respect to the shares of Common Stock, BHP Units, cash or other securities underlying such Deferral Shares.

(b) Participants shall be entitled to receive dividend equivalent payments paid on a current basis with respect to their outstanding Deferral Shares (whether vested or unvested) in form and amounts corresponding to the payments that such Participants would have received as dividend payments if they directly held the shares of Common Stock (or, if applicable, BHP Units) underlying such outstanding Deferral Shares on the relevant dividend payment date. A Participant’s right to receive such dividend equivalent payments with respect to Deferral Shares shall cease upon the forfeiture or settlement of such Deferral Shares.

9.04. Right to Offset. The Firm shall have the right to deduct from amounts owed to a Participant under the Plan the amount of any deficit, debt or other liability or obligation of any kind which the Participant may at that time have with respect to the Firm; provided, however, that no such right to deduct or offset shall arise or otherwise be deemed to arise until the date upon which shares of Common Stock (or, if applicable, BHP Units, cash or other securities) are deliverable or payable hereunder and any such deduction or offset shall be implemented in a manner intended to avoid subjecting the Participant to additional taxation under Section 409A of the Code.



9.05. Successors. The obligations of the Firm under this Plan shall be binding upon the successors of the Firm.

9.06. Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York.

9.07. Arbitration; Venue. Any dispute, controversy or claim between any Participant and the Firm arising out of or concerning the provisions of this Plan shall be finally resolved in accordance with the arbitration provisions (and the jurisdiction, venue and similar provisions related thereto) of the Employment Agreement to which such Participant is a party.

9.08. Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.



# AIRCRAFT DRY LEASE AGREEMENT

THIS AIRCRAFT DRY LEASE AGREEMENT (this “Agreement”) is made and entered on between GH4 Partners LLC, a Delaware limited liability company (“Lessor”) and Blackstone Administrative Services Partnership L.P., a Delaware limited partnership (“Lessee”) (collectively the “Parties”).

## WITNESSETH:

WHEREAS, Lessor owns a 2012 Bombardier Inc. model BD-700-1A10 (Global 6000) aircraft, manufacturer's serial number 9519 aircraft, with FAA Registration number N898MJ, as described more fully in Section 1.1 below; and

WHEREAS, Lessor desires to dry lease the Aircraft to Lessee from time to time on a non-exclusive periodic basis; and Lessee desires to dry lease the Aircraft from Lessor from time to time.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings herein contained, the Parties hereto do hereby agree as follows:

## ARTICLE 1: LEASE AND TERM

1.1. Lease. Lessor hereby agrees to dry lease to Lessee, from time to time, and Lessee hereby agrees to dry lease from Lessor, from time to time, one (1) 2012 Bombardier Inc. model BD-700-1A10 (Global 6000) aircraft, manufacturer's serial number 9519 aircraft, with FAA Registration number N898MJ (the "Airframe"), equipped with two (2) Rolls-Royce Deutschland Ltd & Co KG model BR710A2-20 engines bearing manufacturer's serial numbers 22167 and 22166 (the "Engines"), together with all components, accessories, systems, appliances, parts, instruments, accessories, furnishings, and any manufacturer's or third-party warranties, any manufacturer service programs in connection with the Aircraft and other equipment installed thereon or attached thereto on the date hereof, all specified avionics, equipment, spare parts and loose equipment and all logs, weight and balance documents, wiring diagrams, manuals and other records and documentation pertaining to the operation and maintenance of such aircraft in Lessor's possession or under its control ("Aircraft Documentation") (the foregoing, together with the Airframe and Engines, collectively, the "Aircraft") to Lessee hereunder. Changes to the U.S. registration mark of the Aircraft shall have no effect on this Agreement.

1.2. Term and Rental Periods. The Term of this Agreement (“Term”) shall commence on (the “Effective Date”) and shall be effective until . Lessee may dry lease the Aircraft pursuant to this Agreement for specific periods of time during the Term (“Rental Periods”). No Rental Period shall be for more than thirty (30) days.



## ARTICLE 2: RENTAL AND EXPENSES

2.1. Rental Payment. Lessee agrees to pay to Lessor an hourly rental fee for occupied business flight hours at a rental rate of ___ ($) per flight hour (prorated for fractions) of operation during each Rental Period (the “Rental Payment”). The hourly rental fee may be adjusted by mutual agreement during the Term based on fair market pricing. Such rental fees include delays, detours, cancellations caused by weather, routing, maintenance or other similar occurrences during each Rental Period, except that Lessor, at its sole discretion, may reduce the rental fees in the event of such occurrences. In addition, Lessee shall pay a two-hour minimum rental fee per flying day during a Rental Period, except for (i) short positioning flights the night before or (ii) when flying time exceeds two hours, in which case only the actual flying time will be charged. There shall be no minimum daily charge for nonflying days during a Rental Period.

2.2. Positioning, Repositioning. Lessee shall be responsible for accepting the Aircraft from Lessor, and returning the Aircraft to Lessor at Teterboro Airport (“Home Base”), or other airport agreed between the Parties. Lessee may commence or return the Aircraft at locations other than Home Base. However, in such circumstances, the Rental Period shall include positioning flights from Home Base or repositioning flights back from Home Base and positioning/repositioning flights that are of equal or lesser distance than flights to/from Home Base. If position/repositioning would exceed the distance to from/to Home Base, the Rental Payment shall be reduced pro-rata for that excess distance. Two hour minimums shall not apply to positioning flights.

2.3. Lessee Reimbursement for Fuel and Incidental Charges. Lessee shall be responsible for fuel and incidental charges for any flight hours during the Rental Period (“Incidental Charges”). Such Incidental Charges include but are not limited to hanging and tie down charges away from the Home Base, landing fees, federal excise taxes, airport taxes or similar charges, customs, immigration and similar charges related to international flights; and any additional insurance premiums required for specific flights during the Rental Period. In the event any such charges are inadvertently made to Lessor by service providers, Lessee shall promptly reimburse Lessor for such costs. Lessor shall instruct service providers to invoice Lessee in the future.

2.4. Lessor Reimbursement for Certain Charges. Lessor has incorporated the cost for maintenance and repairs into the Rental Payment. In the event any charges for maintenance are paid directly by Lessee, Lessor shall promptly reimburse Lessee for such cost, or deduct as an offset against Rental Payments such costs.

2.5. Invoicing and Payment. Lessor will send Lessee invoices for such payments as are due under this Article for each Rental Period, using the form attached as Appendix A or other form at Lessor’s discretion. Lessee shall make payment by check or money order payable to “GH4 Partners LLC” payable upon receipt, or shall wire transfer funds to the address specified on the invoice.

2.6. Calculation of Hours of Operation. For purposes of Rental Payments, hours of operation for each Rental Period shall be calculated from the time the Aircraft takes off to the time it lands.

BLACKSTONE DRY LEASE - PAGE 2 OF 9



2.7. Taxes. All payments, including specifically Rental Payments made by Lessee hereunder, shall be made free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions now or hereafter imposed by any governmental or taxing authority. Taxes which the Lessee may incur while operating the Aircraft include, but are not limited to: fuel excise taxes, airport taxes, sales and use taxes, over flight fees or taxes, and customs duties, or other foreign taxes relating to international travel, which may be included on Lessor's invoices to Lessee. Notwithstanding the foregoing, Lessee shall only be liable for taxes on lease payments actually made and not on the value of the Aircraft.

2.8. Procedure to Request Rental of Aircraft. Lessee shall make requests for rental of the Aircraft to Lessor either orally or in writing. Requests should be made as far in advance as possible before the intended commencement of the Rental Period.

2.9. Availability. Lessor is making the Aircraft available to Lessee for dry lease on an “as available” basis only, and makes no guarantee or warranty with regard to Aircraft availability. Lessor will, in good faith, attempt to make the Aircraft available when it is not otherwise being used by Lessor, another lessee, or is unavailable for maintenance or other reasons.

2.10. Non-availability or Delay Due to Unanticipated Causes. Lessor shall promptly notify Lessee in writing if the Aircraft cannot be delivered for a Rental Period due to an unanticipated delay, such as weather or mechanical related delays. Lessor shall not be responsible for any loss, injury, damage, delay, or cancellation, or any consequential or incidental damages or costs incurred by Lessee caused by such delay or cancellation.

## ARTICLE 3: OPERATION OF AIRCRAFT BY LESSEE

3.1. Operational Control. During each Rental Period, Lessee is and shall be the sole operator of the Aircraft and has sole operational control of the Aircraft and Lessee has possession, command and control of the Aircraft. During each Rental Period, Lessee is responsible for operating the Aircraft in accordance and compliance with all laws, ordinances and regulations relating to the possession, use, operation, or maintenance of the Aircraft, including, but not limited to, Part 91 of the Federal Aviation Regulations (“FAR”).

3.2. Selection of Flight Crew. Lessee shall select and hire its own flight crew provided that the pilots shall be professionally trained and qualified, shall be familiar with and licensed to operate the Aircraft, and shall have current medical certificates, and recurrent training.

3.3. Care and Use. Lessee shall use and operate the Aircraft in a careful and proper manner. Lessee shall operate the Aircraft in accordance with the flight manual and all manufacturer's suggested operating procedures. Lessee shall not operate, use, or maintain the Aircraft in violation of any airworthiness certificate, license, or registration relating to the Aircraft, or contrary to any law or regulation.

3.4. Limits of Operations. Lessee expressly warrants and agrees that it shall not operate the Aircraft outside the geographic limits set forth in the Insurance Policies (defined below), or otherwise operate the Aircraft in a way that would violate or compromise the Insurance Policies. Lessee shall use the Aircraft only for and on account of its business, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire (except in accordance with the provisions of FAR 91.501), or for any illegal purpose.



3.5. Documentation. Lessee shall complete required flight logs, maintenance logs, or other recording entries required by the FAR during any Rental Period.

3.6. Maintenance and Repair. Lessor, at its own cost and expense, will promptly repair or replace all parts, appliances, components, instruments, accessories, and furnishings that are installed in or attached to the Aircraft (herein called “Parts”) that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use for any reason whatsoever during a Rental Period. Further, Lessor shall reimburse Lessee for any mechanics liens or other costs incurred by Lessee associated with non-routine repairs or maintenance made during a Rental Period, provided that: (1) such repairs shall be made by an FAA approved repair facility; and (2) Lessor shall approve in advance such repairs or maintenance. Lessee covenants to repair any damage beyond ordinary wear and tear caused by Lessee’s use of the Aircraft.

3.7. Right to Inspect. Lessor and its authorized representatives shall, at all reasonable times, have the right to enter the premises where the Aircraft may be located for the purpose of inspecting and examining the Aircraft, its condition, use and operation, and the books and records of Lessee relating thereto to ensure Lessee’s compliance with its obligations under this Agreement. Notwithstanding the foregoing rights, Lessor has no duty to inspect and shall not incur any liability or obligation by reason of not making any such inspection.

## ARTICLE 4: INSURANCE AND LIABILITY

4.1. Primary Liability and Property Damage Insurance. Lessor shall maintain in effect, at its own expense, third party Aircraft liability insurance, passenger legal liability insurance, and property damage liability insurance during the Term in such amounts as are customary for similarly situated aircraft. Each liability policy shall be primary without right of contribution from any other insurance that is carried by Lessee, and expressly shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured.

4.2. Insurance Against Physical Damage. Lessor shall maintain in effect, at its own expense, all-risk ground and flight Aircraft hull insurance covering the Aircraft. Any such insurance shall be during the Term for an amount customary for a similar aircraft.

4.3. Lessee As Named Insured. All insurance policies carried by Lessor in accordance with this Article (the “Insurance Policies”) shall name Lessee as a named insured, excepting that with respect to hull insurance, Lessee shall not be a loss payee.

4.4. Deductible. Any Insurance Policy carried by Lessor in accordance with this Article may be subject to a deductible amount which is customary under policies insuring similar aircraft similarly situated. Lessor warrants and agrees that in the event of an insurable claim, Lessor will bear the costs up the deductible amount.



4.5. Additional Insurance for Lessee. Lessee may, at its discretion, obtain additional insurance covering its operation of the Aircraft.

4.6. Certificate of Insurance. Upon request, Lessor shall deliver to Lessee a certificate of insurance evidencing the insurance required to be maintained by Lessor under this Article.

4.7. Mutual Waiver of Liability Claims. Except as specifically set forth in this Agreement, Lessor and Lessee each hereby agree that each shall hold harmless the other Party, and the other Party's respective officers, directors, agents, employees, servants, attorneys, insurers, coinursers, reinsurers, indemnitors, parents, subsidiaries, affiliates, predecessors, successors, and assigns from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable legal fees and expenses, of whatsoever kind and nature including, without limitation, personal injury or death ("Liabilities"), that could be asserted by that Party against the other Party directly or indirectly (including but not limited to claims raised against that Party by any third-party, employee, agent, or other person or entity not a party to the Agreement) arising out of the lease, sublease, possession, rental, use, condition, operation, transportation, return, storage or disposition of the Aircraft or any part thereof (including, without limitation, Liabilities in any way relating to or arising out of latent or other defects, whether or not discoverable by a Party or any other person, injury to persons or property, or strict liability in tort), provided, however, that neither Party shall be required to hold harmless the other Party for Liabilities resulting from the gross negligence or willful misconduct of the other Party.

## ARTICLE 5: WARRANTIES AND DISCLAIMERS

5.1. Lessor’s Warranty. Lessor warrants that (1) the Aircraft shall be delivered to Lessee in airworthy condition; (2) the Aircraft is properly registered in accordance with U.S. law; and (3) Lessor is a citizen of the United States of America as set forth in 49 U.S.C. Section 40102(15) and the regulations thereunder.

5.2. Lessor’s Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS, AND LESSEE EXPRESSLY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, WORKMANSHIP, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.

5.3. Lessee’s Representation Regarding Selection. Lessee represents and warrants that: (1) it has selected the Aircraft based on its own judgment and disclaims any reliance upon statements or representations not part of this Agreement; and (2) that the Aircraft is of a size, design and capacity selected by Lessee and is suitable for Lessee’s intended use.

BLACKSTONE DRY LEASE - PAGE 5 OF 9



5.4. Lessee Warranty Regarding Operation. Lessee represents and warrants that it shall only operate the Aircraft under the terms, conditions, and restrictions, as set forth in this Agreement.

## ARTICLE 6: MISCELLANEOUS

6.1. Title. Title to the Aircraft shall remain vested in Lessor during the Agreement Term and the Aircraft shall be registered at the FAA in the name of Lessor. Lessee shall have no right, title or interest in or to the Aircraft except as expressly provided herein and shall take no action that would impair the continued registration of the Aircraft at the FAA in the name of Lessor. Lessee shall not file or record this Agreement with the FAA. Lessee shall do or cause to be done any and all acts and things which may be required to perfect and preserve the interest and title of Lessor to the Aircraft within any jurisdiction in which Lessee may operate the Aircraft, and Lessee shall also do or cause to be done any and all acts and things which may be required under the terms of any other agreement, treaty, convention, pact or by any practice, customs or understanding involving any country or state in which Lessee may operate, as may be necessary or helpful, or as Lessor may reasonably request, to perfect and preserve the rights of Lessor within the jurisdiction of any such country or state.

6.2. Liens. Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor's title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be necessary to discharge any such lien. Lessee may incur the following liens: (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens created by Lessor; (iii) liens for taxes either not yet due or being contested by Lessee in good faith; and (iv) inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other like liens arising in the ordinary course of business of Lessee, or Parties acting on behalf of Lessee insofar as such actions relate to the Aircraft and are not inconsistent with this Agreement, not delinquent, and for the payment of which adequate reserves have been provided.

## 6.3. Defaults.

(a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft



when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.

(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor's entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.

(c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor's remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

6.4 Successors and Assigns. This Agreement shall be binding upon Lessor, Lessee, and their respective successors and assigns, except that Lessee may not assign or transfer any of its rights hereunder except with the prior written consent of Lessor. Subject to the foregoing, this Agreement shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.



6.5. Notices. All notices and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by facsimile (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or electronic mail, or by a reputable overnight courier service, addressed as follows:

If to Lessor: GH4 Partners LLC

c/o Ayco

321 Broadway

Saratoga Springs, NY 12866

Attn:

Telephone:

Facsimile:

Email:

If to Lessee:

Blackstone Administrative Services Partnership, LP

345 Park Avenue, 44th Floor

New York, NY 10154

Attn:

Telephone:

Facsimile:

Email:

or at such other address as either Party may designate in writing. Any notice hereunder shall be effective upon delivery.

6.6. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, including any prior written agreements of the Parties pertaining to the matters hereof.

6.7. Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

6.8. Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing, executed by both Parties.

6.9. Choice of Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York (disregarding any Conflict of Laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity, and performance.



6.10. Force Majeure. No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a Party’s financial condition or negligence).

6.11. Execution. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile, .pdf, or any other electronic means shall constitute original signatures.

## ARTICLE 7: TRUTH IN LEASING

7.1. Representation Regarding Maintenance. DURING THE LAST TWELVE MONTHS THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF FEDERAL AVIATION REGULATION PART 91.409. LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT COMPLIES WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS CONTAINED IN THE ABOVE LISTED FEDERAL AVIATION REGULATION FOR LESSEE'S USE OF THE AIRCRAFT UNDER THIS LEASE.

7.2. Representation Regarding Operational Control. DURING THE DURATION OF ANY RENTAL PERIOD UNDER THIS LEASE THE LESSEE, 345 PARK AVENUE, 44TH FLOOR, NEW YORK, NY 10154, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THE LEASE. LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT.

7.3. Information from FAA. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE RESPONSIBLE FLIGHT STANDARDS OFFICE.

7.4. FAA Notification: in accordance with FAR 91.23. The Parties certify and shall take the following actions upon execution of this Agreement: (1) a true copy of this Agreement shall be placed aboard the Aircraft and carried thereon at all times and made available for inspection upon request by an appropriately constituted identified representative of the Administrator of the FAA; (2) a copy of this Agreement will be mailed to the FAA Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125, within 24 hours of execution; and (3) the responsible Flight Standards Office will be notified at least 48 hours prior to the first flight of any Aircraft under this Agreement of the registration number of the Aircraft, the location of the airport of departure, and the departure time.

(Signature page follows)

BLACKSTONE DRY LEASE - PAGE 9 OF 9



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their names and on their behalf by their duly authorized representatives, effective as of the Effective Date.

GH4 Partners LLC

As Lessor

By: ___

Name: ___

Title: ___

Blackstone Administrative Services Partnership, L.P.

As Lessee

By: ___

Name: ___

Title:

Signature Page

Aircraft Dry Lease Agreement



<table><tr><td>APPENDIX A</td></tr><tr><td>GH4 Partners LLC</td></tr></table>

INVOICE

To ___

___

___

Date:___

<table><tr><td colspan="2">Payable: Payable upon receipt</td></tr><tr><td colspan="2">Ref Contract: Aircraft Dry Lease Agreement between GH4 Partners LLC and Blackstone Administrative Services Partnership, L.P. (“Lease”) dated.</td></tr><tr><td colspan="2">Rental Period: to</td></tr><tr><td>Description</td><td>Amount</td></tr><tr><td>1. Rental Payment rental fee (\( [ per flight hour of operation)</td><td>$</td></tr><tr><td>2. Other Costs: (see paragraph 2.3 of Lease)</td><td>$</td></tr><tr><td>Description</td><td>Cost</td></tr><tr><td></td><td></td></tr><tr><td></td><td></td></tr><tr><td></td><td></td></tr><tr><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

TOTAL THIS INVOICE $___

TOTAL THIS INVOICE $___

Appendix A
Aircraft Dry Lease Agreement



# AIRCRAFT DRY LEASE AGREEMENT

THIS AIRCRAFT DRY LEASE AGREEMENT (this “Agreement”) is made and entered into effective as of (the “Effective Date”) between Hilltop Asset Holdings LLC, a Delaware limited liability company (“Lessor”) and Blackstone Administrative Services Partnership L.P., a Delaware limited partnership (“Lessee”) (collectively the “Parties”).

## WITNESSETH:

WHEREAS, Lessor owns a 2005 Bombardier model CL-600-2B16 (Challenger 604) aircraft, manufacturer's serial number 5631 aircraft, with FAA Registration number N345XB, as described more fully in Section 1.1 below; and

WHEREAS, Lessor desires to dry lease the Aircraft to Lessee from time to time on a non-exclusive periodic basis; and Lessee desires to dry lease the Aircraft from Lessor from time to time.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings herein contained, the Parties hereto do hereby agree as follows:

## ARTICLE 1: LEASE AND TERM

1.1. Lease. Lessor hereby agrees to dry lease to Lessee, from time to time, and Lessee hereby agrees to dry lease from Lessor, from time to time, one (1) 2005 Bombardier model CL-600-2B16 (Challenger 604) aircraft, manufacturer's serial number 5631 aircraft, with FAA Registration number N345XB (the "Airframe"), equipped with two (2) GE model CF34-3B engines bearing manufacturer's serial numbers SNE950434 and SNE950433 (the "Engines"), together with all components, accessories, systems, appliances, parts, instruments, accessories, furnishings, and any manufacturer's or third-party warranties, any manufacturer service programs in connection with the Aircraft and other equipment installed thereon or attached thereto on the date hereof, all specified avionics, equipment, spare parts and loose equipment and all logs, weight and balance documents, wiring diagrams, manuals and other records and documentation pertaining to the operation and maintenance of such aircraft in Lessor's possession or under its control (the foregoing, together with the Airframe and Engines, collectively, the "Aircraft") to Lessee hereunder. Changes to the U.S. registration mark of the Aircraft shall have no effect on this Agreement.

1.2. Term and Rental Periods. The Term of this Agreement (“Term”) shall commence on the Effective Date and continue in effect for a period of one (1) year, unless terminated sooner pursuant to the express provisions herein contained. At the end of the first one (1) year period or any subsequent one (1) year period, this Agreement shall automatically be renewed for an additional one (1) year period. Each party shall have the right to terminate this Agreement without cause on thirty (30) days written notice to the other party. Lessee may dry lease the Aircraft pursuant to this Agreement for specific periods of time during the Term (“Rental Periods”). No Rental Period shall be for more than thirty (30) days.



## ARTICLE 2: RENTAL AND EXPENSES

2.1. Rental Payment. Lessee agrees to pay to Lessor an hourly rental fee for occupied business flight hours at a rental rate of ___ ($) per flight hour (prorated for fractions) of operation during each Rental Period (the “Rental Payment”). The hourly rental fee may be adjusted by mutual agreement during the Term based on fair market pricing. Such rental fees include delays, detours, cancellations caused by weather, routing, maintenance or other similar occurrences during each Rental Period, except that Lessor, at its sole discretion, may reduce the rental fees in the event of such occurrences. Lessee shall not be subject to any daily minimum Rental Payment on any day during the Rental Period.

2.2. Positioning, Repositioning. Lessor has incorporated the estimated cost of positioning/repositioning flights into the Rental Payment, and any positioning/repositioning flights will not be part of the Rental Period and will be invoiced to Lessor’s account, even if Lessee commences or ends its Rental Period at a point other than at Teterboro Airport (“Home Base”).

2.3. Lessee Reimbursement for Fuel and Incidental Charges. Lessee shall be responsible for fuel and incidental charges on occupied business flight hours during the Rental Period. Such Incidental Charges include but are not limited to hanging and tie down charges away from the Home Base, landing fees, federal excise taxes, airport taxes or similar charges, customs, immigration and similar charges related to international flights; and any additional insurance premiums required for specific flights during the Rental Period. In the event any such charges are inadvertently made to Lessor by service providers, Lessee shall promptly reimburse Lessor for such costs. Lessor shall instruct service providers to invoice Lessee in the future.

2.4. Lessor Reimbursement for Certain Charges. Lessor has incorporated the cost for maintenance and repairs into the Rental Payment. In the event any charges for maintenance are paid directly by Lessee, Lessor shall promptly reimburse Lessee for such cost, or deduct as an offset against Rental Payments such costs.

2.5. Invoicing and Payment. Lessor will send Lessee invoices for such payments as are due under this Article for each Rental Period, using the form attached as Appendix A or other form at Lessor’s discretion. Lessee shall make payment by check or money order payable to “Hilltop Asset Holdings LLC” payable upon receipt, or shall wire transfer funds to the address specified on the invoice.

2.6. Calculation of Hours of Operation. For purposes of Rental Payments, hours of operation for each Rental Period shall be calculated (1) from the time the Aircraft takes off to the time it lands.

2.7. Taxes. All payments, including specifically Rental Payments made by Lessee hereunder, shall be made free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions now or hereafter imposed by any governmental or taxing authority. Taxes which the Lessee may incur while operating the Aircraft include, but are not limited to: fuel excise taxes, airport taxes, sales and use taxes, over flight fees or taxes, and customs duties, or other foreign taxes relating to



international travel. Notwithstanding the foregoing, Lessee shall only be liable for taxes on lease payments actually made and Lessor shall indemnify, defend, and hold harmless, Lessee from any taxes assessed on the value of the Aircraft or any acceleration of Rental Payments subject to Lessee’s obligation to pay such taxes to the extent of actual Rental Payments as and when such Rental Payments become due.

2.8. Procedure to Request Rental of Aircraft. Lessee shall make requests for rental of the Aircraft to Lessor either orally or in writing. Requests should be made as far in advance as possible before the intended commencement of the Rental Period.

2.9. Availability. Lessor is making the Aircraft available to Lessee for dry lease on an “as available” basis only, and makes no guarantee or warranty with regard to Aircraft availability. Lessor will, in good faith, attempt to make the Aircraft available when it is not otherwise being used by Lessor, another lessee, or is unavailable for maintenance or other reasons.

2.10. Non-availability or Delay Due to Unanticipated Causes. Lessor shall promptly notify Lessee in writing if the Aircraft cannot be delivered for a Rental Period due to an unanticipated delay, such as weather or mechanical related delays. Lessor shall not be responsible for any loss, injury, damage, delay, or cancellation, or any consequential or incidental damages or costs incurred by Lessee caused by such delay or cancellation.

## ARTICLE 3: OPERATION OF AIRCRAFT BY LESSEE

3.1. Operational Control. During each Rental Period, Lessee is and shall be the sole operator of the Aircraft and has sole operational control of the Aircraft. During each Rental Period, Lessee is responsible for operating the Aircraft in accordance and compliance with all laws, ordinances and regulations relating to the possession, use, operation, or maintenance of the Aircraft, including, but not limited to, Part 91 of the Federal Aviation Regulations (“FAR”).

3.2. Selection of Flight Crew. Lessee shall select and hire its own flight crew provided that the pilots shall be professionally trained and qualified, shall be familiar with and licensed to operate the Aircraft, and shall have current medical certificates, and recurrent training.

3.3. Care and Use. Lessee shall use and operate the Aircraft in a careful and proper manner. Lessee shall operate the Aircraft in accordance with the flight manual and all manufacturer’s suggested operating procedures. Lessee shall not operate, use, or maintain the Aircraft in violation of any airworthiness certificate, license, or registration relating to the Aircraft, or contrary to any law or regulation.

3.4. Limits of Operations. Lessee expressly warrants and agrees that it shall not operate the Aircraft outside the geographic limits set forth in the Insurance Policies (defined below), or otherwise operate the Aircraft in a way that would violate or compromise the Insurance Policies. Lessee shall use the Aircraft only for and on account of its business, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire (except in accordance with the provisions of FAR 91.501), or for any illegal purpose.

## BLACKSTONE DRY LEASE - PAGE 3 OF 9



3.5. Documentation. Lessee shall complete required flight logs, maintenance logs, or other recording entries required by the FAR during any Rental Period.

3.6. Maintenance and Repair. Lessor, at its own cost and expense, will promptly repair or replace all parts, appliances, components, instruments, accessories, and furnishings that are installed in or attached to the Aircraft (herein called “Parts”) that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use for any reason whatsoever during a Rental Period. Further, Lessor shall reimburse Lessee for any mechanics liens or other costs incurred by Lessee associated with non-routine repairs or maintenance made during a Rental Period, provided that: (1) such repairs shall be made by an FAA approved repair facility; and (2) Lessor shall approve in advance such repairs or maintenance. Lessee covenants to repair any damage beyond ordinary wear and tear caused by Lessee’s use of the Aircraft.

3.7. Right to Inspect. Lessor and its authorized representatives shall, at all reasonable times, have the right to enter the premises where the Aircraft may be located for the purpose of inspecting and examining the Aircraft, its condition, use and operation, and the books and records of Lessee relating thereto to ensure Lessee’s compliance with its obligations under this Lease. Notwithstanding the foregoing rights, Lessor has no duty to inspect and shall not incur any liability or obligation by reason of not making any such inspection.

## ARTICLE 4: INSURANCE AND LIABILITY

4.1. Primary Liability and Property Damage Insurance. Lessor shall maintain in effect, at its own expense, third party Aircraft liability insurance, passenger legal liability insurance, and property damage liability insurance during the Term in such amounts as are customary for similarly situated aircraft. Each liability policy shall be primary without right of contribution from any other insurance that is carried by Lessee, and expressly shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured.

4.2. Insurance Against Physical Damage. Lessor shall maintain in effect, at its own expense, all-risk ground and flight Aircraft hull insurance covering the Aircraft. Any such insurance shall be during the Term for an amount customary for a similar aircraft.

4.3. Lessee As Named Insured. All insurance policies carried by Lessor in accordance with this Article (the “Insurance Policies”) shall name Lessee as a named insured.

4.4. Deductible. Any Insurance Policy carried by Lessor in accordance with this Article may be subject to a deductible amount which is customary under policies insuring similar aircraft similarly situated. Lessor warrants and agrees that in the event of an insurable claim, Lessor will bear the costs up to the deductible amount.

4.5. Additional Insurance for Lessee. Lessee may, at its discretion, obtain additional insurance covering its operation of the Aircraft.

4.6. Certificate of Insurance. Upon request, Lessor shall deliver to Lessee a certificate of insurance evidencing the insurance required to be maintained by Lessor under this Article.



4.7. Mutual Waiver of Liability Claims. Except as specifically set forth in this Agreement, Lessor and Lessee each hereby agree that each shall hold harmless the other Party, and the other Party's respective officers, directors, agents, employees, servants, attorneys, insurers, counters, reinsurers, indemnitors, parents, subsidiaries, affiliates, predecessors, successors, and assigns from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable legal fees and expenses, of whatsoever kind and nature including, without limitation, personal injury or death ("Liabilities"), that could be asserted by that Party against the other Party directly or indirectly (including but not limited to claims raised against that Party by any third-party, employee, agent, or other person or entity not a party to the Agreement) arising out of the lease, sublease, possession, rental, use, condition, operation, transportation, return, storage or disposition of the Aircraft or any part thereof (including, without limitation, Liabilities in any way relating to or arising out of latent or other defects, whether or not discoverable by a Party or any other person, injury to persons or property, or strict liability in tort), provided, however, that neither Party shall be required to hold harmless the other Party for Liabilities resulting from the gross negligence or willful misconduct of the other Party.

## ARTICLE 5: WARRANTIES AND DISCLAIMERS

5.1. Lessor’s Warranty. Lessor warrants that (1) the Aircraft shall be delivered to Lessee in airworthy condition; (2) the Aircraft is properly registered in accordance with U.S. law; and (3) Lessor is a citizen of the United States of America as set forth in 49 U.S.C. Section 40102(15) and the regulations thereunder.

5.2. Lessor’s Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS, AND LESSEE EXPRESSLY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, WORKMANSHIP, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.

5.3. Lessee’s Representation Regarding Selection. Lessee represents and warrants that: (1) it has selected the Aircraft based on its own judgment and disclaims any reliance upon statements or representations not part of this Agreement; and (2) that the Aircraft is of a size, design and capacity selected by Lessee and is suitable for Lessee’s intended use.

5.4. Lessee Warranty Regarding Operation. Lessee represents and warrants that it shall only operate the Aircraft under the terms, conditions, and restrictions, as set forth in this Agreement.



## ARTICLE 6: MISCELLANEOUS

6.1. Title. Title to the Aircraft shall remain vested in Lessor during the Lease Term and the Aircraft shall be registered at the FAA in the name of Lessor. Lessee shall have no right, title or interest in or to the Aircraft except as expressly provided herein and shall take no action that would impair the continued registration of the Aircraft at the FAA in the name of Lessor. Lessee shall not file or record this Agreement with the FAA. Lessee shall do or cause to be done any and all acts and things which may be required to perfect and preserve the interest and title of Lessor to the Aircraft within any jurisdiction in which Lessee may operate the Aircraft, and Lessee shall also do or cause to be done any and all acts and things which may be required under the terms of any other agreement, treaty, convention, pact or by any practice, customs or understanding involving any country or state in which Lessee may operate, as may be necessary or helpful, or as Lessor may reasonably request, to perfect and preserve the rights of Lessor within the jurisdiction of any such country or state.

6.2. Liens. Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor's title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be necessary to discharge any such lien. Lessee may incur the following liens: (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens created by Lessor; (iii) liens for taxes either not yet due or being contested by Lessee in good faith; and (iv) inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other like liens arising in the ordinary course of business of Lessee, or Parties acting on behalf of Lessee insofar as such actions relate to the Aircraft and are not inconsistent with this Agreement, not delinquent, and for the payment of which adequate reserves have been provided.

## 6.3. Defaults.

(a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.



(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor's entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.

(c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor's remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

6.4 Successors and Assigns. This Agreement shall be binding upon Lessor, Lessee, and their respective successors and assigns, except that Lessee may not assign or transfer any of its rights hereunder except with the prior written consent of Lessor. Subject to the foregoing, this Lease shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.

6.5. Notices. All notices and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by facsimile (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or electronic mail, or by a reputable overnight courier service, addressed as follows:

If to Lessor: Hilltop Asset Holdings LLC
345 Park Ave, 44th Floor
New York, NY 10154

BLACKSTONE DRY LEASE - PAGE 7 OF 9



With a copy to: GKG Law, P.C.
1055 Thomas Jefferson Street, NW
Suite 500
Washington, DC 20007
Attn:

If to Lessee: Blackstone Administrative Services Partnership, L.P.
345 Park Avenue, 44th Floor
New York, NY 10154
Attn:

or at such other address as either Party may designate in writing. Any notice hereunder shall be effective upon delivery.

6.6. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, including any prior written agreements of the Parties pertaining to the matters hereof.

6.7. Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

6.8. Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing, executed by both Parties.

6.9. Choice of Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York (disregarding any Conflict of Laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity, and performance.

6.10. Force Majeure. No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a Party’s financial condition or negligence).

6.11. Execution. This Lease may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile, .pdf, or any other electronic means shall constitute original signatures.



## ARTICLE 7: TRUTH IN LEASING

7.1. Representation Regarding Maintenance. DURING THE LAST TWELVE MONTHS THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FEDERAL AVIATION REGULATION PART 91 AND UNDER PART 135. LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT COMPLIES WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS CONTAINED IN THE ABOVE LISTED FEDERAL AVIATION REGULATION FOR LESSEE'S USE OF THE AIRCRAFT UNDER THIS LEASE.

7.2. Representation Regarding Operational Control. DURING THE DURATION OF ANY RENTAL PERIOD UNDER THIS LEASE THE LESSEE, 345 PARK AVENUE, 44TH FLOOR, NEW YORK, NY 10154, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THE LEASE. LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT.

7.3. Information from FAA. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE RESPONSIBLE FLIGHT STANDARDS OFFICE.

7.4. FAA Notification: in accordance with FAR 91.23. The Parties shall take the following actions upon execution of this Agreement: (1) a copy of this Agreement shall be placed aboard the Aircraft; (2) a copy of this agreement will be mailed to the FAA Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125, within 24 hours of execution; and (3) the responsible Flight Standards Office will be notified at least 48 hours prior to the first flight of any Aircraft under this Agreement of the registration number of the Aircraft, the location of the airport of departure, and the departure time.

(Signature page follows)

BLACKSTONE DRY LEASE - PAGE 9 OF 9



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their names and on their behalf by their duly authorized officers, effective as of the Effective Date.

Hilltop Asset Holdings LLC

As Lessor

By: ___

Name: ___

Title:

Blackstone Administrative Services Partnership, L.P.

As Lessee

By: ___

Name:

Title:

Signature Page

Aircraft Dry Lease Agreement

Blackstone – Hilltop Asset Holdings LLC



<table><tr><td>APPENDIX A</td></tr><tr><td>Hilltop Asset Holdings LLC</td></tr></table>

INVOICE

To ___
___
___

Date:___

<table><tr><td colspan="2">Payable: Payable upon receipt</td></tr><tr><td colspan="2">Ref Contract: Aircraft Dry Lease Agreement between Hilltop Asset Holdings LLC and Blackstone Administrative Services Partnership, L.P. (“Lease”) dated.</td></tr><tr><td colspan="2">Rental Period: _____ to _____</td></tr><tr><td>Description</td><td>Amount</td></tr><tr><td>1. Rental Payment rental fee ($ [ ] per flight hour of operation)</td><td>$</td></tr><tr><td>2. Other Costs: (see paragraph 2.3 of Lease)</td><td>$</td></tr><tr><td>Description</td><td>Cost</td></tr><tr><td></td><td></td></tr><tr><td></td><td></td></tr><tr><td></td><td></td></tr><tr><td></td><td></td><td></td></tr><tr><td>3. Total Rent Due:</td><td>$</td></tr><tr><td>4. Sales Tax Due:</td><td>$</td></tr><tr><td>TOTAL THIS INVOICE</td><td>$</td></tr></table>



# AIRCRAFT DRY LEASE AGREEMENT

THIS AIRCRAFT DRY LEASE AGREEMENT (this “Agreement”) is made and entered into effective as of (the “Effective Date”) between Hilltop Asset Holdings LLC, a Delaware limited liability company (“Lessor”) and Blackstone Administrative Services Partnership L.P., a Delaware limited partnership (“Lessee”) (collectively the “Parties”).

## WITNESSETH:

WHEREAS, Lessor owns a 2009 Gulfstream Aerospace GIV-X (G450) aircraft, manufacturer's serial number 4170, with FAA Registration number N776BT, as described more fully in Section 1.1 below; and

WHEREAS, Lessor desires to dry lease the Aircraft to Lessee from time to time on a non-exclusive periodic basis; and Lessee desires to dry lease the Aircraft from Lessor from time to time.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings herein contained, the Parties hereto do hereby agree as follows:

## ARTICLE 1: LEASE AND TERM

1.1. Lease. Lessor hereby agrees to dry lease to Lessee, from time to time, and Lessee hereby agrees to dry lease from Lessor, from time to time, one (1) 2009 Gulfstream Aerospace GIV-X (G450) aircraft, manufacturer's serial number 4170, with FAA Registration number N776BT (the "Airframe"), equipped with two (2) Rolls-Royce Deutschland Ltd & Co KG model TAY 611-8 engines bearing manufacturer's serial numbers 85344 and 85345 (the "Engines"), together with all components, accessories, systems, appliances, parts, instruments, accessories, furnishings, and any manufacturer's or third-party warranties, any manufacturer service programs in connection with the Aircraft and other equipment installed thereon or attached thereto on the date hereof, all specified avionics, equipment, spare parts and loose equipment and all logs, weight and balance documents, wiring diagrams, manuals and other records and documentation pertaining to the operation and maintenance of such aircraft in Lessor's possession or under its control (the foregoing, together with the Airframe and Engines, collectively, the "Aircraft") to Lessee hereunder. Changes to the U.S. registration mark of the Aircraft shall have no effect on this Agreement.

1.2. Term and Rental Periods. The Term of this Agreement (“Term”) shall commence on the Effective Date and continue in effect for a period of one (1) year, unless terminated sooner pursuant to the express provisions herein contained. At the end of the first one (1) year period or any subsequent one (1) year period, this Agreement shall automatically be renewed for an additional one (1) year period. Each party shall have the right to terminate this Agreement without cause on thirty (30) days written notice to the other party. Lessee may dry lease the Aircraft pursuant to this Agreement for specific periods of time during the Term (“Rental Periods”). No Rental Period shall be for more than thirty (30) days.



## ARTICLE 2: RENTAL AND EXPENSES

2.1. Rental Payment. Lessee agrees to pay to Lessor the hourly rental fee for occupied business flight hours at the rental rate set forth in Appendix A, per flight hour (prorated for fractions) of operation during each Rental Period (the “Rental Payment”). The hourly rental fee may be adjusted during the Term by mutual agreement of the Parties, based on fair market pricing, by updating and replacing Appendix A. Such rental fees include delays, detours, cancellations caused by weather, routing, maintenance or other similar occurrences during each Rental Period, except that Lessor, at its sole discretion, may reduce the rental fees in the event of such occurrences. Lessee shall not be subject to any daily minimum Rental Payment on any day during the Rental Period.

2.2. Positioning, Repositioning. Lessor has incorporated the estimated cost of positioning/repositioning flights into the Rental Payment, and any positioning/repositioning flights will not be part of the Rental Period and will be invoiced to Lessor’s account, even if Lessee commences or ends its Rental Period at a point other than at Teterboro Airport (“Home Base”).

2.3. Lessee Reimbursement for Fuel and Incidental Charges. Lessee shall reimburse Lessor for fuel at the flat hourly rate set forth in Appendix A. In addition, Lessee shall be responsible for Incidental Charges on occupied business flight hours during the Rental Period. Such Incidental Charges include but are not limited to hanging and tie down charges away from the Home Base, landing fees, federal excise taxes, airport taxes or similar charges, customs, immigration and similar charges related to international flights; and any additional insurance premiums required for specific flights during the Rental Period. In the event any such Incidental Charges are inadvertently made to Lessor by service providers, Lessee shall promptly reimburse Lessor for such costs. Lessor shall instruct service providers to invoice Lessee in the future.

2.4. Lessor Reimbursement for Certain Charges. Lessor has incorporated the cost for maintenance and repairs into the Rental Payment. In the event any charges for maintenance are paid directly by Lessee, Lessor shall promptly reimburse Lessee for such cost, or deduct as an offset against Rental Payments such costs.

2.5. Invoicing and Payment. Lessor will send Lessee invoices for such payments as are due under this Article for each Rental Period, using the form attached as Appendix B or other form at Lessor’s discretion. Lessee shall make payment by check or money order payable to “Hilltop Asset Holdings LLC” payable upon receipt, or shall wire transfer funds to the address specified on the invoice.

2.6. Calculation of Hours of Operation. For purposes of Rental Payments, hours of operation for each Rental Period shall be calculated (1) from the time the Aircraft takes off to the time it lands.

2.7. Taxes. All payments, including specifically Rental Payments made by Lessee hereunder, shall be made free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions now or hereafter imposed by any governmental or taxing authority. Taxes which the Lessee may incur while



operating the Aircraft include, but are not limited to: fuel excise taxes, airport taxes, sales and use taxes, over flight fees or taxes, and customs duties, or other foreign taxes relating to international travel. Notwithstanding the foregoing, Lessee shall only be liable for taxes on lease payments actually made and Lessor shall indemnify, defend, and hold harmless, Lessee from any taxes assessed on the value of the Aircraft or any acceleration of Rental Payments subject to Lessee's obligation to pay such taxes to the extent of actual Rental Payments as and when such Rental Payments become due.

2.8. Procedure to Request Rental of Aircraft. Lessee shall make requests for rental of the Aircraft to Lessor either orally or in writing. Requests should be made as far in advance as possible before the intended commencement of the Rental Period.

2.9. Availability. Lessor is making the Aircraft available to Lessee for dry lease on an “as available” basis only, and makes no guarantee or warranty with regard to Aircraft availability. Lessor will, in good faith, attempt to make the Aircraft available when it is not otherwise being used by Lessor, another lessee, or is unavailable for maintenance or other reasons.

2.10. Non-availability or Delay Due to Unanticipated Causes. Lessor shall promptly notify Lessee in writing if the Aircraft cannot be delivered for a Rental Period due to an unanticipated delay, such as weather or mechanical related delays. Lessor shall not be responsible for any loss, injury, damage, delay, or cancellation, or any consequential or incidental damages or costs incurred by Lessee caused by such delay or cancellation.

## ARTICLE 3: OPERATION OF AIRCRAFT BY LESSEE

3.1. Operational Control. During each Rental Period, Lessee is and shall be the sole operator of the Aircraft and has sole operational control of the Aircraft. During each Rental Period, Lessee is responsible for operating the Aircraft in accordance and compliance with all laws, ordinances and regulations relating to the possession, use, operation, or maintenance of the Aircraft, including, but not limited to, Part 91 of the Federal Aviation Regulations (“FAR”).

3.2. Selection of Flight Crew. Lessee shall select and hire its own flight crew provided that the pilots shall be professionally trained and qualified, shall be familiar with and licensed to operate the Aircraft, and shall have current medical certificates, and recurrent training.

3.3. Care and Use. Lessee shall use and operate the Aircraft in a careful and proper manner. Lessee shall operate the Aircraft in accordance with the flight manual and all manufacturer's suggested operating procedures. Lessee shall not operate, use, or maintain the Aircraft in violation of any airworthiness certificate, license, or registration relating to the Aircraft, or contrary to any law or regulation.

3.4. Limits of Operations. Lessee expressly warrants and agrees that it shall not operate the Aircraft outside the geographic limits set forth in the Insurance Policies (defined below), or otherwise operate the Aircraft in a way that would violate or compromise the Insurance Policies. Lessee shall use the Aircraft only for and on account of its business, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire (except in accordance with the provisions of FAR 91.501), or for any illegal purpose.



3.5. Documentation. Lessee shall complete required flight logs, maintenance logs, or other recording entries required by the FAR during any Rental Period.

3.6. Maintenance and Repair. Lessor, at its own cost and expense, will promptly repair or replace all parts, appliances, components, instruments, accessories, and furnishings that are installed in or attached to the Aircraft (herein called “Parts”) that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use for any reason whatsoever during a Rental Period. Further, Lessor shall reimburse Lessee for any mechanics liens or other costs incurred by Lessee associated with non-routine repairs or maintenance made during a Rental Period, provided that: (1) such repairs shall be made by an FAA approved repair facility; and (2) Lessor shall approve in advance such repairs or maintenance. Lessee covenants to repair any damage beyond ordinary wear and tear caused by Lessee’s use of the Aircraft.

3.7. Right to Inspect. Lessor and its authorized representatives shall, at all reasonable times, have the right to enter the premises where the Aircraft may be located for the purpose of inspecting and examining the Aircraft, its condition, use and operation, and the books and records of Lessee relating thereto to ensure Lessee’s compliance with its obligations under this Lease. Notwithstanding the foregoing rights, Lessor has no duty to inspect and shall not incur any liability or obligation by reason of not making any such inspection.

## ARTICLE 4: INSURANCE AND LIABILITY

4.1. Primary Liability and Property Damage Insurance. Lessor shall maintain in effect, at its own expense, third party Aircraft liability insurance, passenger legal liability insurance, and property damage liability insurance during the Term in such amounts as are customary for similarly situated aircraft. Each liability policy shall be primary without right of contribution from any other insurance that is carried by Lessee, and expressly shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured.

4.2. Insurance Against Physical Damage. Lessor shall maintain in effect, at its own expense, all-risk ground and flight Aircraft hull insurance covering the Aircraft. Any such insurance shall be during the Term for an amount customary for a similar aircraft.

4.3. Lessee As Named Insured. All insurance policies carried by Lessor in accordance with this Article (the “Insurance Policies”) shall name Lessee as a named insured.

4.4. Deductible. Any Insurance Policy carried by Lessor in accordance with this Article may be subject to a deductible amount which is customary under policies insuring similar aircraft similarly situated. Lessor warrants and agrees that in the event of an insurable claim, Lessor will bear the costs up to the deductible amount.

4.5. Additional Insurance for Lessee. Lessee may, at its discretion, obtain additional insurance covering its operation of the Aircraft.

BLACKSTONE DRY LEASE - PAGE 4 OF 9



4.6. Certificate of Insurance. Upon request, Lessor shall deliver to Lessee a certificate of insurance evidencing the insurance required to be maintained by Lessor under this Article.

4.7. Mutual Waiver of Liability Claims. Except as specifically set forth in this Agreement, Lessor and Lessee each hereby agree that each shall hold harmless the other Party, and the other Party’s respective officers, directors, agents, employees, servants, attorneys, insurers, coinursers, reinsurers, indemnitors, parents, subsidiaries, affiliates, predecessors, successors, and assigns from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable legal fees and expenses, of whatsoever kind and nature including, without limitation, personal injury or death (“Liabilities”), that could be asserted by that Party against the other Party directly or indirectly (including but not limited to claims raised against that Party by any third-party, employee, agent, or other person or entity not a party to the Agreement) arising out of the lease, sublease, possession, rental, use, condition, operation, transportation, return, storage or disposition of the Aircraft or any part thereof (including, without limitation, Liabilities in any way relating to or arising out of latent or other defects, whether or not discoverable by a Party or any other person, injury to persons or property, or strict liability in tort), provided, however, that neither Party shall be required to hold harmless the other Party for Liabilities resulting from the gross negligence or willful misconduct of the other Party.

## ARTICLE 5: WARRANTIES AND DISCLAIMERS

5.1. Lessor’s Warranty. Lessor warrants that (1) the Aircraft shall be delivered to Lessee in airworthy condition; (2) the Aircraft is properly registered in accordance with U.S. law; and (3) Lessor is a citizen of the United States of America as set forth in 49 U.S.C. Section 40102(15) and the regulations thereunder.

5.2. Lessor’s Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS, AND LESSEE EXPRESSLY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, WORKMANSHIP, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.

5.3. Lessee’s Representation Regarding Selection. Lessee represents and warrants that: (1) it has selected the Aircraft based on its own judgment and disclaims any reliance upon statements or representations not part of this Agreement; and (2) that the Aircraft is of a size, design and capacity selected by Lessee and is suitable for Lessee’s intended use.



5.4. Lessee Warranty Regarding Operation. Lessee represents and warrants that it shall only operate the Aircraft under the terms, conditions, and restrictions, as set forth in this Agreement.

## ARTICLE 6: MISCELLANEOUS

6.1. Title. Title to the Aircraft shall remain vested in Lessor during the Lease Term and the Aircraft shall be registered at the FAA in the name of Lessor. Lessee shall have no right, title or interest in or to the Aircraft except as expressly provided herein and shall take no action that would impair the continued registration of the Aircraft at the FAA in the name of Lessor. Lessee shall not file or record this Agreement with the FAA. Lessee shall do or cause to be done any and all acts and things which may be required to perfect and preserve the interest and title of Lessor to the Aircraft within any jurisdiction in which Lessee may operate the Aircraft, and Lessee shall also do or cause to be done any and all acts and things which may be required under the terms of any other agreement, treaty, convention, pact or by any practice, customs or understanding involving any country or state in which Lessee may operate, as may be necessary or helpful, or as Lessor may reasonably request, to perfect and preserve the rights of Lessor within the jurisdiction of any such country or state.

6.2. Liens. Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor's title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be necessary to discharge any such lien. Lessee may incur the following liens: (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens created by Lessor; (iii) liens for taxes either not yet due or being contested by Lessee in good faith; and (iv) inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other like liens arising in the ordinary course of business of Lessee, or Parties acting on behalf of Lessee insofar as such actions relate to the Aircraft and are not inconsistent with this Agreement, not delinquent, and for the payment of which adequate reserves have been provided.

## 6.3. Defaults.

(a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.

## BLACKSTONE DRY LEASE - PAGE 6 OF 9



(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor's entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.

(c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor's remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

6.4 Successors and Assigns. This Agreement shall be binding upon Lessor, Lessee, and their respective successors and assigns, except that Lessee may not assign or transfer any of its rights hereunder except with the prior written consent of Lessor. Subject to the foregoing, this Lease shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.

6.5. Notices. All notices and other communications under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by facsimile (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or electronic mail, or by a reputable overnight courier service, addressed as follows:

If to Lessor: Hilltop Asset Holdings LLC

345 Park Ave, 44th Floor

New York, NY 10154

BLACKSTONE DRY LEASE - PAGE 7 OF 9



With a copy to: GKG Law, P.C.
1055 Thomas Jefferson Street, NW
Suite 500
Washington, DC 20007
Attn:

If to Lessee: Blackstone Administrative Services Partnership, L.P.
345 Park Avenue, 44th Floor
New York, NY 10154
Attn:

or at such other address as either Party may designate in writing. Any notice hereunder shall be effective upon delivery.

6.6. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, including any prior written agreements of the Parties pertaining to the matters hereof.

6.7. Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

6.8. Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing, executed by both Parties.

6.9. Choice of Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York (disregarding any Conflict of Laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity, and performance.

6.10. Force Majeure. No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a Party’s financial condition or negligence).



6.11. Execution. This Lease may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile, .pdf, or any other electronic means shall constitute original signatures.

## ARTICLE 7: TRUTH IN LEASING

7.1. Representation Regarding Maintenance. DURING THE LAST TWELVE MONTHS THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FEDERAL AVIATION REGULATION PART 91 AND UNDER PART 135. LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT COMPLIES WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS CONTAINED IN THE ABOVE LISTED FEDERAL AVIATION REGULATION FOR LESSEE'S USE OF THE AIRCRAFT UNDER THIS LEASE.

7.2. Representation Regarding Operational Control. DURING THE DURATION OF ANY RENTAL PERIOD UNDER THIS LEASE THE LESSEE, 345 PARK AVENUE, 44TH FLOOR, NEW YORK, NY 10154, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THE LEASE. LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT.

7.3. Information from FAA. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE RESPONSIBLE FLIGHT STANDARDS OFFICE.

7.4. FAA Notification: in accordance with FAR 91.23. The Parties shall take the following actions upon execution of this Agreement: (1) a copy of this Agreement shall be placed aboard the Aircraft; (2) a copy of this agreement will be mailed to the FAA Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125, within 24 hours of execution; and (3) the responsible Flight Standards Office will be notified at least 48 hours prior to the first flight of any Aircraft under this Agreement of the registration number of the Aircraft, the location of the airport of departure, and the departure time.

(Signature page follows)

BLACKSTONE DRY LEASE - PAGE 9 OF 9



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their names and on their behalf by their duly authorized officers, effective as of the Effective Date.

Hilltop Asset Holdings LLC

As Lessor

By: ___

Name: ___

Title:

Blackstone Administrative Services Partnership, L.P.

As Lessee

By: ___

Name: ___

Title:

Signature Page

Aircraft Dry Lease Agreement G450

Blackstone – Hilltop



## APPENDIX A
Schedule of Rent and Costs \( ^{*} $ 

1. Rental Payment: $ per occupied flight hour

a. (per section 2.1)

2. Fuel Reimbursement: $ per occupied flight hour**

a. (per section 2.3)

* This schedule will be reviewed and updated by mutual written consent of the parties on an annual basis.

** Fuel is based on gph estimated fuel usage per hour x $ per gallon. The parties may adjust by mutual consent, on a periodic basis to reflect changes in fuel cost.

Appendix A
Aircraft Dry Lease Agreement G450
Blackstone – Hilltop



<table><tr><td>APPENDIX BHilltop Asset Holdings LLC</td></tr></table>

INVOICE

To ___

___

Date:___

<table><tr><td colspan="2">Payable: Payable upon receipt</td></tr><tr><td colspan="2">Ref Contract: Aircraft Dry Lease Agreement between Hilltop Asset Holdings LLC and Blackstone Administrative Services Partnership, L.P. (“Lease”) dated ___.</td></tr><tr><td colspan="2">Rental Period: ___ to ___</td></tr><tr><td>Description</td><td>Amount</td></tr><tr><td>1. Rental Payment ($ [ ] per flight hour of operation)</td><td>$</td></tr><tr><td>2. Other Costs: (see paragraph 2.3 of Lease)</td><td>$</td></tr><tr><td>Description</td><td>Cost</td></tr><tr><td>Fuel Reimbursement ($ [ ] per flight hour of operation)</td><td></td></tr><tr><td></td><td></td></tr><tr><td></td><td></td></tr><tr><td>3. Total Rent Due:</td><td>$</td></tr><tr><td>4. Sales Tax Due:</td><td>$</td></tr><tr><td></td><td></td></tr><tr><td>TOTAL THIS INVOICE</td><td>$</td></tr></table>

Appendix B
Aircraft Dry Lease Agreement G450
Blackstone – Hilltop



# BREIT SPECIAL LIMITED PARTNER L.P.

# SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

# DATED AS OF FEBRUARY 12, 2020
EFFECTIVE JANUARY 1, 2018

THE PARTNERSHIP INTERESTS (THE “INTERESTS”) OF BREIT SPECIAL LIMITED PARTNER L.P., A DELAWARE LIMITED PARTNERSHIP (THE “PARTNERSHIP”), HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECTATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS LIMITED PARTNERSHIP AGREEMENT. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



## TABLE OF CONTENTS

ARTICLE I DEFINITIONS 2
Section 1.1 Definitions 2
Section 1.2 Terms Generally 7

ARTICLE II GENERAL PROVISIONS 8
Section 2.1 Conversion; Formation 8
Section 2.2 General Partner, Limited Partner, Special Partner 8
Section 2.3 Continuation; Name; Foreign Jurisdictions 8
Section 2.4 Term 8
Section 2.5 Purpose; Powers 8
Section 2.6 Registered Office; Place of Business; Registered Agent 10

ARTICLE III MANAGEMENT 10
Section 3.1 General Partner 10
Section 3.2 Partner Voting, etc. 11
Section 3.3 Management 11
Section 3.4 Responsibilities of Partners 12
Section 3.5 Exculpation and Indemnification 13
Section 3.6 Representations of Partners 14
Section 3.7 Tax Representation and Further Assurances 15

ARTICLE IV CAPITAL OF THE PARTNERSHIP 16
Section 4.1 Capital Contributions by Partners 16
Section 4.2 Interest 17
Section 4.3 Partial Withdrawals of Capital 17

ARTICLE V PARTICIPATION IN PROFITS AND LOSSES 17
Section 5.1 General Accounting Matters 17
Section 5.2 Capital Accounts 18
Section 5.3 Profit Sharing Percentages 19
Section 5.4 Allocations of Net Income (Loss) 19
Section 5.5 Liability of Partners 20
Section 5.6 Repurchase Rights, etc. 20
Section 5.7 Distributions 20
Section 5.8 Business Expenses 21

ARTICLE VI ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION 21
Section 6.1 Additional Partners 21
Section 6.2 Withdrawal of Partners 22
Section 6.3 Partnership Interests Not Transferable 23
Section 6.4 Consequences upon Withdrawal of a Partner 23
Section 6.5 Satisfaction and Discharge of a Withdrawn Partner's Interest 24
Section 6.6 Dissolution of the Partnership 27
Section 6.7 Certain Tax Matters 27
Section 6.8 Special Basis Adjustments 29

ARTICLE VII MISCELLANEOUS 30
Section 7.1 Submission to Jurisdiction; Waiver of Jury Trial 30



Section 7.2 Ownership and Use of the Blackstone Name 31
Section 7.3 Written Consent 31
Section 7.4 Admission Letters; Schedules 31
Section 7.5 Governing Law; Separability of Provisions 31
Section 7.6 Successors and Assigns 32
Section 7.7 Partner's Will 32
Section 7.8 Confidentiality; Restrictive Covenants 32
Section 7.9 Notices 33
Section 7.10 Counterparts 33
Section 7.11 Power of Attorney 33
Section 7.12 Cumulative Remedies 33
Section 7.13 Legal Fees 33
Section 7.14 Modifications 34
Section 7.15 Entire Agreement 34



# BREIT SPECIAL LIMITED PARTNER L.P.

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of BREIT SPECIAL LIMITED PARTNER L.P., a Delaware limited partnership (the “Partnership”), dated as of February 12, 2020, by and among Blackstone Holdings III L.P., a Québec société en commandite, as general partner of the Partnership (in its capacity as general partner of the Partnership the “General Partner”), the other partners of the Partnership as set forth in the books and records of the Partnership, and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

## WITNESSETH

WHEREAS BREIT Special Limited Partner L.L.C. (the “Company”) was formed as a limited liability company under the laws of the State of Delaware pursuant to the filing of a Certificate of Formation with the Office of the Secretary of State of the State of Delaware on August 5, 2016; and a Limited Liability Company Agreement, dated as of August 23, 2016 (the “LLC Agreement”), by Blackstone Holdings III L.P., as the sole member of the Company;

WHEREAS, (i) the Company’s conversion to BREIT Special Limited Partner L.P., a Delaware limited partnership, and (ii) the adoption of this Agreement were each authorized under the LLC Agreement, and the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time, and any successor to such statute (the “LLC Act”);

WHEREAS, on January 25, 2018, the Company was converted to a limited partnership (the “Conversion”) pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time (the “Partnership Act”), and Section 18-216 of the LLC Act by causing the filing in the office of the Secretary of State of the State of Delaware of a Certificate of Conversion to Limited Partnership of the Company to the Partnership and a Certificate of Limited Partnership of the Partnership;

WHEREAS, the limited liability company interests of the Company were converted into partnership interests in the Partnership in accordance with Section 2.1 of this Agreement;

WHEREAS, in accordance with Section 17-217(g) of the Partnership Act, the Partnership shall constitute a continuation of the existence of the Company in the form of a Delaware limited partnership and, for all purposes of the laws of the State of Delaware, shall be deemed to be the same entity as the Company;

WHEREAS, on August 6, 2019, this Agreement was amended and restated;

WHEREAS, it is the intent of the current and former Partners of the Partnership that the Conversion and this second amendment and restatement is effective as of January 1, 2018;

WHEREAS, the parties hereto desire to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to continue the existence of the Company in the form of the Partnership, and as follows:



# ARTICLE I

# DEFINITIONS

Section 1.1 Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Admission Letter” has the meaning set forth in Section 7.4.

“Affiliate” when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty and as the context requires, endowment funds, estate planning vehicles (including any trusts, family members, family investment vehicles, descendant, trusts and other related persons and entities), charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees and/or related persons.

“Agreement” means this Amended and Restated Limited Partnership Agreement, as it may be further amended, supplemented, restated or otherwise modified from time to time.

“BE Agreement” means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity referred to in the definition of “Blackstone Entity,” as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time.

“Blackstone” means, collectively, The Blackstone Group Inc., a Delaware corporation, and any successor thereto, and any Affiliate thereof (excluding any natural persons and any portfolio companies, investments or similar entities of any Blackstone-sponsored fund (or any affiliate thereof that is not otherwise an Affiliate of The Blackstone Group Inc.)).

“Blackstone Entity” means any partnership, limited liability company or other entity (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund) that is an Affiliate of The Blackstone Group Inc., as designated by the General Partner in its sole discretion.

“BREIT Operating Partnership L.P.” means the Delaware limited partnership formed pursuant to the Limited Partnership Agreement entered into as of August 25, 2016 (as amended, supplemented, modified or restated from time to time), between Blackstone Real Estate Income Trust, Inc., a Maryland corporation, as general partner and the Company as a limited partner.

“Capital Account” means a capital account established for each Partner in the books and records of the Partnership and maintained and adjusted as provided in Articles V and VI. A separate Capital Account shall be established for each Partner with respect to each category of Net Income (Loss) (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation) as may be determined by the General Partner in its sole discretion, and the General Partner, in its sole discretion, may notionally assign any assets of the Partnership to any such Capital Account.



“Capital Account Interest” means, with respect to any Partner, such Partner’s interest in the assets of the Partnership as assigned by the General Partner in its discretion, including based upon such Partner’s contributions or deemed contributions to the Partnership, as set forth in the books and records of the Partnership, as such Capital Account Interest may be modified from time to time in accordance herewith. Separate Capital Account Interests may be established for each Partner with respect to different assets of the Partnership.

“Carrying Value” shall mean, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Regulations Section 1.704 1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership property to a Partner; (c) the date an Interest is relinquished to the Partnership; or (d) any other date specified in the Regulations; provided, that adjustments pursuant to clauses (a), (b), (c) and (d) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value. The Carrying Value of any asset contributed by a Partner to the Partnership shall be the fair market value of the asset at the date of its contribution thereto. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Net Income (Loss)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“Cause” means the occurrence or existence of any of the following with respect to a Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by any Partner of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partner that are established by the General Partner, (y) such Partner’s deliberate failure to perform his or her duties to the Partnership or any of its Affiliates, or (z) such Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership or any of its Affiliates in a material way as determined by the General Partner; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a “Notice of Breach”) within 15 days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform, conduct or behavior within 15 days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional 15 days, as shall be reasonably required for such cure, provided that such Partner is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or any of its Affiliates; (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony (under U.S. law or its equivalent in any jurisdiction) or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Partner’s ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the business of the Partnership and its Affiliates, or (B) the business of the Partnership and its Affiliates or (iv) such partner becomes subject to an event described in Rule 506(d)(1)(i)-(vii) of Regulation D under the Securities Act.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code means, where appropriate, the corresponding provision in any successor statute.

“Contingent” means subject to repurchase rights and/or other requirements.

The term “control” when used with reference to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock or other equity ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock or other equity ownership, agency or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Controlled Entity” when used with reference to another person means any person controlled by such other person.

“Covered Person” has the meaning set forth in Section 3.5(a).

“Delaware Arbitration Act” has the meaning set forth in Section 7.1(d).

“Estate Planning Vehicle” has the meaning set forth in Section 6.3.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Final Event” means the death, Total Disability, Incompetence, Bankruptcy, liquidation, dissolution or Withdrawal from the Partnership of any person who is a Partner.

“Firm Advances” means any capital contribution due to the Partnership by a Partner that the General Partner or one of its Affiliates may in its sole discretion advance to such Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone).

“Fiscal Year” means a calendar year, or any other period chosen by the General Partner.

“Fund Agreements” means the collective reference to (i) the Limited Partnership Agreement of BREIT Operating Partnership L.P., dated August 25, 2016 (as amended, supplemented, modified or restated from time to time) and (ii) any other limited partnership agreements, operating agreements and other governing documentation of the Funds, in each case, as amended, supplemented or otherwise modified from time to time.

“Funds” means the collective reference to (i) BREIT Operating Partnership L.P. and (ii) any other investment vehicle for which the Partnership serves as the direct or indirect general partner, special limited partner or other capacity and, where the context requires, any parallel funds, managed accounts or alternative investment vehicles related to the foregoing.

“Fund Net Income (Loss)” means any net income (loss) of the Partnership relating to the Partnership’s interest in the Funds and any appreciation or depreciation relating thereto, but not including (i) Other Net Income (Loss) or (ii) any net income (loss) relating to the Performance Allocation. The General Partner may designate separate categories of Fund Net Income (Loss) as it may determine in its sole discretion, and may establish and allocate Profit Sharing Percentages or Capital Account Interests with respect to such separate categories accordingly.



“GAAP” has the meaning set forth in Section 5.1(c).

“General Partner” has the meaning set forth in the preamble hereto.

“Incompetence” means, with respect to any Partner, the determination by the General Partner in its sole discretion, after consultation with a qualified medical doctor, that such Partner is incompetent to manage his or her person or his or her property.

“Interest” means a partnership interest (as defined in § 7-101(13) ) of the Partnership Act) in the Partnership, including those which are held by a Retaining Withdrawn Partner.

“Investor Note” means a promissory note of a Partner evidencing indebtedness incurred by such Partner to the Lender or Guarantor for the purpose of financing the purchase of an Interest in the Partnership and/or the amount of one or more capital contributions to the Partnership, which is secured by such Interest and all other Interests of such Partner in the Partnership (if any), in each case on terms which were or are approved by the General Partner; provided, that such promissory note may also evidence indebtedness relating to other interests of such Partner in Blackstone Entities, in which case, such indebtedness shall also be secured by such other interests of such Partner in such Blackstone Entities, in each case on terms which were or are approved by the General Partner. Such indebtedness shall be prepayable as provided in the Investor Note, any security agreement related thereto and any applicable BE Agreements and any documentation related thereto. References to “Investor Notes” herein may refer to multiple loans made pursuant to such promissory note, whether made with respect to such Partner’s Interest(s) in the Partnership or such Partner’s interests in other Blackstone Entities, and references to an “Investor Note” refer to one such loan as the context requires. In no way shall any indebtedness incurred to acquire Interests in the Partnership, and, if applicable, interests in other Blackstone Entities be considered part of the Investor Notes for purposes hereof if the Lender or Guarantor is not the lender or guarantor with respect thereto.

“Lender or Guarantor” means Blackstone Holdings III L.P., in its capacity as lender or guarantor under the Investor Notes, or any other Affiliate of the Partnership that makes or guarantees loans to enable a Partner to acquire Interests or other interests in Blackstone Entities.

“Limited Partner” means each of the parties listed as Limited Partners in the books and records of the Partnership or any Person that has been admitted to the Partnership as a substituted or additional Limited Partner in accordance with the terms of this Agreement, each in its capacity as a limited partner of the Partnership. For the avoidance of doubt, the term Limited Partner does not include the General Partner or any Special Partners.

“LLC Act” has the meaning set forth in the preamble hereto.

“Losses” has the meaning set forth in Section 3.5(b).

“Majority in Interest of the Partners” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner), have aggregate Profit Sharing Percentages representing at least a majority of the Profit Sharing Percentages of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.

“Net Income (Loss)” has the meaning set forth in Section 5.1(b).



“Non-Contingent” means generally not subject to repurchase rights or other requirements.

“Nonvoting Special Partner” has the meaning set forth in Section 6.1(a).

“Other Net Income (Loss)” for any accounting period means the net income or net loss of the Partnership for such accounting period as determined on an accrual basis after deduction for expenses of the Partnership, in accordance with GAAP, excluding (i) Fund Net Income (Loss) and (ii) any net income (loss) relating to the Performance Allocation. The General Partner may designate separate categories of Other Net Income (Loss) as it may determine in its sole discretion, and may establish and allocate Profit Sharing Percentages or Capital Account Interests with respect to such separate categories accordingly.

“Partner” means any person who is a partner of the Partnership, including the Limited Partners, the General Partner and the Special Partners. Except as otherwise specifically provided herein, no group of Partners, including the Special Partners and any group of Partners in the same Partner Category, shall have any right to vote as a class on any matter relating to the Partnership, including, but not limited to, any merger, reorganization, dissolution or liquidation.

“Partnership Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time

“Partnership Representative” has the meaning set forth in Section 6.7(c).

“Pass-Thru Partner” has the meaning set forth in Section 6.7(c).

“Performance Allocation” means the performance allocations of net capital appreciation or net profits allocated by the Funds to the Partnership pursuant to the applicable Fund Agreements. The General Partner may designate separate categories of net income (loss) relating to the Performance Allocation as it may determine in its sole discretion, and may establish and allocate Profit Sharing Percentages with respect to such separate categories accordingly.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof in their capacity as such), government (or agency or subdivision thereof), governmental entity or other entity.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. (“JPM”) as its prime rate or, if JPM fails to publish such rate, the equivalent rate as published by another national bank.

“Profit Sharing Percentage” means, with respect to any Partner, such Partner’s percentage interest in Net Income (Loss) or any category thereof (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation), as determined by the General Partner and set forth in the books and records of the Partnership, as such Profit Sharing Percentage may be modified from time to time in accordance herewith. Separate Profit Sharing Percentages may be established for each Partner with respect to each separate category of Net Income (Loss) and with respect to separate Capital Account Interests.

“Positive Basis” has the meaning set forth in Section 6.7(b).

“Positive Basis Partner” has the meaning set forth in Section 6.7(b).

“Regulations” means the U.S. Treasury regulations promulgated under the Code.



“Repurchase Period” has the meaning set forth in Section 5.7(c).

“Retaining Withdrawn Partner” means a Withdrawn Partner who has retained an Interest in the Partnership following such Withdrawn Partner’s Withdrawal Date. A Retaining Withdrawn Partner shall be considered a Nonvoting Special Partner for all purposes hereof.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute.

“Settlement Date” has the meaning set forth in Section 6.5(a).

“Special Partner” means any person shown in the books and records of the Partnership as a Special Partner of the Partnership, including any Nonvoting Special Partner.

“Tax Advances” has the meaning set forth in Section 6.7(d).

“TM” has the meaning set forth in Section 7.2.

“Total Disability” means the inability of a Limited Partner substantially to perform the services required of such Limited Partner (in its capacity as such or in any other capacity with respect to any Affiliate of the Partnership) for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

“Withdraw” or “Withdrawal” with respect to a Partner means a Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) for any reason (including death, Total Disability, Incompetence, removal, resignation or retirement, whether such is voluntary or involuntary) unless the context shall limit the type of withdrawal to a specific reason and “Withdrawn” with respect to a Partner means, as aforesaid, a Partner who has ceased to be a partner of the Partnership (except as a Retaining Withdrawn Partner).

“Withdrawal Date” means, with respect to any Withdrawn Partner, the date on which such Withdrawn Partner ceases to be a Partner of the Partnership.

“Withdrawn Partner” means a Partner whose Interest in the Partnership has been terminated for any reason including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Partner.

Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.



# ARTICLE II

## GENERAL PROVISIONS

Section 2.1 Conversion; Formation. Effective as of January 1, 2018, to the maximum extent permitted by law (i) all of the organizational documents of the Company (including the certificate of formation and the LLC Agreement of the Company) are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the January 1, 2018, (ii) all of the limited liability company interests in the Company issued and outstanding immediately prior to the January 1, 2018 are converted to all of the Interests in the Partnership, (iii) upon execution of a counterpart signature page to this Agreement Blackstone Holdings III L.P., a Québec société en commandite, is hereby admitted to the Partnership as the general partner of the Partnership and shall have no economic Interest or other interest in the Partnership, and (iv) upon its admission to the Partnership in accordance with the terms hereof each Limited Partner is bound to this Agreement.

Section 2.2 General Partner, Limited Partner, Special Partner. The Partners may be General Partners, Limited Partners or Special Partners. The General Partner as of the date hereof is Blackstone Holdings III L.P. and the Limited Partners as of the date hereof are those persons shown as Limited Partners in the books and records of the Partnership, and the Special Partners as of the date hereof are persons shown as Special Partners on the signature pages hereof.

Section 2.3 Continuation; Name; Foreign Jurisdictions. The Partnership is BREIT Special Limited Partner L.P. The certificate of limited partnership of the Partnership may be amended and/or restated from time to time by the General Partner. The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.4 Term. The term of the Partnership shall continue unless and until the Partnership is dissolved as provided herein.

## Section 2.5 Purpose; Powers.

(a) The purpose of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates, (i) to serve as a direct or indirect general partner, special limited partner and/or limited partner of the Funds or other partnerships and/or as a member of one or more limited liability companies, (ii) to invest in, and acquire, directly or indirectly, partnership interests, limited liability company interests and/or other equity interests in, and/or securities of, any one or more limited partnerships, limited liability companies and/or other entities, and/or receive allocations, fees, distributions and other payments, directly or indirectly, from any one more of such limited partnerships, limited liability companies and/or other entities, in each case as the General Partner shall determine, (iii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act and the applicable Fund Agreements, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time; (iv) any other lawful purpose, and (v) to do all things necessary, desirable, convenient and/or incidental thereto.

(b) In furtherance of its purpose, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to be and become a direct or indirect general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of investments or the acquisition, holding or disposition of investments or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;



(ii) do any and all acts on behalf of the Funds (subject to applicable Fund Agreements) and exercise all rights and remedies thereof with respect to its interest in any Person, firm, corporation or other entity, including, without limitation, the voting or lending of investments, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;

(iii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in investments and securities or other property or direct or indirect interests therein, whether such investments and securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, investments or securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;

(iv) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(v) to invest and reinvest the cash assets of the Partnership in money-market or other short term investments;

(vi) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;

(vii) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;

(viii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-U.S. tax purposes;

(ix) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(x) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(xi) to open, maintain and close accounts, including margin accounts, with brokers;

(xii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;



(xiii) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(xiv) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xv) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;

(xvi) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xvii) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and

(xviii) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.

Section 2.6 Registered Office: Place of Business: Registered Agent. The Partnership shall maintain an office and principal place of business at 345 Park Avenue, New York, New York 10154 or such other place or places as the General Partner may designate from time to time. The Partnership shall maintain a registered office at c/o Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 2010, Bellevue Park Corporate Center, Wilmington, Delaware 19809. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware shall be Intertrust Corporate Services Delaware, Ltd., 200 Bellevue Parkway, Suite 210, Bellevue Park Corporate Center, Wilmington, Delaware 19809. The General Partner may from time to time change the registered agent or office by an amendment to the certificate of limited partnership of the Partnership.

## ARTICLE III

## MANAGEMENT

## Section 3.1 General Partner.

(a) Blackstone Holdings III L.P. is the General Partner as of the date hereof. The General Partner shall cease to be the General Partner only if it (i) Withdraws from the Partnership for any reason (ii) consents in its sole discretion to resign as the General Partner or (iii) a Final Event with respect to it occurs. The General Partner may not be removed without its consent. There may be one or more General Partners. In the event that one or more other General Partners is admitted to the Partnership as such, all references herein to the “General Partner” in the singular form shall be deemed to also refer to such other General Partners as may be appropriate. The relative rights and responsibilities of such General Partners will be as agreed upon from time to time between them.



(b) Upon the Withdrawal from the Partnership or voluntary resignation of the last remaining General Partner, all of the powers formerly vested therein pursuant to this Agreement and the Partnership Act shall be exercised by a Majority in Interest of the Partners.

## Section 3.2 Partner Voting, etc.

(a) Except as otherwise expressly provided herein and except as may be expressly required by the Partnership Act, Partners (including Special Partners), other than General Partners, as such shall have no right to, and shall not, take part in the management or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Partners of the applicable class herein.

(b) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Partner (or any Affiliate thereof) in such matter.

(c) Meetings of the Partners may be called only by the General Partner.

(d) Notwithstanding any other provision of this Agreement, any Limited Partner or Withdrawn Partner that fails to respond to a notice provided by the General Partner requesting the consent, approval or vote (including, without limitation, with respect to any amendments pursuant to Section 7.14) of such Limited Partner or Withdrawn Partner within 14 days after such notice is sent to such Limited Partner or Withdrawn Partner shall be deemed to have given its affirmative consent or approval thereto.

Section 3.3 Management. (a) The management, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall have full control over the business and affairs of the Partnership, and shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including those enumerated in Section 2.5, on behalf and in the name of the Partnership. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in its discretion, subject only to the express terms and conditions of this Agreement (including Section 7.4).

(b) Notwithstanding any provision of this Agreement to the contrary, the Partnership is hereby authorized, without the need for any further act, vote or consent of any Partner, (i) to execute and deliver, and to perform the Partnership's obligations under, each agreement of the Partnership (including, without limitation, the applicable Fund Agreements), including, without limitation, serving as the managing member, general partner, special limited partner or limited partner, as the case may be, of the Funds, (ii) to execute and deliver the applicable Fund Agreements, as amended, restated and/or supplemented, and to perform the Partnership's obligations, and to cause the Funds (subject to the applicable Fund Agreements) to perform their respective obligations, under the applicable Fund Agreements, (iii) to execute and deliver, and to perform the Partnership's obligations, under the governing agreements of any other partnership, limited liability company, other company, corporation or other entity (each a "Partnership Affiliate") of which the Partnership is to become a general partner or limited partner, member, shareholder or other equity interest owner, including, without limitation, serving as a general partner or limited partner, member, shareholder or other equity interest owner of each Partnership Affiliate and (iv) to take any action, in the applicable capacity, contemplated by or arising out of any applicable Fund Agreements.



(c) The General Partner and any other person designated by the General Partner, each acting individually, is hereby authorized and empowered, as an authorized signatory of the Partnership (the General Partner hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (in the name and on behalf of the Partnership) any agreement of the Partnership (including, without limitation, the applicable Fund Agreements) or of the Funds (including, without limitation, the applicable Fund Agreements) and any amendments, restatements and/or supplements thereof, the certificate of limited partnership of the Partnership (and any amendments, restatements and/or supplements of any of the foregoing) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Partnership or the Funds to qualify to do business in a jurisdiction in which the Partnership or the Funds desires to do business; or

(ii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership and/or in the name and on behalf of the Partnership), (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Partnership's or the Funds' purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership or the Funds, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership or the Funds, and all checks, notes, drafts and other documents of the Funds that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Partnership or the Funds, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(c), each acting individually, shall be deemed to have been adopted by the Partners, the Partnership or the Funds, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person (other than the General Partner) in this Section 3.3(c) may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

## Section 3.4 Responsibilities of Partners.

(a) Unless otherwise determined by the General Partner in a particular case, each Limited Partner (other than Special Partner) shall devote substantially all his or her time and attention to the businesses of the Partnership and its Affiliates, and each Special Partner shall not be required to devote any time or attention to the businesses of the Partnership or its Affiliates.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

(c) The General Partner may from time to time establish such other rules and regulations applicable to Partners or other employees as the General Partner deems appropriate, including rules governing the authority of Partners or other employees to bind the Partnership to financial commitments or other obligations.



## Section 3.5 Exculpation and Indemnification.

(a) Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner's representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a "Covered Person" and, collectively, the "Covered Persons") shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause) unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

(b) Indemnification. (i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership's assets (including, without limitation, the remaining capital commitments of the Partners) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, for purposes of this Section 3.5, "Losses"), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person's management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided, that a Covered Person shall not be entitled to indemnification under this Section 3.5(b) with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith; provided further, that if such Covered Person is a Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person's Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section 3.5(b), and the Partnership and its Affiliates shall have a continuing right of offset against such Covered Person's interests/investments in the Partnership and such Affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person.



to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner's Interests and remaining capital commitment, for such Partner's pro rata share of the Partnership's expenses related to such indemnity obligation, as determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section 3.5(b). The General Partner shall have the authority to enter into separate agreements with any Covered Person in order to give effect to the obligations to indemnify pursuant to this Section 3.5(b).

(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing the Funds and/or a particular portfolio entity through which an investment is indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority (to the extent available and permitted pursuant to the terms of the applicable Fund Agreement and applicable insurance policies): first, out of proceeds available in respect of applicable insurance policies maintained by the applicable portfolio entity and/or the Funds; second, by the applicable portfolio entity through which such investment is indirectly held and third, by the Funds (only to the extent the foregoing sources have been exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the Funds and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any Affiliate thereof) pays or causes to be paid any amounts that should have been paid by the Funds and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Partners that the Partnership shall have a subrogation claim against the Funds and/or such portfolio entity in respect of such advancement or payments (to the extent available and permitted pursuant to the terms of the applicable Fund Agreement and applicable insurance policies). The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of Blackstone, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

Section 3.6 Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Partnership Act) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner's Interests for such Partner's own account for investment and not with a view to resell or distribute the same or any part thereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that he or she understands that the Interests have not been registered under the Securities Act, and therefore such Interests may not be resold without registration under such act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents and warrants, unless otherwise agreed to by the General Partner in writing, that such Partner is both an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”),



and a “qualified purchaser” or a “knowledgeable employee” within the meaning of the Investment Company Act (and the rules and regulations promulgated thereby) (a “Qualified Purchaser”). Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that he or she is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner’s net worth and the Partner has no need for liquidity in the Partner’s investment in Interests. Each Limited Partner and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining thereto and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner’s own advisors as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Partner.

(b) Each Limited Partner and Special Partner agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Partner (1) makes a capital contribution to the Partnership (whether as a result of Firm Advances made to such Partner or otherwise) with respect to any investment, and such Partner hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Partner hereby agrees that such repayment shall serve as confirmation thereof.

## Section 3.7 Tax Representation and Further Assurances.

(a) Each Limited Partner and Special Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner's or the Partnership's obligations under applicable law or to carry out the provisions of this Agreement.

(b) Each Limited Partner and Special Partner certifies that (A) if the Limited Partner or Special Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner or Special Partner's name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its Affiliates pursuant to an IRS Form W 9, Request for Taxpayer Identification Number Certification ("W-9") or otherwise are correct and (ii) the Limited Partner or Special Partner will complete and return a W-9 and (y) (i) the Limited Partner or Special Partner is a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner or Special Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) ("W-8BEN"), IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) ("W-8BEN-E"), or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting ("W-8IMY"), or otherwise is correct and (ii) the Limited Partner or Special Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN, W-8BEN-E or W-8IMY, and (y) (i) the Limited Partner or Special Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of any change of such status. Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the General Partner.



(c) Each Limited Partner and Special Partner acknowledges and agrees that the Partnership and the General Partner may release confidential information or other information about the Limited Partner or Special Partner or related to such Limited Partner or Special Partner's investment in the Partnership if the Partnership or the General Partner, in its or their sole discretion, determines that such disclosure is required by applicable law or regulation or in order to comply for an exception from, or reduced tax rate of, tax or other tax benefit. Any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.

(d) Each Limited Partner and Special Partner acknowledges and agrees that if it provides information that is in anyway materially misleading, or if it fails to provide the Partnership or its agents with any information requested hereunder, in either case in order to satisfy the Partnership’s obligations, the General Partner reserves the right to take any action and pursue any remedies at its disposal, including (i) requiring such Limited Partner or Special Partner to Withdraw for Cause and (ii) withholding or deducting any costs caused by such Limited Partner’s action or inaction from amounts otherwise distributable to such Limited Partner or Special Partner from the Partnership and its Affiliates.

## ARTICLE IV

## CAPITAL OF THE PARTNERSHIP

## Section 4.1 Capital Contributions by Partners.

(a) Each Limited Partner may be required to make capital contributions to the Partnership at such times and in such amounts as may be determined by the General Partner from time to time or as may be mutually agreed (including, where applicable, as set forth in such Limited Partner’s Admission Letter). Special Partners shall not be required to make capital contributions to the Partnership except as specifically set forth in this Agreement or as they otherwise agree; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional capital contribution to the Partnership.

(b) Each capital contribution by a Partner shall be credited to the appropriate Capital Account (or sub account) of such Partner in accordance with Section 5.2 and maintained in the books and records of the Partnership.

(c) The General Partner may elect on a case-by-case basis with respect to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partner that is also an executive officer of Blackstone) to (i) cause the Partnership to loan to any such Partner the amount of any capital contribution to the Partnership by such Partner on terms determined by the General Partner, (ii) permit any such Partner to make a required capital contribution to the Partnership in installments on terms determined by the General Partner or (iii) permit any such Partner to incur indebtedness to the Lender or Guarantor for the purpose of financing the purchase of an Interest in the Partnership and/or the amount of one or more capital contributions to the Partnership, which indebtedness shall be evidenced by an Investor Note and secured by such Interest, all other Interests of such Partner in the Partnership (if any) and, if applicable, interests of such Partner in any Blackstone Collateral Entities, in each case on terms which were or are approved by the General Partner.



Section 4.2 Interest. There shall be no interest on the balances of the Partners' Capital Accounts.

Section 4.3 Partial Withdrawals of Capital. Each Partner may make partial withdrawals in respect of such Partner’s Capital Account(s) in such amounts and at such times as may be permitted by the General Partner from time to time. Payments with respect to any such partial withdrawals will be made at such times and in cash or in kind as may be determined by the General Partner.

## ARTICLE V

## PARTICIPATION IN PROFITS AND LOSSES

Section 5.1 General Accounting Matters.

(a) Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

(b) “Net Income (Loss)” means, with respect to any accounting period, the sum of: (i) Fund Net Income (Loss) for such period, (ii) Other Net Income (Loss) for such period, and (iii) any net income (loss) relating to the Performance Allocation (including any property received from each Fund with respect thereto) for such period. The General Partner may from time to time (i) establish additional separate categories of Net Income (Loss) and/or subcategories within any one or more categories of Net Income (Loss) (each of which subcategories for purposes of this Agreement shall also be deemed a separate “category” of Net Income (Loss)) with respect to the Partnership as it may determine and (ii) calculate and allocate Net Income (Loss) for each such category on a separate basis.

(c) Net Income (Loss) with respect to any accounting period shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Net Income (Loss) shall be added to such taxable income or loss; (ii) if any asset has a value in the books of the Partnership that differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain resulting from a disposition of such asset shall be calculated with reference to such value; (iii) upon an adjustment to the value of any asset in the books of the Partnership pursuant to Regulation Section 1.704-1 (b) (2), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Net Income (Loss) pursuant to this definition shall be treated as deductible items; (v) any income that is payable to Partnership employees in respect of “phantom interests” awarded by the General Partner to employees shall be included as an expense in the calculation of Net Income (Loss), and (vi) items of income and expense (including interest income and overhead and other indirect expenses) of the Partnership, General Partner and other Affiliates of the Partnership shall be allocated among the Partnership, General Partner and such Affiliates as determined by the General Partner. Any adjustments to Net Income (Loss) by the General Partner, including adjustments for items of income accrued but not yet received, unrealized gains, items of expense accrued but not yet paid, unrealized losses, reserves (including reserves for taxes, bad debts, actual or threatened litigation, or any other expenses, contingencies or obligations) and other appropriate items shall be made in accordance with U.S. generally accepted accounting principles (“GAAP”); provided, that the General Partner shall not



be required to make any such adjustments; provided further, that the General Partner may elect from time to time to calculate and allocate Net Income (Loss) attributable to any item of income or expense or any investment of the Partnership on a basis separate from the Partnership’s other business.

(d) An accounting period shall be a Fiscal Year, except that, at the option of the General Partner, an accounting period will terminate and a new accounting period will begin on the admission date of an additional Partner or the Withdrawal Date of a Withdrawn Partner, if any such date is not the first day of a Fiscal Year, or on any other date determined by the General Partner in its sole discretion. If any event referred to in the preceding sentence occurs and the General Partner does not elect to terminate an accounting period and begin a new accounting period, then the General Partner may make such adjustments as its deems appropriate to the Partners' Profit Sharing Percentages for the accounting period in which such event occurs (prior to any allocations or adjustments to Profit Sharing Percentages pursuant to Section 5.3) to reflect the Partners' average Profit Sharing Percentages during such accounting period.

(e) In establishing Profit Sharing Percentages pursuant to Section 5.3, the General Partner may consider such factors as it deems appropriate in its sole discretion.

(f) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner and approved by the Partnership’s independent accountants. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all Withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law, no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

## Section 5.2 Capital Accounts.

(a) There shall be established for each Partner in the books of the Partnership, to the extent and at such times as may be appropriate, one or more Capital Accounts (or sub accounts) as the General Partner may deem to be appropriate for purposes of accounting for such Partner's interests in the capital and Net Income (Loss) of the Partnership. A separate Capital Account (or sub account) shall be established for each Partner with respect to Fund Net Income (Loss), Other Net Income (Loss), the Performance Allocation and Capital Account Interests, provided that each Partner shall have a single Capital Account for U.S. federal income tax purposes. In addition, the General Partner may also establish separate Capital Accounts (or sub accounts) for each Partner with respect to any other categories of Net Income (Loss) and Capital Account Interests (if any) as it may determine in its sole discretion.

(b) As of the end of each accounting period or, in the case of a capital contribution to the Partnership by one or more of the Partners or a distribution by the Partnership to one or more of the Partners, at the time of such contribution or distribution, (i) the appropriate Capital Accounts (or sub accounts) of each Partner shall be credited with the following amounts: (A) the amount of cash and the value of any property contributed by such Partner to the capital of the Partnership during such accounting period or other Capital Account Interests assigned by the General Partner and (B) the Net Income allocated to such Partner in respect of such Capital Account (or sub account) for such accounting period; and (ii) the appropriate Capital Accounts (or sub accounts) of each Partner shall be debited with the following amounts: (x) the amount of cash, the principal amount of any subordinated promissory note of the Partnership referred to in Section 6.5 (as such amount is paid) and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner during such accounting period and (y) the Net Loss allocated to such Partner in respect of such Capital Account (or sub account) for such accounting period.



Upon the receipt by the Partnership of cash or other property, including with respect to the Performance Allocation, the General Partner may allocate such cash or other property amongst the Capital Accounts (or sub accounts) of the Partners. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. Any references in this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any Transfer of any Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

## Section 5.3 Profit Sharing Percentages.

(a) On or about the beginning of each annual accounting period (or at such other times as determined by the General Partner in its sole discretion), the General Partner shall establish the profit sharing percentage (the "Profit Sharing Percentage") of each Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the General Partner deems appropriate, including those referred to in Section 5.1. The General Partner may establish different Profit Sharing Percentages for any Partner on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation) as it may determine in its sole discretion. The Profit Sharing Percentages for any Partner with respect to each different category of Net Income (Loss) for any individual Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation) may be the same or different as the General Partner may determine in its sole discretion, subject to legal, tax regulatory and other considerations. The Profit Sharing Percentage(s) of any Partner for any annual accounting period may be adjusted in the case of the Withdrawal of a Partner pursuant to Section 6.5(d) and in the case of the admission of any Partner to the Partnership as an additional Partner pursuant to Section 6.1(b). Notwithstanding the foregoing, the General Partner may also adjust the Profit Sharing Percentage(s) of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion. For the avoidance of doubt, the General Partner shall take into account and exclude the Partnership's capital contributions and related interests in the Funds made prior to a Partner's admission to the Partnership in determining such Partner's Capital Account balance and Profit Sharing Percentage(s).

(b) The General Partner may elect to allocate to the Partners less than 100% of the Profit Sharing Percentages of any category of Net Income (Loss) for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages shall be the General Partner's). In connection with the foregoing, the General Partner shall take such other actions and make such adjustments (including to the Partnership's books and records) as the General Partner determines are necessary or appropriate in its discretion.

(c) Unless the General Partner otherwise determines, when a Partner has been assigned a Capital Account Interest, such Partner will have a 100% Profit Sharing Percentage in the Net Income (Loss) related to such Capital Account Interest.

Section 5.4 Allocations of Net Income (Loss). Except as otherwise provided in this Agreement, Net Income (Loss) and, to the extent necessary, individual categories thereof or components of income, gain, loss or deduction, of the Partnership shall be allocated among the Partners in a manner that as closely as possible gives economic effect to the provisions of this Article V and the other relevant provisions of this Agreement, as determined in the reasonable discretion of the General Partner.



If the Partnership disposes of property in a taxable transaction or otherwise engages in a taxable transaction in order to distribute the proceeds thereof to certain Partners, including in connection with a distribution in-kind of such property or assignment of a Capital Account Interest in such property with respect to other Partners, then, for U.S. federal income tax purposes only, taxable gain and taxable loss on the property disposed or other transaction shall be specially allocated among the Partners such that, to the extent possible, Partners who receive cash or other proceeds from such disposition or other transaction shall be allocated the taxable gain or taxable loss related to such disposition or other transaction equal to the amount of taxable gain or loss they would have been allocated, with respect to the amount of the property sold or other transaction used to fund the distribution on their account, if an additional amount of such property had instead been the subject of a disposition or other transaction by the Partnership instead of having been distributed in kind or assigned as a Capital Account Interest to such Partners. Limited Partners who receive in kind distributions or who are assigned a Capital Account Interest shall be allocated no taxable gain or loss with respect to such in kind distribution or assignment of such Capital Account Interest. For purposes of this paragraph, taxable gain and taxable loss shall be computed without regard to any adjustments described in Section 734(b) or Section 743(b) of the Code to the extent determined in good faith by the General Partner to be appropriate.

Section 5.5 Liability of Partners. Except as otherwise provided in the Partnership Act, no Partner shall be personally obligated for any debt, obligation or liability of the Partnership or of any other Partner solely by reason of being a Partner. In addition, in no way does any of the foregoing limit any Partner’s obligations to make capital contributions as provided hereunder.

Section 5.6 Repurchase Rights, etc. The General Partner may from time to time establish such repurchase rights and/or other requirements with respect to the Partners' Interests in the Partnership as the General Partner may determine. The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed, or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case-by-case basis.

## Section 5.7 Distributions.

(a) The Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to the Partners at such times and in such amounts as are determined by the General Partner in its sole discretion; it being understood that certain Partners may receive cash while others may receive other property (e.g. Fund units) as determined by the General Partner in its sole discretion. The General Partner shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of Net Income (Loss) established pursuant to Section 5.1(a). Subject to Section 5.1(e), distributions of cash or other property shall be made among Partners in accordance with their respective Profit Sharing Percentages with respect thereto and/or with respect to their Capital Account Interests, as applicable. In accordance with the terms of each Fund Agreement, with respect to each Partner, the General Partner shall elect to receive the Performance Allocation from each Fund in cash or property (and to redeem any property for other property in accordance with the terms of each Fund Agreement), as determined by the General Partner in its sole discretion.

(b) Subject to the Partnership’s having sufficient available cash in the reasonable judgment of the General Partner, the Partnership may make cash distributions to each Partner with respect to each Fiscal Year of the Partnership in an aggregate amount at least equal to the total U.S. federal, New York State and New York City income and other taxes that would be payable by such Partner with respect



to all categories of GP-Related Net Income (Loss) allocated to such Partner for such Fiscal Year, the amount of which shall be calculated (i) on the assumption that each Partner is an individual subject to the then prevailing maximum rate of U.S. federal, New York State and New York City and other income taxes (including, without limitation, taxes under Section 1411 of the Code), (ii) taking into account the limitations on the deductibility of expenses and other items for U.S. federal income tax purposes and (iii) taking into account any differential in applicable rates due to the type and character of GP-Related Net Income (Loss) allocated to such Partner and (iv) taking into account any other distribution made to such Partner under this Agreement during such Fiscal Year. Notwithstanding the provisions of the foregoing sentence, the General Partner may refrain from making any distribution if, in the reasonable judgment of the General Partner, such distribution would be prohibited by § 17-607 of the Partnership Act.

(c) The General Partner may provide that a Partner’s right to distributions and investments of the Partnership may be subject to repurchase by the Partnership during such period as the General Partner shall determine (a “Repurchase Period”). Any Contingent distributions from investments subject to repurchase rights will be withheld by the Partnership and will be distributed to the recipient thereof (together with interest thereon at rates determined by the General Partner from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The General Partner may elect in an individual case to have the Partnership distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Partner withdraws from the Partnership for any reason other than his or her death, Total Disability or Incompetence, the undistributed share of such Partner’s Interest that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Partnership at a purchase price determined at such time by the General Partner. Unless determined otherwise by the General Partner, the repurchased portion thereof will be allocated among the remaining Partners in proportion to their respective Profit Sharing Percentages or if no other Partner has an applicable Profit Sharing Percentage, to the General Partner; provided, that the General Partner may allocate the Withdrawn Partner’s share of applicable unrealized investment income attributable to the period after the Withdrawn Partner’s Withdrawal Date on any basis it may determine, including to existing or new Partners who did not previously have any applicable interests, except that, in any event, each Limited Partner shall be allocated a share of such unrealized investment income equal to its respective Profit Sharing Percentages with respect thereto.

Section 5.8 Business Expenses. The Partnership shall reimburse the Partners for reasonable travel, entertainment and miscellaneous expenses incurred by them in the conduct of the Partnership’s business in accordance with rules and regulations established by the General Partner from time to time.

## ARTICLE VI

## ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION

Section 6.1 Additional Partners. (a) Effective on the first day of any year (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with each additional Partner (which term, for the avoidance of doubt, shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including (as applicable and without limitation) such additional Partner’s initial capital contribution,



and Profit Sharing Percentage(s). Each additional Partner shall have such voting rights as may be determined by the General Partner unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”).

(b) Except as may be otherwise determined by the General Partner, in the case of the admission of any Partner to the Partnership as an additional Partner, the Profit Sharing Percentages of the other Partners with respect to any category of Net Income (Loss) for any Fund may be reduced on a pro rata basis (based on such Partners' respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Partner with respect to each such category of Net Income (Loss) for each such Fund.

(c) Each additional Partner may be required to contribute to the Partnership a share of the Partnership’s total capital, at such times and in such amounts as shall be determined by the General Partner or as may be mutually agreed (including, where applicable, as set forth in such Limited Partner’s Admission Letter) in accordance with Section 4.1.

(d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of, or counter-signature page with respect to, this Agreement by such additional Partner or (ii) the execution of an amendment to this Agreement by all the Partners (including the additional Partner), as determined by the General Partner or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become a substitute or additional Limited Partner or Special Partner and to be bound by the terms of this Agreement and such writing being accepted by the General Partner on behalf of the Partnership (which, for the avoidance of doubt, may be in the form of an electronic acknowledgement (or click through) on a web-based portal maintained by Blackstone).

Section 6.2 Withdrawal of Partners. (a) Any Partner (i) may be removed from the Partnership at any time by the General Partner for any reason (including, but not limited to, as indicated in any Admission Letter applicable to such Partner) or no reason or (ii) shall be deemed to have withdrawn from the Partnership upon such Partner's death, Total Disability or Incompetence. Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner. The General Partner generally intends to permit voluntary Withdrawals on the last day of the calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days' prior written notice by the Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may not voluntarily Withdraw without the consent of the General Partner if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business; provided further, that to the extent a Withdrawal relates to a Capital Account relating to an investment of capital in the Funds, such Withdrawal may only be made to the extent permitted by the applicable Fund Agreements.

(b) Upon the Withdrawal of any Partner, including by the occurrence of any Withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein and the Partnership Act.

(c) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such Partner's Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such Partner's Interest, as determined by the General Partner, as of a



date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such Partner’s Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail.

(d) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such Partner’s Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such Partner’s Interest, with such Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability.

(e) The withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

Section 6.3 Partnership Interests Not Transferable. (a) No Partner may sell, assign, pledge or otherwise transfer or encumber all or any portion of such Partner’s Interest other than as permitted by written agreement between such Partner and the Partnership; provided, that this Section 6.3 shall not impair transfers by operation of law, transfers by will or by other testamentary instrument occurring by virtue of the death or dissolution of a Partner, or transfers required by trust agreements; provided further, that a Limited Partner may transfer, for estate planning purposes, up to 25% of his or her Profit Sharing Percentage to any estate planning trust, limited partnership, or limited liability company with respect to which a Limited Partner controls investments related to any interest in the Partnership held therein (an “Estate Planning Vehicle”). Each Estate Planning Vehicle will be a Nonvoting Special Partner. Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership, as the case may be. The General Partner may at its sole option exercisable at any time require any Estate Planning Vehicle to withdraw from the Partnership on the terms of this Article VI. Except as provided in the second proviso to the first sentence of this Section 6.3, no assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Partner’s Interest shall have any right to be a Partner without the prior written consent of the General Partner (which consent may be withheld without giving reason therefor). Notwithstanding the granting of a security interest in the entire Interest of any Partner, such Partner shall continue to be a Partner of the Partnership.

(b) Notwithstanding any provision hereof to the contrary, no sale or transfer of any interest in the Partnership may be made except in compliance with all federal, state and other applicable laws, including federal and state securities laws.

## Section 6.4 Consequences upon Withdrawal of a Partner.

(a) The Withdrawal of a Partner shall not dissolve the Partnership if at the time of such Withdrawal there are one or more remaining Partners (including the General Partner) and any one or more of such remaining Partners continue the business of the Partnership (any and all such remaining Partners being hereby authorized to continue the business of the Partnership without dissolution and hereby agreeing to do so).



(b) The Partnership shall not be dissolved, in and of itself, by the Withdrawal of any Partner, but shall continue with the surviving or remaining Partners as partners thereof in accordance with and subject to the terms and provisions of this Agreement.

Section 6.5 Satisfaction and Discharge of a Withdrawn Partner’s Interest. (a) The terms of this Section 6.5 shall apply to the Interest of a Withdrawn Partner. The term “Settlement Date” shall mean the date as of which a Withdrawn Partner’s Interest in the Partnership is settled as determined under paragraph (b) below.

(b) Except where a later date for the settlement of a Withdrawn Partner’s Interest in the Partnership may be agreed to by the General Partner and a Withdrawn Partner, a Withdrawn Partner’s Settlement Date shall be his or her Withdrawal Date; provided, that if a Withdrawn Partner’s Withdrawal Date or Settlement Date is not the last day of a month, then the General Partner may elect in its discretion for the Withdrawal Date or the Settlement Date to be the last day of the month following the Withdrawal Date or Settlement Date as the case may be. During the interval, if any, between a Withdrawn Partner’s Withdrawal Date and Settlement Date, such Withdrawn Partner shall (subject to such Partner’s Admission Letter, as applicable) have the same rights and obligations with respect to capital contributions, interest on capital, allocations of Net Income (Loss) and distributions as would have applied had such Withdrawn Partner remained a Partner of the Partnership during such period.

(c) In the event of the Withdrawal of a Partner, the General Partner shall promptly after such Withdrawn Partner’s Settlement Date (i) determine and allocate to the Withdrawn Partner’s Capital Account such Withdrawn Partner’s allocable share of the Net Income (Loss) of the Partnership for the period ending on such Settlement Date in accordance with Article V and (ii) credit the Withdrawn Partner’s Capital Account with interest in accordance with Section 5.2. In making the foregoing calculations, the General Partner shall be entitled to establish such reserves (including reserves, taxes, bad debts, unrealized losses, actual or threatened litigation or any other expenses, contingencies or obligations) as it deems appropriate. Except as provided in this Section 6.5(c) and unless otherwise determined by the General Partner in a particular case, a Withdrawn Partner shall not be entitled to receive any amounts in respect of the annual accounting period during which such Partner Withdraws from the Partnership (whether or not previously awarded or allocated) or any amounts in respect of prior annual accounting periods that have not been paid or allocated (whether or not previously awarded) as of such Withdrawn Partner’s Withdrawal Date.

(d) From and after the Settlement Date of a Withdrawn Partner, such Partner’s Profit Sharing Percentages in respect of each category of Net Income (Loss) of the Partnership shall be reduced to zero (or in the case of a partial Withdrawal, shall be reduced proportionately based on the percentage of the Interest withdrawn by the relevant Partner), and (i) the Profit Sharing Percentages of all of the remaining Partners shall be adjusted pro rata to their respective Profit Sharing Percentages in such category of Net Income (Loss) of the Partnership at such time or (ii) the Profit Sharing Percentages of the General Partner shall be adjusted to include the Profit Sharing Percentages of the Withdrawn Partner, or any combination of the foregoing, in each case, as determined by the General Partner in its sole discretion.

(e) Upon the Withdrawal from the Partnership of a Partner such Withdrawn Partner thereafter shall not, except as expressly provided in this Section 6.5, have any rights of a Partner (including voting rights), and, except as expressly provided in this Section 6.5, such Withdrawn Partner shall not have any interest in any category of the Partnership’s Net Income (Loss) (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) or the Performance Allocation) or in distributions, investments or other assets related to such Partner’s Interest. If a Partner Withdraws from the Partnership for any reason other than for Cause, then the Withdrawn Partner shall be entitled to receive, at the time or times specified in Section 6.5(g) below, in satisfaction and discharge in full of the Withdrawn



Partner’s Interest in the Partnership, payment equal to the aggregate positive balance, if any, as of the Settlement Date of the Withdrawn Partner’s Capital Account (or portion thereof, as applicable), subject to all the terms and conditions of paragraphs (a)-(o) of this Section 6.5. If the amount determined pursuant to the language above is an aggregate negative balance, the Withdrawn Partner shall pay the amount thereof to the Partnership upon demand by the General Partner on or after the date of the statement referred to in Section 6.5(g) below; provided, that if the Withdrawn Partner was solely a Special Partner on his or her Withdrawal Date, such payment shall be required only to the extent of any amounts payable to such Withdrawn Partner pursuant to this Section 6.5. Any aggregate negative balance in the Capital Accounts of a Withdrawn Partner who was solely a Special Partner, upon the settlement of such Withdrawn Partner’s Interest in the Partnership pursuant to this Section 6.5, shall be allocated among the other Partners’ Capital Accounts in accordance with their respective Profit Sharing Percentages in the categories of Net Income (Loss) giving rise to such negative balance as determined by the General Partner as of such Withdrawn Partner’s Settlement Date. In the settlement of any Withdrawn Partner’s Interest in the Partnership, no value shall be ascribed to goodwill, the Partnership name or in anticipation of any value the Partnership or any successor thereto might have in the event the Partnership or any interest therein were to be sold in whole or in part.

(ii) Notwithstanding clause (i) of this Section 6.5(e), in the case of a Partner whose Withdrawal with respect to such Partner’s Interest resulted from such Partner’s death or Incompetence, such Partner’s estate or legal representative, as the case may be, may elect, at the time described below, to receive a Nonvoting Special Partner Interest and retain such Partner’s Profit Sharing Percentage in all (but not less than all) illiquid investments of the Partnership in lieu of a cash payment (or promissory note) in settlement of that portion of the Withdrawn Partner’s Interest. The election referred to above shall be made within 60 days after the Withdrawn Partner’s Settlement Date, based on a statement of the settlement of such Withdrawn Partner’s Interest in the Partnership pursuant to this Section 6.5.

(f) The General Partner may elect, in lieu of payment in cash of any amount payable to a Withdrawn Partner pursuant to paragraph (e) above, to have the Partnership issue the Withdrawn Partner a subordinated promissory note and/or to distribute in-kind to the Withdrawn Partner such Withdrawn Partner's pro rata share (as determined by the General Partner) of any securities or other investments of the Partnership in relation to such Partner's Interest. If any such distributions in-kind are made to a Withdrawn Partner in respect of its Interest under this paragraph (g), the amount described in paragraph (e) shall be reduced by the value of such distribution as valued on the latest balance sheet of the Partnership in accordance with generally accepted accounting principles or, if not appearing on such balance sheet, as reasonably determined by the General Partner.

(g) Within 120 days after the Settlement Date, the General Partner shall submit to the Withdrawn Partner a statement of the settlement of such Withdrawn Partner’s Interest in the Partnership pursuant to this Section 6.5 together with any cash payment, subordinated promissory note and in kind distributions to be made to such Partner as shall be determined by the General Partner. The General Partner shall submit to the Withdrawn Partner supplemental statements with respect to additional amounts payable to or by the Withdrawn Partner in respect of the settlement of his or her Interest in the Partnership promptly after such amounts are determined by the General Partner. To the fullest extent permitted by law, such statements and the valuations on which they are based shall be accepted by the Withdrawn Partner without examination of the accounting books and records of the Partnership or other inquiry. Any amounts payable by the Partnership to a Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment or provision for payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to the applicable date of payment or distribution; provided that such Withdrawn Partner shall otherwise rank pari passu in right of payment (x) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year before the Withdrawal Date of the Withdrawn Partner in question and (y) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year after the Withdrawal Date of the Withdrawn Partner in question.



(h) If the aggregate reserves established by the General Partner as of the Settlement Date in making the foregoing calculations should prove, in the determination of the General Partner, to be excessive or inadequate, the General Partner may elect, but shall not be obligated, to pay the Withdrawn Partner or his or her estate such excess, or to charge the Withdrawn Partner or his or her estate such deficiency, as the case may be.

(i) Any amounts owed by the Withdrawn Partner to the Partnership or any of its Affiliates at any time on or after the Settlement Date (e.g., outstanding Partnership loans or advances to such Withdrawn Partner) shall be offset against any amounts payable or distributable by the Partnership to the Withdrawn Partner at any time on or after the Settlement Date or shall be paid by the Withdrawn Partner to the Partnership, in each case as determined by the General Partner. All cash amounts payable by a Withdrawn Partner to the Partnership under this Section 6.5 shall bear interest from the due date to the date of payment at a floating rate equal to the lesser of (x) the Prime Rate or (y) the maximum rate of interest permitted by applicable law. The “due date” of amounts payable by a Withdrawn Partner pursuant to Section 6.5(h) above shall be 120 days after a Withdrawn Partner’s Settlement Date. The “due date” of any amounts payable by a Withdrawn Partner shall be 60 days after the date such amounts are determined to be payable.

(j) At the time of the settlement of any Withdrawn Partner’s Interest in the Partnership pursuant to this Section 6.5, the General Partner may, to the fullest extent permitted by applicable law, impose any restrictions it deems appropriate on the assignment, pledge, encumbrance or other transfer by such Withdrawn Partner of any Interest retained by such Withdrawn Partner, any securities or other investments distributed in-kind to such Withdrawn Partner or such Withdrawn Partner’s right to any payment from the Partnership.

(k) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s Interest for Cause, then his or her Partner Interest shall be settled in accordance with paragraphs (a)-(o) of this Section 6.5; provided, however, that the General Partner may elect (but shall not be required) to determine that any amounts payable by the Partnership to the Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payments in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to or on or after the applicable date of payment or distribution.

(l) The payments to a Withdrawn Partner pursuant to this Section 6.5 may be conditioned on the compliance by such Withdrawn Partner with any lawful and reasonable (under the circumstances) restrictions against engaging or investing in a business competitive with that of the Partnership or any of its subsidiaries and Affiliates for a period not exceeding two years determined by the General Partner. Upon written notice to the General Partner, any Withdrawn Partner who is subject to noncompetition restrictions established by the General Partner pursuant to this paragraph (l) may elect to forfeit the principal amount payable in the final installment of his or her subordinated promissory note, together with interest to be accrued on such installment after the date of forfeiture, in lieu of being bound by such restrictions.

(m) In addition to the foregoing, the General Partner shall have the right to pay a Withdrawn Partner a discretionary additional payment in an amount and based upon such circumstances and conditions as it determines to be relevant.



(n) The provisions of this Section 6.5 shall apply to any Partner relating to a Partner and to any transferee of any interest of such Partner pursuant to Section 6.3 if such Partner Withdraws from the Partnership.

(o) The Partnership will assist a Withdrawn Partner or its estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or its estate.

(p) The Partnership may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the Partnership will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the Partnership will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(q) Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 6.5, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.

Section 6.6 Dissolution of the Partnership. The General Partner may dissolve the Partnership at any time on not less than 60 days' notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act, the Partners' respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Sections 5.7 and 6.5 which provide for allocations to the Capital Accounts of the Partners and distributions in accordance with the Capital Account balances of the Partners. The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Section 6.7 Certain Tax Matters. (a) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for federal, state and local income tax purposes in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code or other applicable law. To the extent Regulations promulgated pursuant to Subchapter K of the Code (including under Sections 704(b) and (c) of the Code) or other applicable law require allocations for tax purposes that differ from the foregoing allocations, the General Partner may determine the manner in which such tax allocations shall be made so as to comply more fully with such Regulations or other applicable law and, at the same time, preserve the economic relationships among the Partners as set forth in this Agreement. In the event there is a net decrease in partnership minimum gain or partner nonrecourse debt minimum gain (determined in accordance with the principles of Regulation Sections 1.704-2(d) and 1.704-2(i)) during any taxable year of the Partnership, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to its



respective share of such net decrease during such year, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i) (5). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). In addition, this Agreement shall be considered to contain a “qualified income offset” as provided in Regulations Section 1.704-1(b)(2)(ii)(d).

(b) Notwithstanding Section 6.7(a), if the Partnership realizes capital gains (including short-term capital gains) for federal income tax purposes (“gains”) for any fiscal year during or as of the end of which one or more Positive Basis Partners (as hereinafter defined) Withdraw from the Partnership pursuant to this Article VI, the General Partner may elect to allocate such gains as follows: (i) to allocate such gains among such Positive Basis Partners, pro rata in proportion to the respective Positive Basis (as hereinafter defined) of each such Positive Basis Partner, until either the full amount of such gains shall have been so allocated or the Positive Basis of each such Positive Basis Partner shall have been eliminated and (ii) to allocate any gains not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to this Agreement.

As used herein, (i) the term “Positive Basis” shall mean, with respect to any Partner and as of any time of calculation, the amount by which its aggregate Capital Account balance (determined in accordance with Section 5.2) as of such time exceeds its “adjusted tax basis,” for Federal income tax purposes, in its interest in the Partnership as of such time (determined without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer or assignment of such interest, including by reason of death, and without regard to such Partner’s share of the liabilities of the Partnership under Section 752 of the Code), and (ii) the term “Positive Basis Partner” shall mean any Partner who Withdraws from the Partnership and who has Positive Basis as of the effective date of its Withdrawal, but such Partner shall cease to be a Positive Basis Partner at such time as it shall have received allocations pursuant to clause (i) of the first paragraph of this Section 6.7(b) equal to its Positive Basis as of the effective date of its Withdrawal.

(c) The General Partner shall cause to be prepared all federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he or she shall not, unless he or she provides prior notice of such action to the Partnership, (i) treat, on his or her individual income tax returns, any item of income, gain, loss, deduction or credit relating to his or her interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such Partner for use in preparing his or her income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Partnership Representative (as defined below) shall be authorized to act for, and his or her decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Partnership Representative in connection therewith (including, without limitation, attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any



amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he or she provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Partnership Representative or with respect to any such amended return or claim for refund filed by the Partnership or the Partnership Representative or in any such administrative or judicial proceedings conducted by the Partnership or the Partnership Representative. The Partnership and each Partner shall designate any person selected by the General Partner as the "partnership representative" within the meaning of Section 6223(a) of the Code (the "Partnership Representative"). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 6.7 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees and disbursements, incident to any such breach or violation. Each person (for purposes of this Section 6.7(c), called a "Pass-Thru Partner") that holds or controls an interest as a Partner on behalf of, or for the benefit of, another person or persons, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person or persons, shall, within 30 days following receipt from the Partnership Representative of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Partnership holding such interests through such Pass-Thru Partner.

(d) Each individual Partner shall provide to the Partnership copies of each federal, state and local income tax return of such Partner (including any amendment thereof) within 30 days after filing such return.

(e) To the extent the General Partner reasonably determines that the Partnership (or any entity in which the Partnership holds an interest) is or may be required by law to withhold or to make tax payments, including interest and penalties on such amounts, on behalf of or with respect to any Partner, including pursuant to Section 6225 of the Code (“Tax Advances”), the General Partner may withhold or escrow such amounts or make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds upon dissolution of the Partnership otherwise payable to such Partnership. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions (whether before or upon dissolution of the Partnership) unreduced by the amount of such Tax Advance. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless all other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner. The obligations of a Partner set forth in this Section 6.7(d) shall survive the withdrawal of any Partner from the Partnership or any transfer of a Partner’s interest.

Section 6.8 Special Basis Adjustments. In connection with a distribution of Partnership property to a Partner or any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Code Section 754 and Regulation Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.



# ARTICLE VII

# MISCELLANEOUS

Section 7.1 Submission to Jurisdiction; Waiver of Jury Trial.

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision as well as any and all disputes arising out of, relating to or in connection with the termination, winding up or dissolution of the Partnership), whether arising during the existence of the Partnership or at or after its termination or during or after the winding up or dissolution of the Partnership shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A. in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within 30 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 7.1 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner's agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(C)(i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (C) OF THIS SECTION 7.1, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties' relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 7.1 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 7.1 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the "Delaware Arbitration Act"). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of



this Section 7.1, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 7.1. In that case, this Section 7.1 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 7.1 shall be construed to omit such invalid or unenforceable provision.

Section 7.2 Ownership and Use of the Blackstone Name. The Partnership acknowledges that Blackstone TM L.L.C. (“TM”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154, (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the Permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its Affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its partnership name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.

Section 7.3 Written Consent. Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

Section 7.4 Admission Letters: Schedules. The General Partner may, or may cause the Partnership to, enter or has previously entered into separate letter agreements or other agreements or undertakings, which may be in the form of electronic “acknowledgements” and similar arrangements and related materials posted or maintained on one or more web-based portals established by Blackstone (collectively, “Admission Letters”) with certain Partners with respect to capital contributions, Profit Sharing Percentages, benefits or any other matter. Notwithstanding anything in this Agreement to the contrary, each Partner’s interest in the Partnership shall be subject to repurchase rights and other terms as indicated in such Partner’s Admission Letter (or other writing between the General Partner and such Partner). The General Partner may from time to time execute and deliver to the Partners schedules which set forth the then current Capital Account balances and Profit Sharing Percentages of the Partners and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 7.5 Governing Law; Separability of Provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflict of laws. In particular, the Partnership has been formed pursuant to the Partnership Act, and the rights and liabilities of the Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby.



Section 7.6 Successors and Assigns. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner's heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement of any transferee of all or any portion of such Partner's or Withdrawn Partner's interest in the Partnership, unless waived by the General Partner. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns.

Section 7.7 Partner’s Will. Each Limited Partner and Withdrawn Partner shall include in his or her will a provision that addresses certain matters in respect of his or her obligation relating to the Partnership that is satisfactory to the General Partner, and each such Limited Partner and Withdrawn Partner shall confirm annually to the Partnership, in writing, that such provision remains in his or her current will. Where applicable, any estate planning trust of such Partner or Withdrawn Partner to which a portion of such Limited Partner’s or Withdrawn Partners’ Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust. In the event any Limited Partner or Withdrawn Partner fails to comply with the provisions of this Section 7.7 after the Partnership has notified such Limited Partner or Withdrawn Partner of his or her failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Limited Partner or Withdrawn Partner until the time at which such party complies with the requirements of this Section 7.7.

Section 7.8 Confidentiality: Restrictive Covenants. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership or the Funds that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. In addition, each Partner shall be subject to the restrictive covenants and other obligations set forth in such Partner’s Admission Letter. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any



Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Each Partner understands and acknowledges that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, a Partner shall not be required to give prior notice to (or get prior authorization from) Blackstone regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is any Partner authorized to disclose any information covered by Blackstone or its affiliates' attorney-client privilege or attorney work product or Blackstone's trade secrets without the prior written consent of Blackstone.

Section 7.9 Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy, email or similar writing) and shall be given by hand delivery (including any courier service) or telecopy or email to any Partner at its address, telecopy number or email address shown in the Partnership’s books and records or, if given to the General Partner or the Partnership, at the address of the Partnership provided herein or at the telecopy number or email address of the Partnership furnished to any Partner upon written request of such Partner. Each such notice shall be effective (i) if given by telecopy or email, upon dispatch, and (ii) if given by hand delivery, when delivered to the address of such Partner, the General Partner or the Partnership specified as aforesaid.

Section 7.10 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument.

Section 7.11 Power of Attorney. Each Partner (other than the General Partner) hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Agreement, including without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership or an amendment to this Agreement or may be required by this Agreement or by the laws of the United States of America, the State of Delaware or any other state in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, Total Disability or Incompetence of such Partner.

Section 7.12 Cumulative Remedies. Rights and remedies under this Agreement are cumulative and do not preclude use of other rights and remedies available under applicable law.

Section 7.13 Legal Fees. Except as more specifically provided herein, in the event of a legal dispute (including litigation, arbitration or mediation) between any Partner or Withdrawn Partner and the Partnership, arising in connection with any provision of this Agreement, the “losing” party to such dispute shall promptly reimburse the “victorious party” for all reasonable legal fees and expenses



incurred in connection with such dispute (such determination to be made by the relevant adjudicator). Any amounts due under this Section 7.13 shall be paid within 30 days of the date upon which such amounts are due to be paid and any amounts remaining unpaid after such date shall accrue interest at the Default Interest Rate.

Section 7.14 Modifications. Except as provided herein, this Agreement may be amended or modified at any time by the General Partner in its sole discretion upon notification thereof to the Limited Partners.

Section 7.15 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 7.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written. In the event that it is impracticable to obtain the signature of any of the Partners to this Agreement, this Agreement shall be binding among the other Partners executing the same.

GENERAL PARTNER:

Blackstone Holdings III, L.P.

By: Blackstone Holdings III GP L.P., its General Partner

By: Blackstone Holdings III GP Management L.L.C., its General Partner

By: /s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer and Secretary

LIMITED PARTNERS AND SPECIAL PARTNERS

All Limited Partners and Special Partners now and hereafter admitted pursuant to powers of attorney now and hereafter granted to Blackstone Holdings III L.P.

Blackstone Holdings III, L.P.

By: Blackstone Holdings III GP L.P., its General Partner

By: Blackstone Holdings III GP Management L.L.C., its General Partner

By: /s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer and Secretary

[Signature Page to Amended and Restated Limited Partnership Agreement of BREIT Special Limited Partner L.P.]



# THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# BX EQUITY AWARD

# DEFERRED HOLDINGS UNIT AGREEMENT

Participant:

Date of Grant:

Number of Deferred Units:

1. Grant of Deferred Units. The Company hereby grants the number of deferred units (the “Deferred Units”) listed above to the Participant (the “Award”), effective as of the Date of Grant on the terms and conditions hereinafter set forth in this agreement, including any appendix, exhibit or addendum hereto (the “Award Agreement”). This grant is made pursuant to the terms of The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended, modified or supplemented from time to time, the “Plan”), which is incorporated herein by reference and made a part of this Award Agreement. Each Deferred Unit represents the unfunded, unsecured right of the Participant to receive a Blackstone Holdings Partnership Unit on the delivery date(s) specified in Section 4 hereof.

2. Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) “Cause” shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator: (i) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (ii) any material breach of any rules or regulations of the Company or its Affiliates applicable to the Participant, (iii) Participant’s deliberate failure to perform his or her duties to the Company or its Affiliates, (iv) Participant’s committing to or engaging in any conduct or behavior that is or may be harmful to the Company or its Affiliates in a material way; (v) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or its Affiliates; or (vi) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that the Participant individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) the Participant’s ability to function as an employee of the Company or its Affiliates, taking into account the employment required of the Participant and the nature of the Company’s or its Affiliates’ business or (B) the business of the Company or its Affiliates.



(b) “Employment Agreement” shall mean the Senior Managing Director Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Holdings I L.P. (or any of its or the Company’s Affiliates) and the Participant.

(c) “Holdback Delivery Date” shall mean the second anniversary with respect to each Vesting Date (each such date, a “Scheduled Release Date”); provided, however, that if the Participant terminates Employment prior to any such Scheduled Release Date, then the Holdback Delivery Date applicable to all remaining Retention Units shall be the second anniversary of the date of the Participant’s termination of Employment.

(d) “Non-Competition, Non Solicitation and Confidentiality Agreement” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Company or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non-solicitation and/or confidentiality, in order to protect the business of the Company and its Affiliates.

(e) “Qualifying Event” shall mean, during the Participant’s Employment with the Company and its Affiliates, the Participant’s death, Disability or Retirement.

(f) “Retirement” shall mean the retirement of the Participant from his or her Employment with the Company and its Affiliates after (i) the Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates, or (ii) (x) the Participant’s age plus years of service with the Company and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service.

(g) “Retention Percentage” shall mean 25% of the vested units until the corresponding Holdback Delivery Date for each Vesting Date.

(h) “Retention Units” shall mean, on any given date, the Deferred Units that have become Vested Deferred Units and which are retained by the Company (along with the underlying Blackstone Holdings Partnership Units) in accordance with Section 4 hereof.

(i) “Vested Deferred Units” shall mean those Deferred Units which have become vested pursuant to Section 3 or otherwise pursuant to the Plan.

(j) “Vesting Dates” shall mean each of the First Vesting Date, the Second Vesting Date and the Third Vesting Date.

(k) “Vesting Reference Date” shall mean ___.



## 3. Vesting.

(a) Vesting – General. Subject to the Participant’s continued Employment with the Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as follows:

(i) ___ percent of the Deferred Units granted hereunder shall vest on the third anniversary of the Vesting Reference Date (the “First Vesting Date”); an additional ___% of the Deferred Units granted hereunder shall vest on the fourth anniversary of the Vesting Reference Date (the “Second Vesting Date”); and the remaining ___% of the Deferred Units granted hereunder shall vest on the fifth anniversary of the Vesting Reference Date (the “Third Vesting Date”).

## (b) Vesting – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Deferred Units granted hereunder shall vest (to the extent not previously vested) upon the date of such event.

(ii) Retirement. Upon the occurrence of a Qualifying Event on account of the Retirement of the Participant, (I) 50% of the then unvested Deferred Units shall remain eligible to vest upon each of the following scheduled Vesting Dates, and (II) all other unvested Deferred Units shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such unvested Deferred Units upon the date of such event; provided that if, following the Participant’s Retirement, the Participant breaches any applicable provision of the Non-Competition, Non-Solicitation and Confidentiality Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, the Participant’s Deferred Units which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting and delivery of the Deferred Units following Retirement, the Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement or otherwise engaged in any Competitive Activity.

(c) Vesting – Terminations. Except as otherwise set forth in Section 3(b), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the portion of the Award that has not yet vested pursuant to Section 3(a) or 3(b) hereof (or otherwise pursuant to the Plan) shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such portion of the Award as of the date of such termination.



## 4. Delivery.

(a) Delivery – General. The Company shall, on each applicable Vesting Date set forth below, deliver to the Participant the Blackstone Holdings Partnership Units underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company shall retain, as Retention Units (and withhold the corresponding underlying Blackstone Holdings Partnership Units with respect thereto) a number of Vested Deferred Units so that the aggregate number of Retention Units at such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. The Blackstone Holdings Partnership Units underlying Retention Units will be delivered to the Participant as and when, and to the extent that, the number of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Blackstone Holdings Partnership Units underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date.

<table><tr><td></td><td>Annual Vesting</td><td>Cumulative Vesting</td><td>Retention Percentage</td><td>Annual Delivery Percentage</td></tr><tr><td>First Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Second Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Third Vesting Date</td><td></td><td></td><td></td><td></td></tr></table>

## (b) Delivery – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant’s death or Disability, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered).

(ii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant’s Retirement, the Company shall, on each subsequent Vesting Date, deliver Blackstone Holdings Partnership Units to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s).



(c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the Company shall (i) within a reasonable time of such termination, deliver Blackstone Holdings Partnership Units to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), and (ii) deliver Blackstone Holdings Partnership Units to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), at which point the remaining Retention Units shall be delivered to the Participant.

(d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant’s Employment by the Company or any of its Affiliates for Cause or upon the Participant’s breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding Deferred Units (whether or not vested) and Retention Units shall immediately terminate and be forfeited without consideration and no further Blackstone Holdings Partnership Units with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs. Without limiting the foregoing, any Blackstone Holdings Partnership Units that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.

5. Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, (i) 100% of the Deferred Units granted hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the date of such Change in Control, and (ii) the Company shall deliver Blackstone Holdings Partnership Units to the Participant at the same times as would otherwise be delivered pursuant to Section 4(a); provided, however, if such Change in Control (or any subsequent Change in Control) would constitute “a change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Section 409A of the Code), the Company shall instead deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the then outstanding Deferred Units and Retention Units (to the extent not previously delivered) on or within 10 days following such Change in Control.

6. Distributions. If on any date while Deferred Units are outstanding hereunder any cash distributions shall be paid on the Blackstone Holdings Partnership Units (whether vested or unvested), the Participant shall be entitled to receive, as of such distribution date, a cash payment equal to the product of (a) the number of Deferred Units, if any, held by the Participant as of the related distribution date, multiplied by (b) the per Blackstone Holdings Partnership Unit amount of such cash distribution.



7. Adjustments Upon Certain Events. The Administrator shall, in its sole discretion, make certain substitutions or adjustments to any Retention Units or Deferred Units subject to this Award Agreement pursuant to Section 9 of the Plan.

8. No Right to Continued Employment. The granting of the Deferred Units evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

9. No Rights of a Holder of Blackstone Holdings Partnership Units. Except as otherwise provided herein, the Participant shall not have any rights as a holder of Blackstone Holdings Partnership Units until such Blackstone Holdings Partnership Units have been issued or transferred to the Participant.

10. Restrictions. Any Blackstone Holdings Partnership Units issued or transferred to the Participant pursuant to Section 4 of this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Blackstone Holdings Partnership Units are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the Administrator may cause a notation or notations to be entered into the books and records of the Company to make appropriate reference to such restrictions.

11. Transferability. Unless otherwise determined or approved by the Administrator, no Deferred Units or Retention Units may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 11 shall be void and unenforceable against the Company or any Affiliate.

12. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (including electronically) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by electronic means, by courier service, by fax, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

(a) If to the Company, to:

The Blackstone Group Inc.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax:

(b) If to the Participant, to the address appearing in the personnel records of the Company or any Affiliate.



13. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Award Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, including, without limitation, by reducing the number of Blackstone Holdings Partnership Units that would otherwise be transferred or issued pursuant to this Award Agreement. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to any vesting date or delivery date described herein to pay the applicable withholding taxes by remitting a check prior to the applicable vesting or delivery date.

14. Choice of Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the law of the State of New York.

15. Subject to Plan. By entering into this Award Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All Deferred Units, Retention Units and Blackstone Holdings Partnership Units issued or transferred with respect thereto are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Nature of Grant. By accepting the Deferred Units, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of Deferred Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Deferred Units or benefits in lieu of Deferred Units, even if Deferred Units have been granted in the past;

(c) all decisions with respect to future Deferred Units or other grants, if any, will be at the sole discretion of the Company;

(d) the Participant is voluntarily participating in the Plan;

(e) the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) unless otherwise agreed with the Company, the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any affiliate of the Company;



(g) the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, indemnification, pension or retirement or welfare benefits or similar payments, benefits or rights of any kind;

(h) the future value of the underlying Blackstone Holdings Partnership Units is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Deferred Units resulting from the Participant’s termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any); and

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date he or she is no longer actively providing services to the Company or an Affiliate or (ii) the date he or she receives notice of termination of Employment from the Company or Affiliate, and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Deferred Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units.

17. Non-U.S. and Country Specific Provisions. If the Participant resides in a country outside the United States or its territories, or is otherwise subject to the laws of a country other than the United States, the Deferred Units and any underlying Blackstone Holdings Partnership Units acquired under the Plan shall be subject to the additional terms and conditions set forth in Appendix A and to the terms and conditions set forth in Appendix B for the Participant’s country, if any. Moreover, if the Participant relocates outside the United States or its territories, the terms and conditions set forth in Appendices A and B will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.



18. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying Blackstone Holdings Partnership Units. The Participant should consult with his or her own tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

19. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

20. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach of this Award Agreement.

21. Entire Agreement. This Award Agreement contains the entire understanding between the parties with respect to the Deferred Units granted hereunder (including, without limitation, the vesting and delivery schedules described herein), and hereby replaces and supersedes any prior communication and arrangements between the Participant and the Company or any of its Affiliates with respect to the matters set forth herein and any other pre-existing economic or other arrangements between the Participant and the Company or any of its Affiliates.

22. Modifications. Notwithstanding any provision of this Award Agreement to the contrary, the Company reserves the right to modify the terms and conditions of this Award Agreement, including, without limitation, the timing or circumstances of the issuance or transfer of Blackstone Holdings Partnership Units to the Participant hereunder, to the extent such modification is determined by the Company to be necessary or advisable for legal or administrative reasons or to preserve the intended deferral of income recognition with respect to the Deferred Units and Retention Units until the issuance or transfer of Blackstone Holdings Partnership Units hereunder.



23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to current or future participation in the Plan by electronic means. Electronic delivery of a document to the Participant may be via a Company e-mail system, an online or electronic system established and maintained by a third party administrator of the Plan, or by reference to a location on a Company intranet site to which the Participant has access. The Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications), in connection with this and any other prior or future incentive award or program offered by the Company and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

24. Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.

## THE BLACKSTONE GROUP INC.

Name:

THE PARTICIPANT \( ^{1} \) 

Name:

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



# THE BLACKSTONE GROUP INC.
DEFERRED UNIT AGREEMENT

# ADDITIONAL TERMS AND CONDITIONS
FOR PARTICIPANTS OUTSIDE THE UNITED STATES

The following terms and conditions (where applicable) apply to Participants who reside outside the United States or its territories or who are otherwise subject to the laws of a country other than the United States.

1. Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement:

Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Deferred Units or any amounts due to the Participant pursuant to the settlement of the Deferred Units (in Blackstone Holdings Partnership Units or cash) or subsequent sale of underlying Blackstone Holdings Partnership Units acquired upon settlement.

2. Withholding. The following provisions supplement Section 13 of the main body of this Award Agreement:

The Participant acknowledges and agrees that, regardless of any action taken by the Company or the Affiliate employing the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Deferred Units and the Participant's participation in the Plan ("Tax-Related Items") is and remains the Participant's sole responsibility and may exceed the amount, if any, withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Units, including, but not limited to, the grant, vesting or settlement of the Deferred Units, the subsequent sale of Blackstone Holdings Partnership Units acquired pursuant to such settlement and the receipt of any distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. If the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges and agrees that the Company or Affiliate, as applicable, may be required to withhold or account for Tax-Related Items in more than one jurisdiction.



In addition to the withholding methods specified above in this Section 13, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the proceeds of the sale of Blackstone Holdings Partnership Units acquired at vesting of the Deferred Units through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) or (ii) any other method of withholding determined by the Company and permitted by applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Blackstone Holdings Partnership Units. If the obligation for Tax-Related Items is satisfied by withholding Blackstone Holdings Partnership Units that would otherwise be transferred or issued pursuant to this Award Agreement, for tax purposes, the Participant is deemed to have been issued the full number of Blackstone Holdings Partnership Units subject to the vested Deferred Units, notwithstanding that a number of the Blackstone Holdings Partnership Units are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue the Blackstone Holdings Partnership Units or deliver the proceeds of the sale of Blackstone Holdings Partnership Units if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

3. Data Privacy. For the purposes of complying with the General Data Protection Regulation (EU) 2016/679, relevant Participants will be provided with separate information in respect of the collection and processing of their personal data. For the purposes of the remainder of this clause 3 (of Appendix A) only, “Participant” means a Participant who resides outside of the European Union.

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Blackstone Holdings Partnership Units or directorships held in the Company, details of any entitlement to Blackstone Holdings Partnership Units awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).



The Participant understands that Data will be transferred to Merrill Lynch, Pierce, Fenner & Smith Incorporated or such other stock plan providers as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that those receiving the Data may be located in the United States or elsewhere, and that the applicable country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, as determined by the Company in its sole discretion. The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke his or her consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Deferred Units or other equity awards under the Plan, or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

4. Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of the Award Agreement. Furthermore, if the Participant receives this Award Agreement or any other document related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

5. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading and/or market abuse laws based on the exchange on which the Blackstone Holdings Partnership Units are listed and in applicable jurisdictions including the United States and the Participant’s country or the broker’s country, if different, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Blackstone Holdings Partnership Units or rights to Blackstone Holdings Partnership Units (e.g., Deferred Units) or rights linked to the value of Blackstone Holdings Partnership Units, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited



from (i) disclosing the inside information to any third party including colleagues of the Participant (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.

6. Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject to foreign asset and/or account reporting requirements and exchange control regulations which may affect his or her ability to acquire or hold Blackstone Holdings Partnership Units under the Plan or cash received from participating in the Plan (including from any distributions received or sale proceeds arising from the sale of Blackstone Holdings Partnership Units in a brokerage or bank account outside of the Participant's country. The Participant may also be required to repatriate sale proceeds or funds received as a result of his or her participation in the Plan to his or her country through a designated bank and/or broker within a certain time after receipt. In addition, the Participant may be subject to tax payments and/or other reporting obligations in connection with any income realized under the Plan, and for from the sale of the underlying Blackstone Holdings Partnership Units. The Participant acknowledges that he or she is responsible for ensuring compliance with any such requirements and is advised to consult with his or her personal legal advisors, as applicable, to ensure compliance.



# APPENDIX B
TO
THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
SPECIAL EQUITY AWARD

# DEFERRED UNIT AGREEMENT

# COUNTRY-SPECIFIC TERMS AND CONDITIONS

## Terms and Conditions

This Appendix B includes additional terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Agreement, including Appendix A. If the Participant is a citizen (or is considered as such for local purposes) of a country other than the country in which he or she is currently residing and/or working, or if he or she relocates to another country after the Deferred Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.

## Notifications

This Appendix B also includes information regarding securities law, exchange controls and certain other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date by the time he or she vests in the Deferred Units or sells Blackstone Holdings Partnership Units acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Participant’s particular situation.

Finally, if the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Participant relocates to another country after the Deferred Units are granted, the notifications contained herein may not be applicable to him or her in the same manner.



## AUSTRALIA

## Notifications

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Deferred Units granted in accordance with the terms and conditions of the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

## BRAZIL

## Terms and Conditions

Compliance with Law. By accepting the Deferred Units, the Participant acknowledges that he or she will comply with applicable Brazilian laws and pay any applicable Tax-Related Items associated with the vesting and settlement of the Deferred Units and the sale of Blackstone Holdings Partnership Units under the Plan.

Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that (i) the grant of Deferred Units is not part of normal or expected compensation for any reason whatsoever and will have no impact on Participant’s Employment or service relationship, (ii) the underlying Blackstone Holdings Partnership Units will be issued to the Participant only if the vesting conditions are met, and (iii) the value of the underlying Blackstone Holdings Partnership Units is not fixed and may increase or decrease without compensation to the Participant.

## Notifications

Foreign Asset/Account Reporting Information. If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Blackstone Holdings Partnership Units acquired under the Plan. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

## CANADA

## Terms and Conditions

Delivery. Notwithstanding any discretion contained in Section 8 of the Plan, the grant of Deferred Units does not provide any right for the Participant to receive a cash payment and as provided in Section 4 of the main body of this Award Agreement, Vested Deferred Units will be satisfied through the delivery of Blackstone Holdings Partnership Units.



Termination of Employment. The following provision replaces Section 16(j) of the main body of this Award Agreement:

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date of the Participant’s termination of Employment or (ii) the date the Participant is no longer actively providing service (regardless of any notice period or period of pay in lieu of such notice required under applicable Canadian employment laws (including, but not limited to statutory law, regulatory law and/or common law)). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units (including whether the Participant may still be considered to be providing services while on a leave of absence).

## Notifications

Securities Law Information. The Participant is permitted to sell Blackstone Holdings Partnership Units under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Blackstone Holdings Partnership Units place outside of Canada through the facilities of a stock exchange on which the Blackstone Holdings Partnership Units are listed (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. Canadian resident Participants are required to report any specified foreign property on form T1135 (Foreign Income Verification Statement) if the total value of the specified foreign property exceeds C$ 100,000 at any time in the year. Specified foreign property includes Blackstone Holdings Partnership Units acquired under the Plan, and may include the Deferred Units. The Deferred Units must be reported (generally at a nil cost) if the C$ 100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Blackstone Holdings Partnership Units are acquired, their cost generally is the adjusted cost base (“ACB”) of the Blackstone Holdings Partnership Units. The ACB ordinarily would equal the fair market value of the Blackstone Holdings Partnership Units at the time of acquisition, but if the Participant owns other Blackstone Holdings Partnership Units, this ACB may have to be averaged with the ACB of the other Blackstone Holdings Partnership Units. The form must be filed by April 30 of the following year. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable reporting obligations.

## CHINA

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.



## Terms and Conditions

Delivery. Notwithstanding Section 4 of this Award Agreement, delivery of Blackstone Holdings Partnership Units is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion. If or to the extent the Company is unable to complete the registration or maintain the registration, no Blackstone Holdings Partnership Units subject to the Deferred Units for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any Deferred Units in cash paid through local payroll in an amount equal to the fair market value of the Blackstone Holdings Partnership Units on the settlement date, subject to the Deferred Units less any Tax-Related Items.

Exchange Control Restrictions. Exchange control restrictions apply to the remittance of funds into and out of China. In the event that Blackstone Holdings Partnership Units are delivered upon settlement of the Deferred Units, the Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of Blackstone Holdings Partnership Units and any cash distributions paid on such Blackstone Holdings Partnership Units to China. The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and the Participant hereby consents and agrees that any proceeds from the sale of Blackstone Holdings Partnership Units or any cash distributions paid on such Blackstone Holdings Partnership Units may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Blackstone Holdings Partnership Units are sold or distributions are received and the time the proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.



## DENMARK

## Terms and Conditions

Exclusion from Termination Indemnities and Other Benefits. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

In accepting the Deferred Units, the Participant acknowledges that he or she understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.

## Notifications

Foreign Asset/Account Reporting Information. The prior rules that required the Participant to submit certain forms (Declaration V and Declaration K) to the Danish Tax Authorities reporting Blackstone Holdings Partnership Units held in foreign bank or brokerage accounts and deposit accounts with a foreign bank were eliminated as of January 1, 2019. Please note, however, that the Participant is required to report the foreign bank/brokerage accounts and their deposits and Blackstone Holdings Partnership Units held in foreign bank or brokerage accounts on his or her personal tax return under the section on foreign affairs and income.

## FRANCE

## Terms and Conditions

Language Consent. By Accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of these documents accordingly.

Consentement relatif à la réception d'informations en langue anglaise. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l'attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

## Notifications

Foreign Asset/Account Reporting Information. The Participant may hold Blackstone Holdings Partnership Units acquired under the Plan provided the Participant declares all foreign bank and brokerage accounts (including accounts opened or closed during the tax year) in the Participant’s tax return. Failure to comply could trigger significant penalties.



## GERMANY

## Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, he or she must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de).

Foreign Asset/Account Reporting Information. German residents holding Blackstone Holdings Partnership Units must notify their local tax office of the acquisition of Blackstone Holdings Partnership Units when they file their tax returns for the relevant year if the value of the Blackstone Holdings Partnership Units exceeds €150,000 or in the unlikely event that the resident holds Blackstone Holdings Partnership Units exceeding 10% of the Company’s capital.

## HONG KONG

## Terms and Conditions

Restrictions on Sale of Blackstone Holdings Partnership Units. Any Blackstone Holdings Partnership Units received at vesting are accepted as a personal investment. In the event the Deferred Units vest and Blackstone Holdings Partnership Units are issued to the Participant within six months of the Date of Grant, the Participant agrees that he or she will not sell any Blackstone Holdings Partnership Units acquired prior to the six month anniversary of the Date of Grant.

## Notifications

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, he or she should obtain independent professional advice. Neither the grant of the Deferred Units nor the issuance of underlying Blackstone Holdings Partnership Units upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and any Affiliate. This Award Agreement, the Plan and other incidental communication materials distributed in connection with the Deferred Units (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or any Affiliate and may not be distributed to any other person.

## INDIA

## Notifications

Exchange Control Information. Indian residents must repatriate any proceeds from the sale of Blackstone Holdings Partnership Units acquired under the Plan or the receipt of any distributions paid on such Blackstone Holdings Partnership Units to India and convert the proceeds into local currency within a certain period after receipt (90 days for sale proceeds and 180 days for distributions, or such other period of time as may be required under



applicable regulations). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant acknowledges that it is the Participant’s sole responsibility to comply with the applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including Blackstone Holdings Partnership Units held outside of India) in their annual tax returns. The Participant is responsible for complying with this reporting obligation and should consult with his or her personal tax advisor in this regard.

## IRELAND

## Terms and Conditions

Nature of Grant. The following provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that any Deferred Units granted to him or her by the Company are separate from any compensation or employment benefits offered to the Participant by the Employer, and that the Deferred Units shall not be considered employment-related compensation for any purposes, including any severance or termination payment made to the Participant by the Employer as a result of his or her termination of Employment.

## ITALY

## Terms and Conditions

Grant Terms Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received and reviewed the Plan and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan and this Award Agreement. The Participant further acknowledges that he or she has specifically read and expressly approves the following provisions of this Award Agreement: Sections 3, 4, 13, 14, 22 and section 3 of Appendix A.

## Notifications

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Blackstone Holdings Partnership Units) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Participant should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.



## JAPAN

## Notifications

Foreign Asset/Account Reporting Information. The Participant is required to report the details of any assets held outside of Japan (including Blackstone Holdings Partnership Units acquired under the Plan as of December 31), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to his or her personal situation.

## LUXEMBOURG

There are no country-specific provisions.

## MEXICO

Labor Law Acknowledgment. These provisions supplement Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant understands and agrees that: (i) the Deferred Units are not related to the salary or other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s Employment.

In addition, by signing below, the Participant further acknowledges having read and specifically and expressly approved the terms and conditions in this Award Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Affiliates are not responsible for any decrease in the value of the underlying Blackstone Holdings Partnership Units.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend and discontinue the Plan at any time, pursuant to the terms of the Plan, without any liability to the Participant.

The Company, with registered offices at 345 Park Avenue, New York, NY 10154, U.S., is solely responsible for the administration of the Plan and participation in the Plan. The acquisition of Blackstone Holdings Partnership Units does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a solely commercial basis and his or her sole employer is BX Real Estate Mexico Sociedad Civil.

Finally, the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and he or she therefore grants a full and broad release to the Employer, the Company and its other Affiliates with respect to any claim that may arise under or in relation to the Plan.



Plan Document Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received a copy of the Plan, having reviewed the Plan and this Award Agreement in their entirety and fully understood and accepted all provisions of the Plan and the Award Agreement.

## Spanish Translation

Reconocimiento de la Ley Laboral: Estas disposiciones complementan la Sección 16 del cuerpo principal de este Convenio del Otorgamiento y la Sección 1 del Apéndice A:

Al aceptar las Unidades Diferidas, el Participante reconoce y acepta que: (i) las Unidades Diferidas no se encuentran relacionadas con el salario ni con otras prestaciones contractuales concedidas al Participante por parte del Empleador; y (ii) cualquier modificación del Plan o la terminación del mismo no constituye un cambio o impedimento de los términos y condiciones del Empleo del Participante.

Adicionalmente, al firmar el presente documento, el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en este Convenio del Otorgamiento, en los cuales se encuentran claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Sociedad de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Sociedad, así como sus Afiliadas no son responsables por cualquier disminución en el valor de las Unidades Comunes subyacentes.

Declaración de Política. La invitación por parte de la Sociedad bajo el Plan es unilateral y discrecional y, por lo tanto, la Sociedad se reserva el derecho absoluto de modificar y discontinuar el Plan en cualquier tiempo, de acuerdo con los términos del Plan, sin ninguna responsabilidad hacia el Participante.

La Sociedad, con oficinas registradas ubicadas en 345 Park Avenue, New York, NY, 10154, EE.UU., es la única responsable por la administración del Plan y de la participación en el mismo. La adquisición de Unidades Comunes no establece de forma alguna, una relación laboral entre el Participante y la Sociedad, ya que la participación en el Plan es completamente comercial y el único patrón es BX Real Estate México Sociedad Civil.

Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Sociedad por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, la Sociedad y sus otras Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Reconocimiento de Documentos del Plan. Al aceptar las Unidades Diferidas, el Participante reconoce que ha recibido una copia del Plan, que ha revisado el Plan y este Convenio del Otorgamiento en su totalidad, y que los ha entendido completamente y acepta todas las disposiciones contenidas en el Pan y en el Convenio del Otorgamiento.



## SINGAPORE

## Terms and Conditions

Restrictions on Sale and Transferability. The Participant hereby agrees that any Blackstone Holdings Partnership Units acquired will not be offered for sale in Singapore prior to the six month anniversary of the Date of Grant, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

## Notifications

Securities Law Information. The grant is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to the Participant with a view to the Deferred Units or the Blackstone Holdings Partnership Units being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer/Director Notification Obligation. If the Participant is the chief executive officer (“CEO”) or a director, associate director or shadow director of a Singaporean affiliate of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Directors and CEOs must notify the Singaporean affiliate in writing of an interest (e.g., Deferred Units, Blackstone Holdings Partnership Units) in the Company or any related affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Blackstone Holdings Partnership Units are sold), or (iii) becoming a director / CEO.

## SOUTH KOREA

## Notifications

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.



## SPAIN

## Terms and Conditions

No Entitlement or Claims for Compensation. By accepting the grant, the Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan document.

The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Deferred Units under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate, on an ongoing basis, other than as expressly set forth in this Award Agreement. Consequently, the Participant understands that the grant is given on the assumption and condition that the Deferred Units or underlying Blackstone Holdings Partnership Units acquired upon vesting shall not become part of any employment or other service contract (whether with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Deferred Units shall be null and void.

Further, the vesting of the Deferred Units is expressly conditioned on the Participant’s continued and active rendering of service, such that if the Participant’s Employment terminates the Deferred Units cease vesting immediately effective on the date of the Participant’s termination of Employment, unless otherwise provided in this Award Agreement. This will be the case if the Participant’s Employment terminates for any reason including, but not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

## Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of Deferred Units under the Plan. The Plan and this Award Agreement, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.



Exchange Control Information. The Participant must declare the acquisition, ownership and disposition of Blackstone Holdings Partnership Units to the Spanish Dirección General de Comercio e Inversiones ("DGCI") of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration must be made in January for Blackstone Holdings Partnership Units owned as of December 31 of the prior year and/or Blackstone Holdings Partnership Units acquired or disposed of during the prior year; however, if the value of the Blackstone Holdings Partnership Units acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board), the declaration must be filed within one month of the acquisition or disposition, as applicable.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Blackstone Holdings Partnership Units acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Blackstone Holdings Partnership Units made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds rights or assets (e.g., cash or Blackstone Holdings Partnership Units held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 of if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

## UNITED ARAB EMIRATES

## Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

The Participant acknowledges that the Deferred Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Deferred Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.



## Notifications

Securities Law Information. The grant of Deferred Units is being offered only to eligible individuals under the Plan and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying the documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or this Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

## UNITED KINGDOM

## Terms and Conditions

Withholding. The following provisions further supplement Section 13 of this Award Agreement:

Without limitation to any provision of the Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty's Revenue & Customs ("HRMC") (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant's behalf to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, in the event that the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Participant understands that he or she may not be able to indemnify the Company for the amount of any income tax not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the income tax not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any National Insurance contributions due on this additional benefit, which may also be recovered from the Participant at any time by any of the means referred to in this Section 13.



# THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# BX EQUITY AWARD

# DEFERRED HOLDINGS UNIT AGREEMENT

Participant:

Date of Grant:

Number of Deferred Units:

1. Grant of Deferred Units. The Company hereby grants the number of deferred units (the "Deferred Units") listed above to the Participant (the "Award"), effective as of the Date of Grant on the terms and conditions hereinafter set forth in this agreement, including any appendix, exhibit or addendum hereto (the "Award Agreement"). This grant is made pursuant to the terms of The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended, modified or supplemented from time to time, the "Plan"), which is incorporated herein by reference and made a part of this Award Agreement. Each Deferred Unit represents the unfunded, unsecured right of the Participant to receive a Blackstone Holdings Partnership Unit on the delivery date(s) specified in Section 4 hereof.

2. Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) “Cause” shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator: (i) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (ii) any material breach of any rules or regulations of the Company or its Affiliates applicable to the Participant, (iii) Participant’s deliberate failure to perform his or her duties to the Company or its Affiliates, (iv) Participant’s committing to or engaging in any conduct or behavior that is or may be harmful to the Company or its Affiliates in a material way; (v) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or its Affiliates; or (vi) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that the Participant individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) the Participant’s ability to function as an employee of the Company or its Affiliates, taking into account the employment required of the Participant and the nature of the Company’s or its Affiliates’ business or (B) the business of the Company or its Affiliates.



(b) “Employment Agreement” shall mean the Senior Managing Director Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Holdings I L.P. (or any of its or the Company’s Affiliates) and the Participant.

(c) “Holdback Delivery Date” shall mean the second anniversary with respect to each Vesting Date (each such date, a “Scheduled Release Date”); provided, however, that if the Participant terminates Employment prior to any such Scheduled Release Date, then the Holdback Delivery Date applicable to all remaining Retention Units shall be the second anniversary of the date of the Participant’s termination of Employment.

(d) “Involuntary Termination” shall mean the Company and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant’s Disability).

(e) “Non-Competition, Non Solicitation and Confidentiality Agreement” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Company or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non-solicitation and/or confidentiality, in order to protect the business of the Company and its Affiliates.

(f) “Qualifying Event” shall mean, during the Participant’s Employment with the Company and its Affiliates, the Participant’s death, Disability or Retirement.

(g) “Retirement” shall mean the retirement of the Participant from his or her Employment with the Company and its Affiliates after (i) the Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates, or (ii) (x) the Participant’s age plus years of service with the Company and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service.

(h) “Retention Percentage” shall mean 25% of the vested units until the corresponding Holdback Delivery Date for each Vesting Date.

(i) “Retention Units” shall mean, on any given date, the Deferred Units that have become Vested Deferred Units and which are retained by the Company (along with the underlying Blackstone Holdings Partnership Units) in accordance with Section 4 hereof.

(j) “Vested Deferred Units” shall mean those Deferred Units which have become vested pursuant to Section 3 or otherwise pursuant to the Plan.



(k) “Vesting Dates” shall mean each of the First Vesting Date, the Second Vesting Date and the Third Vesting Date.

(I) “Vesting Reference Date” shall mean ___.

## 3. Vesting.

(a) Vesting – General. Subject to the Participant’s continued Employment with the Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as follows:

(i) ___ percent of the Deferred Units granted hereunder shall vest on the third anniversary of the Vesting Reference Date (the “First Vesting Date”); an additional ___% of the Deferred Units granted hereunder shall vest on the fourth anniversary of the Vesting Reference Date (the “Second Vesting Date”); and the remaining ___% of the Deferred Units granted hereunder shall vest on the fifth anniversary of the Vesting Reference Date (the “Third Vesting Date”).

## (b) Vesting – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Deferred Units granted hereunder shall vest (to the extent not previously vested) upon the date of such event.

(ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on account of the Involuntary Termination of the Participant, 100% of the Deferred Units grants hereunder shall vest (to the extent not previously vested) upon the date of such event.

(iii) Retirement. Upon the occurrence of a Qualifying Event on account of the Retirement of the Participant, (I) 50% of the then unvested Deferred Units shall remain eligible to vest upon each of the following scheduled Vesting Dates, and (II) all other unvested Deferred Units shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such unvested Deferred Units upon the date of such event; provided that if, following the Participant’s Retirement, the Participant breaches any applicable provision of the Non-Competition, Non-Solicitation and Confidentiality Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, the Participant’s Deferred Units which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting and delivery of the Deferred Units following Retirement, the Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement or otherwise engaged in any Competitive Activity.



(c) Vesting – Terminations. Except as otherwise set forth in Section 3(b), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the portion of the Award that has not yet vested pursuant to Section 3(a) or 3(b) hereof (or otherwise pursuant to the Plan) shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such portion of the Award as of the date of such termination.

## 4. Delivery.

(a) Delivery – General. The Company shall, on each applicable Vesting Date set forth below, deliver to the Participant the Blackstone Holdings Partnership Units underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company shall retain, as Retention Units (and withhold the corresponding underlying Blackstone Holdings Partnership Units with respect thereto) a number of Vested Deferred Units so that the aggregate number of Retention Units at such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. The Blackstone Holdings Partnership Units underlying Retention Units will be delivered to the Participant as and when, and to the extent that, the number of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Blackstone Holdings Partnership Units underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date.

<table><tr><td></td><td>Annual Vesting</td><td>Cumulative Vesting</td><td>Retention Percentage</td><td>Annual Delivery Percentage</td></tr><tr><td>First Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Second Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Third Vesting Date</td><td></td><td></td><td></td><td></td></tr></table>

(b) Delivery – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant’s death or Disability, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered).



(ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on the account of the Participant’s Involuntary Termination, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on that date; provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses.

(iii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant’s Retirement, the Company shall, on each subsequent Vesting Date, deliver Blackstone Holdings Partnership Units to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s).

(c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the Company shall (i) within a reasonable time of such termination, deliver Blackstone Holdings Partnership Units to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), and (ii) deliver Blackstone Holdings Partnership Units to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), at which point the remaining Retention Units shall be delivered to the Participant.

(d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant’s Employment by the Company or any of its Affiliates for Cause or upon the Participant’s breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding Deferred Units (whether or not vested) and Retention Units shall immediately terminate and be forfeited without consideration and no further Blackstone Holdings Partnership Units with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs. Without limiting the foregoing, any Blackstone Holdings Partnership Units that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.

5. Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, (i) 100% of the Deferred Units granted hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the date of such Change in Control, and (ii) the Company shall deliver Blackstone Holdings Partnership Units



to the Participant at the same times as would otherwise be delivered pursuant to Section 4(a); provided, however, if such Change in Control (or any subsequent Change in Control) would constitute “a change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Section 409A of the Code), the Company shall instead deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the then outstanding Deferred Units and Retention Units (to the extent not previously delivered) on or within 10 days following such Change in Control.

6. Distributions. If on any date while Deferred Units are outstanding hereunder any cash distributions shall be paid on the Blackstone Holdings Partnership Units (whether vested or unvested), the Participant shall be entitled to receive, as of such distribution date, a cash payment equal to the product of (a) the number of Deferred Units, if any, held by the Participant as of the related distribution date, multiplied by (b) the per Blackstone Holdings Partnership Unit amount of such cash distribution.

7. Adjustments Upon Certain Events. The Administrator shall, in its sole discretion, make certain substitutions or adjustments to any Retention Units or Deferred Units subject to this Award Agreement pursuant to Section 9 of the Plan.

8. No Right to Continued Employment. The granting of the Deferred Units evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

9. No Rights of a Holder of Blackstone Holdings Partnership Units. Except as otherwise provided herein, the Participant shall not have any rights as a holder of Blackstone Holdings Partnership Units until such Blackstone Holdings Partnership Units have been issued or transferred to the Participant.

10. Restrictions. Any Blackstone Holdings Partnership Units issued or transferred to the Participant pursuant to Section 4 of this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Blackstone Holdings Partnership Units are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the Administrator may cause a notation or notations to be entered into the books and records of the Company to make appropriate reference to such restrictions.

11. Transferability. Unless otherwise determined or approved by the Administrator, no Deferred Units or Retention Units may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 11 shall be void and unenforceable against the Company or any Affiliate.



12. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (including electronically) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by electronic means, by courier service, by fax, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

(a) If to the Company, to:

The Blackstone Group Inc.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax:

(b) If to the Participant, to the address appearing in the personnel records of the Company or any Affiliate.

13. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Award Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, including, without limitation, by reducing the number of Blackstone Holdings Partnership Units that would otherwise be transferred or issued pursuant to this Award Agreement. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to any vesting date or delivery date described herein to pay the applicable withholding taxes by remitting a check prior to the applicable vesting or delivery date.

14. Choice of Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the law of the State of New York.

15. Subject to Plan. By entering into this Award Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All Deferred Units, Retention Units and Blackstone Holdings Partnership Units issued or transferred with respect thereto are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Nature of Grant. By accepting the Deferred Units, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;



(b) the grant of Deferred Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Deferred Units or benefits in lieu of Deferred Units, even if Deferred Units have been granted in the past;

(c) all decisions with respect to future Deferred Units or other grants, if any, will be at the sole discretion of the Company;

(d) the Participant is voluntarily participating in the Plan;

(e) the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) unless otherwise agreed with the Company, the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any affiliate of the Company;

(g) the Deferred Units and the underlying Blackstone Holdings Partnership Units, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, indemnification, pension or retirement or welfare benefits or similar payments, benefits or rights of any kind;

(h) the future value of the underlying Blackstone Holdings Partnership Units is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Deferred Units resulting from the Participant’s termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any); and

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date he or she is no longer actively providing services to the Company or an Affiliate or (ii) the date he or she receives notice of termination of Employment from the Company or Affiliate, and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Deferred Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units.



17. Non-U.S. and Country Specific Provisions. If the Participant resides in a country outside the United States or its territories, or is otherwise subject to the laws of a country other than the United States, the Deferred Units and any underlying Blackstone Holdings Partnership Units acquired under the Plan shall be subject to the additional terms and conditions set forth in Appendix A and to the terms and conditions set forth in Appendix B for the Participant’s country, if any. Moreover, if the Participant relocates outside the United States or its territories, the terms and conditions set forth in Appendices A and B will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

18. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying Blackstone Holdings Partnership Units. The Participant should consult with his or her own tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

19. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

20. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach of this Award Agreement.

21. Entire Agreement. This Award Agreement contains the entire understanding between the parties with respect to the Deferred Units granted hereunder (including, without limitation, the vesting and delivery schedules described herein), and hereby replaces and supersedes any prior communication and arrangements between the Participant and the Company or any of its Affiliates with respect to the matters set forth herein and any other pre-existing economic or other arrangements between the Participant and the Company or any of its Affiliates.

22. Modifications. Notwithstanding any provision of this Award Agreement to the contrary, the Company reserves the right to modify the terms and conditions of this Award Agreement, including, without limitation, the timing or circumstances of the issuance or transfer of Blackstone Holdings Partnership Units to the Participant hereunder, to the extent such modification is determined by the Company to be necessary or advisable for legal or administrative reasons or to preserve the intended deferral of income recognition with respect to the Deferred Units and Retention Units until the issuance or transfer of Blackstone Holdings Partnership Units hereunder.



23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to current or future participation in the Plan by electronic means. Electronic delivery of a document to the Participant may be via a Company e-mail system, an online or electronic system established and maintained by a third party administrator of the Plan, or by reference to a location on a Company intranet site to which the Participant has access. The Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications), in connection with this and any other prior or future incentive award or program offered by the Company and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

24. Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.

## THE BLACKSTONE GROUP INC.

Name:

THE PARTICIPANT \( ^{1} \) 

Name:

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



# THE BLACKSTONE GROUP INC.
DEFERRED UNIT AGREEMENT

# ADDITIONAL TERMS AND CONDITIONS
FOR PARTICIPANTS OUTSIDE THE UNITED STATES

The following terms and conditions (where applicable) apply to Participants who reside outside the United States or its territories or who are otherwise subject to the laws of a country other than the United States.

1. Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement:

Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Deferred Units or any amounts due to the Participant pursuant to the settlement of the Deferred Units (in Blackstone Holdings Partnership Units or cash) or subsequent sale of underlying Blackstone Holdings Partnership Units acquired upon settlement.

2. Withholding. The following provisions supplement Section 13 of the main body of this Award Agreement:

The Participant acknowledges and agrees that, regardless of any action taken by the Company or the Affiliate employing the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Deferred Units and the Participant's participation in the Plan ("Tax-Related Items") is and remains the Participant's sole responsibility and may exceed the amount, if any, withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Units, including, but not limited to, the grant, vesting or settlement of the Deferred Units, the subsequent sale of Blackstone Holdings Partnership Units acquired pursuant to such settlement and the receipt of any distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. If the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges and agrees that the Company or Affiliate, as applicable, may be required to withhold or account for Tax-Related Items in more than one jurisdiction.



In addition to the withholding methods specified above in this Section 13, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by (i) withholding from the proceeds of the sale of Blackstone Holdings Partnership Units acquired at vesting of the Deferred Units through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) or (ii) any other method of withholding determined by the Company and permitted by applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Blackstone Holdings Partnership Units. If the obligation for Tax-Related Items is satisfied by withholding Blackstone Holdings Partnership Units that would otherwise be transferred or issued pursuant to this Award Agreement, for tax purposes, the Participant is deemed to have been issued the full number of Blackstone Holdings Partnership Units subject to the vested Deferred Units, notwithstanding that a number of the Blackstone Holdings Partnership Units are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue the Blackstone Holdings Partnership Units or deliver the proceeds of the sale of Blackstone Holdings Partnership Units if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

3. Data Privacy. For the purposes of complying with the General Data Protection Regulation (EU) 2016/679, relevant Participants will be provided with separate information in respect of the collection and processing of their personal data. For the purposes of the remainder of this clause 3 (of Appendix A) only, “Participant” means a Participant who resides outside of the European Union.

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Blackstone Holdings Partnership Units or directorships held in the Company, details of any entitlement to Blackstone Holdings Partnership Units awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).



The Participant understands that Data will be transferred to Merrill Lynch, Pierce, Fenner & Smith Incorporated or such other stock plan providers as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that those receiving the Data may be located in the United States or elsewhere, and that the applicable country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, as determined by the Company in its sole discretion. The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke his or her consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Deferred Units or other equity awards under the Plan, or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

4. Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of the Award Agreement. Furthermore, if the Participant receives this Award Agreement or any other document related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

5. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading and/or market abuse laws based on the exchange on which the Blackstone Holdings Partnership Units are listed and in applicable jurisdictions including the United States and the Participant’s country or the broker’s country, if different, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Blackstone Holdings Partnership Units or rights to Blackstone Holdings Partnership Units (e.g., Deferred Units) or rights linked to the value of Blackstone Holdings Partnership Units, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited



from (i) disclosing the inside information to any third party including colleagues of the Participant (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.

6. Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject to foreign asset and/or account reporting requirements and exchange control regulations which may affect his or her ability to acquire or hold Blackstone Holdings Partnership Units under the Plan or cash received from participating in the Plan (including from any distributions received or sale proceeds arising from the sale of Blackstone Holdings Partnership Units in a brokerage or bank account outside of the Participant's country. The Participant may also be required to repatriate sale proceeds or funds received as a result of his or her participation in the Plan to his or her country through a designated bank and/or broker within a certain time after receipt. In addition, the Participant may be subject to tax payments and/or other reporting obligations in connection with any income realized under the Plan, and for from the sale of the underlying Blackstone Holdings Partnership Units. The Participant acknowledges that he or she is responsible for ensuring compliance with any such requirements and is advised to consult with his or her personal legal advisors, as applicable, to ensure compliance.



# APPENDIX B
TO
THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# SPECIAL EQUITY AWARD

# DEFERRED UNIT AGREEMENT

# COUNTRY-SPECIFIC TERMS AND CONDITIONS

## Terms and Conditions

This Appendix B includes additional terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Agreement, including Appendix A. If the Participant is a citizen (or is considered as such for local purposes) of a country other than the country in which he or she is currently residing and/or working, or if he or she relocates to another country after the Deferred Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.

## Notifications

This Appendix B also includes information regarding securities law, exchange controls and certain other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date by the time he or she vests in the Deferred Units or sells Blackstone Holdings Partnership Units acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Participant’s particular situation.

Finally, if the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Participant relocates to another country after the Deferred Units are granted, the notifications contained herein may not be applicable to him or her in the same manner.



## AUSTRALIA

## Notifications

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Deferred Units granted in accordance with the terms and conditions of the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

## BRAZIL

## Terms and Conditions

Compliance with Law. By accepting the Deferred Units, the Participant acknowledges that he or she will comply with applicable Brazilian laws and pay any applicable Tax-Related Items associated with the vesting and settlement of the Deferred Units and the sale of Blackstone Holdings Partnership Units under the Plan.

Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that (i) the grant of Deferred Units is not part of normal or expected compensation for any reason whatsoever and will have no impact on Participant’s Employment or service relationship, (ii) the underlying Blackstone Holdings Partnership Units will be issued to the Participant only if the vesting conditions are met, and (iii) the value of the underlying Blackstone Holdings Partnership Units is not fixed and may increase or decrease without compensation to the Participant.

## Notifications

Foreign Asset/Account Reporting Information. If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Blackstone Holdings Partnership Units acquired under the Plan. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

## CANADA

## Terms and Conditions

Delivery. Notwithstanding any discretion contained in Section 8 of the Plan, the grant of Deferred Units does not provide any right for the Participant to receive a cash payment and as provided in Section 4 of the main body of this Award Agreement, Vested Deferred Units will be satisfied through the delivery of Blackstone Holdings Partnership Units.



Termination of Employment. The following provision replaces Section 16(j) of the main body of this Award Agreement:

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date of the Participant’s termination of Employment or (ii) the date the Participant is no longer actively providing service (regardless of any notice period or period of pay in lieu of such notice required under applicable Canadian employment laws (including, but not limited to statutory law, regulatory law and/or common law)). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units (including whether the Participant may still be considered to be providing services while on a leave of absence).

## Notifications

Securities Law Information. The Participant is permitted to sell Blackstone Holdings Partnership Units under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Blackstone Holdings Partnership Units place outside of Canada through the facilities of a stock exchange on which the Blackstone Holdings Partnership Units are listed (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. Canadian resident Participants are required to report any specified foreign property on form T1135 (Foreign Income Verification Statement) if the total value of the specified foreign property exceeds C$ 100,000 at any time in the year. Specified foreign property includes Blackstone Holdings Partnership Units acquired under the Plan, and may include the Deferred Units. The Deferred Units must be reported (generally at a nil cost) if the C$ 100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Blackstone Holdings Partnership Units are acquired, their cost generally is the adjusted cost base (“ACB”) of the Blackstone Holdings Partnership Units. The ACB ordinarily would equal the fair market value of the Blackstone Holdings Partnership Units at the time of acquisition, but if the Participant owns other Blackstone Holdings Partnership Units, this ACB may have to be averaged with the ACB of the other Blackstone Holdings Partnership Units. The form must be filed by April 30 of the following year. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable reporting obligations.

## CHINA

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.



## Terms and Conditions

Delivery. Notwithstanding Section 4 of this Award Agreement, delivery of Blackstone Holdings Partnership Units is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion. If or to the extent the Company is unable to complete the registration or maintain the registration, no Blackstone Holdings Partnership Units subject to the Deferred Units for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any Deferred Units in cash paid through local payroll in an amount equal to the fair market value of the Blackstone Holdings Partnership Units on the settlement date, subject to the Deferred Units less any Tax-Related Items.

Exchange Control Restrictions. Exchange control restrictions apply to the remittance of funds into and out of China. In the event that Blackstone Holdings Partnership Units are delivered upon settlement of the Deferred Units, the Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of Blackstone Holdings Partnership Units and any cash distributions paid on such Blackstone Holdings Partnership Units to China. The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and the Participant hereby consents and agrees that any proceeds from the sale of Blackstone Holdings Partnership Units or any cash distributions paid on such Blackstone Holdings Partnership Units may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Blackstone Holdings Partnership Units are sold or distributions are received and the time the proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.



## DENMARK

## Terms and Conditions

Exclusion from Termination Indemnities and Other Benefits. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

In accepting the Deferred Units, the Participant acknowledges that he or she understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.

## Notifications

Foreign Asset/Account Reporting Information. The prior rules that required the Participant to submit certain forms (Declaration V and Declaration K) to the Danish Tax Authorities reporting Blackstone Holdings Partnership Units held in foreign bank or brokerage accounts and deposit accounts with a foreign bank were eliminated as of January 1, 2019. Please note, however, that the Participant is required to report the foreign bank/brokerage accounts and their deposits and Blackstone Holdings Partnership Units held in foreign bank or brokerage accounts on his or her personal tax return under the section on foreign affairs and income.

## FRANCE

## Terms and Conditions

Language Consent. By Accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of these documents accordingly.

Consentement relatif à la réception d'informations en langue anglaise. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l'attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

## Notifications

Foreign Asset/Account Reporting Information. The Participant may hold Blackstone Holdings Partnership Units acquired under the Plan provided the Participant declares all foreign bank and brokerage accounts (including accounts opened or closed during the tax year) in the Participant’s tax return. Failure to comply could trigger significant penalties.



## GERMANY

## Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, he or she must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de).

Foreign Asset/Account Reporting Information. German residents holding Blackstone Holdings Partnership Units must notify their local tax office of the acquisition of Blackstone Holdings Partnership Units when they file their tax returns for the relevant year if the value of the Blackstone Holdings Partnership Units exceeds €150,000 or in the unlikely event that the resident holds Blackstone Holdings Partnership Units exceeding 10% of the Company’s capital.

## HONG KONG

## Terms and Conditions

Restrictions on Sale of Blackstone Holdings Partnership Units. Any Blackstone Holdings Partnership Units received at vesting are accepted as a personal investment. In the event the Deferred Units vest and Blackstone Holdings Partnership Units are issued to the Participant within six months of the Date of Grant, the Participant agrees that he or she will not sell any Blackstone Holdings Partnership Units acquired prior to the six month anniversary of the Date of Grant.

## Notifications

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, he or she should obtain independent professional advice. Neither the grant of the Deferred Units nor the issuance of underlying Blackstone Holdings Partnership Units upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and any Affiliate. This Award Agreement, the Plan and other incidental communication materials distributed in connection with the Deferred Units (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or any Affiliate and may not be distributed to any other person.

## INDIA

## Notifications

Exchange Control Information. Indian residents must repatriate any proceeds from the sale of Blackstone Holdings Partnership Units acquired under the Plan or the receipt of any distributions paid on such Blackstone Holdings Partnership Units to India and convert the proceeds into local currency within a certain period after receipt (90 days for sale proceeds and 180 days for distributions, or such other period of time as may be required under



applicable regulations). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant acknowledges that it is the Participant’s sole responsibility to comply with the applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including Blackstone Holdings Partnership Units held outside of India) in their annual tax returns. The Participant is responsible for complying with this reporting obligation and should consult with his or her personal tax advisor in this regard.

## IRELAND

## Terms and Conditions

Nature of Grant. The following provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that any Deferred Units granted to him or her by the Company are separate from any compensation or employment benefits offered to the Participant by the Employer, and that the Deferred Units shall not be considered employment-related compensation for any purposes, including any severance or termination payment made to the Participant by the Employer as a result of his or her termination of Employment.

## ITALY

## Terms and Conditions

Grant Terms Acknowledgement. By accepting the Deferred Units, the Participant acknowledges having received and reviewed the Plan and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan and this Award Agreement. The Participant further acknowledges that he or she has specifically read and expressly approves the following provisions of this Award Agreement: Sections 3, 4, 13, 14, 22 and section 3 of Appendix A.

## Notifications

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Blackstone Holdings Partnership Units) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Participant should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.



## JAPAN

## Notifications

Foreign Asset/Account Reporting Information. The Participant is required to report the details of any assets held outside of Japan (including Blackstone Holdings Partnership Units acquired under the Plan as of December 31), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to his or her personal situation.

## LUXEMBOURG

There are no country-specific provisions.

## MEXICO

Labor Law Acknowledgment. These provisions supplement Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant understands and agrees that: (i) the Deferred Units are not related to the salary or other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s Employment.

In addition, by signing below, the Participant further acknowledges having read and specifically and expressly approved the terms and conditions in this Award Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Affiliates are not responsible for any decrease in the value of the underlying Blackstone Holdings Partnership Units.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend and discontinue the Plan at any time, pursuant to the terms of the Plan, without any liability to the Participant.

The Company, with registered offices at 345 Park Avenue, New York, NY 10154, U.S., is solely responsible for the administration of the Plan and participation in the Plan. The acquisition of Blackstone Holdings Partnership Units does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a solely commercial basis and his or her sole employer is BX Real Estate Mexico Sociedad Civil.

Finally, the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and he or she therefore grants a full and broad release to the Employer, the Company and its other Affiliates with respect to any claim that may arise under or in relation to the Plan.



Plan Document Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received a copy of the Plan, having reviewed the Plan and this Award Agreement in their entirety and fully understood and accepted all provisions of the Plan and the Award Agreement.

## Spanish Translation

Reconocimiento de la Ley Laboral: Estas disposiciones complementan la Sección 16 del cuerpo principal de este Convenio del Otorgamiento y la Sección 1 del Apéndice A:

Al aceptar las Unidades Diferidas, el Participante reconoce y acepta que: (i) las Unidades Diferidas no se encuentran relacionadas con el salario ni con otras prestaciones contractuales concedidas al Participante por parte del Empleador; y (ii) cualquier modificación del Plan o la terminación del mismo no constituye un cambio o impedimento de los términos y condiciones del Empleo del Participante.

Adicionalmente, al firmar el presente documento, el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en este Convenio del Otorgamiento, en los cuales se encuentran claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Sociedad de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Sociedad, así como sus Afiliadas no son responsables por cualquier disminución en el valor de las Unidades Comunes subyacentes.

Declaración de Política. La invitación por parte de la Sociedad bajo el Plan es unilateral y discrecional y, por lo tanto, la Sociedad se reserva el derecho absoluto de modificar y discontinuar el Plan en cualquier tiempo, de acuerdo con los términos del Plan, sin ninguna responsabilidad hacia el Participante.

La Sociedad, con oficinas registradas ubicadas en 345 Park Avenue, New York, NY, 10154, EE.UU., es la única responsable por la administración del Plan y de la participación en el mismo. La adquisición de Unidades Comunes no establece de forma alguna, una relación laboral entre el Participante y la Sociedad, ya que la participación en el Plan es completamente comercial y el único patrón es BX Real Estate México Sociedad Civil.

Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Sociedad por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, la Sociedad y sus otras Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Reconocimiento de Documentos del Plan. Al aceptar las Unidades Diferidas, el Participante reconoce que ha recibido una copia del Plan, que ha revisado el Plan y este Convenio del Otorgamiento en su totalidad, y que los ha entendido completamente y acepta todas las disposiciones contenidas en el Pan y en el Convenio del Otorgamiento.



## SINGAPORE

## Terms and Conditions

Restrictions on Sale and Transferability. The Participant hereby agrees that any Blackstone Holdings Partnership Units acquired will not be offered for sale in Singapore prior to the six month anniversary of the Date of Grant, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

## Notifications

Securities Law Information. The grant is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to the Participant with a view to the Deferred Units or the Blackstone Holdings Partnership Units being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer/Director Notification Obligation. If the Participant is the chief executive officer (“CEO”) or a director, associate director or shadow director of a Singaporean affiliate of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Directors and CEOs must notify the Singaporean affiliate in writing of an interest (e.g., Deferred Units, Blackstone Holdings Partnership Units) in the Company or any related affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Blackstone Holdings Partnership Units are sold), or (iii) becoming a director / CEO.

## SOUTH KOREA

## Notifications

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.



## SPAIN

## Terms and Conditions

No Entitlement or Claims for Compensation. By accepting the grant, the Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan document.

The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Deferred Units under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate, on an ongoing basis, other than as expressly set forth in this Award Agreement. Consequently, the Participant understands that the grant is given on the assumption and condition that the Deferred Units or underlying Blackstone Holdings Partnership Units acquired upon vesting shall not become part of any employment or other service contract (whether with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Deferred Units shall be null and void.

Further, the vesting of the Deferred Units is expressly conditioned on the Participant’s continued and active rendering of service, such that if the Participant’s Employment terminates the Deferred Units cease vesting immediately effective on the date of the Participant’s termination of Employment, unless otherwise provided in this Award Agreement. This will be the case if the Participant’s Employment terminates for any reason including, but not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

## Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of Deferred Units under the Plan. The Plan and this Award Agreement, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.



Exchange Control Information. The Participant must declare the acquisition, ownership and disposition of Blackstone Holdings Partnership Units to the Spanish Dirección General de Comercio e Inversiones ("DGCI") of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration must be made in January for Blackstone Holdings Partnership Units owned as of December 31 of the prior year and/or Blackstone Holdings Partnership Units acquired or disposed of during the prior year; however, if the value of the Blackstone Holdings Partnership Units acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board), the declaration must be filed within one month of the acquisition or disposition, as applicable.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Blackstone Holdings Partnership Units acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Blackstone Holdings Partnership Units made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds rights or assets (e.g., cash or Blackstone Holdings Partnership Units held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 of if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

## UNITED ARAB EMIRATES

## Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

The Participant acknowledges that the Deferred Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Deferred Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.



## Notifications

Securities Law Information. The grant of Deferred Units is being offered only to eligible individuals under the Plan and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying the documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or this Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

## UNITED KINGDOM

## Terms and Conditions

Withholding. The following provisions further supplement Section 13 of this Award Agreement:

Without limitation to any provision of the Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty's Revenue & Customs ("HRMC") (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant's behalf to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, in the event that the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Participant understands that he or she may not be able to indemnify the Company for the amount of any income tax not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the income tax not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any National Insurance contributions due on this additional benefit, which may also be recovered from the Participant at any time by any of the means referred to in this Section 13.



# THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# BX EQUITY AWARD
DEFERRED UNIT AGREEMENT

Participant:

Date of Grant:

Number of Deferred Units:

1. Grant of Deferred Units. The Company hereby grants the number of deferred units (the “Deferred Units”) listed above to the Participant (the “Award”), effective as of the Date of Grant on the terms and conditions hereinafter set forth in this agreement, including any appendix, exhibit or addendum hereto (the “Award Agreement”). This grant is made pursuant to the terms of The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended, modified or supplemented from time to time, the “Plan”), which is incorporated herein by reference and made a part of this Award Agreement. Each Deferred Unit represents the unfunded, unsecured right of the Participant to receive a Common Share on the delivery date(s) specified in Section 4 hereof.

2. Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) “Cause” shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator: (i) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (ii) any material breach of any rules or regulations of the Company or its Affiliates applicable to the Participant, (iii) Participant’s deliberate failure to perform his or her duties to the Company or its Affiliates, (iv) Participant’s committing to or engaging in any conduct or behavior that is or may be harmful to the Company or its Affiliates in a material way; (v) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or its Affiliates; or (vi) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that the Participant individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) the Participant’s ability to function as an employee of the Company or its Affiliates, taking into account the employment required of the Participant and the nature of the Company’s or its Affiliates’ business or (B) the business of the Company or its Affiliates.



(b) “Common Share” shall mean a share of the Company’s Common Stock.

(c) “Employment Agreement” shall mean the Contracting Employee Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Administrative Services Partnership L.P. (or any of its or the Company’s Affiliates) and the Participant or, if the Participant is or becomes a Senior Managing Director, the Senior Managing Director Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Holdings I L.P. (or any of its or the Company’s Affiliates) and the Participant.

(d) “Holdback Delivery Date” shall mean the second anniversary with respect to each Vesting Date (each such date, a “Scheduled Release Date”); provided, however, that if the Participant terminates Employment prior to any such Scheduled Release Date, then the Holdback Delivery Date applicable to all remaining Retention Units shall be the second anniversary of the date of the Participant’s termination of Employment.

(e) “Non-Competition, Non Solicitation and Confidentiality Agreement” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Company or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non-solicitation and/or confidentiality, in order to protect the business of the Company and its Affiliates.

(f) “Qualifying Event” shall mean, during the Participant’s Employment with the Company and its Affiliates, the Participant’s death, Disability or Retirement.

(g) “Retirement” shall mean the retirement of the Participant from his or her Employment with the Company and its Affiliates after (i) the Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates, or (ii) (x) the Participant’s age plus years of service with the Company and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service.

(h) “Retention Percentage” shall mean 25% of the vested units until the corresponding Holdback Delivery Date for each Vesting Date.

(i) “Retention Units” shall mean, on any given date, the Deferred Units that have become Vested Deferred Units and which are retained by the Company (along with the underlying Common Shares) in accordance with Section 4 hereof.

(j) “Vested Deferred Units” shall mean those Deferred Units which have become vested pursuant to Section 3 or otherwise pursuant to the Plan.



(k) “Vesting Dates” shall mean each of the First Vesting Date, the Second Vesting Date, the Third Vesting Date, the Fourth Vesting Date and the Fifth Vesting Date.

(I) “Vesting Reference Date” shall mean ___.

## 3. Vesting.

(a) Vesting – General. Subject to the Participant’s continued Employment with the Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as follows:

(i) ___% of the Deferred Units granted hereunder shall vest on the first anniversary of the Vesting Reference Date (the “First Vesting Date”); an additional ___% of the Deferred Units granted hereunder shall vest on the second anniversary of the Vesting Reference Date (the “Second Vesting Date”); an additional ___% of the Deferred Units granted hereunder shall vest on the third anniversary of the Vesting Reference Date (the “Third Vesting Date”); an additional ___% of the Deferred Units granted hereunder shall vest on the fourth anniversary of the Vesting Reference Date (the “Fourth Vesting Date”); and the remaining ___% of the Deferred Units granted hereunder shall vest on the fifth anniversary of the Vesting Reference Date (the “Fifth Vesting Date”).

## (b) Vesting – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Deferred Units granted hereunder shall vest (to the extent not previously vested) upon the date of such event.

(ii) Retirement. Upon the occurrence of a Qualifying Event on account of the Retirement of the Participant, (I) 50% of the then unvested Deferred Units shall remain eligible to vest upon each of the following scheduled Vesting Dates, and (II) all other unvested Deferred Units shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such unvested Deferred Units upon the date of such event; provided that if, following the Participant’s Retirement, the Participant breaches any applicable provision of the Non-Competition, Non-Solicitation and Confidentiality Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, the Participant’s Deferred Units which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting and delivery of the Deferred Units following Retirement, the Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement or otherwise engaged in any Competitive Activity.



(c) Vesting – Terminations. Except as otherwise set forth in Section 3(b), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the portion of the Award that has not yet vested pursuant to Section 3(a) or 3(b) hereof (or otherwise pursuant to the Plan) shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such portion of the Award as of the date of such termination.

## 4. Delivery.

(a) Delivery – General. The Company shall, on each applicable Vesting Date set forth below, deliver to the Participant the Common Shares underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company shall retain, as Retention Units (and withhold the corresponding underlying Common Shares with respect thereto) a number of Vested Deferred Units so that the aggregate number of Retention Units at such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. The Common Shares underlying Retention Units will be delivered to the Participant as and when, and to the extent that, the number of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Common Shares underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date.

<table><tr><td></td><td>Annual Vesting</td><td>Cumulative Vesting</td><td>Retention Percentage</td><td>Annual Delivery Percentage</td></tr><tr><td>First Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Second Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Third Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Fourth Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Fifth Vesting Date</td><td></td><td></td><td></td><td></td></tr></table>

(b) Delivery – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant’s death or Disability, the Company shall, within a reasonable time following the date of such event, deliver Common Shares to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered).



(ii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant’s Retirement, the Company shall, on each subsequent Vesting Date, deliver Common Shares to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s).

(c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the Company shall (i) within a reasonable time of such termination, deliver Common Shares to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), and (ii) deliver Common Shares to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), at which point the remaining Retention Units shall be delivered to the Participant.

(d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant’s Employment by the Company or any of its Affiliates for Cause or upon the Participant’s breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding Deferred Units (whether or not vested) and Retention Units shall immediately terminate and be forfeited without consideration and no further Common Shares with respect to the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs. Without limiting the foregoing, any Common Shares that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.

5. Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, (i) 100% of the Deferred Units granted hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the date of such Change in Control, and (ii) the Company shall deliver Common Shares to the Participant at the same times as would otherwise be delivered pursuant to Section 4(a); provided, however, if such Change in Control (or any subsequent Change in Control) would constitute “a change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Section 409A of the Code), the Company shall instead deliver Common Shares to the Participant in respect of 100% of the then outstanding Deferred Units and Retention Units (to the extent not previously delivered) on or within 10 days following such Change in Control.



6. Distributions. If on any date while Deferred Units are outstanding hereunder any cash distributions shall be paid on the Common Shares (whether vested or unvested), the Participant shall be entitled to receive, as of such distribution date, a cash payment equal to the product of (a) the number of Deferred Units, if any, held by the Participant as of the related distribution date, multiplied by (b) the per Common Share amount of such cash distribution.

7. Adjustments Upon Certain Events. The Administrator shall, in its sole discretion, make certain substitutions or adjustments to any Retention Units or Deferred Units subject to this Award Agreement pursuant to Section 9 of the Plan.

8. No Right to Continued Employment. The granting of the Deferred Units evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

9. No Rights of a Holder of Common Shares. Except as otherwise provided herein, the Participant shall not have any rights as a holder of Common Shares until such Common Shares have been issued or transferred to the Participant.

10. Restrictions. Any Common Shares issued or transferred to the Participant pursuant to Section 4 of this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Common Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the Administrator may cause a notation or notations to be entered into the books and records of the Company to make appropriate reference to such restrictions.

11. Transferability. Unless otherwise determined or approved by the Administrator, no Deferred Units or Retention Units may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 11 shall be void and unenforceable against the Company or any Affiliate.

12. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (including electronically) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by electronic means, by courier service, by fax, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):



(a) If to the Company, to:

The Blackstone Group Inc.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax:

(b) If to the Participant, to the address appearing in the personnel records of the Company or any Affiliate.

13. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Award Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, including, without limitation, by reducing the number of Common Shares that would otherwise be transferred or issued pursuant to this Award Agreement. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to any vesting date or delivery date described herein to pay the applicable withholding taxes by remitting a check prior to the applicable vesting or delivery date.

14. Choice of Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the law of the State of New York.

15. Subject to Plan. By entering into this Award Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All Deferred Units, Retention Units and Common Shares issued or transferred with respect thereto are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Nature of Grant. By accepting the Deferred Units, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of Deferred Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Deferred Units or benefits in lieu of Deferred Units, even if Deferred Units have been granted in the past;

(c) all decisions with respect to future Deferred Units or other grants, if any, will be at the sole discretion of the Company;

(d) the Participant is voluntarily participating in the Plan;



(e) the Deferred Units and the underlying Common Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) unless otherwise agreed with the Company, the Deferred Units and the underlying Common Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any affiliate of the Company;

(g) the Deferred Units and the underlying Common Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, indemnification, pension or retirement or welfare benefits or similar payments, benefits or rights of any kind;

(h) the future value of the underlying Common Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Deferred Units resulting from the Participant’s termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any); and

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date he or she is no longer actively providing services to the Company or an Affiliate or (ii) the date he or she receives notice of termination of Employment from the Company or Affiliate, and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in the Deferred Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units.

17. Non-U.S. and Country Specific Provisions. If the Participant resides in a country outside the United States or its territories, or is otherwise subject to the laws of a country other than the United States, the Deferred Units and any underlying Common Shares acquired under the Plan shall be subject to the additional terms and conditions set forth in Appendix A and to the terms and conditions set forth in Appendix B for the Participant’s country, if any. Moreover, if the Participant relocates outside the United States or its territories, the terms and conditions set forth in Appendices A and B will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.



18. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying Common Shares. The Participant should consult with his or her own tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

19. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

20. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach of this Award Agreement.

21. Entire Agreement. This Award Agreement contains the entire understanding between the parties with respect to the Deferred Units granted hereunder (including, without limitation, the vesting and delivery schedules described herein), and hereby replaces and supersedes any prior communication and arrangements between the Participant and the Company or any of its Affiliates with respect to the matters set forth herein and any other pre-existing economic or other arrangements between the Participant and the Company or any of its Affiliates.

22. Modifications. Notwithstanding any provision of this Award Agreement to the contrary, the Company reserves the right to modify the terms and conditions of this Award Agreement, including, without limitation, the timing or circumstances of the issuance or transfer of Common Shares to the Participant hereunder, to the extent such modification is determined by the Company to be necessary or advisable for legal or administrative reasons or to preserve the intended deferral of income recognition with respect to the Deferred Units and Retention Units until the issuance or transfer of Common Shares hereunder.

23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to current or future participation in the Plan by electronic means. Electronic delivery of a document to the Participant may be via a Company e-mail system, an online or electronic system established and maintained by a third party administrator of the Plan, or by reference to a location on a Company intranet site to which the Participant has access. The Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications), in connection with this and any other prior or future incentive award or program offered by the Company and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.



24. Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.

## THE BLACKSTONE GROUP INC.

Name:

THE PARTICIPANT \( ^{1} \) 

Name:

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



# THE BLACKSTONE GROUP INC.
DEFERRED UNIT AGREEMENT

# ADDITIONAL TERMS AND CONDITIONS
FOR PARTICIPANTS OUTSIDE THE UNITED STATES

The following terms and conditions (where applicable) apply to Participants who reside outside the United States or its territories or who are otherwise subject to the laws of a country other than the United States.

1. Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement:

Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Deferred Units or any amounts due to the Participant pursuant to the settlement of the Deferred Units (in Common Shares or cash) or subsequent sale of underlying Common Shares acquired upon settlement.

2. Withholding. The following provisions supplement Section 13 of the main body of this Award Agreement:

The Participant acknowledges and agrees that, regardless of any action taken by the Company or the Affiliate employing the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Deferred Units and the Participant's participation in the Plan ("Tax-Related Items") is and remains the Participant's sole responsibility and may exceed the amount, if any, withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Units, including, but not limited to, the grant, vesting or settlement of the Deferred Units, the subsequent sale of Common Shares acquired pursuant to such settlement and the receipt of any distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. If the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges and agrees that the Company or Affiliate, as applicable, may be required to withhold or account for Tax-Related Items in more than one jurisdiction.



In addition to the withholding methods specified above in this Section 13, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to

all Tax-Related Items by (i) withholding from the proceeds of the sale of Common Shares acquired at vesting of the Deferred Units through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) or (ii) any other method of withholding determined by the Company and permitted by applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Shares. If the obligation for Tax-Related Items is satisfied by withholding Common Shares that would otherwise be transferred or issued pursuant to this Award Agreement, for tax purposes, the Participant is deemed to have been issued the full number of Common Shares subject to the vested Deferred Units, notwithstanding that a number of the Common Shares are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue the Common Shares or deliver the proceeds of the sale of Common Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

3. Data Privacy. For the purposes of complying with the General Data Protection Regulation (EU) 2016/679, relevant Participants will be provided with separate information in respect of the collection and processing of their personal data. For the purposes of the remainder of this clause 3 (of Appendix A) only, “Participant” means a Participant who resides outside of the European Union.

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of any entitlement to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

The Participant understands that Data will be transferred to Merrill Lynch, Pierce, Fenner & Smith Incorporated or such other stock plan providers as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that those receiving the Data may be located in the United States or elsewhere, and that the applicable



country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, as determined by the Company in its sole discretion. The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke his or her consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Deferred Units or other equity awards under the Plan, or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

4. Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of the Award Agreement. Furthermore, if the Participant receives this Award Agreement or any other document related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

5. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading and/or market abuse laws based on the exchange on which the Common Shares are listed and in applicable jurisdictions including the United States and the Participant’s country or the broker’s country, if different, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Common Shares or rights to Common Shares (e.g., Deferred Units) or rights linked to the value of Common Shares, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party including colleagues of the Participant (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.



6. Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject to foreign asset and/or account reporting requirements and exchange control regulations which may affect his or her ability to acquire or hold Common Shares under the Plan or cash received from participating in the Plan (including from any distributions received or sale proceeds arising from the sale of Common Shares) in a brokerage or bank account outside of the Participant's country. The Participant may also be required to repatriate sale proceeds or funds received as a result of his or her participation in the Plan to his or her country through a designated bank and/or broker within a certain time after receipt. In addition, the Participant may be subject to tax payments and/or other reporting obligations in connection with any income realized under the Plan, and or from the sale of the underlying Common Shares. The Participant acknowledges that he or she is responsible for ensuring compliance with any such requirements and is advised to consult with his or her personal legal advisors, as applicable, to ensure compliance.



# APPENDIX B
TO
THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
SPECIAL EQUITY AWARD
DEFERRED UNIT AGREEMENT

# COUNTRY-SPECIFIC TERMS AND CONDITIONS

## Terms and Conditions

This Appendix B includes additional terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Agreement, including Appendix A. If the Participant is a citizen (or is considered as such for local purposes) of a country other than the country in which he or she is currently residing and/or working, or if he or she relocates to another country after the Deferred Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.

## Notifications

This Appendix B also includes information regarding securities law, exchange controls and certain other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date by the time he or she vests in the Deferred Units or sells Common Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Participant’s particular situation.

Finally, if the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Participant relocates to another country after the Deferred Units are granted, the notifications contained herein may not be applicable to him or her in the same manner.



## AUSTRALIA

## Notifications

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Deferred Units granted in accordance with the terms and conditions of the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

## BRAZIL

## Terms and Conditions

Compliance with Law. By accepting the Deferred Units, the Participant acknowledges that he or she will comply with applicable Brazilian laws and pay any applicable Tax-Related Items associated with the vesting and settlement of the Deferred Units and the sale of Common Shares under the Plan.

Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that (i) the grant of Deferred Units is not part of normal or expected compensation for any reason whatsoever and will have no impact on Participant’s Employment or service relationship, (ii) the underlying Common Shares will be issued to the Participant only if the vesting conditions are met, and (iii) the value of the underlying Common Shares is not fixed and may increase or decrease without compensation to the Participant.

## Notifications

Foreign Asset/Account Reporting Information. If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Common Shares acquired under the Plan. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

## CANADA

## Terms and Conditions

Delivery. Notwithstanding any discretion contained in Section 8 of the Plan, the grant of Deferred Units does not provide any right for the Participant to receive a cash payment and as provided in Section 4 of the main body of this Award Agreement, Vested Deferred Units will be satisfied through the delivery of Common Shares.



Termination of Employment. The following provision replaces Section 16(j) of the main body of this Award Agreement:

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date of the Participant’s termination of Employment or (ii) the date the Participant is no longer actively providing service (regardless of any notice period or period of pay in lieu of such notice required under applicable Canadian employment laws (including, but not limited to statutory law, regulatory law and/or common law)). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units (including whether the Participant may still be considered to be providing services while on a leave of absence).

## Notifications

Securities Law Information. The Participant is permitted to sell Common Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Common Shares takes place outside of Canada through the facilities of a stock exchange on which the Common Shares are listed (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. Canadian resident Participants are required to report any specified foreign property on form T1135 (Foreign Income Verification Statement) if the total value of the specified foreign property exceeds C$ 100,000 at any time in the year. Specified foreign property includes Common Shares acquired under the Plan, and may include the Deferred Units. The Deferred Units must be reported (generally at a nil cost) if the C$ 100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Common Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Common Shares. The ACB ordinarily would equal the fair market value of the Common Shares at the time of acquisition, but if the Participant owns other Common Shares, this ACB may have to be averaged with the ACB of the other Common Shares. The form must be filed by April 30 of the following year. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable reporting obligations.

## CHINA

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.



## Terms and Conditions

Delivery. Notwithstanding Section 4 of this Award Agreement, delivery of Common Shares is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion. If or to the extent the Company is unable to complete the registration or maintain the registration, no Common Shares subject to the Deferred Units for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any Deferred Units in cash paid through local payroll in an amount equal to the fair market value of the Common Shares on the settlement date, subject to the Deferred Units less any Tax-Related Items.

Exchange Control Restrictions. Exchange control restrictions apply to the remittance of funds into and out of China. In the event that Common Shares are delivered upon settlement of the Deferred Units, the Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of Common Shares and any cash distributions paid on such Common Shares to China. The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and the Participant hereby consents and agrees that any proceeds from the sale of Common Shares or any cash distributions paid on such Common Shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Common Shares are sold or distributions are received and the time the proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

## DENMARK

## Terms and Conditions

Exclusion from Termination Indemnities and Other Benefits. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

In accepting the Deferred Units, the Participant acknowledges that he or she understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.



## Notifications

Foreign Asset/Account Reporting Information. The prior rules that required the Participant to submit certain forms (Declaration V and Declaration K) to the Danish Tax Authorities reporting Common Shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank were eliminated as of January 1, 2019. Please note, however, that the Participant is required to report the foreign bank/brokerage accounts and their deposits and Common Shares held in foreign bank or brokerage accounts on his or her personal tax return under the section on foreign affairs and income.

## FRANCE

## Terms and Conditions

Language Consent. By Accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of these documents accordingly.

Consentement relatif à la réception d'informations en langue anglaise. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l'attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

## Notifications

Foreign Asset/Account Reporting Information. The Participant may hold Common Shares acquired under the Plan provided the Participant declares all foreign bank and brokerage accounts (including accounts opened or closed during the tax year) in the Participant’s tax return. Failure to comply could trigger significant penalties.

## GERMANY

## Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, he or she must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de).

Foreign Asset/Account Reporting Information. German residents holding Common Shares must notify their local tax office of the acquisition of Common Shares when they file their tax returns for the relevant year if the value of the Common Shares exceeds €150,000 or in the unlikely event that the resident holds Common Shares exceeding 10% of the Company’s capital.



## HONG KONG

## Terms and Conditions

Restrictions on Sale of Common Shares. Any Common Shares received at vesting are accepted as a personal investment. In the event the Deferred Units vest and Common Shares are issued to the Participant within six months of the Date of Grant, the Participant agrees that he or she will not sell any Common Shares acquired prior to the six month anniversary of the Date of Grant.

## Notifications

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, he or she should obtain independent professional advice. Neither the grant of the Deferred Units nor the issuance of underlying Common Shares upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and any Affiliate. This Award Agreement, the Plan and other incidental communication materials distributed in connection with the Deferred Units (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or any Affiliate and may not be distributed to any other person.

## INDIA

## Notifications

Exchange Control Information. Indian residents must repatriate any proceeds from the sale of Common Shares acquired under the Plan or the receipt of any distributions paid on such Common Shares to India and convert the proceeds into local currency within a certain period after receipt (90 days for sale proceeds and 180 days for distributions, or such other period of time as may be required under applicable regulations). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant acknowledges that it is the Participant’s sole responsibility to comply with the applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including Common Shares held outside of India) in their annual tax returns. The Participant is responsible for complying with this reporting obligation and should consult with his or her personal tax advisor in this regard.



## IRELAND

## Terms and Conditions

Nature of Grant. The following provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that any Deferred Units granted to him or her by the Company are separate from any compensation or employment benefits offered to the Participant by the Employer, and that the Deferred Units shall not be considered employment-related compensation for any purposes, including any severance or termination payment made to the Participant by the Employer as a result of his or her termination of Employment.

## ITALY

## Terms and Conditions

Grant Terms Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received and reviewed the Plan and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan and this Award Agreement. The Participant further acknowledges that he or she has specifically read and expressly approves the following provisions of this Award Agreement: Sections 3, 4, 13, 14, 22 and section 3 of Appendix A.

## Notifications

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Common Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Participant should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.

## JAPAN

## Notifications

Foreign Asset/Account Reporting Information. The Participant is required to report the details of any assets held outside of Japan (including Common Shares acquired under the Plan as of December 31), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to his or her personal situation.



## LUXEMBOURG

There are no country-specific provisions.

## MEXICO

Labor Law Acknowledgment. These provisions supplement Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant understands and agrees that: (i) the Deferred Units are not related to the salary or other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s Employment.

In addition, by signing below, the Participant further acknowledges having read and specifically and expressly approved the terms and conditions in this Award Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Affiliates are not responsible for any decrease in the value of the underlying Common Shares.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend and discontinue the Plan at any time, pursuant to the terms of the Plan, without any liability to the Participant.

The Company, with registered offices at 345 Park Avenue, New York, NY 10154, U.S., is solely responsible for the administration of the Plan and participation in the Plan. The acquisition of Common Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a solely commercial basis and his or her sole employer is BX Real Estate Mexico Sociedad Civil.

Finally, the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and he or she therefore grants a full and broad release to the Employer, the Company and its other Affiliates with respect to any claim that may arise under or in relation to the Plan.

Plan Document Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received a copy of the Plan, having reviewed the Plan and this Award Agreement in their entirety and fully understood and accepted all provisions of the Plan and the Award Agreement.



## Spanish Translation 

Reconocimiento de la Ley Laboral: Estas disposiciones complementan la Sección 16 del cuerpo principal de este Convenio del Otorgamiento y la Sección 1 del Apéndice A: 

Al aceptar las Unidades Diferidas, el Participante reconoce y acepta que: (i) las Unidades Diferidas no se encuentran relacionadas con el salario ni con otras prestaciones contractuales concedidas al Participante por parte del Empleador; y (ii) cualquier modificación del Plan o la terminación del mismo no constituye un cambio o impedimento de los términos y condiciones del Empleo del Participante. 

Adicionalmente, al firmar el presente documento, el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en este Convenio del Otorgamiento, en los cuales se encuentran claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Sociedad de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Sociedad, así como sus Afiliadas no son responsables por cualquier disminución en el valor de las Unidades Comunes subyacentes. 

Declaración de Política. La invitación por parte de la Sociedad bajo el Plan es unilateral y discrecional y, por lo tanto, la Sociedad se reserva el derecho absoluto de modificar y discontinuar el Plan en cualquier tiempo, de acuerdo con los términos del Plan, sin ninguna responsabilidad hacia el Participante. 

La Sociedad, con oficinas registradas ubicadas en 345 Park Avenue, New York, NY, 10154, EE.UU., es la única responsable por la administración del Plan y de la participación en el mismo. La adquisición de Unidades Comunes no establece de forma alguna, una relación laboral entre el Participante y la Sociedad, ya que la participación en el Plan es completamente comercial y el único patrón es BX Real Estate México Sociedad Civil. 

Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Sociedad por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, la Sociedad y sus otras Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan. 

Reconocimiento de de Documentos del Plan. Al aceptar las Unidades Diferidas, el Participante reconoce que ha recibido una copia del Plan, que ha revisado el Plan y este Convenio del Otorgamiento en su totalidad, y que los ha entendido completamente y acepta todas las disposiciones contenidas en el Pan y en el Convenio del Otorgamiento.



## SINGAPORE

## Terms and Conditions

Restrictions on Sale and Transferability. The Participant hereby agrees that any Common Shares acquired will not be offered for sale in Singapore prior to the six month anniversary of the Date of Grant, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"), or pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

## Notifications

Securities Law Information. The grant is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to the Participant with a view to the Deferred Units or the Common Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer/Director Notification Obligation. If the Participant is the chief executive officer (“CEO”) or a director, associate director or shadow director of a Singaporean affiliate of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Directors and CEOs must notify the Singaporean affiliate in writing of an interest (e.g., Deferred Units, Common Shares) in the Company or any related affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Common Shares are sold), or (iii) becoming a director / CEO.

## SOUTH KOREA

## Notifications

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

## SPAIN

## Terms and Conditions

No Entitlement or Claims for Compensation. By accepting the grant, the Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan document.



The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Deferred Units under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate, on an ongoing basis, other than as expressly set forth in this Award Agreement. Consequently, the Participant understands that the grant is given on the assumption and condition that the Deferred Units or underlying Common Shares acquired upon vesting shall not become part of any employment or other service contract (whether with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Deferred Units shall be null and void.

Further, the vesting of the Deferred Units is expressly conditioned on the Participant’s continued and active rendering of service, such that if the Participant’s Employment terminates the Deferred Units cease vesting immediately effective on the date of the Participant’s termination of Employment, unless otherwise provided in this Award Agreement. This will be the case if the Participant’s Employment terminates for any reason including, but not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

## Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of Deferred Units under the Plan. The Plan and this Award Agreement, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.

Exchange Control Information. The Participant must declare the acquisition, ownership and disposition of Common Shares to the Spanish Dirección General de Comercio e Inversiones (“DGCI”) of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration must be made in January for Common Shares owned as of December 31 of the prior year and/or Common Shares acquired or disposed of during the prior year; however, if the value of the Common Shares acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board), the declaration must be filed within one month of the acquisition or disposition, as applicable.



In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Common Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Common Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds rights or assets (e.g., cash or Common Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 of if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

## UNITED ARAB EMIRATES

## Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

The Participant acknowledges that the Deferred Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Deferred Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.

## Notifications

Securities Law Information. The grant of Deferred Units is being offered only to eligible individuals under the Plan and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying the documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or this Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.



## UNITED KINGDOM

## Terms and Conditions

Withholding. The following provisions further supplement Section 13 of this Award Agreement:

Without limitation to any provision of the Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty's Revenue & Customs ("HRMC") (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant's behalf to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, in the event that the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Participant understands that he or she may not be able to indemnify the Company for the amount of any income tax not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the income tax not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any National Insurance contributions due on this additional benefit, which may also be recovered from the Participant at any time by any of the means referred to in this Section 13.



# THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# BX EQUITY AWARD

# DEFERRED UNIT AGREEMENT

Participant:

Date of Grant:

Number of Deferred Units:

1. Grant of Deferred Units. The Company hereby grants the number of deferred units (the “Deferred Units”) listed above to the Participant (the “Award”), effective as of the Date of Grant on the terms and conditions hereinafter set forth in this agreement, including any appendix, exhibit or addendum hereto (the “Award Agreement”). This grant is made pursuant to the terms of The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended, modified or supplemented from time to time, the “Plan”), which is incorporated herein by reference and made a part of this Award Agreement. Each Deferred Unit represents the unfunded, unsecured right of the Participant to receive a Common Share on the delivery date(s) specified in Section 4 hereof.

2. Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) “Cause” shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator: (i) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (ii) any material breach of any rules or regulations of the Company or its Affiliates applicable to the Participant, (iii) Participant’s deliberate failure to perform his or her duties to the Company or its Affiliates, (iv) Participant’s committing to or engaging in any conduct or behavior that is or may be harmful to the Company or its Affiliates in a material way; (v) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or its Affiliates; or (vi) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that the Participant individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) the Participant’s ability to function as an employee of the Company or its Affiliates, taking into account the employment required of the Participant and the nature of the Company’s or its Affiliates’ business or (B) the business of the Company or its Affiliates.



(b) “Common Share” shall mean a share of the Company’s Common Stock.

(c) “Employment Agreement” shall mean the Contracting Employee Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Administrative Services Partnership L.P. (or any of its or the Company’s Affiliates) and the Participant or, if the Participant is or becomes a Senior Managing Director, the Senior Managing Director Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Holdings I L.P. (or any of its or the Company’s Affiliates) and the Participant.

(d) “Holdback Delivery Date” shall mean the second anniversary with respect to each Vesting Date (each such date, a “Scheduled Release Date”); provided, however, that if the Participant terminates Employment prior to any such Scheduled Release Date, then the Holdback Delivery Date applicable to all remaining Retention Units shall be the second anniversary of the date of the Participant’s termination of Employment.

(e) “Involuntary Termination” shall mean the Company and its Affiliates have terminated the Employment of the Participant without Cause (and in the absence of the Participant’s Disability).

(f) “Non-Competition, Non Solicitation and Confidentiality Agreement” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Company or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non-solicitation and/or confidentiality, in order to protect the business of the Company and its Affiliates.

(g) “Qualifying Event” shall mean, during the Participant’s Employment with the Company and its Affiliates, the Participant’s death, Disability or Retirement.

(h) “Retirement” shall mean the retirement of the Participant from his or her Employment with the Company and its Affiliates after (i) the Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates, or (ii) (x) the Participant’s age plus years of service with the Company and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service.

(i) “Retention Percentage” shall mean 25% of the vested units until the corresponding Holdback Delivery Date for each Vesting Date.

(j) “Retention Units” shall mean, on any given date, the Deferred Units that have become Vested Deferred Units and which are retained by the Company (along with the underlying Common Shares) in accordance with Section 4 hereof.



(k) “Vested Deferred Units” shall mean those Deferred Units which have become vested pursuant to Section 3 or otherwise pursuant to the Plan.

(I) “Vesting Dates” shall mean each of the First Vesting Date, the Second Vesting Date, the Third Vesting Date, the Fourth Vesting Date and the Fifth Vesting Date.

(m) “Vesting Reference Date” shall mean ___.

## 3. Vesting.

(a) Vesting – General. Subject to the Participant’s continued Employment with the Company and its Affiliates, the Award shall vest on the applicable Vesting Dates as follows:

(i) ___% of the Deferred Units granted hereunder shall vest on the first anniversary of the Vesting Reference Date (the "First Vesting Date"); an additional ___% of the Deferred Units granted hereunder shall vest on the second anniversary of the Vesting Reference Date (the "Second Vesting Date"); an additional ___% of the Deferred Units granted hereunder shall vest on the third anniversary of the Vesting Reference Date (the "Third Vesting Date"); an additional ___% of the Deferred Units granted hereunder shall vest on the fourth anniversary of the Vesting Reference Date (the "Fourth Vesting Date"); and the remaining ___% of the Deferred Units granted hereunder shall vest on the fifth anniversary of the Vesting Reference Date (the "Fifth Vesting Date").

## (b) Vesting – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Deferred Units granted hereunder shall vest (to the extent not previously vested) upon the date of such event.

(ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on account of the Involuntary Termination of the Participant, 100% of the Deferred Units granted hereunder shall vest (to the extent not previously vested) upon the date of such event.

(iii) Retirement. Upon the occurrence of a Qualifying Event on account of the Retirement of the Participant, (I) 50% of the then unvested Deferred Units shall remain eligible to vest upon each of the following scheduled Vesting Dates, and (II) all other unvested Deferred Units shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such unvested Deferred Units upon the date of such event; provided that if, following the Participant’s Retirement, the Participant breaches any



applicable provision of the Non-Competition, Non-Solicitation and Confidentiality Agreement to which the Participant is a party or otherwise engages in any Competitive Activity, the Participant’s Deferred Units which remain undelivered as of the date of such violation or engagement in Competitive Activity, as determined by the Administrator in its sole discretion, will be forfeited without payment. As a pre-condition to a Participant’s right to continued vesting and delivery of the Deferred Units following Retirement, the Administrator may require the Participant to certify in writing prior to each scheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Non-Competition, Non-Solicitation and Confidentiality Agreement or otherwise engaged in any Competitive Activity.

(c) Vesting – Terminations. Except as otherwise set forth in Section 3(b), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the portion of the Award that has not yet vested pursuant to Section 3(a) or 3(b) hereof (or otherwise pursuant to the Plan) shall be cancelled immediately and the Participant shall automatically forfeit all rights with respect to such portion of the Award as of the date of such termination.

## 4. Delivery.

(a) Delivery – General. The Company shall, on each applicable Vesting Date set forth below, deliver to the Participant the Common Shares underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company shall retain, as Retention Units (and withhold the corresponding underlying Common Shares with respect thereto) a number of Vested Deferred Units so that the aggregate number of Retention Units at such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. The Common Shares underlying Retention Units will be delivered to the Participant as and when, and to the extent that, the number of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Common Shares underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date.

<table><tr><td></td><td>Annual Vesting</td><td>Cumulative Vesting</td><td>Retention Percentage</td><td>Annual Delivery Percentage</td></tr><tr><td>First Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Second Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Third Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Fourth Vesting Date</td><td></td><td></td><td></td><td></td></tr><tr><td>Fifth Vesting Date</td><td>30%</td><td>100%</td><td>25%</td><td>22.5%</td></tr></table>



## (b) Delivery – Qualifying Events.

(i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant’s death or Disability, the Company shall, within a reasonable time following the date of such event, deliver Common Shares to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered).

(ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on account of the Participant’s Involuntary Termination, the Company shall, within a reasonable time following the date of such event, deliver Common Shares to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on that date; provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses.

(iii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant’s Retirement, the Company shall, on each subsequent Vesting Date, deliver Common Shares to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s).

(c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant’s Employment with the Company and its Affiliates is terminated for any reason, the Company shall (i) within a reasonable time of such termination, deliver Common Shares to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), and (ii) deliver Common Shares to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), at which point the remaining Retention Units shall be delivered to the Participant.

(d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant’s Employment by the Company or any of its Affiliates for Cause or upon the Participant’s breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding Deferred Units (whether or not vested) and Retention Units shall immediately terminate and be forfeited without consideration and no further Common Shares with respect of the Award shall be delivered to the Participant or to



the Participant’s legal representative, beneficiaries or heirs. Without limiting the foregoing, any Common Shares that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.

5. Change in Control. Notwithstanding anything to the contrary herein, in the event of a Change in Control, (i) 100% of the Deferred Units granted hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the date of such Change in Control, and (ii) the Company shall deliver Common Shares to the Participant at the same times as would otherwise be delivered pursuant to Section 4(a); provided, however, if such Change in Control (or any subsequent Change in Control) would constitute “a change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Section 409A of the Code), the Company shall instead deliver Common Shares to the Participant in respect of 100% of the then outstanding Deferred Units and Retention Units (to the extent not previously delivered) on or within 10 days following such Change in Control.

6. Distributions. If on any date while Deferred Units are outstanding hereunder any cash distributions shall be paid on the Common Shares (whether vested or unvested), the Participant shall be entitled to receive, as of such distribution date, a cash payment equal to the product of (a) the number of Deferred Units, if any, held by the Participant as of the related distribution date, multiplied by (b) the per Common Share amount of such cash distribution.

7. Adjustments Upon Certain Events. The Administrator shall, in its sole discretion, make certain substitutions or adjustments to any Retention Units or Deferred Units subject to this Award Agreement pursuant to Section 9 of the Plan.

8. No Right to Continued Employment. The granting of the Deferred Units evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

9. No Rights of a Holder of Common Shares. Except as otherwise provided herein, the Participant shall not have any rights as a holder of Common Shares until such Common Shares have been issued or transferred to the Participant.

10. Restrictions. Any Common Shares issued or transferred to the Participant pursuant to Section 4 of this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Common Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the Administrator may cause a notation or notations to be entered into the books and records of the Company to make appropriate reference to such restrictions.



11. Transferability. Unless otherwise determined or approved by the Administrator, no Deferred Units or Retention Units may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 11 shall be void and unenforceable against the Company or any Affiliate.

12. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (including electronically) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by electronic means, by courier service, by fax, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

(a) If to the Company, to:

The Blackstone Group Inc.

345 Park Avenue

New York, New York, 10154

Attention: Chief Legal Officer

Fax:

(b) If to the Participant, to the address appearing in the personnel records of the Company or any Affiliate.

13. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Award Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, including, without limitation, by reducing the number of Common Shares that would otherwise be transferred or issued pursuant to this Award Agreement. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to any vesting date or delivery date described herein to pay the applicable withholding taxes by remitting a check prior to the applicable vesting or delivery date.

14. Choice of Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the law of the State of New York.

15. Subject to Plan. By entering into this Award Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All Deferred Units, Retention Units and Common Shares issued or transferred with respect thereof are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.



16. Nature of Grant. By accepting the Deferred Units, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of Deferred Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Deferred Units or benefits in lieu of Deferred Units, even if Deferred Units have been granted in the past;

(c) all decisions with respect to future Deferred Units or other grants, if any, will be at the sole discretion of the Company;

(d) the Participant is voluntarily participating in the Plan;

(e) the Deferred Units and the underlying Common Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(f) unless otherwise agreed with the Company, the Deferred Units and the underlying Common Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any affiliate of the Company;

(g) the Deferred Units and the underlying Common Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, indemnification, pension or retirement or welfare benefits or similar payments, benefits or rights of any kind;

(h) the future value of the underlying Common Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Deferred Units resulting from the Participant’s termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any); and

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date he or she is no longer actively providing services to the Company or an Affiliate or (ii) the date he or she receives notice of termination of Employment from the Company or Affiliate, and unless otherwise expressly provided in this Award Agreement or



determined by the Company, the Participant’s right to vest in the Deferred Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or otherwise rendering services, or the terms of his or her employment or service agreement, if any). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units.

17. Non-U.S. and Country Specific Provisions. If the Participant resides in a country outside the United States or its territories, or is otherwise subject to the laws of a country other than the United States, the Deferred Units and any underlying Common Shares acquired under the Plan shall be subject to the additional terms and conditions set forth in Appendix A and to the terms and conditions set forth in Appendix B for the Participant’s country, if any. Moreover, if the Participant relocates outside the United States or its territories, the terms and conditions set forth in Appendices A and B will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

18. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying Common Shares. The Participant should consult with his or her own tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

19. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

20. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach of this Award Agreement.

21. Entire Agreement. This Award Agreement contains the entire understanding between the parties with respect to the Deferred Units granted hereunder (including, without limitation, the vesting and delivery schedules described herein), and hereby replaces and supersedes any prior communication and arrangements between the Participant and the Company or any of its Affiliates with respect to the matters set forth herein and any other pre-existing economic or other arrangements between the Participant and the Company or any of its Affiliates.

22. Modifications. Notwithstanding any provision of this Award Agreement to the contrary, the Company reserves the right to modify the terms and conditions of this Award Agreement, including, without limitation, the timing or circumstances of the issuance or transfer of Common Shares to the Participant hereunder, to the extent such modification is determined by the Company to be necessary or advisable for legal or administrative reasons or to preserve the intended deferral of income recognition with respect to the Deferred Units and Retention Units until the issuance or transfer of Common Shares hereunder.



23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to current or future participation in the Plan by electronic means. Electronic delivery of a document to the Participant may be via a Company e-mail system, an online or electronic system established and maintained by a third party administrator of the Plan, or by reference to a location on a Company intranet site to which the Participant has access. The Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications), in connection with this and any other prior or future incentive award or program offered by the Company and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

24. Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.

## THE BLACKSTONE GROUP INC.

Name:

## THE PARTICIPANT \( ^{1} \) 

Name:

To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



# THE BLACKSTONE GROUP INC.
DEFERRED UNIT AGREEMENT

# ADDITIONAL TERMS AND CONDITIONS
FOR PARTICIPANTS OUTSIDE THE UNITED STATES

The following terms and conditions (where applicable) apply to Participants who reside outside the United States or its territories or who are otherwise subject to the laws of a country other than the United States.

1. Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement:

Neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Deferred Units or any amounts due to the Participant pursuant to the settlement of the Deferred Units (in Common Shares or cash) or subsequent sale of underlying Common Shares acquired upon settlement.

2. Withholding. The following provisions supplement Section 13 of the main body of this Award Agreement:

The Participant acknowledges and agrees that, regardless of any action taken by the Company or the Affiliate employing the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Deferred Units and the Participant's participation in the Plan ("Tax-Related Items") is and remains the Participant's sole responsibility and may exceed the amount, if any, withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Units, including, but not limited to, the grant, vesting or settlement of the Deferred Units, the subsequent sale of Common Shares acquired pursuant to such settlement and the receipt of any distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. If the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges and agrees that the Company or Affiliate, as applicable, may be required to withhold or account for Tax-Related Items in more than one jurisdiction.



In addition to the withholding methods specified above in this Section 13, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to

all Tax-Related Items by (i) withholding from the proceeds of the sale of Common Shares acquired at vesting of the Deferred Units through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) or (ii) any other method of withholding determined by the Company and permitted by applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Shares. If the obligation for Tax-Related Items is satisfied by withholding Common Shares that would otherwise be transferred or issued pursuant to this Award Agreement, for tax purposes, the Participant is deemed to have been issued the full number of Common Shares subject to the vested Deferred Units, notwithstanding that a number of the Common Shares are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue the Common Shares or deliver the proceeds of the sale of Common Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

3. Data Privacy. For the purposes of complying with the General Data Protection Regulation (EU) 2016/679, relevant Participants will be provided with separate information in respect of the collection and processing of their personal data. For the purposes of the remainder of this clause 3 (of Appendix A) only, “Participant” means a Participant who resides outside of the European Union.

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of any entitlement to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

The Participant understands that Data will be transferred to Merrill Lynch, Pierce, Fenner & Smith Incorporated or such other stock plan providers as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that those receiving the Data may be located in the United States or elsewhere, and that the applicable



country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, as determined by the Company in its sole discretion. The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke his or her consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Deferred Units or other equity awards under the Plan, or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

4. Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of the Award Agreement. Furthermore, if the Participant receives this Award Agreement or any other document related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

5. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading and/or market abuse laws based on the exchange on which the Common Shares are listed and in applicable jurisdictions including the United States and the Participant’s country or the broker’s country, if different, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Common Shares or rights to Common Shares (e.g., Deferred Units) or rights linked to the value of Common Shares, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party including colleagues of the Participant (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.



6. Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject to foreign asset and/or account reporting requirements and exchange control regulations which may affect his or her ability to acquire or hold Common Shares under the Plan or cash received from participating in the Plan (including from any distributions received or sale proceeds arising from the sale of Common Shares) in a brokerage or bank account outside of the Participant's country. The Participant may also be required to repatriate sale proceeds or funds received as a result of his or her participation in the Plan to his or her country through a designated bank and/or broker within a certain time after receipt. In addition, the Participant may be subject to tax payments and/or other reporting obligations in connection with any income realized under the Plan, and or from the sale of the underlying Common Shares. The Participant acknowledges that he or she is responsible for ensuring compliance with any such requirements and is advised to consult with his or her personal legal advisors, as applicable, to ensure compliance.



# APPENDIX B
TO
THE BLACKSTONE GROUP INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

# SPECIAL EQUITY AWARD

# DEFERRED UNIT AGREEMENT

# COUNTRY-SPECIFIC TERMS AND CONDITIONS

## Terms and Conditions

This Appendix B includes additional terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Agreement, including Appendix A. If the Participant is a citizen (or is considered as such for local purposes) of a country other than the country in which he or she is currently residing and/or working, or if he or she relocates to another country after the Deferred Units are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.

## Notifications

This Appendix B also includes information regarding securities law, exchange controls and certain other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date by the time he or she vests in the Deferred Units or sells Common Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Participant’s particular situation.

Finally, if the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Participant relocates to another country after the Deferred Units are granted, the notifications contained herein may not be applicable to him or her in the same manner.



## AUSTRALIA

## Notifications

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Deferred Units granted in accordance with the terms and conditions of the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

## BRAZIL

## Terms and Conditions

Compliance with Law. By accepting the Deferred Units, the Participant acknowledges that he or she will comply with applicable Brazilian laws and pay any applicable Tax-Related Items associated with the vesting and settlement of the Deferred Units and the sale of Common Shares under the Plan.

Nature of Grant. The follow provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that (i) the grant of Deferred Units is not part of normal or expected compensation for any reason whatsoever and will have no impact on Participant’s Employment or service relationship, (ii) the underlying Common Shares will be issued to the Participant only if the vesting conditions are met, and (iii) the value of the underlying Common Shares is not fixed and may increase or decrease without compensation to the Participant.

## Notifications

Foreign Asset/Account Reporting Information. If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Common Shares acquired under the Plan. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

## CANADA

## Terms and Conditions

Delivery. Notwithstanding any discretion contained in Section 8 of the Plan, the grant of Deferred Units does not provide any right for the Participant to receive a cash payment and as provided in Section 4 of the main body of this Award Agreement, Vested Deferred Units will be satisfied through the delivery of Common Shares.



Termination of Employment. The following provision replaces Section 16(j) of the main body of this Award Agreement:

(j) for purposes of the Deferred Units, the Participant’s Employment will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or otherwise rendering services or the terms of his or her employment or service agreement, if any) as of the date that is the earlier of (i) the date of the Participant’s termination of Employment or (ii) the date the Participant is no longer actively providing service (regardless of any notice period or period of pay in lieu of such notice required under applicable Canadian employment laws (including, but not limited to statutory law, regulatory law and/or common law)). The Administrator will have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Deferred Units (including whether the Participant may still be considered to be providing services while on a leave of absence).

## Notifications

Securities Law Information. The Participant is permitted to sell Common Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Common Shares takes place outside of Canada through the facilities of a stock exchange on which the Common Shares are listed (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. Canadian resident Participants are required to report any specified foreign property on form T1135 (Foreign Income Verification Statement) if the total value of the specified foreign property exceeds C$ 100,000 at any time in the year. Specified foreign property includes Common Shares acquired under the Plan, and may include the Deferred Units. The Deferred Units must be reported (generally at a nil cost) if the C$ 100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Common Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Common Shares. The ACB ordinarily would equal the fair market value of the Common Shares at the time of acquisition, but if the Participant owns other Common Shares, this ACB may have to be averaged with the ACB of the other Common Shares. The form must be filed by April 30 of the following year. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable reporting obligations.

## CHINA

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.



## Terms and Conditions

Delivery. Notwithstanding Section 4 of this Award Agreement, delivery of Common Shares is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion. If or to the extent the Company is unable to complete the registration or maintain the registration, no Common Shares subject to the Deferred Units for which a registration cannot be completed or maintained shall be issued. In this case, the Company retains the discretion to settle any Deferred Units in cash paid through local payroll in an amount equal to the fair market value of the Common Shares on the settlement date, subject to the Deferred Units less any Tax-Related Items.

Exchange Control Restrictions. Exchange control restrictions apply to the remittance of funds into and out of China. In the event that Common Shares are delivered upon settlement of the Deferred Units, the Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of Common Shares and any cash distributions paid on such Common Shares to China. The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and the Participant hereby consents and agrees that any proceeds from the sale of Common Shares or any cash distributions paid on such Common Shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Common Shares are sold or distributions are received and the time the proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

## DENMARK

## Terms and Conditions

Exclusion from Termination Indemnities and Other Benefits. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

In accepting the Deferred Units, the Participant acknowledges that he or she understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.



## Notifications

Foreign Asset/Account Reporting Information. The prior rules that required the Participant to submit certain forms (Declaration V and Declaration K) to the Danish Tax Authorities reporting Common Shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank were eliminated as of January 1, 2019. Please note, however, that the Participant is required to report the foreign bank/brokerage accounts and their deposits and Common Shares held in foreign bank or brokerage accounts on his or her personal tax return under the section on foreign affairs and income.

## FRANCE

## Terms and Conditions

Language Consent. By Accepting the Award Agreement providing for the terms and conditions of the Participant’s grant, the Participant confirms having read and understood the documents relating to this grant (the Plan and the Award Agreement) which were provided in the English language. The Participant accepts the terms of these documents accordingly.

Consentement relatif à la réception d'informations en langue anglaise. En acceptant le Contrat d'Attribution décrivant les termes et conditions de l'attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d'Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

## Notifications

Foreign Asset/Account Reporting Information. The Participant may hold Common Shares acquired under the Plan provided the Participant declares all foreign bank and brokerage accounts (including accounts opened or closed during the tax year) in the Participant’s tax return. Failure to comply could trigger significant penalties.

## GERMANY

## Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, he or she must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de).

Foreign Asset/Account Reporting Information. German residents holding Common Shares must notify their local tax office of the acquisition of Common Shares when they file their tax returns for the relevant year if the value of the Common Shares exceeds €150,000 or in the unlikely event that the resident holds Common Shares exceeding 10% of the Company’s capital.



## HONG KONG

## Terms and Conditions

Restrictions on Sale of Common Shares. Any Common Shares received at vesting are accepted as a personal investment. In the event the Deferred Units vest and Common Shares are issued to the Participant within six months of the Date of Grant, the Participant agrees that he or she will not sell any Common Shares acquired prior to the six month anniversary of the Date of Grant.

## Notifications

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, he or she should obtain independent professional advice. Neither the grant of the Deferred Units nor the issuance of underlying Common Shares upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and any Affiliate. This Award Agreement, the Plan and other incidental communication materials distributed in connection with the Deferred Units (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or any Affiliate and may not be distributed to any other person.

## INDIA

## Notifications

Exchange Control Information. Indian residents must repatriate any proceeds from the sale of Common Shares acquired under the Plan or the receipt of any distributions paid on such Common Shares to India and convert the proceeds into local currency within a certain period after receipt (90 days for sale proceeds and 180 days for distributions, or such other period of time as may be required under applicable regulations). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant acknowledges that it is the Participant’s sole responsibility to comply with the applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including Common Shares held outside of India) in their annual tax returns. The Participant is responsible for complying with this reporting obligation and should consult with his or her personal tax advisor in this regard.



## IRELAND

## Terms and Conditions

Nature of Grant. The following provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant acknowledges that any Deferred Units granted to him or her by the Company are separate from any compensation or employment benefits offered to the Participant by the Employer, and that the Deferred Units shall not be considered employment-related compensation for any purposes, including any severance or termination payment made to the Participant by the Employer as a result of his or her termination of Employment.

## ITALY

## Terms and Conditions

Grant Terms Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received and reviewed the Plan and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan and this Award Agreement. The Participant further acknowledges that he or she has specifically read and expressly approves the following provisions of this Award Agreement: Sections 3, 4, 13, 14, 22 and section 3 of Appendix A.

## Notifications

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Common Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Participant should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.

## JAPAN

## Notifications

Foreign Asset/Account Reporting Information. The Participant is required to report the details of any assets held outside of Japan (including Common Shares acquired under the Plan as of December 31), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to his or her personal situation.



## LUXEMBOURG

There are no country-specific provisions.

## MEXICO

Labor Law Acknowledgment. These provisions supplement Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

By accepting the Deferred Units, the Participant understands and agrees that: (i) the Deferred Units are not related to the salary or other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s Employment.

In addition, by signing below, the Participant further acknowledges having read and specifically and expressly approved the terms and conditions in this Award Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Affiliates are not responsible for any decrease in the value of the underlying Common Shares.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend and discontinue the Plan at any time, pursuant to the terms of the Plan, without any liability to the Participant.

The Company, with registered offices at 345 Park Avenue, New York, NY 10154, U.S., is solely responsible for the administration of the Plan and participation in the Plan. The acquisition of Common Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a solely commercial basis and his or her sole employer is BX Real Estate Mexico Sociedad Civil.

Finally, the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and he or she therefore grants a full and broad release to the Employer, the Company and its other Affiliates with respect to any claim that may arise under or in relation to the Plan.

Plan Document Acknowledgment. By accepting the Deferred Units, the Participant acknowledges having received a copy of the Plan, having reviewed the Plan and this Award Agreement in their entirety and fully understood and accepted all provisions of the Plan and the Award Agreement.



## Spanish Translation 

Reconocimiento de la Ley Laboral: Estas disposiciones complementan la Sección 16 del cuerpo principal de este Convenio del Otorgamiento y la Sección 1 del Apéndice A: 

Al aceptar las Unidades Diferidas, el Participante reconoce y acepta que: (i) las Unidades Diferidas no se encuentran relacionadas con el salario ni con otras prestaciones contractuales concedidas al Participante por parte del Empleador; y (ii) cualquier modificación del Plan o la terminación del mismo no constituye un cambio o impedimento de los términos y condiciones del Empleo del Participante. 

Adicionalmente, al firmar el presente documento, el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en este Convenio del Otorgamiento, en los cuales se encuentran claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Sociedad de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Sociedad, así como sus Afiliadas no son responsables por cualquier disminución en el valor de las Unidades Comunes subyacentes. 

Declaración de Política. La invitación por parte de la Sociedad bajo el Plan es unilateral y discrecional y, por lo tanto, la Sociedad se reserva el derecho absoluto de modificar y discontinuar el Plan en cualquier tiempo, de acuerdo con los términos del Plan, sin ninguna responsabilidad hacia el Participante. 

La Sociedad, con oficinas registradas ubicadas en 345 Park Avenue, New York, NY, 10154, EE.UU., es la única responsable por la administración del Plan y de la participación en el mismo. La adquisición de Unidades Comunes no establece de forma alguna, una relación laboral entre el Participante y la Sociedad, ya que la participación en el Plan es completamente comercial y el único patrón es BX Real Estate México Sociedad Civil. 

Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Sociedad por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, la Sociedad y sus otras Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan. 

Reconocimiento dede Documentos del Plan. Al aceptar las Unidades Diferidas, el Participante reconoce que ha recibido una copia del Plan, que ha revisado el Plan y este Convenio del Otorgamiento en su totalidad, y que los ha entendido completamente y acepta todas las disposiciones contenidas en el Pan y en el Convenio del Otorgamiento.



## SINGAPORE

## Terms and Conditions

Restrictions on Sale and Transferability. The Participant hereby agrees that any Common Shares acquired will not be offered for sale in Singapore prior to the six month anniversary of the Date of Grant, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"), or pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

## Notifications

Securities Law Information. The grant is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to the Participant with a view to the Deferred Units or the Common Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer/Director Notification Obligation. If the Participant is the chief executive officer (“CEO”) or a director, associate director or shadow director of a Singaporean affiliate of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Directors and CEOs must notify the Singaporean affiliate in writing of an interest (e.g., Deferred Units, Common Shares) in the Company or any related affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Common Shares are sold), or (iii) becoming a director / CEO.

## SOUTH KOREA

## Notifications

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

## SPAIN

## Terms and Conditions

No Entitlement or Claims for Compensation. By accepting the grant, the Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan document.



The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Deferred Units under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate, on an ongoing basis, other than as expressly set forth in this Award Agreement. Consequently, the Participant understands that the grant is given on the assumption and condition that the Deferred Units or underlying Common Shares acquired upon vesting shall not become part of any employment or other service contract (whether with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Deferred Units shall be null and void.

Further, the vesting of the Deferred Units is expressly conditioned on the Participant’s continued and active rendering of service, such that if the Participant’s Employment terminates the Deferred Units cease vesting immediately effective on the date of the Participant’s termination of Employment, unless otherwise provided in this Award Agreement. This will be the case if the Participant’s Employment terminates for any reason including, but not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

## Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of Deferred Units under the Plan. The Plan and this Award Agreement, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.

Exchange Control Information. The Participant must declare the acquisition, ownership and disposition of Common Shares to the Spanish Dirección General de Comercio e Inversiones (“DGCI”) of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration must be made in January for Common Shares owned as of December 31 of the prior year and/or Common Shares acquired or disposed of during the prior year; however, if the value of the Common Shares acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board), the declaration must be filed within one month of the acquisition or disposition, as applicable.



In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Common Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Common Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds rights or assets (e.g., cash or Common Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 of if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

## UNITED ARAB EMIRATES

## Terms and Conditions

Nature of Grant. This provision supplements Section 16 of the main body of this Award Agreement and Section 1 of Appendix A:

The Participant acknowledges that the Deferred Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Deferred Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable.

## Notifications

Securities Law Information. The grant of Deferred Units is being offered only to eligible individuals under the Plan and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying the documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or this Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.



## UNITED KINGDOM

## Terms and Conditions

Withholding. The following provisions further supplement Section 13 of this Award Agreement:

Without limitation to any provision of the Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty's Revenue & Customs ("HRMC") (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant's behalf to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, in the event that the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Participant understands that he or she may not be able to indemnify the Company for the amount of any income tax not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the income tax not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any National Insurance contributions due on this additional benefit, which may also be recovered from the Participant at any time by any of the means referred to in this Section 13.



# HIGHLY CONFIDENTIAL & TRADE SECRET

BREA EUROPE VI (CAYMAN) L.P.

AMENDED AND RESTATED

AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP

DATED FEBRUARY 26, 2020
EFFECTIVE MAY 8, 2019

THE EXEMPTED LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) OF BREA EUROPE VI (CAYMAN) L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, THE EXEMPTED LIMITED PARTNERSHIP LAW OF THE CAYMAN ISLANDS, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



## TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1. Definitions
Section 1.2. Terms Generally
ARTICLE II GENERAL PROVISIONS
Section 2.1. General Partner, Limited Partner, Special Partner
Section 2.2. Formation; Name; Foreign Jurisdictions
Section 2.3. Term
Section 2.4. Purposes; Powers
Section 2.5. Place of Business
Section 2.6. Withdrawal of Initial Limited Partner
ARTICLE III MANAGEMENT
Section 3.1. General Partner
Section 3.2. Partner Voting, etc.
Section 3.3. Management
Section 3.4. Responsibilities of Partners
Section 3.5. Exculpation and Indemnification
Section 3.6. Representations of Partners
Section 3.7. Tax Representation and Further Assurances
ARTICLE IV CAPITAL OF THE PARTNERSHIP
Section 4.1. Capital Contributions by Partners
Section 4.2. Interest
Section 4.3. Withdrawals of Capital
ARTICLE V PARTICIPATION IN PROFITS AND LOSSES
Section 5.1. General Accounting Matters
Section 5.2. GP-Related Capital Accounts
Section 5.3. GP-Related Profit Sharing Percentages
Section 5.4. Allocations of GP-Related Net Income (Loss)
Section 5.5. Liability of Partners
Section 5.6. Liability of General Partner
Section 5.7. Repurchase Rights, etc.
Section 5.8. Distributions
Section 5.9. Business Expenses
Section 5.10. Tax Capital Accounts; Tax Allocations
ARTICLE VI ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION
Section 6.1. Additional Partners
Section 6.2. Withdrawal of Partners
Section 6.3. GP-Related Partner Interests Not Transferable



## TABLE OF CONTENTS
(continued)

Section 6.4. Consequences upon Withdrawal of a Partner 53
Section 6.5. Satisfaction and Discharge of a Withdrawn Partner's GP-Related Partner Interests 54
Section 6.6. Dissolution of the Partnership 60
Section 6.7. Certain Tax Matters 60
Section 6.8. Special Basis Adjustments 61
ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS 61
Section 7.1. Capital Commitment Interests, etc. 61
Section 7.2. Capital Commitment Capital Accounts 63
Section 7.3. Allocations 63
Section 7.4. Distributions 64
Section 7.5. Valuations 68
Section 7.6. Disposition Election 68
Section 7.7. Capital Commitment Special Distribution Election 69
ARTICLE VIII WITHDRAWAL, ADMISSION OF NEW PARTNERS 69
Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests 69
Section 8.2. Transfer of Partner's Capital Commitment Interest 75
Section 8.3. Compliance with Law 75
ARTICLE IX DISSOLUTION 75
Section 9.1. Dissolution 75
Section 9.2. Final Distribution 76
Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests 76
ARTICLE X MISCELLANEOUS 77
Section 10.1. Submission to Jurisdiction; Waiver of Jury Trial 77
Section 10.2. Ownership and Use of the Blackstone Name 78
Section 10.3. Written Consent 79
Section 10.4. Letter Agreements; Schedules 79
Section 10.5. Governing Law; Separability of Provisions 79
Section 10.6. Successors and Assigns; Third Party Beneficiaries 79
Section 10.7. Confidentiality 80
Section 10.8. Notices 81
Section 10.9. Counterparts 81
Section 10.10. Power of Attorney 81
Section 10.11. Partner's Will 82
Section 10.12. Cumulative Remedies 82
Section 10.13. Legal Fees 82
Section 10.14. Entire Agreement; Modifications 82
Section 10.15. Effective Date 82
Section 10.16. Third Party Rights 82



## BREA EUROPE VI (CAYMAN) L.P.

AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated February 26, 2020, and effective May 8, 2019, of BREA Europe VI (Cayman) L.P., a Cayman Islands exempted limited partnership (the "Partnership"), by and between Blackstone Real Estate Associates Europe (Delaware) VI L.L.C., a Delaware limited liability company, as general partner of the Partnership (the "General Partner"), Mapcal Limited, as initial limited partner (the "Initial Limited Partner"), the limited partners listed as Limited Partners in the books and records of the Partnership, and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

## WITNESSETH

WHEREAS, the General Partner, as general partner, and Mapcal Limited, as initial limited partner, entered into an Exempted Limited Partnership Agreement dated September 25, 2018 (the "Original Agreement") and formed an exempted limited partnership under the laws of the Cayman Islands under the name of BREA Europe VI (Cayman) L.P.; and

WHEREAS, the parties hereto desire to enter into this Amended and Restated Agreement of Exempted Limited Partnership, effective on May 8, 2019, and hereby amend and restate the Original Agreement in its entirety and reflect the withdrawal of the Initial Limited Partner, in each case effective on May 8, 2019;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree that the Original Agreement shall be amended and restated in its entirety as follows:

## ARTICLE I

## DEFINITIONS

Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Adjustment Amount” has the meaning set forth in Section 8.1(b)(ii).

“Advancing Party” has the meaning set forth in Section 7.1(c).

“Affiliate” when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty and as the context requires, endowment funds, estate planning vehicles (including any trusts, family members, family investment vehicles, descendant, trusts and other related persons and entities), charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees and/or related persons.



“Agreement” means this Amended and Restated Limited Agreement of Exempted Limited Partnership, as it may be further amended, supplemented, restated or otherwise modified from time to time.

“Applicable Collateral Percentage” with respect to any Firm Collateral or Special Firm Collateral, has the meaning set forth in the books and records of the Partnership with respect thereto.

“Associates Europe VI” means Blackstone Real Estate Associates Europe VI L.P., a Cayman Islands exempted limited partnership and the general partner of BREP Europe VI, or any other entity that serves as the general partner, special general partner or managing member of a vehicle indicated in the definition of BREP Europe VI.

“Associates Europe VILP Agreement” means the limited partnership agreement, dated as of the date set forth therein, of Associates Europe VI, as it may be amended, supplemented, restated or otherwise modified from time to time.

“Bankruptcy” means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his or her assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his or her inability to pay his or her debts as they become due; (iii) the failure of such person to pay his or her debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his or her consenting to, or defaulting in answering, a Bankruptcy petition filed against him or her in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his or her assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive days.

“BE Agreement” means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity referred to in the definition of “Blackstone Entity,” as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time.

“BE Investment” means any direct or indirect investment by any Blackstone Entity.



“Blackstone” means, collectively, The Blackstone Group Inc., a Delaware corporation, and any successor thereto, and any Affiliate thereof (excluding any natural persons and any portfolio companies, investments or similar entities of any Blackstone-sponsored fund (or any affiliate thereof that is not otherwise an Affiliate of The Blackstone Group Inc.)).

“Blackstone Capital Commitment” has the meaning set forth in the BREP Europe VI Partnership Agreement.

“Blackstone Entity” means any partnership, limited liability company or other entity (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund) that is an Affiliate of The Blackstone Group Inc., as designated by the General Partner in its sole discretion.

“BREP Europe VI” means (i) Blackstone Real Estate Partners Europe VI SCSp, a special limited partnership (société en commandite spéciale) established under the laws of the Grand Duchy of Luxembourg, (ii) any other Alternative Investment Vehicles, Parallel Funds or other Supplemental Capital Vehicles (each as defined in the respective partnership agreements for the partnerships referred to in clause (i) of this definition), (iii) any other investment vehicle established pursuant to Article II of the respective partnership agreements for any of the partnerships referred to in clause (i) of this definition, and (iv) any other limited partnership, limited liability company or other entity (in each case, whether now or hereafter established) of which Associates Europe VI or the Partnership serves, directly or indirectly, as the general partner, special general partner, manager, managing member or in a similar capacity.

“BREP Europe VI Agreements” is the collective reference to the BREP Europe VI Partnership Agreement and any governing agreement of any of the partnerships or other entities referred to in clauses (ii), (iii) or (iv) of the definition of “BREP Europe VI.”

“BREP Europe VI Partnership Agreement” means the partnership agreements of the limited partnerships named in clause (i) of the definition of “BREP Europe VI,” as they may be amended, supplemented, restated or otherwise modified from time to time.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York, New York.

“Capital Commitment Associates Europe VI Partner Interest” means the interest of the Partnership, if any, as a limited partner of Associates Europe VI with respect to any Capital Commitment BREP Europe VI Interest that may be held by Associates Europe VI.

“Capital Commitment BREP Europe VI Commitment” means the Capital Commitment (as defined in the BREP Europe VI Partnership Agreement), if any, of the Partnership or Associates Europe VI to BREP Europe VI that relates solely to the Capital Commitment BREP Europe VI Interest, if any.



“Capital Commitment BREP Europe VI Interest” means the Interest (as defined in the BREP Europe VI Partnership Agreement), if any, of the Partnership or Associates Europe VI as a capital partner in BREP Europe VI.

“Capital Commitment BREP Europe VI Investment” means the Partnership’s interest in a specific investment of BREP Europe VI, which interest may be held by the Partnership (i) through the Partnership’s direct interest in BREP Europe VI through the Partnership’s Capital Commitment BREP Europe VI Interest, if the Partnership holds the Capital Commitment BREP Europe VI Interest, or (ii) through the Partnership’s interest in Associates Europe VI and Associates Europe VI’s interest in BREP Europe VI through Associates Europe VI’s Capital Commitment BREP Europe VI Interest, if Associates Europe VI holds the Capital Commitment BREP Europe VI Interest.

“Capital Commitment Capital Account” means, with respect to each Capital Commitment Investment for each Partner, the account maintained for such Partner to which are credited such Partner’s contributions to the Partnership with respect to such Capital Commitment Investment and any net income allocated to such Partner pursuant to Section 7.3 with respect to such Capital Commitment Investment and from which are debited any distributions with respect to such Capital Commitment Investment to such Partner and any net losses allocated to such Partner with respect to such Capital Commitment Investment pursuant to Section 7.3. In the case of any such distribution in kind, the Capital Commitment Capital Accounts for the related Capital Commitment Investment shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash, and any resulting gain or loss on such sale shall be allocated to the Partners participating in such Capital Commitment Investment pursuant to Section 7.3.

“Capital Commitment Class A Interest” has the meaning set forth in Section 7.4(f).

“Capital Commitment Class B Interest” has the meaning set forth in Section 7.4(f).

“Capital Commitment Defaulting Party” has the meaning set forth in Section 7.4(g)(ii)(A).

“Capital Commitment Deficiency Contribution” has the meaning set forth in Section 7.4(g)(ii)(A).

“Capital Commitment Disposable Investment” has the meaning set forth in Section 7.4(f).

“Capital Commitment Distributions” means, with respect to each Capital Commitment Investment, all amounts of distributions received by the Partnership with respect to such Capital Commitment Investment solely in respect of the Capital Commitment BREP Europe VI Interest, if any, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of such Capital Commitment Investment as it may determine in good faith is appropriate.



“Capital Commitment Giveback Amount” has the meaning set forth in Section 7.4(g)(i).

“Capital Commitment Interest” means the interest of a Partner in a specific Capital Commitment Investment as provided herein.

“Capital Commitment Investment” means any Capital Commitment BREP Europe VI Investment, but shall exclude any GP-Related Investment.

“Capital Commitment Liquidating Share” means, with respect to each Capital Commitment Investment, in the case of dissolution of the Partnership, the related Capital Commitment Capital Account of a Partner (less amounts reserved in accordance with Section 9.3) as of the close of business on the effective date of dissolution.

“Capital Commitment Net Income (Loss)” means, with respect to each Capital Commitment Investment, all amounts of income received by the Partnership with respect to such Capital Commitment Investment, including without limitation gain or loss in respect of the disposition, in whole or in part, of such Capital Commitment Investment, less any costs, fees and expenses of the Partnership allocated thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership anticipated to be allocated thereto.

“Capital Commitment Partner Carried Interest” means, with respect to any Partner, the aggregate amount of distributions or payments received by such Partner (in any capacity) from Affiliates of the Partnership in respect of or relating to “carried interest.” Capital Commitment Partner Carried Interest includes any amount initially received by an Affiliate of the Partnership from any fund (including BREP Europe VI, any similar funds formed after the date hereof, and any Other Blackstone Funds (as defined in the BREP Europe VI Partnership Agreement), whether or not in existence as of the date hereof) to which such Affiliate serves as general partner (or in another similar capacity) that exceeds such Affiliate’s pro rata share of distributions from such fund based upon capital contributions thereto (or the capital contributions to make the investment of such fund giving rise to such “carried interest”).

“Capital Commitment Partner Interest” means a Partner’s exempted limited partnership interest in the Partnership which relates (i) to any Capital Commitment BREP Europe VI Interest held by the Partnership or (ii) through the Partnership and Associates Europe VI, to any Capital Commitment BREP Europe VI Interest that may be held by Associates Europe VI.

“Capital Commitment Profit Sharing Percentage” means, with respect to each Capital Commitment Investment, the percentage interest of a Partner in Capital Commitment Net Income (Loss) from such Capital Commitment Investment set forth in the books and records of the Partnership.



“Capital Commitment Recontribution Amount” has the meaning set forth in Section 7.4(g)(i).

“Capital Commitment-Related Capital Contributions” has the meaning set forth in Section 7.1(b).

“Capital Commitment-Related Commitment” means, with respect to any Partner, such Partner’s commitment to the Partnership relating to such Partner’s Capital Commitment Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

“Capital Commitment Special Distribution” has the meaning set forth in Section 7.7(a).

“Capital Commitment Value” has the meaning set forth in Section 7.5.

“Carried Interest” means (i) “Carried Interest Distributions” as defined in the BREP Europe VI Partnership Agreement, and (ii) any other carried interest distribution to a Fund GP pursuant to any BREP Europe VI Agreement. In the case of each of (i) and (ii) above, except as determined by the General Partner, the amount shall not be less any costs, fees and expenses of the Partnership with respect to the interest and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect to the interest (in each case which the General Partner may allocate among all or any portion of the GP-Related Investments as it determines in good faith is appropriate).

“Carried Interest Give Back Percentage” means, for any Partner or Withdrawn Partner, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Partner or Withdrawn Partner from the Partnership or any Other Fund GPs or their Affiliates in respect of Carried Interest by (B) the aggregate amount of distributions made to all Partners, Withdrawn Partners or any other person by the Partnership or any Other Fund GP or any of their Affiliates (in any capacity) in respect of Carried Interest. For purposes of determining any “Carried Interest Give Back Percentage” hereunder, all Trust Amounts contributed to the Trust by the Partnership or any Other Fund GPs on behalf of a Partner or Withdrawn Partner (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Partners and Withdrawn Partners as members, partners or other equity interest owners of the Partnership or any of the Other Fund GPs or their Affiliates.

“Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

“Cause” means the occurrence or existence of any of the following with respect to any Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by any Partner of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partner that are established by the General Partner, (y) such



Partner’s deliberate failure to perform his or her duties to the Partnership or any of its Affiliates, or (z) such Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership or any of its Affiliates in a material way as determined by the General Partner; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a “Notice of Breach”) within 15 days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform or conduct or behavior within 15 days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional 15 days, as shall be reasonably required for such cure; provided, that such Partner is diligently pursuing such cure); (ii) any act of actual fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or any of its Affiliates; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony (under U.S. law or its equivalent in any jurisdiction) or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Partner’s ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the business of the Partnership and its Affiliates or (B) the business of the Partnership and its Affiliates or (iv) becoming subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D under the Securities Act.

“Clawback Adjustment Amount” has the meaning set forth in Section 5.8(e)(ii)(C).

“Clawback Amount” means the “Clawback Amount” and the “Interim Clawback Amount”, each as defined in the BREP Europe VI Partnership Agreement, and any other clawback amount payable to the limited partners of BREP Europe VI or to BREP Europe VI pursuant to any BREP Europe VI Agreement, as applicable.

“Clawback Provisions” means paragraphs 4.2.9 and 9.2.7 of the BREP Europe VI Partnership Agreement and any other similar provisions in any other BREP Europe VI Agreement existing heretofore or hereafter entered into.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code means, where appropriate, the corresponding provision in any successor statute.

“Commitment Agreements” means the agreements between the Partnership or an Affiliate thereof and Partners, pursuant to which each Partner undertakes certain obligations, including the obligation to make capital contributions pursuant to Section 4.1 and/or Section 7.1. Each Commitment Agreement is hereby incorporated by reference as between the Partnership and the relevant Partner.



“Contingent” means subject to repurchase rights and/or other requirements.

The term “control” when used with reference to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock or other equity interest ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock or other equity interest ownership, agency or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Controlled Entity” when used with reference to another person means any person controlled by such other person.

“Covered Person” has the meaning set forth in Section 3.5(a).

“Deceased Partner” means any Partner or Withdrawn Partner who has died or who suffers from Incompetence. For purposes hereof, references to a Deceased Partner shall refer collectively to the Deceased Partner and the estate and heirs or legal representative of such Deceased Partner, as the case may be, that have received such Deceased Partner’s interest in the Partnership.

“Default Interest Rate” means the lower of (i) the sum of (a) the Prime Rate and (b) 5%, or (ii) the highest rate of interest permitted under applicable law.

“Delaware Arbitration Act” has the meaning set forth in Section 10.1(d).

“Estate Planning Vehicle” has the meaning set forth in Section 6.3(a).

“Excess Holdback” has the meaning set forth in Section 4.1(d)(v)(A).

“Excess Holdback Percentage” has the meaning set forth in Section 4.1(d)(v)(A).

“Excess Tax-Related Amount” has the meaning set forth in Section 5.8(e).

“Existing Partner” means any Partner who is neither a Retaining Withdrawn Partner nor a Deceased Partner.

“Final Event” means the death, Total Disability, Incompetence, Bankruptcy, liquidation, dissolution or Withdrawal from the Partnership of any person who is a Partner.

“Firm Advances” has the meaning set forth in Section 7.1(c).



“Firm Collateral” means a Partner’s or Withdrawn Partner’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Partnership, and certain other assets of such Partner or Withdrawn Partner, in each case that has been pledged, charged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Partner or Withdrawn Partner as more fully described in the Partnership’s books and records; provided, that for all purposes hereof (and any other agreement (e.g., the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).

“Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(v)(B).

“Fiscal Year” means a calendar year, or any other period chosen by the General Partner.

“Fund GP” means the Partnership (only with respect to the GP-Related BREP Europe VI Interest) and the Other Fund GPs.

“GAAP” means U.S. generally accepted accounting principles.

“General Partner” means Blackstone Real Estate Associates Europe (Delaware) VI L.L.C. and any person admitted to the Partnership as an additional or substitute general partner of the Partnership in accordance with the provisions of this Agreement and the Partnership Act (until such time as such person ceases to be a general partner of the Partnership as provided herein or in the Partnership Act).

“Giveback Amount(s)” means the amount(s) payable by partners of BREP Europe VI pursuant to the Giveback Provisions.

“Giveback Provisions” means paragraph 3.4.3 of the BREP Europe VI Partnership Agreement and any other similar provisions in any other BREP Europe VI Agreement existing heretofore or hereafter entered into.

“Governmental Entity” has the meaning set forth in Section 10.7(b).

“GP-Related Associates Europe VI Interest” means the interest of the Partnership as a limited partner of Associates Europe VI with respect to the GP-Related BREP Europe VI Interest, but does not include any interest of the Partnership in Associates Europe VI with respect to any Capital Commitment BREP Europe VI Interest that may be held by Associates Europe VI.

“GP-Related BREP Europe VI Interest” means the interest of Associates Europe VI in BREP Europe VI as general partner of BREP Europe VI, excluding any Capital Commitment BREP Europe VI Interest that may be held by Associates Europe VI.

“GP-Related BREP Europe VI Investment” means the Partnership’s indirect interest in Associates Europe VI’s indirect interest in an Investment (for purposes of this definition, as defined in the BREP Europe VI Partnership Agreement) in Associates Europe VI’s capacity as general partner and/or special general partner of BREP Europe VI, but does not include any Capital Commitment Investment.



“GP-Related Capital Account” has the meaning set forth in Section 5.2(a).

“GP-Related Capital Contributions” has the meaning set forth in Section 4.1(a).

“GP-Related Class A Interest” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Class B Interest” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Commitment”, with respect to any Partner, means such Partner’s commitment to the Partnership relating to such Partner’s GP-Related Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

“GP-Related Defaulting Party” has the meaning set forth in Section 5.8(d)(ii)(A).

“GP-Related Deficiency Contribution” has the meaning set forth in Section 5.8(d)(ii)(A).

“GP-Related Disposable Investment” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Giveback Amount” has the meaning set forth in Section 5.8(d)(i)(A).

“GP-Related Investment” means any investment (direct or indirect) of the Partnership in respect of the GP-Related BREP Europe VI Interest (including, without limitation, any GP-Related BREP Europe VI Investment, but excluding any Capital Commitment Investment).

“GP-Related Net Income (Loss)” has the meaning set forth in Section 5.1(b).

“GP-Related Partner Interest” of a Partner means all exempted limited partnership interests of such Partner in the Partnership (other than such Partner’s Capital Commitment Partner Interest), including, without limitation, such Partner’s exempted limited partnership interest in the Partnership with respect to the GP-Related BREP Europe VI Interest and with respect to all GP-Related Investments.

“GP-Related Profit Sharing Percentage” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Partner; provided, that any references in this Agreement to GP-Related Profit Sharing Percentages made (i) in connection with voting or voting rights or (ii) GP-Related Capital Contributions with respect to GP-Related Investments (including Section 5.3(b)) means the “Non-Carried Interest Sharing Percentage” of each Partner; provided further, that the term “GP-Related Profit Sharing Percentage” shall not include any Capital Commitment Profit Sharing Percentage.



“GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

“GP-Related Required Amounts” has the meaning set forth in Section 4.1(a).

“GP-Related Unallocated Percentage” has the meaning set forth in Section 5.3(b).

“GP-Related Unrealized Net Income (Loss)” attributable to any GP-Related BREP Europe VI Investment as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related BREP Europe VI Investment if BREP Europe VI’s entire portfolio of investments were sold on such date for cash in an amount equal to their aggregate value on such date (determined in accordance with Section 5.1(e)) and all distributions payable by BREP Europe VI to the Partnership (indirectly through the general partner of BREP Europe VI) pursuant to any BREP Europe VI Partnership Agreement with respect to such GP-Related BREP Europe VI Investment were made on such date.

“GP-Related Unrealized Net Income (Loss)” attributable to any other GP-Related Investment (other than any Capital Commitment Investment) as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related Investment if such GP-Related Investment were sold on such date for cash in an amount equal to its value on such date (determined in accordance with Section 5.1(e)).

“Hollback” has the meaning set forth in Section 4.1(d)(i).

“Hollback Percentage” has the meaning set forth in Section 4.1(d)(i).

“Hollback Vote” has the meaning set forth in Section 4.1(d)(iv)(A).

“Holdings” means Blackstone Holdings IV L.P., a Québec société en commandite.

“Incompetence” means, with respect to any Partner, the determination by the General Partner in its sole discretion, after consultation with a qualified medical doctor, that such Partner is incompetent to manage his or her person or his or her property.

“Initial Holldback Percentages” has the meaning set forth in Section 4.1(d)(i).

“Initial Limited Partner” has the meaning set forth in the recitals.

“Interest” means a Partner’s exempted limited partnership interest in the Partnership (including the right of a Limited Partner to any and all benefits to which a Limited Partner may be entitled as provided in this Agreement, together with the obligations of such Limited Partner to comply with all the terms and provisions of this Agreement), including any interest that is held by a Retaining Withdrawn Partner and including any Partner’s GP-Related Partner Interest and Capital Commitment Partner Interest.



“Investment” means any investment (direct or indirect) of the Partnership designated by the General Partner from time to time as an investment in which the Partners’ respective interests shall be established and accounted for on a basis separate from the Partnership’s other businesses, activities and investments, including (a) GP-Related Investments, and (b) Capital Commitment Investments.

“Investor Note” means a promissory note of a Partner evidencing indebtedness incurred by such Partner to purchase a Capital Commitment Interest, the terms of which were or are approved by the General Partner and which is secured by such Capital Commitment Interest, all other Capital Commitment Interests of such Partner and all other interests of such Partner in Blackstone Entities; provided, that such promissory note may also evidence indebtedness relating to other interests of such Partner in Blackstone Entities, and such indebtedness shall be prepayable with Capital Commitment Net Income (whether or not such indebtedness relates to Capital Commitment Investments) as set forth in this Agreement, the Investor Note, the other BE Agreements and any documentation relating to Other Sources; provided further, that references to “Investor Notes” herein refer to multiple loans made pursuant to such note, whether made with respect to Capital Commitment Investments or other BE Investments, and references to an “Investor Note” refer to one such loan as the context requires. In no way shall any indebtedness incurred to acquire Capital Commitment Interests or other interests in Blackstone Entities be considered part of the Investor Notes for purposes hereof if the Lender or Guarantor is not the lender or guarantor with respect thereto.

“Investor Special Partner” means any Special Partner so designated at the time of its admission by the General Partner as a Partner of the Partnership.

“Issuer” means the issuer of any Security comprising part of an Investment.

“L/C” has the meaning set forth in Section 4.1(d)(vi).

“L/C Partner” has the meaning set forth in Section 4.1(d)(vi).

“Lender or Guarantor” means Blackstone Holdings I L.P., in its capacity as lender or guarantor under the Investor Notes, or any other Affiliate of the Partnership that makes or guarantees loans to enable a Partner to acquire Capital Commitment Interests or other interests in Blackstone Entities.

“Limited Partner” means each of the parties listed as Limited Partners in the books and records of the Partnership or any person that has been admitted to the Partnership as a substituted or additional Limited Partner in accordance with the terms of this Agreement, each in its capacity as a limited partner of the Partnership. For the avoidance of doubt, the term “Limited Partner” does not include the General Partner or any Special Partners (notwithstanding the fact that Special Partners are limited partners of the Partnership).

“Loss Amount” has the meaning set forth in Section 5.8(e)(i)(A).

“Loss Investment” has the meaning set forth in Section 5.8(e).



“Losses” has the meaning set forth in Section 3.5(b)(i).

“Majority in Interest of the Partners” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner as of which the Partners’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Net Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(C).

“Net Carried Interest Distribution Recontribution Amount” has the meaning set forth in Section 5.8(e).

“Net GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

“Non-Carried Interest” means, with respect to each GP-Related Investment, all amounts of distributions, other than Carried Interest and other than Capital Commitment Distributions, received by the Partnership with respect to such GP-Related Investment, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of the GP-Related Investments as it may determine in good faith is appropriate.

“Non-Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Non-Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

“Non-Contingent” means generally not subject to repurchase rights or other requirements.

“Nonvoting Partner” has the meaning set forth in Section 8.2.

“Nonvoting Special Partner” has the meaning set forth in Section 6.1(a).

“Original Agreement” has the meaning set forth in the recitals.



“Other Fund GPs” means Associates Europe VI and any other entity (other than the Partnership) through which any Partner, Withdrawn Partner or any other person directly receives any amounts of Carried Interest, and any successor thereto; provided, that this includes any other entity which has in its organizational documents a provision which indicates that it is a “Fund GP” or an “Other Fund GP”; provided further, that notwithstanding any of the foregoing, neither Blackstone Real Estate Associates Europe Delaware VI L.L.C. nor Holdings nor any Estate Planning Vehicle established for the benefit of family members of any Partner or of any member or partner of any Other Fund GP shall be considered an “Other Fund GP” for purposes hereof.

“Other Sources” means (i) distributions or payments of Capital Commitment Partner Carried Interest (which shall include amounts of Capital Commitment Partner Carried Interest which are not distributed or paid to a Partner but are instead contributed to a trust (or similar arrangement) to satisfy any “holdback” obligation with respect thereto), and (ii) distributions from Blackstone Entities (other than the Partnership) to such Partner.

“Parallel Fund” means any additional collective investment vehicle (or other similar arrangement) formed pursuant to paragraph 2.8 of the BREP Europe VI Partnership Agreement.

“Partner” means any person who is a partner of the Partnership, including the Limited Partners, the General Partner and the Special Partners. Except as otherwise specifically provided herein, no group of Partners, including the Special Partners and any group of Partners in the same Partner Category, shall have any right to vote as a class on any matter relating to the Partnership, including, but not limited to, any merger, reorganization, dissolution or liquidation.

“Partner Category” means the General Partner, Existing Partners, Retaining Withdrawn Partners or Deceased Partners, each referred to as a group for purposes hereof.

“Partnership” has the meaning set forth in the preamble hereto.

“Partnership Act” means the Exempted Limited Partnership Law of the Cayman Islands, as it may be amended from time to time, and any successor to such statute.

“Partnership Affiliate” has the meaning set forth in Section 3.3(b).

“Partnership Affiliate Governing Agreement” has the meaning set forth in Section 3.3(b).

“Pledgable Blackstone Interests” has the meaning set forth in Section 4.1(d)(v)(A).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate.

“Qualifying Fund” means any fund designated by the General Partner as a “Qualifying Fund”.



“Repurchase Period” has the meaning set forth in Section 5.8(c).

“Required Rating” has the meaning set forth in Section 4.1(d)(vi).

“Retained Portion” has the meaning set forth in Section 7.6(a).

“Retaining Withdrawn Partner” means a Withdrawn Partner who has retained a GP-Related Partner Interest, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Partner shall be considered a Nonvoting Special Partner for all purposes hereof.

“Securities” means any debt or equity securities of an Issuer and its subsidiaries and other Controlled Entities constituting part of an Investment, including without limitation common and preferred stock, interests in limited partnerships and interests in limited liability companies (including warrants, rights, put and call options and other options relating thereto or any combination thereof), notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, choses in action, other property or interests commonly regarded as securities, interests in real property, whether improved or unimproved, interests in oil and gas properties and mineral properties, short-term investments commonly regarded as money-market investments, bank deposits and interests in personal property of all kinds, whether tangible or intangible.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute.

“Settlement Date” has the meaning set forth in Section 6.5(a).

“SMD Agreements” means the agreements between the Partnership and/or one or more of its Affiliates and certain of the Partners, pursuant to which each such Partner undertakes certain obligations with respect to the Partnership and/or its Affiliates. The SMD Agreements are hereby incorporated by reference as between the Partnership and the relevant Partner.

“Special Firm Collateral” means interests in a Qualifying Fund or other assets that have been pledged or charged to the Trustee(s) to satisfy all or any portion of a Partner’s or Withdrawn Partner’s Holdback obligation (excluding any Excess Holdback) as more fully described in the Partnership’s books and records.

“Special Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(viii)(B).

“Special Partner” means any person shown in the books and records of the Partnership as a Special Partner of the Partnership, including any Nonvoting Special Partner and any Investor Special Partner.

“S&P” means Standard & Poor’s Ratings Group, and any successor thereto.



“Subject Investment” has the meaning set forth in Section 5.8(e)(i).

“Subject Partner” has the meaning set forth in Section 4.1(d)(iv)(A).

“Successor in Interest” means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.

“Tax Advances” has the meaning set forth in Section 6.7(d).

“Tax Matters Partner” has the meaning set forth in Section 6.7(b).

“TM” has the meaning set forth in Section 10.2.

“Total Disability” means the inability of a Limited Partner substantially to perform the services required of such Limited Partner (in its capacity as such or in any other capacity with respect to any Affiliate of the Partnership) for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

“Transfer” has the meaning set forth in Section 8.2.

“Trust Account” has the meaning set forth in the Trust Agreement.

“Trust Agreement” means the Trust Agreement, dated as of the date set forth therein, as amended, supplemented, restated or otherwise modified from time to time, among the Partners, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

“Trust Amount” has the meaning set forth in the Trust Agreement.

“Trust Income” has the meaning set forth in the Trust Agreement.

“Trustee(s)” has the meaning set forth in the Trust Agreement.

“Unadjusted Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(B).

“Unallocated Capital Commitment Interests” has the meaning set forth in Section 8.1(f).

“U.S.” means the United States of America.



“Withdraw” or “Withdrawal” means, with respect to a Partner, such Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) for any reason (including death, disability, removal, resignation, retirement or the occurrence of any other “event of withdrawal” of the General Partner pursuant to Section 36(7) of the Partnership Act, whether such is voluntary or involuntary), unless the context shall limit the type of withdrawal to a specific reason, and “Withdrawn” with respect to a Partner means, as aforesaid, such Partner ceasing to be a partner of the Partnership.

“Withdrawal Date” means the date of the Withdrawal from the Partnership of a Withdrawn Partner.

“Withdrawn Partner” means a Limited Partner whose GP-Related Partner Interest or Capital Commitment Partner Interest in the Partnership has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Partner.

“W-8BEN” has the meaning set forth in Section 3.7.

“W-8BEN-E” has the meaning set forth in Section 3.7.

“W-8IMY” has the meaning set forth in Section 3.7.

“W-9” has the meaning set forth in Section 3.7.

Section 1.2. Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

## ARTICLE II

## GENERAL PROVISIONS

Section 2.1. General Partner, Limited Partner, Special Partner. The Partners may be General Partners, Limited Partners or Special Partners. The General Partner as of the date hereof is Blackstone Real Estate Associates Europe (Delaware) VI L.L.C. The Limited Partners and Special Partners shall be as shown in the books and records of the Partnership which shall be maintained in accordance with the Partnership Act. The books and records of the Partnership contain the GP-Related Profit Sharing Percentage and GP-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the GP-Related Investments of the Partnership as of the date hereof. The books and records of the Partnership contain the Capital Commitment Profit Sharing Percentage and Capital Commitment-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the Capital Commitment Investments of the Partnership as of the date hereof. The books and records of the Partnership shall be amended by the General Partner from time to time, in



accordance with the Partnership Act and this Agreement, to reflect additional GP-Related Investments, additional Capital Commitment Investments, dispositions by the Partnership of GP-Related Investments, dispositions by the Partnership of Capital Commitment Investments, the GP-Related Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the Capital Commitment Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified to the time, the admission of additional Partners, the Withdrawal of Partners, the transfer or assignment of interests in the Partnership pursuant to the terms of this Agreement and any other matters required by the Partnership Act. At the time of admission of each additional Partner, the General Partner shall determine in its sole discretion the GP-Related Investments and Capital Commitment Investments in which such Partner shall participate and such Partner's GP-Related Commitment, Capital Commitment-Related Commitment, GP-Related Profit Sharing Percentage with respect to each such GP-Related Investment and Capital Commitment Profit Sharing Percentage with respect to each such Capital Commitment Investment. Each Partner may have a GP-Related Partner Interest and/or a Capital Commitment Partner Interest.

Section 2.2. Formation; Name; Foreign Jurisdictions. The Partnership was formed by the Original Agreement and registered as an exempted limited partnership, pursuant to the Partnership Act and is hereby continued as an exempted limited partnership pursuant to the Partnership Act and shall conduct its activities under the name of BREA Europe VI (Cayman) L.P. The General Partner shall have the power to change the name of the Partnership at any time, subject to compliance with the requirements of the Partnership Act, and shall thereupon file the requisite notice pursuant to the Partnership Act. The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.3. Term. The term of the Partnership shall continue until December 31, 2069, unless earlier wound up and subsequently dissolved in accordance with this Agreement and the Partnership Act.

Section 2.4. Purposes; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates, subject to the Partnership Act:

(i) to serve as a limited partner or general partner of Associates Europe VI and perform the functions of a limited partner, special general partner or general partner of Associates Europe VI specified in the Associates Europe VI LP Agreement and, if applicable, the BREP Europe VI Agreements;

(ii) if applicable, to serve as, and hold the Capital Commitment BREP Europe VI Interest as, a capital partner (and, if applicable, a limited partner, special general partner and/or a general partner) of BREP Europe VI and perform the functions of a capital partner (and, if applicable, a limited partner, special general partner and/or a general partner) of BREP Europe VI specified in the BREP Europe VI Agreements;



(iii) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property directly or indirectly through Associates Europe VI and/or BREP Europe VI or otherwise;

(iv) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through Associates Europe VI or another entity;

(v) to serve as a general partner or limited partner of BREP Europe VI and/or other investment vehicles and perform the functions of a general partner or limited partner, member, shareholder or other equity interest owner specified in the respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership;

(vi) to serve as a member, shareholder or other equity interest owner of limited liability companies, other companies, corporations or other entities and perform the functions of a member, shareholder or other equity interest owner specified in the respective limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, company, corporation or other entity;

(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act, the Associates Europe VI LP Agreement, the BREP Europe VI Agreements, and any applicable partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (v) or (vi) above, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time;

(viii) any other lawful purpose; and

(ix) to do all things necessary, desirable, convenient or incidental thereto.

(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:

(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;



(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;

(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;

(v) to hold, receive, mortgage, pledge, charge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;

(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, charge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge, charge or otherwise dispose of any such instrument or evidence of indebtedness;

(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(viii) to have and maintain one or more offices within or without the Cayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(ix) to open, maintain and close accounts, including margin accounts, with brokers;

(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;



(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(xiv) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and

(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Cayman Islands and other applicable law.

Section 2.5. Place of Business. The Partnership shall maintain its principal place of business and office at 345 Park Avenue, New York, New York 10154, U.S.A or such other place the General Partner determines. The registered office of the Partnership in the Cayman Islands is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, Grand Cayman, KY1-9005, Cayman Islands or at such other place or places as may from time to time be designated by the General Partner.

Section 2.6. Withdrawal of Initial Limited Partner. Upon the admission of one or more additional Limited Partners to the Partnership, the Initial Limited Partner shall (a) Withdraw as the Initial Limited Partner of the Partnership, and (b) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership; provided, that the effective date of such Withdrawal shall be deemed as between the parties hereto to be May 8, 2019.

## ARTICLE III

## MANAGEMENT

Section 3.1. General Partner. Blackstone Real Estate Associates Europe (Delaware) VI L.L.C. shall be the “General Partner” as of the date hereof. The General Partner shall cease to be the General Partner only if (i) it Withdraws from the Partnership for any reason, (ii) it consents in its sole discretion to resign as the General Partner, or (iii) a Final Event with respect to it occurs. The General Partner may not be removed without its consent. There may be one or more General Partners. In the event that one or more other General Partners is admitted to the Partnership as such, all references herein to the “General Partner” in the singular form shall be deemed to also refer to such other General Partners as may be appropriate. The relative rights and responsibilities of the General Partners will be as agreed upon from time to time between them.



Section 3.2. Partner Voting, etc. (a) Except as otherwise expressly provided herein and except as may be expressly required by the Partnership Act, Partners (including Special Partners), other than the General Partner, as such shall have no right to, and shall not, take part in the management, conduct or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Partners of the applicable class herein, or, to the extent not waivable, in the Partnership Act.

(b) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Partner (or any Affiliate thereof) in such matter.

(c) Meetings of the Partners may be called only by the General Partner.

(d) Notwithstanding any other provision of this Agreement, any Limited Partner or Withdrawn Partner that fails to respond to a notice provided by the General Partner requesting the consent, approval or vote of such Limited Partner or Withdrawn Partner within 14 days after such notice is sent to such Limited Partner or Withdrawn Partner shall be deemed to have given its affirmative consent or approval thereto.

Section 3.3. Management. (a) The General Partner shall have the powers, rights, obligations and liabilities of a general partner pursuant to the Partnership Act (including Section 4(2) of the Partnership Act); and without limiting the foregoing, the management, conduct of business, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including those enumerated in Section 2.4, on behalf and in the name of the Partnership. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in the General Partner’s discretion, subject only to the express terms and conditions of this Agreement.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

(c) Notwithstanding any provision in this Agreement to the contrary, the Partnership is hereby authorized, without the need for any further act, vote or consent of any person (directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in the Partnership’s capacity as a partner of Associates Europe VI on Associates Europe VI’s own behalf or in Associates Europe VI’s capacity as general partner, special general partner, capital partner and/or limited partner of BREP Europe VI or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BREP Europe VI or as general or limited partner, member, shareholder or other equity interest owner of



any Partnership Affiliate (as hereinafter defined)): (i) to execute and deliver, and to perform the Partnership’s obligations under the Associates Europe VI LP Agreement, including, without limitation, serving as a limited partner or general partner of Associates Europe VI, (ii) to execute and deliver, and to cause Associates Europe VI to perform Associates Europe VI’s obligations under, the BREP Europe VI Agreements, including, without limitation, serving as a general partner or special general partner of BREP Europe VI and, if applicable, a capital partner of BREP Europe VI, (iii) if applicable, to execute and deliver, and to perform the Partnership’s obligations under the BREP Europe VI Agreements, including, without limitation, serving as a capital partner of BREP Europe VI, (iv) to execute and deliver, and to perform, or, if applicable, to cause Associates Europe VI to perform, the Partnership’s or Associates Europe VI’s obligations under, the governing agreement, as amended, supplemented, restated or otherwise modified (each a “Partnership Affiliate Governing Agreement”), of any other partnership, limited liability company, other company, corporation or other entity (each a “Partnership Affiliate”) of which the Partnership or Associates Europe VI is, or is to become, a general partner or limited partner, member, shareholder or other equity interest owner, including, without limitation, serving as a general partner, special general partner, or limited partner, member, shareholder or other equity interest owner of each Partnership Affiliate, and (v) to take any action, in the applicable capacity, contemplated by or arising out of this Agreement, the Associates Europe VI LP Agreement, the BREP Europe VI Agreements or each Partnership Affiliate Governing Agreement (and any amendment, supplement, restatement and/or other modification of any of the foregoing).

(d) The General Partner, and any other person designated by the General Partner, each acting individually, is hereby authorized and empowered, as an authorized person of the Partnership, or the General Partner (within the meaning of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended, or otherwise) (the General Partner hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf, or in its capacity as a limited partner or general partner of Associates Europe VI on Associates Europe VI’s own behalf, or in Associates Europe VI’s capacity as general partner, special general partner, capital partner and/or limited partner of BREP Europe VI or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BREP Europe VI or as a general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate), any of the following:

(A) any agreement, certificate, instrument or other document of the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications thereof), including, without limitation, the following: (I) the Associates Europe VI LP Agreement, the BREP Europe VI Agreements and each Partnership Affiliate Governing Agreement, (II) subscription agreements and documents on behalf of BREP Europe VI or Associates Europe VI, (III) side letters issued in connection with investments in BREP Europe VI, and (IV) such



other agreements, certificates, instruments and other documents as may be necessary or desirable in furtherance of the purposes of the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing referred to in (I) through (IV) above) and for the avoidance of doubt, this Agreement may be amended by the General Partner in its sole discretion;

(B) the certificates of formation, certificates of limited partnership and/or other organizational documents of the Partnership, Associates Europe VI, BREP Europe VI and any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing); and

(C) any other certificates, notices, applications and other documents (and any amendments, supplements, restatements and/or other modifications thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate to qualify to do business in a jurisdiction in which the Partnership, Associates Europe VI, BREP Europe VI or such Partnership Affiliate desires to do business;

(ii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in its capacity as a limited partner or general partner of Associates Europe VI on Associates Europe VI’s own behalf or in Associates Europe VI’s capacity as general partner, special general partner, capital partner and/or limited partner of BREP Europe VI, or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BREP Europe VI or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate: (A) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership, Associates Europe VI, BREP Europe VI and/or any Partnership Affiliate, (B) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate or any banking facilities or services that may be utilized by the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate, and all checks, notes, drafts and other documents of the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate that may be required in connection with any such bank account or banking facilities or services and (C) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(c), each acting individually, shall be deemed to have been duly adopted by the General Partner, the Partnership, Associates Europe VI, BREP Europe VI or any Partnership Affiliate, as applicable, for all purposes).



(e) The authority granted to any person (other than the General Partner) in Section 3.3(c) may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

Section 3.4. Responsibilities of Partners. (a) Unless otherwise determined by the General Partner in a particular case, each Limited Partner (other than a Special Partner) shall devote substantially all of his or her time and attention to the businesses of the Partnership and its Affiliates, and each Special Partner shall not be required to devote any time or attention to the businesses of the Partnership or its Affiliates.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

(c) The General Partner may from time to time establish such other rules and regulations applicable to Partners or other employees as the General Partner deems appropriate, including rules governing the authority of Partners or other employees to bind the Partnership to financial commitments or other obligations.

## Section 3.5. Exculpation and Indemnification.

(a) Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner's representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a "Covered Person" and collectively, the "Covered Persons") shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.



(b) Indemnification. (i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining capital commitments of the Partners)) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, for purposes of this Section 3.5(b), “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided, that a Covered Person shall not be entitled to indemnification under this Section 3.5(b) with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement; provided further, that if such Covered Person is a Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s GP-Related Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section 3.5(b), and the Partnership and its Affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such Affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s Interests and remaining capital commitments, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section 3.5(b). The General Partner shall have the authority to enter into separate agreements with any Covered Person in order to give effect to the obligations to indemnify pursuant to this Section 3.5(b).



(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing BREP Europe VI and/or a particular portfolio entity through which an Investment is indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first, out of proceeds available in respect of applicable insurance policies maintained by the applicable portfolio entity and/or BREP Europe VI; second, by the applicable portfolio entity through which such investment is indirectly held; third, by BREP Europe VI and fourth by Associates Europe VI (only to the extent the foregoing sources are exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from BREP Europe VI and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any Affiliate thereof) pays or causes to be paid any amounts that should have been paid by Associates Europe VI, BREP Europe VI and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Partners that the Partnership shall have a subrogation claim against Associates Europe VI and/or BREP Europe VI and/or such portfolio entity in respect of such advancement or payments. The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of The Blackstone Group Inc. or any of its Affiliates, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

Section 3.6. Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner's Interests for such Partner's own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner's overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner's net worth and the Partner has no need for liquidity in the Partner's investment in Interests. Each Limited Partner



and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner's own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Partner.

(b) Each Limited Partner and Special Partner agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Partner (1) makes a capital contribution to the Partnership (whether as a result of Firm Advances made to such Partner or otherwise) with respect to any Investment, and such Partner hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Partner hereby agrees that such repayment shall serve as confirmation thereof.

Section 3.7. Tax Representation and Further Assurances. (a) Each Limited Partner and Special Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner's or the Partnership's obligations under applicable law or to carry out the provisions of this Agreement.

(b) Each Limited Partner and Special Partner certifies that (A) if the Limited Partner or Special Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner or Special Partner's name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its Affiliates pursuant to an IRS Form W-9, Request for Taxpayer Identification Number Certification ("W-9") or otherwise are correct and (ii) the Limited Partner or Special Partner will complete and return a W-9 and (y) (i) the Limited Partner or Special Partner is a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner or Special Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) ("W-8BEN"), IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) ("W-8BEN-E"), or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting ("W-8IMY"), or otherwise is correct and (ii) the Limited Partner or Special Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN, W-8BEN-E or W-8IMY, and (y) (i) the Limited Partner or Special Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of any change of such status. Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the



General Partner (including without limitation any self-certification forms required by the Partnership to comply with any obligations under the Common Reporting Standard issued by the Organisation for Economic Co-operation and Development, any similar legislation, regulations or guidance enacted in any other jurisdiction or any legislation, any associated intergovernmental agreement, treaty or any other arrangement and/or any regulations or guidance implemented in the Cayman Islands to give effect to the foregoing).

(c) Each Limited Partner and Special Partner acknowledges and agrees that the Partnership and the General Partner may release confidential information or other information about the Limited Partner or Special Partner or related to such Limited Partner or Special Partner's investment in the Partnership if the Partnership or the General Partner, in its or their sole discretion, determines that such disclosure is required by applicable law or regulation or in order to comply for an exception from, or reduced tax rate of, tax or other tax benefit. Any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.

(d) Each Limited Partner and Special Partner acknowledges and agrees that if it provides information that is in anyway materially misleading, or if it fails to provide the Partnership or its agents with any information requested hereunder, in either case in order to satisfy the Partnership’s obligations, the General Partner reserves the right to take any action and pursue any remedies at its disposal, including (i) requiring such Limited Partner or Special Partner to Withdraw for Cause and (ii) withholding or deducting any costs caused by such Limited Partner’s or Special Partner’s action or inaction from amounts otherwise distributable to such Limited Partner or Special Partner from the Partnership and its Affiliates.

## ARTICLE IV

## CAPITAL OF THE PARTNERSHIP

Section 4.1. Capital Contributions by Partners. (a) Each Partner shall be required to make capital contributions to the Partnership (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Partnership’s obligation to make capital contributions to Associates Europe VI in respect of the GP-Related Associates Europe VI Interest to fund Associates Europe VI’s capital contributions with respect to any GP-Related BREP Europe VI Investment and as are otherwise determined by the General Partner from time to time or as may be set forth in such Limited Partner’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Partners based upon each Partner’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Partnership (including those specifically set forth in Section 4.1(d) and Section 5.8(d))) shall be determined by the General Partner. Special Partners shall not be



required to make additional GP-Related Capital Contributions to the Partnership in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Special Partner’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional GP-Related Capital Contribution to the Partnership; provided further, that each Investor Special Partner shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Partnership related to the GP-Related BREP Europe VI Interest.

(b) Each GP-Related Capital Contribution by a Partner shall be credited to the appropriate GP-Related Capital Account of such Partner in accordance with Section 5.2, subject to Section 5.10.

(c) The General Partner may elect on a case by case basis to (i) cause the Partnership to loan any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) the amount of any GP-Related Capital Contribution required to be made by such Partner or (ii) permit any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) to make a required GP-Related Capital Contribution to the Partnership in installments, in each case on terms determined by the General Partner.

(d) (i) The Partners and the Withdrawn Partners have entered into the Trust Agreement, pursuant to which certain amounts of the distributions relating to Carried Interest will be paid to the Trustee(s) for deposit in the Trust Account (such amounts to be paid to the Trustee(s) for deposit in the Trust Account constituting a “Holdback”). The General Partner shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for any General Partner and/or Holdings and each Partner Category (such withheld percentage constituting the General Partner’s and such Partner Category’s “Holdback Percentage”). The applicable Holdback Percentages initially shall be 0% for any General Partner, 15% for Existing Partners (other than the General Partner), 21% for Retaining Withdrawn Partners (other than the General Partner) and 24% for Deceased Partners (the “Initial Holdback Percentages”). Any provision of this Agreement to the contrary notwithstanding, the Holdback Percentage for the General Partner and/or Holdings shall not be subject to change pursuant to clause (ii), (iii) or (iv) of this Section 4.1(d).

(ii) The Holdback Percentage may not be reduced for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may only reduce the Holdback Percentages among the Partner Categories on a proportionate basis. For example, if the Holdback Percentage for Existing Partners is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Partners and Deceased Partners shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such reduction.



(iii) The Holdback Percentage may not be increased for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may not increase the Retaining Withdrawn Partners' Holdback Percentage beyond 21% unless the General Partner concurrently increases the Existing Partners' Holdback Percentage to 21%. The General Partner may not increase the Deceased Partners' Holdback Percentage beyond 24% unless the General Partner increases the Holdback Percentage for both Existing Partners and Retaining Withdrawn Partners to 24%. The General Partner may not increase the Holdback Percentage of any Partner Category beyond 24% unless such increase applies equally to all Partner Categories. Any increase in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the General Partner from proportionately increasing the Holdback Percentage of any Partner Category (following a reduction of the Holdback Percentages below the Initial Holdback Percentages), if the resulting Holdback Percentages are consistent with the above. For example, if the General Partner reduces the Holdback Percentages for Existing Partners, Retaining Withdrawn Partners and Deceased Partners to 12.5%, 17.5% and 20%, respectively, the General Partner shall have the right to subsequently increase the Holdback Percentages to the Initial Holdback Percentages.

(iv) (A) Notwithstanding anything contained herein to the contrary, the General Partner may increase or decrease the Holdback Percentage for any Partner in any Partner Category (in such capacity, the "Subject Partner") pursuant to a majority vote of the Limited Partners (a "Holdback Vote"); provided, that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to any General Partner shall not be increased or decreased without its prior written consent; provided further, that a Subject Partner's Holdback Percentage shall not be (I) increased prior to such time as such Subject Partner (x) is notified by the Partnership of the decision to increase such Subject Partner's Holdback Percentage and (y) has, if requested by such Subject Partner, been given 30 days to gather and provide information to the Partnership for consideration before a second Holdback Vote (requested by the Subject Partner) or (II) decreased unless such decrease occurs subsequent to an increase in a Subject Partner's Holdback Percentage pursuant to a Holdback Vote under this clause (iv); provided further, that such decrease shall not exceed an amount such that such Subject Partner's Holdback Percentage is less than the prevailing Holdback Percentage for the Partner Category of such Subject Partner; provided further, that a Partner shall not vote to increase a Subject Partner's Holdback Percentage unless such voting Partner determines, in such Partner's good faith judgment, that the facts and circumstances indicate that it is reasonably likely that such Subject Partner, or any of such Subject Partner's successors or assigns (including such Subject Partner's estate or heirs) who at the time of such vote holds the GP-Related Partner Interest or otherwise has the right to receive distributions relating thereto, will not be capable of satisfying any GP-Related Recontribution Amounts that may become due.



(B) A Holdback Vote shall take place at a Partnership meeting. Each of the Limited Partners shall be entitled to cast one vote with respect to the Holdback Vote regardless of such Limited Partner’s interest in the Partnership. Such vote may be cast by any such Partner in person or by proxy.

(C) If the result of the second Holdback Vote is an increase in a Subject Partner’s Holdback Percentage, such Subject Partner may submit the decision to an arbitrator, the identity of which is mutually agreed upon by both the Subject Partner and the Partnership; provided, that if the Partnership and the Subject Partner cannot agree upon a mutually satisfactory arbitrator within 10 days of the second Holdback Vote, each of the Partnership and the Subject Partner shall request its candidate for arbitrator to select a third arbitrator satisfactory to such candidates; provided further, that if such candidates fail to agree upon a mutually satisfactory arbitrator within 30 days of such request, the then sitting President of the American Arbitration Association shall unilaterally select the arbitrator. Each Subject Partner that submits the decision of the Partnership pursuant to the second Holdback Vote to arbitration and the Partnership shall estimate their reasonably projected out-of-pocket expenses relating thereto, and each such party shall, to the satisfaction of the arbitrator and prior to any determination being made by the arbitrator, pay the total of such estimated expenses (i.e., both the Subject Partner’s and the Partnership’s expenses) into an escrow account. The arbitrator shall direct the escrow agent to pay out of such escrow account all expenses associated with such arbitration (including costs leading thereto) and to return to the “victorious” party the entire amount of funds such party paid into such escrow account. If the amount contributed to the escrow account by the losing party is insufficient to cover the expenses of such arbitration, such “losing” party shall then provide any additional funds necessary to cover such costs to such “victorious” party. For purposes hereof, the “victorious” party shall be the Partnership if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party. The party that is not the “victorious” party shall be the “losing” party.

(D) In the event of a decrease in a Subject Partner’s Holdback Percentage (1) pursuant to a Holdback Vote under this clause (iv) or (2) pursuant to a decision of an arbitrator under paragraph (C) of this clause (iv), the Partnership shall release and distribute to such Subject Partner any Trust Amounts (and the Trust Income thereon (except as expressly provided herein with respect to using Trust Income as Firm Collateral)) which exceed the required Holdback of such Subject Partner (in accordance with such Subject Partner’s reduced Holdback Percentage) as though such reduced Holdback Percentage had applied since the increase of the Subject Partner’s Holdback Percentage pursuant to a previous Holdback Vote under this clause (iv).



(v) (A) If a Partner’s Holdback Percentage exceeds 15% (such percentage in excess of 15% constituting the “Excess Holdback Percentage”), such Partner may satisfy the portion of his or her Holdback obligation in respect of his or her Excess Holdback Percentage (such portion constituting such Partner’s “Excess Holdback”), and such Partner (or a Withdrawn Partner with respect to amounts contributed to the Trust Account while he or she was a Partner), to the extent his or her Excess Holdback obligation has previously been satisfied in cash, may obtain the release of the Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) satisfying such Partner’s or Withdrawn Partner’s Excess Holdback obligation, by pledging, charging, granting a security interest or otherwise making available to the General Partner, on a first priority basis (except as provided below), all or any portion of his or her Firm Collateral in satisfaction of his or her Excess Holdback obligation. Any Partner seeking to satisfy all or any portion of the Excess Holdback utilizing Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Partnership to realize on (if required), such Firm Collateral; provided, that, in the case of entities listed in the Partnership’s books and records in which Partners are permitted to pledge, charge or grant a security interest over their interests therein to finance all or a portion of their capital contributions thereto (“Pledgedable Blackstone Interests”), to the extent a first priority security interest is unavailable because of an existing lien on such Firm Collateral, the Partner or Withdrawn Partner seeking to utilize such Firm Collateral shall grant the General Partner a second priority security interest therein in the manner provided above; provided further, that (x) in the case of Pledgedable Blackstone Interests, to the extent that neither a first priority nor a second priority security interest is available, or (y) if the General Partner otherwise determines in its good faith judgment that a security interest in Firm Collateral (and the corresponding documents and actions) are not necessary or appropriate, the Partner or Withdrawn Partner shall (in the case of either clause (x) or (y) above) irrevocably instruct in writing the relevant partnership, limited liability company or other entity listed in the Partnership’s books and records to remit any and all net proceeds resulting from a Firm Collateral Realization on such Firm Collateral to the Trustee(s) as more fully provided in clause (B) below. The Partnership shall, at the request of any Partner or Withdrawn Partner, assist such Partner or Withdrawn Partner in taking such action as is necessary to enable such Partner or Withdrawn Partner to use Firm Collateral as provided hereunder.

(B) If upon a sale or other realization of all or any portion of any Firm Collateral (a “Firm Collateral Realization”), the remaining Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement, then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Firm Collateral Realization (including distributions subject to the repayment of financing sources as in the case of Pledgedable Blackstone Interests) shall be paid into the Trust Account to fully satisfy such Excess Holdback requirement (allocated to such Partner or Withdrawn Partner) and shall be deemed to be Trust Amounts for purposes hereunder. Any net proceeds from such Firm Collateral Realization in excess of the amount necessary to satisfy such Excess Holdback requirement shall be distributed to such Partner or Withdrawn Partner.



(C) Upon any valuation or revaluation of Firm Collateral that results in a decreased valuation of such Firm Collateral so that such Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement (including upon a Firm Collateral Realization, if net proceeds therefrom and the remaining Firm Collateral are insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement), the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and such Partner or Withdrawn Partner shall, within 30 days of receiving such notice, contribute cash (or additional Firm Collateral) to the Trust Account in an amount necessary to satisfy his or her Excess Holdback requirement. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that clause (A) of Section 5.8(d)(ii) shall be deemed inapplicable to a default under this clause (C); provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(vi) Any Partner or Withdrawn Partner may (A) obtain the release of any Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) or Firm Collateral, in each case, held in the Trust Account for the benefit of such Partner or Withdrawn Partner or (B) require the Partnership to distribute all or any portion of amounts otherwise required to be placed in the Trust Account (whether cash or Firm Collateral), by obtaining a letter of credit (an “L/C”) for the benefit of the Trustee(s) in such amounts. Any Partner or Withdrawn Partner choosing to furnish an L/C to the Trustee(s) (in such capacity, an “L/C Partner”) shall deliver to the Trustee(s) an unconditional and irrevocable L/C from a commercial bank whose (x) short-term deposits are rated at least A-1 by S&P or P-1 by Moody’s (if the L/C is for a term of 1 year or less), or (y) long-term deposits are rated at least A+ by S&P or A1 by Moody’s (if the L/C is for a term of 1 year or more) (each a “Required Rating”). If the relevant rating of the commercial bank issuing such L/C drops below the relevant Required Rating, the L/C Partner shall supply to the Trustee(s), within 30 days of such occurrence, a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, in lieu of the insufficient L/C. In addition, if the L/C has a term expiring on a date earlier than the latest possible termination date of BREP Europe VI, the Trustee(s) shall be permitted to drawdown on such L/C if the L/C Partner fails to provide a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, at least 30 days prior to the stated expiration date of such existing L/C. The Trustee(s) shall notify an L/C Partner 10 days prior to drawing on any L/C. The Trustee(s) may (as directed by the Partnership in the case of clause (I) below) draw down on an L/C only if (I) such a drawdown is necessary to satisfy an L/C Partner’s obligation relating to the Partnership’s obligations under the Clawback Provisions or (II) an L/C Partner has not provided a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating (or the requisite amount of cash and/or Firm Collateral (to the extent permitted



hereunder)), at least 30 days prior to the stated expiration of an existing L/C in accordance with this clause (vi). The Trustee(s), as directed by the Partnership, shall return to any L/C Partner his or her L/C upon (1) the termination of the Trust Account and satisfaction of the Partnership’s obligations, if any, in respect of the Clawback Provisions, (2) an L/C Partner satisfying his or her entire Holdback obligation in cash and Firm Collateral (to the extent permitted hereunder, or) (3) the release, by the Trustee(s), as directed by the Partnership, of all amounts in the Trust Account to the Partners or Withdrawn Partners. If an L/C Partner satisfies a portion of his or her Holdback obligation in cash and/or Firm Collateral (to the extent permitted hereunder) or if the Trustee(s), as directed by the Partnership, release a portion of the amounts in the Trust Account to the Partners or Withdrawn Partners in the Partner Category of such L/C Partner, the L/C of an L/C Partner may be reduced by an amount corresponding to such portion satisfied in cash and/or Firm Collateral (to the extent permitted hereunder) or such portion released by the Trustee(s), as directed by the Partnership; provided, that in no way shall the general release of any Trust Income cause an L/C Partner to be permitted to reduce the amount of an L/C by any amount.

(vii) (A) Any in-kind distributions by the Partnership relating to Carried Interest shall be made in accordance herewith as though such distributions consisted of cash. The Partnership may direct the Trustee(s) to dispose of any in-kind distributions held in the Trust Account at any time. The net proceeds therefrom shall be treated as though initially contributed to the Trust Account.

(B) In lieu of the foregoing, any Existing Partner may pledge, charge or grant a security interest with respect to any in-kind distribution the Special Firm Collateral referred to in the applicable category in the Partnership’s books and records; provided, that the initial contribution of such Special Firm Collateral shall initially equal 130% of the required Holdback for a period of 90 days, and thereafter shall equal at least 115% of the required Holdback. Sections 4.1(d)(viii)(C) and (D) shall apply to such Special Firm Collateral. To the extent such Special Firm Collateral exceeds the applicable minimum percentage of the required Holdback specified in the first sentence of this clause (vii)(B), the related Partner may obtain a release of such excess amount from the Trust Account.

(viii) (A) Any Limited Partner or Withdrawn Partner may satisfy all or any portion of his or her Holdback (excluding any Excess Holdback), and such Partner or a Withdrawn Partner may, to the extent his or her Holdback (excluding any Excess Holdback) has been previously satisfied in cash or by the use of an L/C as provided herein, obtain a release of Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) that satisfy such Partner’s or Withdrawn Partner’s Holdback (excluding any Excess Holdback) by pledging, charging or otherwise granting a security interest to the Trustee(s) on a first priority basis all of his or her Special Firm Collateral in a particular Qualifying Fund, which at all times must equal or exceed the amount of the Holdback distributed to the Partner or Withdrawn Partner (as more fully set forth below). Any Partner seeking to satisfy such Partner’s Holdback utilizing Special Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Trustee(s) to realize on (if required), such Special Firm Collateral.



(B) If upon a distribution, withdrawal, sale, liquidation or other realization of all or any portion of any Special Firm Collateral (a "Special Firm Collateral Realization"), the remaining Special Firm Collateral (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund and is being used in connection with an Excess Holdback) is insufficient to cover any Partner's or Withdrawn Partner's Holdback (when taken together with other means of satisfying the Holdback as provided herein (i.e., cash contributed to the Trust Account or an L/C in the Trust Account)), then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Special Firm Collateral Realization (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund or other asset and is being used in connection with an Excess Holdback) shall be paid into the Trust (and allocated to such Partner or Withdrawn Partner) to fully satisfy such Holdback and shall be deemed thereafter to be Trust Amounts for purposes hereunder. Any net proceeds from such Special Firm Collateral Realization in excess of the amount necessary to satisfy such Holdback (excluding any Excess Holdback) shall be distributed to such Partner or Withdrawn Partner. To the extent a Qualifying Fund distributes Securities to a Partner or Withdrawn Partner in connection with a Special Firm Collateral Realization, such Partner or Withdrawn Partner shall be required to promptly fund such Partner's or Withdrawn Partner's deficiency with respect to his or her Holdback in cash or an L/C.

(C) Upon any valuation or revaluation of the Special Firm Collateral and/or any adjustment in the Applicable Collateral Percentage applicable to a Qualifying Fund (as provided in the Partnership’s books and records), if such Partner’s or Withdrawn Partner’s Special Firm Collateral is valued at less than such Partner’s Holdback (excluding any Excess Holdback) as provided in the Partnership’s books and records, taking into account other permitted means of satisfying the Holdback hereunder, the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and, within 10 Business Days of receiving such notice, such Partner or Withdrawn Partner shall contribute cash or additional Special Firm Collateral to the Trust Account in an amount necessary to make up such deficiency. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that the first sentence of Section 5.8(d)(i)(A) shall be deemed inapplicable to such default; provided further, that for purposes of applying Section 5.8(d)(i) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).



(D) Upon a Partner becoming a Withdrawn Partner, at any time thereafter the General Partner may revoke the ability of such Withdrawn Partner to use Special Firm Collateral as set forth in this Section 4.1(d)(viii), notwithstanding anything else in this Section 4.1(d)(viii). In that case the provisions of clause (C) above shall apply to the Withdrawn Partner's obligation to satisfy the Holdback (except that 30 days' notice of such revocation shall be given), given that the Special Firm Collateral is no longer available to satisfy any portion of the Holdback (excluding any Excess Holdback).

(E) Nothing in this Section 4.1(d)(viii) shall prevent any Partner or Withdrawn Partner from using any amount of such Partner’s interest in a Qualifying Fund as Firm Collateral; provided, that at all times Section 4.1(d)(v) and this Section 4.1(d)(viii) are each satisfied.

Section 4.2. Interest. Interest on the balances of the Partners' capital related to the Partners' GP-Related Partner Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the General Partner, capital invested in any other investment of the Partnership) shall be credited to the Partners' GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the General Partner, at rates determined by the General Partner from time to time, and shall be charged as an expense of the Partnership.

Section 4.3. Withdrawals of Capital. No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) by way of distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

## ARTICLE V

## PARTICIPATION IN PROFITS AND LOSSES

Section 5.1. General Accounting Matters. (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

## (b) “GP-Related Net Income (Loss)” means:

(i) from any activity of the Partnership related to the GP-Related BREP Europe VI Interest for any accounting period (other than GP-Related Net Income (Loss) from GP-Related Investments described below), (x) the gross income realized by the Partnership from such activity during such accounting period less (y) all expenses of the Partnership, and all other items that are deductible from gross income, for such accounting period that are allocable to such activity (determined as provided below);

(ii) from any GP-Related Investment for any accounting period in which such GP-Related Investment has not been sold or otherwise disposed of, (x) the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment (determined as provided below); and



(iii) from any GP-Related Investment for the accounting period in which such GP-Related Investment is sold or otherwise disposed of, (x) the sum of the gross proceeds from the sale or other disposition of such GP-Related Investment and the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) the sum of the cost or other basis to the Partnership of such GP-Related Investment and all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment.

(c) GP-Related Net Income (Loss) shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing GP-Related Net Income (Loss) shall be added to such taxable income or loss; (ii) if any asset has a value in the books of the Partnership that differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain resulting from a disposition of such asset shall be calculated with reference to such value; (iii) upon an adjustment to the value of any asset in the books of the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing GP-Related Net Income (Loss) pursuant to this definition shall be treated as deductible items; (v) any income from a GP-Related Investment that is payable to Partnership employees in respect of “phantom interests” in such GP-Related Investment awarded by the General Partner to employees shall be included as an expense in the calculation of GP-Related Net Income (Loss) from such GP-Related Investment, and (vi) items of income and expense (including interest income and overhead and other indirect expenses) of the Partnership, Holdings and other Affiliates of the Partnership shall be allocated among the Partnership, Holdings and such Affiliates, among various Partnership activities and GP-Related Investments and between accounting periods, in each case as determined by the General Partner. Any adjustments to GP-Related Net Income (Loss) by the General Partner, including adjustments for items of income accrued but not yet received, unrealized gains, items of expense accrued but not yet paid, unrealized losses, reserves (including reserves for taxes, bad debts, actual or threatened litigation, or any other expenses, contingencies or obligations) and other appropriate items shall be made in accordance with GAAP; provided, that the General Partner shall not be required to make any such adjustment.

(d) An accounting period shall be a Fiscal Year, except that, at the option of the General Partner, an accounting period will terminate and a new accounting period will begin on the admission date of an additional Partner or the Settlement Date of a Withdrawn Partner, if any such date is not the first day of a Fiscal Year. If any event referred to in the preceding sentence occurs and the General Partner does not elect to terminate an accounting period and begin a new accounting period, then the General Partner may make such adjustments as it deems appropriate to the Partners' GP-Related Profit Sharing Percentages for the accounting period in which such event occurs (prior to any allocations of GP-Related Unallocated Percentages or adjustments to GP-Related Profit Sharing Percentages pursuant to Section 5.3) to reflect the



Partners’ average GP-Related Profit Sharing Percentages during such accounting period; provided, that the GP-Related Profit Sharing Percentages of Partners in GP-Related Net Income (Loss) from GP-Related Investments acquired during such accounting period will be based on GP-Related Profit Sharing Percentages in effect when each such GP-Related Investment was acquired.

(e) In establishing GP-Related Profit Sharing Percentages and allocating GP-Related Unallocated Percentages pursuant to Section 5.3, the General Partner may consider such factors as it deems appropriate.

(f) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner and approved by the Partnership’s independent accountants. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all Withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

Section 5.2. GP-Related Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership, to the extent and at such times as may be appropriate, one or more capital accounts as the General Partner may deem to be appropriate for purposes of accounting for such Partner’s interests in the capital of the Partnership related to the GP-Related BREP Europe VI Interest and the GP-Related Net Income (Loss) of the Partnership (each a “GP-Related Capital Account”).

(b) As of the end of each accounting period or, in the case of a contribution to the Partnership by one or more of the Partners with respect to such Partner or Partners' GP-Related Partner Interests or a distribution by the Partnership to one or more of the Partners with respect to such Partner or Partners' GP-Related Partner Interests, at the time of such contribution or distribution, (i) the appropriate GP-Related Capital Accounts of each Partner shall be credited with the following amounts: (A) the amount of cash and the value of any property contributed by such Partner to the capital of the Partnership related to such Partner's GP-Related Partner Interest during such accounting period, (B) the GP-Related Net Income allocated to such Partner for such accounting period and (C) the interest credited on the balance of such Partner's capital related to such Partner's GP-Related Partner Interest for such accounting period pursuant to Section 4.2; and (ii) the appropriate GP-Related Capital Accounts of each Partner shall be debited with the following amounts: (x) the amount of cash, the principal amount of any subordinated promissory note of the Partnership referred to in Section 6.5 (as such amount is paid) and the value of any property distributed to such Partner during such accounting period with respect to such Partner's GP-Related Partner Interest and (y) the GP-Related Net Loss allocated to such Partner for such accounting period.

Section 5.3. GP-Related Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the General Partner shall establish the profit sharing percentage (the “GP-Related Profit Sharing Percentage”) of each Partner in each category of GP-Related Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a) taking into account such factors as the General Partner deems appropriate; provided, that (i) the General



Partner may elect to establish GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment acquired by the Partnership during such accounting period at the time such GP-Related Investment is acquired in accordance with paragraph (c) below and (ii) GP-Related Net Income (Loss) for such accounting period from any GP-Related Investment shall be allocated in accordance with the GP-Related Profit Sharing Percentages in such GP-Related Investment established in accordance with paragraph (c) below. The General Partner may establish different GP-Related Profit Sharing Percentages for any Partner in different categories of GP-Related Net Income (Loss). In the case of the Withdrawal of a Partner, such former Partner's GP-Related Profit Sharing Percentages shall be allocated by the General Partner to one or more of the remaining Partners as the General Partner shall determine. In the case of the admission of any Partner to the Partnership as an additional Partner, the GP-Related Profit Sharing Percentages of the other Partners shall be reduced by an amount equal to the GP-Related Profit Sharing Percentage allocated to such new Partner pursuant to Section 6.1(b); such reduction of each other Partner's GP-Related Profit Sharing Percentage shall be pro rata based upon such Partner's GP-Related Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the General Partner may also adjust the GP-Related Profit Sharing Percentage of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion.

(b) The General Partner may elect to allocate to the Partners less than 100% of the GP-Related Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of GP-Related Profit Sharing Percentages (any remainder of such GP-Related Profit Sharing Percentages being called a "GP-Related Unallocated Percentage"); provided, that any GP-Related Unallocated Percentage in any category of GP-Related Net Income (Loss) for any annual accounting period that is not allocated by the General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all the Partners (including the General Partner) in the manner determined by the General Partner in its sole discretion.

(c) Unless otherwise determined by the General Partner in a particular case, (i) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment shall be allocated in proportion to the Partners' respective GP-Related Capital Contributions in respect of such GP-Related Investment and (ii) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from each GP-Related Investment shall be fixed at the time such GP-Related Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the General Partner pursuant to Section 5.7.

Section 5.4. Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the General Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions)



or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto.

(b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BREP Europe VI and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BREP Europe VI with respect to the GP-Related BREP Europe VI Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BREP Europe VI and (ii) GP-Related Net Loss relating to realized losses suffered by BREP Europe VI and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)).

(c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.

(d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BREP Europe VI, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period.

(e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss).

(f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 5.5. Liability of Partners. Except as otherwise provided in the Partnership Act or as expressly provided in this Agreement, no Partner shall be personally obligated for any debt, obligation or liability of the Partnership or of any other Partner solely by reason of being a Partner. In no event shall any Partner or Withdrawn Partner (i) be obligated to make any capital contribution or payment to or on behalf of the Partnership or (ii) have any liability to return distributions received by such Partner from the Partnership, in each case except as specifically provided in Section 4.1(d) or Section 5.8 or otherwise in this Agreement, as such Partner shall otherwise expressly agree in writing or as may be required by applicable law.



Section 5.6. Liability of General Partner. The General Partner shall have unlimited liability for the satisfaction and discharge of all losses, liabilities and expenses of the Partnership.

Section 5.7. Repurchase Rights, etc. The General Partner may from time to time establish such repurchase rights and/or other requirements with respect to the Partners' GP-Related Partner Interests relating to GP-Related BREP Europe VI Investments as the General Partner may determine. The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase rights or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case by case basis.

Section 5.8. Distributions. (a) (i) The Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Partners with respect to such Partners' GP-Related Partner Interests at such times and in such amounts as are determined by the General Partner. The General Partner shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established pursuant to Section 5.1(a). Distributions of cash or other property with respect to Non-Carried Interest shall be made among the Partners in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d) and Section 5.8(e), distributions of cash or other property with respect to Carried Interest shall be made among Partners in accordance with their respective Carried Interest Sharing Percentages.

(ii) At any time that a sale, exchange, transfer or other disposition by BREP Europe VI of a portion of a GP-Related Investment is being considered by the Partnership (a "GP-Related Disposable Investment"), at the election of the General Partner each Partner's GP-Related Partner Interest with respect to such GP-Related Investment shall be vertically divided into two separate GP-Related Partner Interests, a GP-Related Partner Interest attributable to the GP-Related Disposable Investment (a Partner's "GP-Related Class B Interest"), and a GP-Related Partner Interest attributable to such GP-Related Investment excluding the GP-Related Disposable Investment (a Partner's "GP-Related Class A Interest"). Distributions (including those resulting from a sale, transfer, exchange or other disposition by BREP Europe VI) relating to a GP- Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class B Interests with respect to such GP-Related Investment in accordance with their GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by BREP Europe VI) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class A Interests with respect to such GP-Related Investment in accordance with their respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Partners in the same proportions as the allocations of GP-Related Net Income (Loss) of each such category.



(b) Subject to the Partnership’s having sufficient available cash in the reasonable judgment of the General Partner and as required by applicable law, the Partnership shall make cash distributions to each Partner with respect to each Fiscal Year of the Partnership in an aggregate amount at least equal to the total U.S. federal, New York State and New York City income and other taxes that would be payable by such Partner with respect to all categories of GP-Related Net Income (Loss) allocated to such Partner for such Fiscal Year, the amount of which shall be calculated (i) on the assumption that each Partner is an individual subject to the then prevailing maximum rate of U.S. federal, New York State and New York City and other income taxes (including, without limitation, taxes under Sections 1401 and 1411 of the Code), (ii) taking into account (x) the limitations on the deductibility of expenses and other items for U.S. federal income tax purposes and (y) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income) and (iii) taking into account any differential in applicable rates due to the type and character of GP-Related Net Income (Loss) allocated to such Partner. Notwithstanding the provisions of the foregoing sentence, the General Partner may refrain from making any distribution if, in the reasonable judgment of the General Partner, such distribution is prohibited by applicable law.

(c) The General Partner may provide that the GP-Related Partner Interest of any Partner or employee (including such Partner’s or employee’s right to distributions and investments of the Partnership related thereto) may be subject to repurchase by the Partnership during such period as the General Partner shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Partnership and will be distributed to the recipient thereof (together with interest thereon at rates determined by the General Partner from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The General Partner may elect in an individual case to have the Partnership distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Partner Withdraws from the Partnership for any reason other than his or her death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Partnership at a purchase price determined at such time by the General Partner. Unless determined otherwise by the General Partner, the repurchased portion thereof will be allocated among the remaining Partners with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Partner has a percentage interest in such specific GP-Related Investment, to the General Partner; provided, that the General Partner may allocate the Withdrawn Partner’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Partner’s Withdrawal Date on any basis it may determine, including to existing or new Partners who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Partner shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income.



(d) (i) (A) If Associates Europe VI is obligated under the Clawback Provisions or Giveback Provisions to contribute to BREP Europe VI a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) and the Partnership is obligated to contribute any such amount to Associates Europe VI, directly or indirectly, in respect of the Partnership's GP-Related Associates Europe VI Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount being herein called a "GP-Related Giveback Amount"), the General Partner shall call for such amounts as are necessary to satisfy such obligations of the Partnership as determined by the General Partner, in which case each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the "GP-Related Recontribution Amount") which equals (I) the product of (a) a Partner's or Withdrawn Partner's Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the Partnership in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Partner's pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related BREP Europe VI Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related BREP Europe VI Investments other than the one giving rise to such obligation, but only those amounts received by the Partners with an interest in the GP-Related BREP Europe VI Investment referred to in clause (II)(a) above, and (c) if the GP-Related Giveback Amount pursuant to an applicable BREP Europe VI Agreement is unrelated to a specific GP-Related BREP Europe VI Investment, all GP-Related BREP Europe VI Investments. Each Partner and Withdrawn Partner shall promptly contribute to the Partnership, along with satisfying his or her comparable obligations to the Other Fund GPs, if any, upon such call such Partner's or Withdrawn Partner's GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Partner or Withdrawn Partner by the Trustee(s) pursuant to written instructions from the Partnership, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the "Net GP-Related Recontribution Amount"), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Partnership's and the Other Fund GPs' obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Partner's or Withdrawn Partner's share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his or her GP-Related Recontribution Amount, such excess shall be repaid to such Partner or Withdrawn Partner as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the General Partner shall specify each Partner's and Withdrawn Partner's GP-Related Recontribution Amount. Prior to such time, the General Partner may, in its discretion (but shall be under no obligation to), provide notice that in the General Partner's judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Partner's Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the General Partner) shall be contributed by such Partner to such Partner's Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.



(B) To the extent any Partner or Withdrawn Partner has satisfied any Holdback obligation with Firm Collateral, such Partner or Withdrawn Partner shall, within 10 days of the General Partner's call for GP-Related Recontribution Amounts, make a cash payment into the Trust Account in an amount equal to the amount of the Holdback obligation satisfied with such Firm Collateral, or such lesser amount such that the amount in the Trust Account allocable to such Partner or Withdrawn Partner equals the sum of (I) such Partner's or Withdrawn Partner's GP-Related Recontribution Amount and (II) any similar amounts payable to any of the Other Fund GPs. Immediately upon receipt of such cash, the Trustee(s) shall take such steps as are necessary to release such Firm Collateral of such Partner or Withdrawn Partner equal to the amount of such cash payment. If the amount of such cash payment is less than the amount of Firm Collateral of such Partner or Withdrawn Partner, the balance of such Firm Collateral if any, shall be retained to secure the payment of GP-Related Deficiency Contributions, if any, and shall be fully released upon the satisfaction of the Partnership's and the Other Fund GPs' obligation to pay the Clawback Amount. The failure of any Partner or Withdrawn Partner to make a cash payment in accordance with this clause (B) (to the extent applicable) shall constitute a default under Section 5.8(d)(ii) as if such cash payment hereunder constitutes a Net GP-Related Recontribution Amount under Section 5.8(d)(ii). Solely to the extent required by the BREP Europe VI Partnership Agreement, each partner of the General Partner shall have the same obligations as a Partner (which obligations shall be subject to the same limitations as the obligations of a Partner) under this Section 5.8(d)(i)(B) and under Section 5.8(d)(ii)(A) with respect to such partner's pro rata share of any Clawback Amount and solely to the extent that the Partnership has insufficient funds to meet the Partnership's obligations under the BREP Europe VI Partnership Agreement.

(ii) (A) In the event any Partner or Withdrawn Partner (a "GP-Related Defaulting Party") fails to reconribute all or any portion of such GP-Related Defaulting Party's Net GP-Related Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Carried Interest Give Back Percentages in the case of Clawback Amounts, and GP-Related Profit Sharing Percentages in the case of GP-Related Giveback Amounts (as more fully described in clause (II) of Section 5.8(d)(i)(A) above)), such amounts as are necessary to fulfill the GP-Related Defaulting Party's obligation to pay such GP-Related Defaulting Party's Net GP-Related Recontribution Amount (a "GP-Related Deficiency Contribution") if the General Partner determines in its good faith judgment that the Partnership (or an Other Fund GP) will be unable to collect such amount in cash from such GP-Related Defaulting Party for payment of the Clawback Amount or GP-Related Giveback Amount, as the case may be, at least 20 Business Days prior to the latest date that the Partnership, and the Other Fund GPs, if applicable, are permitted to pay the Clawback Amount or GP-Related Giveback Amount, as the case may be; provided, that, subject to Section 5.8(e), no Partner or Withdrawn Partner shall as a result of such GP-Related Deficiency Contribution be required to contribute an amount in excess of 167% of the amount of the Net GP-Related Recontribution Amount initially requested from such Partner or Withdrawn Partner in respect of such default.



(B) Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the GP-Related Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the GP-Related Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such GP-Related Defaulting Party becoming a GP-Related Defaulting Party) to set-off as appropriate and apply against such GP-Related Defaulting Party's Net GP-Related Recontribution Amount any amounts otherwise payable to the GP-Related Defaulting Party by the Partnership or any Affiliate thereof (including amounts unrelated to Carried Interest, such as returns of capital and profit thereon). Each Partner and Withdrawn Partner hereby grants to the General Partner a security interest, effective upon such Partner or Withdrawn Partner becoming a GP-Related Defaulting Party, in all accounts receivable and other rights to receive payment from any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner and Withdrawn Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or Withdrawn Partner or in the name of the General Partner, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Net GP-Related Recontribution Amount of a GP-Related Defaulting Party from the date such Net GP-Related Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(C) Any Partner’s or Withdrawn Partner’s failure to make a GP-Related Deficiency Contribution shall cause such Partner or Withdrawn Partner to be a GP-Related Defaulting Party with respect to such amount. The Partnership shall first seek any remaining Trust Amounts (and Trust Income thereon) allocated to such Partner or Withdrawn Partner to satisfy such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution before seeking cash contributions from such Partner or Withdrawn Partner in satisfaction of such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution.

(iii) In the event any Partner or Withdrawn Partner initially fails to reconribute all or any portion of such Partner or Withdrawn Partner’s pro rata share of any Clawback Amount pursuant to Section 5.8(d)(1)(A), the Partnership shall use its reasonable efforts to collect the amount which such Partner or Withdrawn Partner so fails to reconribute.



(iv) A Partner’s or Withdrawn Partner’s obligation to make contributions to the Partnership under this Section 5.8(d) shall survive the commencement of winding up and subsequent dissolution of the Partnership.

(e) The Partners acknowledge that the General Partner will (and is hereby authorized to) take such steps as it deems appropriate, in its good faith judgment, to further the objective of providing for the fair and equitable treatment of all Partners, including by allocating Aggregate Net Losses from Wrideredowns (as defined in the BREP Europe VI Agreements) and Losses (as defined in the BREP Europe VI Agreements) on GP-Related BREP Europe VI Investments that have been the subject of a writedown and/or Net Loss (as defined in the BREP Europe VI Agreements) (each, a “Loss Investment”) to those Partners who participated in such Loss Investments based on their Carried Interest Sharing Percentage therein to the extent that such Partners receive or have received Carried Interest distributions from other GP-Related BREP Europe VI Investments. Consequently and notwithstanding anything herein to the contrary, adjustments to Carried Interest distributions shall be made as set forth in this Section 5.8(e).

(i) At the time the Partnership is making Carried Interest distributions in connection with a GP-Related BREP Europe VI Investment (the "Subject Investment") that have been reduced under any BREP Europe VI Agreement as a result of one or more Loss Investments, the General Partner shall calculate amounts distributable to or due from each such Partner as follows:

(A) determine each Partner’s share of each such Loss Investment based on his or her Carried Interest Sharing Percentage in each such Loss Investment (which may be zero) to the extent such Loss Investment has reduced the Carried Interest distributions otherwise available for distribution to all Partners (indirectly through the Partnership from BREP Europe VI) from the Subject Investment (such reduction, the “Loss Amount”);

(B) determine the amount of Carried Interest distributions otherwise distributable to such Partner with respect to the Subject Investment (indirectly through the Partnership from BREP Europe VI) before any reduction in respect of the amount determined in clause (A) above (the “Unadjusted Carried Interest Distributions”); and

(C) subtract (I) the Loss Amounts relating to all Loss Investments from (II) the Unadjusted Carried Interest Distributions for such Partner, to determine the amount of Carried Interest distributions to actually be paid to such Partner (“Net Carried Interest Distribution”).

To the extent that the Net Carried Interest Distribution for a Partner as calculated in this clause (i) is a negative number, the General Partner shall (I) notify such Partner, at or prior to the time such Carried Interest distributions are actually made to the Partners, of his or her obligation to reconribute to the Partnership prior Carried Interest distributions (a “Net Carried Interest Distribution Reconstitution Amount”), up to the amount of such negative Net Carried Interest Distribution, and (II) to the extent amounts reconributed pursuant to clause (I) are



insufficient to satisfy such negative Net Carried Interest Distribution amount, reduce future Carried Interest distributions otherwise due such Partner, up to the amount of such remaining negative Net Carried Interest Distribution. If a Partner's (x) Net Carried Interest Distribution Reconstruction Amount exceeds (y) the aggregate amount of prior Carried Interest distributions less the amount of tax thereon, calculated based on the Assumed Tax Rate (as defined in the BREP Europe VI Agreements) in effect in the Fiscal Years of such distributions (the "Excess Tax-Related Amount"), then such Partner may, in lieu of paying such Partner's Excess Tax-Related Amount, defer such amounts as set forth below. Such deferred amount shall accrue interest at the Prime Rate. Such deferred amounts shall be reduced and repaid by the amount of Carried Interest otherwise distributable to such Partner in connection with future Carried Interest distributions until such balance is reduced to zero. Any deferred amounts shall be payable in full upon the earlier of (i) such time as the Clawback Amount is determined (as provided herein) and (ii) such time as the Partner becomes a Withdrawn Partner.

To the extent there is an amount of negative Net Carried Interest Distribution with respect to a Partner remaining after the application of this clause (i), notwithstanding clause (II) of the preceding paragraph, such remaining amount of negative Net Carried Interest Distribution shall be allocated to the other Partners pro rata based on each of their Carried Interest Sharing Percentages in the Subject Investment.

A Partner who fails to pay a Net Carried Interest Distribution Reconstruction Amount promptly upon notice from the General Partner (as provided above) shall be deemed a GP-Related Defaulting Party for all purposes hereof.

A Partner may satisfy in part any Net Carried Interest Distribution Reconstruction Amount from cash that is then subject to a Holdback, to the extent that the amounts that remain subject to a Holdback satisfy the Holdback requirements hereof as they relate to the reduced amount of aggregate Carried Interest distributions received by such Partner (taking into account any Net Carried Interest Distribution Reconstruction Amount contributed to the Partnership by such Partner).

Any Net Carried Interest Distribution Reconstruction Amount contributed by a Partner, including amounts of cash subject to a Holdback as provided above, shall increase the amount available for distribution to the other Partners as Carried Interest distributions with respect to the Subject Investment; provided, that any such amounts then subject to a Holdback may be so distributed to the other Partners to the extent a Partner receiving such distribution has satisfied the Holdback requirements with respect to such distribution (taken together with the other Carried Interest distributions received by such Partner to date).

(ii) In the case of Clawback Amounts which are required to be contributed to the Partnership as otherwise provided herein, the obligation of the Partners with respect to any Clawback Amount shall be adjusted by the General Partner as follows:



(A) determine each Partner’s share of any Net Losses (as defined in the BREP Europe VI Agreements) in any GP-Related BREP Europe VI Investments which gave rise to the Clawback Amount (i.e., the Losses that followed the last GP-Related BREP Europe VI Investment with respect to which Carried Interest distributions were made), based on such Partner’s Carried Interest Sharing Percentage in such GP-Related BREP Europe VI Investments;

(B) determine each Partner’s obligation with respect to the Clawback Amount based on such Partner’s Carried Interest Give Back Percentage as otherwise provided herein; and

(C) subtract the amount determined in clause (B) above from the amount determined in clause (A) above with respect to each Partner to determine the amount of adjustment to each Partner’s share of the Clawback Amount (a Partner’s “Clawback Adjustment Amount”).

A Partner’s share of the Clawback Amount shall for all purposes hereof be decreased by such Partner’s Clawback Adjustment Amount, to the extent it is a negative number (except to the extent expressly provided below). A Partner’s share of the Clawback Amount shall for all purposes hereof be increased by such Partner’s Clawback Adjustment Amount (to the extent it is a positive number); provided, that in no way shall a Partner’s aggregate obligation to satisfy a Clawback Amount as a result of this clause (ii) exceed the aggregate Carried Interest distributions received by such Partner. To the extent a positive Clawback Adjustment Amount remains after the application of this clause (ii) with respect to a Partner, such remaining Clawback Adjustment Amount shall be allocated to the Partners (including any Partner whose Clawback Amount was increased pursuant to this clause (ii)) pro rata based on their Carried Interest Give Back Percentages (determined without regard to this clause (ii)).

Any distribution or contribution adjustments pursuant to this Section 5.8(e) by the General Partner shall be based on its good faith judgment, and no Partner shall have any claim against the Partnership, the General Partner or any other Partners as a result of any adjustment made as set forth above. This Section 5.8(e) applies to all Partners, including Withdrawn Partners.

It is agreed and acknowledged that this Section 5.8(e) is an agreement among the Partners and in no way modifies the obligations of each Partner regarding the Clawback Amount as provided in the BREP Europe VI Agreements.

Section 5.9. Business Expenses. The Partnership shall reimburse the Partners for reasonable travel, entertainment and miscellaneous expenses incurred by them in the conduct of the Partnership’s business in accordance with rules and regulations established by the General Partner from time to time.



Section 5.10. Tax Capital Accounts; Tax Allocations. (a) For U.S. federal income tax purposes, there shall be established for each Partner a single capital account combining such Partner’s Capital Commitment Capital Account and GP-Related Capital Account, with such adjustments as the General Partner determines are appropriate so that such single capital account is maintained in compliance with the principles and requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.

(b) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code or other applicable law. In the event there is a net decrease in partnership minimum gain or partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable year of the Partnership, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to its respective share of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). In addition, this Agreement shall be considered to contain a “qualified income offset” as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Notwithstanding the foregoing, the General Partner in its sole discretion shall make allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Partners within the meaning of the Code and the Treasury Regulations.

(c) For U.S. federal, state and local income tax purposes only, Partnership income, gain, loss, deduction or expense (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in a manner corresponding to the manner in which corresponding items are allocated among the Partners pursuant to the other provisions of this Section 5.10; provided, that the General Partner may in its sole discretion make such allocations for tax purposes as it determines are appropriate so that allocations have substantial economic effect or are in accordance with the interests of the Partners, within the meaning of the Code and the Treasury Regulations thereunder. To the extent there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or credit of the Partnership (or an adjustment to any Partner’s distributive share thereof), the General Partner may reallocate the adjusted items among each Partner or former Partner (as determined by the General Partner) in accordance with the final resolution of such audit adjustment.

## ARTICLE VI

## ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS;
SATISFACTION AND DISCHARGE OF
PARTNERSHIP INTERESTS; TERMINATION

Section 6.1. Additional Partners. (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the



representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner's participation in the Partnership, including the additional Partner's initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a "Nonvoting Special Partner"). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner's Investor Note issued to finance such Limited Partner's purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner's Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

(b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners' GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners' Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. Notwithstanding any provision in this Agreement to the contrary, the General Partner is authorized, without the need for any further act, vote or consent of any person, to make adjustments to the GP-Related Profit Sharing Percentages as it determines necessary in its sole discretion in connection with any additional Partners admitted to the Partnership, adjustments with respect to other Partners of the Partnership and to give effect to other matters set forth herein, as applicable.

(c) An additional Partner shall be required to contribute to the Partnership his or her pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Section 4.1 and Section 7.1.

(d) The admission of an additional Partner will be evidenced by (i) the execution of a deed of adherence to this Agreement by such additional Partner and/or such other documentation as may be required by the General Partner, or (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, if determined by the General Partner, and/or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become an additional Partner and to be bound by the terms of this Agreement and such writing being acceptable to the General Partner on behalf of the Partnership. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement that is acceptable to the General Partner on behalf of the Partnership.



Section 6.2. Withdrawal of Partners. (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days' prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner's GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner's Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner's Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner's GP-Related Partner Interest.

(b) Upon the Withdrawal of any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein.

(c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability.

(d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail.



(e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdraw General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

Section 6.3. GP-Related Partner Interests Not Transferable. (a) No Partner may sell, assign, pledge, charge, grant a security interest over or otherwise transfer or encumber all or any portion of such Partner's GP-Related Partner Interest other than as permitted by written agreement between such Partner and the Partnership; provided, that subject to the Partnership Act, this Section 6.3 shall not impair transfers by operation of law, transfers by will or by other testamentary instrument occurring by virtue of the death or dissolution of a Partner, or transfers required by trust agreements; provided further, that, subject to the prior written consent of the General Partner, which shall not be unreasonably withheld, a Limited Partner may transfer, for estate planning purposes, up to 25% of his or her GP-Related Profit Sharing Percentage to any estate planning trust, limited partnership, or limited liability company with respect to which a Limited Partner controls investments related to any interest in the Partnership held therein (an "Estate Planning Vehicle"). Each Estate Planning Vehicle will be a Nonvoting Special Partner. Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership (including the obligation to make additional GP-Related Capital Contributions), as the case may be. The General Partner may at its sole option exercisable at any time require any Estate Planning Vehicle to Withdraw from the Partnership on the terms of this Article VI. Except as provided in the second proviso to the first sentence of this Section 6.3, no assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Partner's GP-Related Partner Interest shall have any right to be a Partner without the prior written consent of the General Partner (which consent may be given or withheld in its sole discretion without giving any reason therefor). Notwithstanding the granting of a security interest in the entire Interest of any Partner, such Partner shall continue to be a Partner of the Partnership.

(b) Notwithstanding any provision hereof to the contrary, no sale or transfer of any GP-Related Partner Interest in the Partnership may be made except in compliance with the Partnership Act, the laws of the Cayman Islands, and all U.S. federal, state and other applicable laws, including U.S. federal and state securities laws.

Section 6.4. Consequences upon Withdrawal of a Partner. (a) Subject to the Partnership Act, the General Partner may not transfer or assign its interest as a General Partner in the Partnership or its right to manage the affairs of the Partnership, except that the General Partner may, subject to the Partnership Act, with the prior written approval of a Majority in Interest of the Partners, admit another person as an additional or substitute General Partner who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise); provided however, that the General Partner may, in its sole discretion, transfer all or part of its interest in the Partnership to a person who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise) and who owns, directly or indirectly, the principal part of the business then conducted by the General Partner in connection with any liquidation, dissolution or reorganization of the General Partner, and, upon the assumption by such person of liability for all the obligations of



the General Partner under, and its agreeing to be bound by, this Agreement and the filing of a statement pursuant to Section 10(2) of the Partnership Act, such person shall be admitted as the General Partner. A person who is so admitted as an additional or substitute General Partner shall thereby become a General Partner and shall have the right to manage the affairs of the Partnership and to vote as a Partner to the extent of the interest in the Partnership so acquired. The General Partner shall file, or cause to be filed, any statement required to be filed pursuant to Section 10 of the Partnership Act with the Cayman Islands Registrar of Exempted Limited Partnerships to give effect to the provisions of this Section 6.4(a). The General Partner shall not cease to be the general partner of the Partnership upon the collateral assignment of or the pledging, charging, or granting of a security interest in its entire Interest in the Partnership.

(b) Except as contemplated by Section 6.4(a) above, Withdrawal by a General Partner is not permitted. The Withdrawal of a Partner shall not commence the winding up of or dissolve the Partnership if at the time of such Withdrawal there are one or more remaining Partners satisfying the requirements of the Partnership Act, and any one or more of such remaining Partners continue the business of the Partnership (any and all such remaining Partners being hereby authorized to continue the business of the Partnership without commencement of winding up or dissolution and hereby agreeing to do so). Notwithstanding Section 6.4(c), if upon the Withdrawal of a Partner there shall be no remaining Limited Partners, the Partnership shall be wound up and subsequently dissolved unless, within 90 days after the occurrence of such Withdrawal, all remaining Special Partners agree (including by acting through the power of attorney granted pursuant to Section 10.11) in writing to continue the business of the Partnership and to the appointment, effective to the maximum extent permissible by the Partnership Act, as of the date of such Withdrawal, of one or more Limited Partners satisfying the requirements, and in accordance with, of the Partnership Act.

(c) The Partnership shall not commence winding up or be dissolved, in and of itself, by the Withdrawal of any Partner, but shall continue with the surviving or remaining Partners as partners thereof in accordance with and subject to the terms and provisions of this Agreement.

Section 6.5. Satisfaction and Discharge of a Withdrawn Partner’s GP-Related Partner Interests. (a) The terms of this Section 6.5 shall apply to the GP-Related Partner Interest of a Withdrawn Partner, but, except as otherwise expressly provided in this Section 6.5, shall not apply to the Capital Commitment Partner Interest of a Withdrawn Partner. For purposes of this Section 6.5, the term “Settlement Date” means the date as of which a Withdrawn Partner’s GP-Related Partner Interest in the Partnership is settled as determined under paragraph (b) below. Notwithstanding the foregoing, any Limited Partner who Withdraws from the Partnership, and all or any portion of whose GP-Related Partner Interest is retained as a Special Partner, shall be considered a Withdrawn Partner for all purposes hereof.

(b) Except where a later date for the settlement of a Withdrawn Partner’s GP-Related Partner Interest in the Partnership may be agreed to by the General Partner and a Withdrawn Partner, a Withdrawn Partner’s Settlement Date shall be his or her Withdrawal Date; provided, that if a Withdrawn Partner’s Withdrawal Date is not the last day of a month, then the General Partner may elect for such Withdrawn Partner’s Settlement Date to be the last day of the month in which his or her Withdrawal Date occurs. During the interval, if any, between a



Withdrawn Partner’s Withdrawal Date and Settlement Date, such Withdrawn Partner shall have the same rights and obligations with respect to GP-Related Capital Contributions, interest on capital, allocations of GP-Related Net Income (Loss) and distributions as would have applied had such Withdrawn Partner remained a Partner of the Partnership during such period.

(c) In the event of the Withdrawal of a Partner, with respect to such Withdrawn Partner’s GP-Related Partner Interest, the General Partner shall promptly after such Withdrawn Partner’s Settlement Date (i) determine and allocate to the Withdrawn Partner’s GP-Related Capital Accounts such Withdrawn Partner’s allocable share of the GP-Related Net Income (Loss) of the Partnership for the period ending on such Settlement Date in accordance with Article V and (ii) credit the Withdrawn Partner’s GP-Related Capital Accounts with interest in accordance with Section 5.2. In making the foregoing calculations, the General Partner shall be entitled to establish such reserves (including reserves for taxes, bad debts, unrealized losses, actual or threatened litigation or any other expenses, contingencies or obligations) as it deems appropriate. Unless otherwise determined by the General Partner in a particular case, a Withdrawn Partner shall not be entitled to receive any GP-Related Unallocated Percentage in respect of the accounting period during which such Partner Withdraws from the Partnership (whether or not previously awarded or allocated) or any GP-Related Unallocated Percentage in respect of prior accounting periods that have not been paid or allocated (whether or not previously awarded) as of such Withdrawn Partner’s Withdrawal Date.

(d) From and after the Settlement Date of the Withdrawn Partner, the Withdrawn Partner’s GP-Related Profit Sharing Percentages shall, unless otherwise allocated by the General Partner pursuant to Section 5.3(a), be deemed to be GP-Related Unallocated Percentages (except for GP-Related Profit Sharing Percentages with respect to GP-Related Investments as provided in paragraph (f) below).

(e) (i) Upon the Withdrawal from the Partnership of a Partner with respect to such Partner’s GP-Related Partner Interest, such Withdrawn Partner thereafter shall not, except as expressly provided in this Section 6.5, have any rights of a Partner (including voting rights) with respect to such Partner’s GP-Related Partner Interest, and, except as expressly provided in this Section 6.5, such Withdrawn Partner shall not have any interest in the Partnership’s GP-Related Net Income (Loss), or in distributions related to such Partner’s GP-Related Partner Interest, GP-Related Investments or other assets related to such Partner’s GP-Related Partner Interest. If a Partner Withdraws from the Partnership with respect to such Partner’s GP-Related Partner Interest for any reason other than for Cause pursuant to Section 6.2, then the Withdrawn Partner shall be entitled to receive, at the time or times specified in Section 6.5(i) below, in satisfaction and discharge in full of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership, (x) payment equal to the aggregate credit balance, if any, as of the Settlement Date of the Withdrawn Partner’s GP-Related Capital Accounts, (excluding any GP-Related Capital Account or portion thereof attributable to any GP-Related Investment) and (y) the Withdrawn Partner’s percentage interest attributable to each GP-Related Investment in which the Withdrawn Partner has an interest as of the Settlement Date as provided in paragraph (f) below (which shall be settled in accordance with paragraph (f) below), subject to all the terms and conditions of paragraphs (a)-(r) of this Section 6.5. If the amount determined pursuant to clause (x) above is an aggregate negative balance, the Withdrawn Partner shall pay the amount thereof to the Partnership upon demand by the General Partner on or after the date of the statement referred to



in Section 6.5(i) below; provided, that if the Withdrawn Partner was solely a Special Partner on his or her Withdrawal Date, such payment shall be required only to the extent of any amounts payable to such Withdrawn Partner pursuant to this Section 6.5. Any aggregate negative balance in the GP-Related Capital Accounts of a Withdrawn Partner who was solely a Special Partner, upon the settlement of such Withdrawn Partner's GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, shall be allocated among the other Partners' GP-Related Capital Accounts in accordance with their respective GP-Related Profit Sharing Percentages in the categories of GP-Related Net Income (Loss) giving rise to such negative balance as determined by the General Partner as of such Withdrawn Partner's Settlement Date. In the settlement of any Withdrawn Partner's GP-Related Partner Interest in the Partnership, no value shall be ascribed to goodwill, the Partnership name or the anticipation of any value the Partnership or any successor thereto might have in the event the Partnership or any interest therein were to be sold in whole or in part.

(ii) Notwithstanding clause (i) of this Section 6.5(e), in the case of a Partner whose Withdrawal with respect to such Partner’s GP-Related Partner Interest resulted from such Partner’s death or Incompetence, such Partner’s estate or legal representative, as the case may be, may elect, at the time described below, to receive a Nonvoting Special Partner GP-Related Partner Interest and retain such Partner’s GP-Related Profit Sharing Percentage in all (but not less than all) illiquid investments of the Partnership in lieu of a cash payment (or Investor Note) in settlement of that portion of the Withdrawn Partner’s GP-Related Partner Interest. The election referred to above shall be made within 60 days after the Withdrawn Partner’s Settlement Date, based on a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5.

(f) For purposes of clause (y) of paragraph (e)(i) above, a Withdrawn Partner’s “percentage interest” means his or her GP-Related Profit Sharing Percentage as of the Settlement Date in the relevant GP-Related Investment. The Withdrawn Partner shall retain his or her percentage interest in such GP-Related Investment and shall retain his or her GP-Related Capital Account or portion thereof attributable to such GP-Related Investment, in which case such Withdrawn Partner (a “Retaining Withdrawn Partner”) shall become and remain a Special Partner for such purpose (and, if the General Partner so designates, such Special Partner shall be a Nonvoting Special Partner). The GP-Related Partner Interest of a Retaining Withdrawn Partner pursuant to this paragraph (f) shall be subject to the terms and conditions applicable to GP-Related Partner Interests of any kind hereunder and such other terms and conditions as are established by the General Partner. At the option of the General Partner in its sole discretion, the General Partner and the Retaining Withdrawn Partner may agree to have the Partnership acquire such GP-Related Partner Interest without the approval of the other Partners; provided, that the General Partner shall reflect in the books and records of the Partnership the terms of any acquisition pursuant to this sentence.

(g) The General Partner may elect, in lieu of payment in cash of any amount payable to a Withdrawn Partner pursuant to paragraph (e) above, to (i) have the Partnership issue to the Withdrawn Partner a subordinated promissory note and/or to (ii) distribute in kind to the Withdrawn Partner such Withdrawn Partner’s pro rata share (as determined by the General Partner) of any securities or other investments of the Partnership in relation to such Partner’s GP-



Related Partner Interest. If any securities or other investments are distributed in kind to a Withdrawn Partner under this paragraph (g), the amount described in clause (x) of paragraph (e)(i) shall be reduced by the value of such distribution as valued on the latest balance sheet of the Partnership in accordance with generally accepted accounting principles or, if not appearing on such balance sheet, as reasonably determined by the General Partner.

## (h) [Intentionally omitted.]

(i) Within 120 days after each Settlement Date, the General Partner shall submit to the Withdrawn Partner a statement of the settlement of such Withdrawn Partner's GP-Related Partner Interest in the Partnership pursuant to this Section 6.5 together with any cash payment, subordinated promissory note and in kind distributions to be made to such Partner as shall be determined by the General Partner. The General Partner shall submit to the Withdrawn Partner supplemental statements with respect to additional amounts payable to or by the Withdrawn Partner in respect of the settlement of his or her GP-Related Partner Interest in the Partnership (e.g., payments in respect of GP-Related Investments pursuant to paragraph (f) above or adjustments to reserves pursuant to paragraph (j) below) promptly after such amounts are determined by the General Partner. To the fullest extent permitted by law, such statements and the valuations on which they are based shall be accepted by the Withdrawn Partner without examination of the accounting books and records of the Partnership or other inquiry. Any amounts payable by the Partnership to a Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment or provision for payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to the applicable date of payment or distribution; provided, that such Withdrawn Partner shall otherwise rank pari passu in right of payment (x) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year before the Withdrawal Date of the Withdrawn Partner in question and (y) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year after the Withdrawal Date of the Withdrawn Partner in question.

(j) If the aggregate reserves established by the General Partner as of the Settlement Date in making the foregoing calculations should prove, in the determination of the General Partner, to be excessive or inadequate, the General Partner may elect, but shall not be obligated, to pay the Withdrawn Partner or his or her estate such excess, or to charge the Withdrawn Partner or his or her estate such deficiency, as the case may be.

(k) Any amounts owed by the Withdrawn Partner to the Partnership at any time on or after the Settlement Date (e.g., outstanding Partnership loans or advances to such Withdrawn Partner) shall be offset against any amounts payable or distributable by the Partnership to the Withdrawn Partner at any time on or after the Settlement Date or shall be paid by the Withdrawn Partner to the Partnership, in each case as determined by the General Partner. All cash amounts payable by a Withdrawn Partner to the Partnership under this Section 6.5 shall bear interest from the due date to the date of payment at a floating rate equal to the lesser of (x) the Prime Rate or (y) the maximum rate of interest permitted by applicable law. The “due date” of amounts payable by a Withdrawn Partner pursuant to Section 6.5(i) above shall be 120 days after a Withdrawn Partner’s Settlement Date. The “due date” of amounts payable to or by a Withdrawn Partner in respect of GP-Related Investments for which the Withdrawn Partner has retained a percentage interest in accordance with paragraph (f) above shall be 120 days after realization with respect to such GP-Related Investment. The “due date” of any other amounts payable by a Withdrawn Partner shall be 60 days after the date such amounts are determined to be payable.



(1) At the time of the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, the General Partner may, to the fullest extent permitted by applicable law, impose any restrictions it deems appropriate on the assignment, pledge, charge, grant of a security interest, encumbrance or other transfer by such Withdrawn Partner of any interest in any GP-Related Investment retained by such Withdrawn Partner, any securities or other investments distributed in kind to such Withdrawn Partner or such Withdrawn Partner’s right to any payment from the Partnership.

(m) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest for Cause pursuant to Section 6.2(d), then his or her GP-Related Partner Interest shall be settled in accordance with paragraphs (a)-(r) of this Section 6.5; provided, that the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) In settling the Withdrawn Partner’s interest in any GP-Related Investment in which he or she has an interest as of his or her Settlement Date, the General Partner may elect to (A) determine the GP-Related Unrealized Net Income (Loss) attributable to each such GP-Related Investment as of the Settlement Date and allocate to the appropriate GP-Related Capital Account of the Withdrawn Partner his or her allocable share of such GP-Related Unrealized Net Income (Loss) for purposes of calculating the aggregate balance of such Withdrawn Partner’s GP-Related Capital Account pursuant to clause (x) of paragraph (e)(i) above, (B) credit or debit, as applicable, the Withdrawn Partner with the balance of his or her GP-Related Capital Account or portion thereof attributable to each such GP-Related Investment as of his or her Settlement Date without giving effect to the GP-Related Unrealized Net Income (Loss) from such GP-Related Investment as of his or her Settlement Date, which shall be forfeited by the Withdrawn Partner or (C) apply the provisions of paragraph (f) above; provided, that the maximum amount of GP-Related Net Income (Loss) allocable to such Withdrawn Partner with respect to any GP-Related Investment shall equal such Partner’s percentage interest of the GP-Related Unrealized Net Income, if any, attributable to such GP-Related Investment as of the Settlement Date (the balance of such GP-Related Net Income (Loss), if any, shall be allocated as determined by the General Partner). The Withdrawn Partner shall not have any continuing interest in any GP-Related Investment to the extent an election is made pursuant to (A) or (B) above.

(ii) Any amounts payable by the Partnership to the Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to or on or after the applicable date of payment or distribution.



(n) The payments to a Withdrawn Partner pursuant to this Section 6.5 may be conditioned on the compliance by such Withdrawn Partner with any lawful and reasonable (under the circumstances) restrictions against engaging or investing in a business competitive with that of the Partnership or any of its subsidiaries and Affiliates for a period not exceeding two years determined by the General Partner. Upon written notice to the General Partner, any Withdrawn Partner who is subject to noncompetition restrictions established by the General Partner pursuant to this paragraph (n) may elect to forfeit the principal amount payable in the final installment of his or her subordinated promissory note, together with interest to be accrued on such installment after the date of forfeiture, in lieu of being bound by such restrictions.

(o) In addition to the foregoing, the General Partner shall have the right to pay a Withdrawn Partner (other than the General Partner) a discretionary additional payment in an amount and based upon such circumstances and conditions as it determines to be relevant.

(p) The provisions of this Section 6.5 shall apply to any Investor Special Partner relating to a Limited Partner or Special Partner and to any transferee of any GP-Related Partner Interest of such Partner pursuant to Section 6.3 if such Partner Withdraws from the Partnership.

(q) (i) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(ii) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(r) To the extent permitted by applicable law, each Partner (other than the General Partner) hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 6.5, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each relevant Partner under this Agreement, shall be irrevocable and, to the extent permitted by applicable law, shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.



Section 6.6. Dissolution of the Partnership. The General Partner may wind up and subsequently dissolve the Partnership prior to the expiration of its term at any time on giving not less than 60 days' notice of the commencement of winding up to the other Partners and, upon completion of the winding up of the Partnership, by filing a notice pursuant to Section 36(2) of the Partnership Act. Upon the commencement of winding up of the Partnership, the Partners' respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 5.10, Section 6.5, Section 8.1 and Article IX.

Section 6.7. Certain Tax Matters. (a) The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

(b) The General Partner shall cause to be prepared all U.S. federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several States and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he or she shall not, unless he or she provides prior notice of such action to the Partnership, (i) treat, on his or her individual income tax returns, any item of income, gain, loss, deduction or credit relating to his or her interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such Partner for use in preparing his or her income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Tax Matters Partner (as defined below) shall be authorized to act for, and his or her decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Tax Matters Partner in connection therewith (including, without limitation, attorneys', accountants' and other experts' fees and disbursements) shall be expenses of the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he or she provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Tax Matters Partner or with respect to any such amended return or claim for refund filed by the Partnership or the Tax Matters Partner or in any such administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner. The Partnership and each Partner hereby designate any



Partner selected by the General Partner as the “partnership representative” (as defined under the Code) (the “Tax Matters Partner”). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 6.7 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation.

(c) Each individual Partner shall provide to the Partnership copies of each U.S. federal, state and local income tax return of such Partner (including any amendment thereof) within 30 days after filing such return.

(d) To the extent the General Partner reasonably determines that the Partnership (or any entity in which the Partnership holds an interest) is or may be required by law to withhold or to make tax payments, including interest and penalties on such amounts, on behalf of or with respect to any Partner, including pursuant to Section 6225 of the Code (“Tax Advances”), the General Partner may withhold or escrow such amounts or make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds upon dissolution of the Partnership otherwise payable to such Partner. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions (whether before or upon winding up or dissolution of the Partnership) unreduced by the amount of such Tax Advance. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner. The obligations of a Partner set forth in this Section 6.7(d) shall survive the Withdrawal of any Partner from the Partnership or any Transfer of a Partner’s interest.

Section 6.8. Special Basis Adjustments. In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.

## ARTICLE VII

## CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

Section 7.1. Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Partner Interests and the Capital Commitment BREP Europe VI Interest and matters related to the Capital Commitment Partner Interests and the Capital Commitment BREP Europe VI Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Partner Interests or the GP-Related BREP Europe VI Interest.



(b) Each Partner, severally, agrees to make contributions of capital to the Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the Partnership’s capital contributions to BREP Europe VI or Associates Europe VI in respect of the Capital Commitment BREP Europe VI Interest, if any, and the related Capital Commitment BREP Europe VI Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Partner shall be obligated to make Capital Commitment-Related Capital Contributions to the Partnership in an amount in excess of such Partner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements, if any, of the Partners may include provisions with respect to the foregoing matters. It is understood that a Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Partnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Partner shall be evidenced by receipt by the Partnership of funds equal to such Partner’s Capital Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the General Partner may submit to the Partners from time to time.

(c) The Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment-Related Capital Contributions due to the Partnership from such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Partner shall pay interest to the Advancing Party on each Firm Advance from the date of such Firm Advance until the repayment thereof by such Partner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Partnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Partner of such rate upon such Partner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.



Section 7.2. Capital Commitment Capital Accounts. (a) There shall be established for each Partner in the books of the Partnership as of the date of formation of the Partnership, or such later date on which such Partner is admitted to the Partnership, and on each such other date as such Partner first acquires a Capital Commitment Interest in a particular Capital Commitment Investment, a Capital Commitment Capital Account for each Capital Commitment Investment in which such Partner acquires a Capital Commitment Interest on such date. Each Capital Commitment-Related Capital Contribution of a Partner shall be credited to the appropriate Capital Commitment Capital Account of such Partner on the date such Capital Commitment-Related Capital Contribution is paid to the Partnership. Capital Commitment Capital Accounts shall be adjusted to reflect any transfer of a Partner's interest in the Partnership related to his or her Capital Commitment Partner Interest as provided in this Agreement.

(b) A Partner shall not have any obligation to the Partnership or to any other Partner to restore any negative balance in the Capital Commitment Capital Account of such Partner. Until distribution of any such Partner's interest in the Partnership with respect to a Capital Commitment Interest as a result of the disposition by the Partnership of the related Capital Commitment Investment and in whole upon the winding up and dissolution of the Partnership, neither such Partner's Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption except with the consent of the General Partner.

Section 7.3. Allocations. (a) Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners (including the General Partner) participating in such Capital Commitment Investment in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment. Capital Commitment Net Income (Loss) on any Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion which such Partner's aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; provided, that if any Partner makes the election provided for in Section 7.6, Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners participating in such Capital Commitment Investment who do not make such election in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment.

(b) Any special costs relating to distributions pursuant to Section 7.6 or Section 7.7 shall be specially allocated to the electing Partner.

(c) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.



## Section 7.4. Distributions.

(a) Each Partner’s allocable portion of Capital Commitment Net Income received from his or her Capital Commitment Investments, distributions to such Partner that constitute returns of capital, and other Capital Commitment Net Income of the Partnership (including, without limitation, Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a Fiscal Year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such Fiscal Year (or on such earlier date as related distributions are made in the sole discretion of the General Partner) with any cash amount distributable to such Partner pursuant to clauses (ii) and (vii) below to be distributed, subject to applicable law, within 45 days after the end of each Fiscal Year of the Partnership (or in each case on such earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below):

(i) First, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor);

(ii) Second, to distribution to the Partner of an amount equal to the U.S. federal, state and local income taxes on income of the Partnership allocated to such Partner for such year in respect of such Partner’s Capital Commitment Partner Interest (the aggregate amount of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum rate of U.S. federal, New York State and New York City taxes (including, without limitation, taxes imposed under Section 1411 of the Code), taking into account the character of such taxable income allocated by the Partnership and the limitations on deductibility of expenses and other items for U.S. federal income tax purposes); provided, that additional amounts shall be paid to the Partner pursuant to this clause (ii) to the extent that such amount reduces the amount otherwise distributable to the Partner pursuant to a comparable provision in any other BE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other entity; provided further, that amounts paid pursuant to the provisions in such other BE Agreements comparable to the immediately preceding proviso shall reduce those amounts otherwise distributable to the Partner pursuant to provisions in such other BE Agreements that are comparable to this clause (ii);

(iii) Third, to the payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to such Fiscal Year or (B) any BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year, to the extent not repaid from Other Sources;



(iv) Fourth, to the return to such Partner of (A) all Capital Commitment-Related Capital Contributions made in respect of the Capital Commitment Interest to which any Capital Commitment Investment disposed of during or prior to such Fiscal Year relates or (B) all capital contributions made to any Blackstone Entity (other than the Partnership) in respect of interests therein relating to BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of Capital Commitment Partner Carried Interest);

(v) Fifth, to the payment of principal (including any previously deferred amounts) then owing under all other Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor;

(vi) Sixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and

(vii) Seventh, to such Partner to the extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof.

To the extent there is a partial disposition of a Capital Commitment Investment or any other BE Investment, as applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Capital Commitment Investment or other BE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Partner who is no longer an employee or officer of Holdings or an Affiliate thereof, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the Partnership or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in respect of such Partner's Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Partner, until all such Partner's Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Partner.

Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Partner in respect of such Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his or her Investor Notes for the full period in respect of which the distribution is made.



## (b) [Intentionally omitted.]

(c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall be payable on the next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Partner that is no longer an employee or officer of Holdings or its Affiliates. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes.

## (d) [Intentionally omitted.]

(e) The Capital Commitment Capital Account of each Partner shall be reduced by the amount of any distribution to such Partner pursuant to Section 7.4(a).

(f) At any time that a sale, exchange, transfer or other disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or BREP Europe VI (a “Capital Commitment Disposable Investment”), at the election of the General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a Capital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests.

(g) (i) If (x) the Partnership is obligated under the Giveback Provisions to contribute a Giveback Amount to BREP Europe VI in respect of any Capital Commitment BREP Europe VI Interest that may be held by the Partnership or (y) Associates Europe VI is obligated under the Giveback Provisions to contribute to BREP Europe VI a Giveback Amount with respect to any Capital Commitment BREP Europe VI Interest that may be held by Associates Europe VI and the Partnership is obligated to contribute any such amount to Associates Europe VI in respect of the Partnership’s Capital Commitment Associates Europe VI Partner Interest



(the amount of any such obligation of the Partnership with respect to such a Giveback Amount in the case of either (x) or (y) being herein called a "Capital Commitment Giveback Amount"), the General Partner shall call for such amounts as are necessary to satisfy such obligation of the Partnership as determined by the General Partner, in which case, each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership with respect to the Capital Commitment BREF Europe VI Interest (the "Capital Commitment Recontribution Amount") which equals such Partner's pro rata share of prior distributions in connection with (a) the Capital Commitment BREF Europe VI Investment giving rise to the Capital Commitment Giveback Amount, (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Capital Commitment Giveback Amount, Capital Commitment BREF Europe VI Investments other than the one giving rise to such obligation, and (c) if the Capital Commitment Giveback Amount pursuant to the applicable BREF Europe VI Agreement is unrelated to a specific Capital Commitment BREF Europe VI Investment, all Capital Commitment BREF Europe VI Investments. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner's Capital Commitment Recontribution Amount. Prior to such time, the General Partner may, at the General Partner's discretion (but shall be under no obligation to), provide notice that in the General Partner's judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations).

(ii) (A) In the event any Partner (a "Capital Commitment Defaulting Party") fails to reconribute all or any portion of such Capital Commitment Defaulting Party's Capital Commitment Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Capital Commitment Profit Sharing Percentages), such amounts as are necessary to fulfill the Capital Commitment Defaulting Party's obligation to pay such Capital Commitment Defaulting Party's Capital Commitment Recontribution Amount (a "Capital Commitment Deficiency Contribution") if the General Partner determines in its good faith judgment that the Partnership will be unable to collect such amount in cash from such Capital Commitment Defaulting Party for payment of the Capital Commitment Giveback Amount at least 20 Business Days prior to the latest date that the Partnership is permitted to pay the Capital Commitment Giveback Amount; provided, that no Partner shall as a result of such Capital Commitment Deficiency Contribution be required to contribute an amount in excess of 167% of the amount of the Capital Commitment Recontribution Amount initially requested from such Partner in respect of such default. Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the Capital Commitment Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the Capital Commitment Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such Capital Commitment Defaulting Party becoming a Capital Commitment Defaulting Party) to set-off as appropriate and apply against such Capital Commitment Defaulting Party's Capital Commitment Recontribution Amount any amounts otherwise payable to the Capital



Commitment Defaulting Party by the Partnership or any Affiliate thereof. Each Partner hereby grants to the General Partner a security interest, effective upon such Partner becoming a Capital Commitment Defaulting Party, in all accounts receivable and other rights to receive payment from the Partnership or any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or in the name of the Partnership, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Capital Commitment Recontribution Amount of a Capital Commitment Defaulting Party from the date such Capital Commitment Recontribution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(B) Any Partner’s failure to make a Capital Commitment Deficiency Contribution shall cause such Partner to be a Capital Commitment Defaulting Party with respect to such amount.

(iii) A Partner’s obligation to make contributions to the Partnership under this Section 7.4(g) shall survive the commencement of winding up and subsequent dissolution of the Partnership.

Section 7.5. Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the General Partner) in accordance with the principles utilized by Associates Europe VI (or any other Affiliate of the Partnership that is a general partner of BREP Europe VI) in valuing investments of BREP Europe VI or, in the case of investments not held by BREP Europe VI, in the good faith judgment of the General Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the General Partner in good faith; provided further, that such value may be adjusted by the General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Partners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a General Partner of the Partnership.

Section 7.6. Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in



writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership.

(b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Section 7.7. Capital Commitment Special Distribution Election. (a) From time to time during the term of this Agreement, the General Partner may in its sole discretion, upon receipt of a written request from a Partner, distribute to such Partner any portion of its pro rata share of a Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment) (a “Capital Commitment Special Distribution”). Such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Capital Commitment Special Distribution.

(b) No Capital Commitment Special Distributions shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such Capital Commitment Special Distribution.

## ARTICLE VIII

## WITHDRAWAL, ADMISSION OF NEW PARTNERS

Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests. (a) Capital Commitment Interests (or a portion thereof) that were financed by Investor Notes will be treated as Non-Contingent for purposes hereof based upon the proportion of (a) the sum of Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to each Capital Commitment Interest and principal payments on the related Investor Note to (b) the sum of the Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to such Capital Commitment Interest, the original principal amount of such Investor Note and all deferred amounts of interest which from time to time comprise part of the principal amount of the Investor Note. A Partner may prepay a portion of any outstanding principal on the Investor Notes; provided, that in the event that a Partner prepays all or any portion of the principal amount of the Investor Notes within nine months prior to the date on which such Partner is no longer an employee or officer of Holdings or its Affiliates, the Partnership (or its designee) shall have the right, in its sole discretion, to purchase the Capital Commitment Interest that became Non-Contingent as a result of such prepayment; provided further, that the purchase price for such Capital Commitment Interest shall be determined in



accordance with the determination of the purchase price of a Partner’s Contingent Capital Commitment Interests as set forth in paragraph (b) below. Prepayments made by a Partner shall apply pro rata against all of such Partner’s Investor Notes; provided, that such Partner may request that such prepayments be applied only to Investor Notes related to BE Investments that are related to one or more Blackstone Entities specified by such Partner. Except as expressly provided herein, Capital Commitment Interests that were not financed in any respect with Investor Notes shall be treated as Non-Contingent Capital Commitment Interests.

(b) (i) Upon a Partner ceasing to be an officer or employee of the Partnership or any of its Affiliates, other than as a result of such Partner dying or suffering a Total Disability, such Partner and the Partnership or any other person designated by the General Partner shall each have the right (exercisable by the Withdrawn Partner within 30 days and by the Partnership or its designee(s) within 45 days after such Partner’s ceasing to be such an officer or employee) or any time thereafter, upon 30 days’ notice, but not the obligation, to require the Partnership (subject to the prior consent of the General Partner, such consent not to be unreasonably withheld or delayed), subject to the Partnership Act, to buy (in the case of exercise of such right by such Withdrawn Partner) or the Withdrawn Partner to sell (in the case of exercise of such right by the Partnership or its designee(s)) all (but not less than all) such Withdrawn Partner’s Contingent Capital Commitment Interests.

(ii) The purchase price for each such Contingent Capital Commitment Interest shall be an amount equal to (A) the outstanding principal amount of the related Investor Note plus accrued interest thereon to the date of purchase (such portion of the purchase price to be paid in cash) and (B) an additional amount (the "Adjustment Amount") equal to (x) all interest paid by the Partner on the portion of the principal amount of such Investor Note(s) relating to the portion of the related Capital Commitment Interest remaining Contingent and to be repurchased, plus (y) all Capital Commitment Net Losses allocated to the Withdrawn Partner on such Contingent portion of such Capital Commitment Interest, minus (z) all Capital Commitment Net Income allocated to the Withdrawn Partner on the Contingent portion of such Capital Commitment Interest; provided, that, if the Withdrawn Partner was terminated from employment or his or her position as an officer for Cause, all amounts referred to in clause (x) or (y) of the Adjustment Amount, in the General Partner's sole discretion, may be deemed to equal zero. The Adjustment Amount shall, if positive, be payable by the holders of the purchased Capital Commitment Interests to the Withdrawn Partner from the next Capital Commitment Net Income received by such holders on the Contingent portion of such Withdrawn Partner's Capital Commitment Interests at the time such Capital Commitment Net Income is received. If the Adjustment Amount is negative, it shall be payable to the holders of the purchased Capital Commitment Interest by the Withdrawn Partner (A) from the next Capital Commitment Net Income on the Non-Contingent portion of the Withdrawn Partner's Capital Commitment Interests at the time such Capital Commitment Net Income is received by the Withdrawn Partner, or (B) if the Partnership or its designee(s) elect to purchase such Withdrawn Partner's Non-Contingent Capital Commitment Interests, in cash by the Withdrawn Partner at the time of such purchase; provided, that the Partnership and its Affiliates may offset any amounts otherwise owing to a Withdrawn Partner against any Adjustment Amount owed by such Withdrawn Partner. Until so paid, such remaining Adjustment Amount will not itself bear interest. At the time of such purchase of the Withdrawn Partner's Contingent Capital Commitment Interests, his or her related Investor Note shall be payable in full.



(iii) Upon such Partner ceasing to be such an officer or employee, all Investor Notes shall become fully recourse to the Withdrawn Partner in his or her individual capacity (whether or not the Withdrawn Partner or the Partnership or its designee(s) exercises the right to require repurchase of the Withdrawn Partner’s Contingent Capital Commitment Interests).

(iv) If neither the Withdrawn Partner nor the Partnership nor its designee(s) exercises the right to require repurchase of such Contingent Capital Commitment Interests, then the Withdrawn Partner shall retain the Contingent portion of his or her Capital Commitment Interests and the Investor Notes shall remain outstanding, shall become fully recourse to the Withdrawn Partner in his or her individual capacity, shall be payable in accordance with their remaining original maturity schedules and shall be prepayable at any time by the Withdrawn Partner at his or her option, and the Partnership shall apply such prepayments against outstanding Investor Notes on a pro rata basis.

(v) To the extent that another Partner purchases a portion of a Capital Commitment Interest of a Withdrawn Partner, the purchasing Partner’s Capital Commitment Capital Account and Capital Commitment Profit Sharing Percentage for such Capital Commitment Investment shall be correspondingly increased.

(c) Upon the occurrence of a Final Event with respect to any Partner, such Partner shall thereupon cease to be a Partner with respect to such Partner’s Capital Commitment Partner Interest. If such a Final Event shall occur, no Successor in Interest to any such Partner shall for any purpose hereof become or be deemed to become a Partner. The sole right, as against the Partnership and the remaining Partners, acquired hereunder by, or resulting hereunder to, a Successor in Interest to any Partner shall be to receive any distributions and allocations with respect to such Partner’s Capital Commitment Partner Interest pursuant to Article VII and this Article VIII (subject to the right of the Partnership to purchase the Capital Commitment Interests of such former Partner pursuant to Section 8.1(b) or Section 8.1(d)), to the extent, at the time, in the manner and in the amount otherwise payable to such Partner had such a Final Event not occurred, and no other right shall be acquired hereunder by, or shall result hereunder to, a Successor in Interest to such Partner, whether by operation of law or otherwise and the Partnership shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder. Until distribution of any such Partner’s interest in the Partnership upon the winding up of the Partnership as provided in Section 9.2, neither his or her Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption without the consent of the General Partner. The General Partner shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder with respect to such Partner’s Capital Commitment Partner Interest.



(d) If a Partner dies or suffers a Total Disability, all Contingent Capital Commitment Interests of such Partner shall be purchased by the Partnership or its designee (within 30 days of the first date on which the Partnership knows or has reason to know of such Partner's death or Total Disability) (and the purchase price for such Contingent Capital Commitment Interests shall be determined in accordance with Section 8.1(b) (except that any Adjustment Amount shall be payable by or to such Partner's estate, personal representative or other Successor in Interest, in cash)), and any Investor Notes financing such Contingent Capital Commitment Interests shall thereupon be prepaid as provided in Section 8.1(b). Upon such Partner's death or Total Disability, any Investor Note(s) financing such Contingent Capital Commitment Interests shall become fully recourse. In addition, in the case of the death or Total Disability of a Partner, if the estate, personal representative or other Successor in Interest of such Partner, so requests in writing within 180 days after the Partner's death or ceasing to be an employee or member (directly or indirectly) of the Partnership or any of its Affiliates by reason of Total Disability (such requests shall not exceed one per calendar year), the Partnership or its designee may but is not obligated to purchase for cash all (but not less than all) Non-Contingent Capital Commitment Interests of such Partner as of the last day of the Partnership's then current Fiscal Year at a price equal to the Capital Commitment Value thereof as of the most recent valuation prior to the date of purchase. Each Partner shall be required to include appropriate provisions in his or her will to reflect such provisions of this Agreement. In addition, the Partnership may, in the sole discretion of the General Partner, upon notice to the estate, personal representative or other Successor in Interest of such Partner, within 30 days of the first date on which the General Partner knows or has reason to know of such Partner's death or Total Disability, determine either (i) to distribute Securities or other property to the estate, personal representative or other Successor in Interest, in exchange for such Non-Contingent Capital Commitment Interests as provided in Section 8.1(e) or (ii) to require sale of such Non-Contingent Capital Commitment Interests to the Partnership or its designee as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion) for an amount in cash equal to the Capital Commitment Value thereof.

(e) In lieu of retaining a Withdrawn Partner as a Partner with respect to any Non-Contingent Capital Commitment Interests, the General Partner may, in its sole discretion, by notice to such Withdrawn Partner within 45 days of his or her ceasing to be an employee or officer of the Partnership or any of its Affiliates, or at any time thereafter, upon 30 days written notice, determine (1) to distribute to such Withdrawn Partner the pro rata portion of the Securities or other property underlying such Withdrawn Partner's Non-Contingent Capital Commitment Interests, subject to any restrictions on distributions associated with the Securities or other property, in satisfaction of his or her Non-Contingent Capital Commitment Interests in the Partnership or (2) to cause, as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion), the Partnership or another person designated by the General Partner (who may be itself another Partner or another Affiliate of the Partnership) to purchase all (but not less than all) of such Withdrawn Partner's Non-Contingent Capital Commitment Interests for a price equal to the Capital Commitment Value thereof (determined in good faith by the General Partner as of the most recent valuation prior to the date of purchase). The General Partner shall condition any distribution or purchase of voting Securities pursuant to paragraph (d) above or this paragraph (e) upon the Withdrawn Partner's execution and delivery to the Partnership of an appropriate irrevocable proxy, in favor of the General Partner or its nominee, relating to such Securities.



(f) The Partnership may subsequently transfer any Unallocated Capital Commitment Interest or portion thereof which is purchased by it as described above to any other person approved by the General Partner. In connection with such purchase or transfer or the purchase of a Capital Commitment Interest or portion thereof by the General Partner's designee(s), Holdings may loan all or a portion of the purchase price of the transferred or purchased Capital Commitment Interest to the Partnership, the transferee or the designee-purchaser(s), as applicable (excluding any of the foregoing who is an executive officer of The Blackstone Group Inc. or any Affiliate thereof). To the extent that a Withdrawn Partner's Capital Commitment Interests (or portions thereof) are repurchased by the Partnership and not transferred or to purchased by another person, all or any portion of such repurchased Capital Commitment Interests may, in the sole discretion of the General Partner, (i) be allocated to each Partner already participating in the Capital Commitment Investment to which the repurchased Capital Commitment Interest relates, (ii) be allocated to each Partner in the Partnership, whether or not already participating in such Capital Commitment Investment, and/or (iii) continue to be held by the Partnership itself as an unallocated Capital Commitment Investment (such Capital Commitment Interests being herein called "Unallocated Capital Commitment Interests"). To the extent that a Capital Commitment Interest is allocated to Partners as provided in clause (i) and/or (ii) above, any indebtedness incurred by the Partnership to finance such repurchase shall also be allocated to such Partners. All such Capital Commitment Interests allocated to Partners shall be deemed to be Contingent and shall become Non-Contingent as and to the extent that the principal amount of such related indebtedness is repaid. The Partners receiving such allocations shall be responsible for such related indebtedness only on a nonrecourse basis to the extent appropriate as provided in this Agreement, except as otherwise provided in this Section 8.1 and except as such Partners and the General Partner shall otherwise agree; provided, that such indebtedness shall become fully recourse to the extent and at the time provided in this Section 8.1. If the indebtedness financing such repurchased interests is not to be non-recourse or so limited, the Partnership may require an assumption by the Partners of such indebtedness on the terms thereof as a precondition to allocation of the related Capital Commitment Interests to such Partners; provided, that a Partner shall not, except as set forth in his or her Investor Note(s), be obligated to accept any obligation that is personally recourse (except as provided in this Section 8.1), unless his or her prior consent is obtained. So long as the Partnership itself retains the Unallocated Capital Commitment Interests pursuant to clause (iii) above, such Unallocated Capital Commitment Interests shall belong to the Partnership and any indebtedness financing the Unallocated Capital Commitment Interests shall be an obligation of the Partnership to which all income of the Partnership is subject except as otherwise agreed by the lender of such indebtedness. Any Capital Commitment Net Income (Loss) on an Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion his or her aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; debt service on such related financing will be an expense of the Partnership allocable to all Partners in such proportions.

(g) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest for Cause, then his or her Capital Commitment Interest shall be settled in accordance with paragraphs (a)-(f) and (j) of this Section 8.1; provided, that if such Partner was not at any time a direct partner of a General Partner of the Partnership, the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:



(i) purchase for cash all of such Withdrawn Partner’s Non-Contingent Capital Commitment Interests. The purchase price for each such Non-Contingent Capital Commitment Interest shall be the lower of (A) the original cost of such Non-Contingent Capital Commitment Interest or (B) an amount equal to the Capital Commitment Value thereof (determined as of the most recent valuation prior to the date of the purchase of such Non-Contingent Capital Commitment Interest);

(ii) allow the Withdrawn Partner to retain such Non-Contingent Capital Commitment Interests; provided, that the maximum amount of Capital Commitment Net Income allocable to such Withdrawn Partner with respect to any Capital Commitment Investment shall equal the amount of Capital Commitment Net Income that would have been allocated to such Withdrawn Partner if such Capital Commitment Investment had been sold as of the Settlement Date at the then prevailing Capital Commitment Value thereof; or

(iii) in lieu of cash, purchase such Non-Contingent Capital Commitment Interests by providing the Withdrawn Partner with a promissory note in the amount determined in (i) above. Such promissory note shall have a maximum term of ten (10) years with interest at the Federal Funds Rate.

(h) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s Capital Commitment Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(i) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(j) To the extent permitted by applicable law, each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 8.1, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is intended to secure an interest in property, and, in addition, the obligations of each relevant Limited Partner under this Agreement and, to the extent permitted by applicable law, shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.



Section 8.2. Transfer of Partner’s Capital Commitment Interest. Except as otherwise agreed by the General Partner, no Partner or former Partner shall have the right to sell, assign, mortgage, pledge, charge, grant a security interest over, or otherwise dispose of or transfer (“Transfer”) all or part of any such Partner’s Capital Commitment Partner Interest in the Partnership; provided, that this Section 8.2 shall in no way impair (i) Transfers as permitted in Section 8.1 above and subject to the Partnership Act, in the case of the purchase of a Withdrawn Partner’s or Deceased or Totally Disabled Partner’s Capital Commitment Interests, (ii) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers by a Partner to another Partner of Non-Contingent Capital Commitment Interests, (iii) Transfers with the prior written consent of the General Partner (which consent may be granted or withheld in its sole discretion without giving any reason therefor) and (iv) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers of up to 25% of a Limited Partner’s Capital Commitment Partner Interest to an Estate Planning Vehicle (it being understood that it shall not be unreasonable for the General Partner to condition any Transfer of an Interest pursuant to this clause (iv) on the satisfaction of certain conditions and/or requirements imposed by the General Partner in connection with any such Transfer, including, for example, a requirement that any transferee of an Interest hold such Interest as a passive, non-voting interest in the Partnership). Each Estate Planning Vehicle shall not have voting rights (any such Partner being called a “Nonvoting Partner”). Such Partner shall be jointly and severally liable for all obligations of both such Partner and such Nonvoting Partner with respect to the interest transferred (including the obligation to make additional Capital Commitment-Related Capital Contributions). The General Partner may at its sole option exercisable at any time require such Estate Planning Vehicle to Withdraw from the Partnership on the terms of Section 8.1 and Article VI. No person acquiring an interest in the Partnership pursuant to this Section 8.2 shall become a Partner of the Partnership, or acquire such Partner’s right to participate in the affairs of the Partnership, unless such person shall be admitted as a Partner pursuant to Section 6.1. A Partner shall not cease to be a Partner of the Partnership upon the collateral assignment of, or the pledging or granting of a security interest in, its entire Interest in the Partnership in accordance with the provisions of this Agreement.

Section 8.3. Compliance with Law. Notwithstanding any provision hereof to the contrary, no sale or Transfer of a Capital Commitment Interest in the Partnership may be made except in compliance with the Partnership Act, the laws of the Cayman Islands and all U.S. federal, state and other applicable laws, including U.S. federal and state securities laws.

## ARTICLE IX

## DISSOLUTION

Section 9.1. Dissolution. The Partnership shall commence winding up and be subsequently dissolved pursuant to this Article IX and Section 36(1) the Partnership Act:

(a) pursuant to Section 6.6;

(b) the making of an order by the courts of the Cayman Islands to commence winding up the Partnership; or

(c) upon the expiration of the term of the Partnership.



Section 9.2. Final Distribution. Upon the commencement of winding up of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act:

(a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and

(b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

(c) The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests. (a) If there are any Securities or other property or other investments or securities related to the Partners' Capital Commitment Partner Interests which, in the judgment of the liquidator, cannot be sold, or properly distributed in kind in the case of dissolution, without sacrificing a significant portion of the value thereof, the value of a Partner's interest in each such Security or other investment or security may be excluded from the amount distributed to the Partners participating in the related Capital Commitment Investment pursuant to Section 9.2(b). Any interest of a Partner, including his or her pro rata interest in any gains, losses or distributions, in Securities or other property or other investments or securities so excluded shall not be paid or distributed until such time as the liquidator shall determine.

(b) If there is any pending transaction, contingent liability or claim by or against the Partnership related to the Partners’ Capital Commitment Partner Interests as to which the interest or obligation of any Partner therein cannot, in the judgment of the liquidator, be then ascertained, the value thereof or probable loss therefrom may be deducted from the amount distributable to such Partner pursuant to Section 9.2(b). No amount shall be paid or charged to any such Partner on account of any such transaction or claim until its final settlement or such earlier time as the liquidator shall determine. The Partnership may meanwhile retain from other sums due such Partner in respect of such Partner’s Capital Commitment Partner Interest an amount which the liquidator estimates to be sufficient to cover the share of such Partner in any probable loss or liability on account of such transaction or claim.



(c) Upon determination by the liquidator that circumstances no longer require the exclusion of any Securities or other property or retention of sums as provided in paragraphs (a) and (b) of this Section 9.3, the liquidator shall, at the earliest practicable time, distribute as provided in Section 9.2(b) such sums or such Securities or other property or the proceeds realized from the sale of such Securities or other property to each Partner from whom such sums or Securities or other property were withheld.

(d) When the General Partner or other liquidator has complied with and completed the winding up of the Partnership, the General Partner or such other liquidator, on behalf of all Partners, shall execute, acknowledge and cause to be filed with the Registrar a notice of dissolution in accordance with the Partnership Act.

## ARTICLE X

## MISCELLANEOUS

Section 10.1. Submission to Jurisdiction: Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision as well as any and all disputes arising out of, relating to or in connection with the winding up or dissolution of the Partnership), whether arising during the existence of the Partnership or during or after the winding up or dissolution of the Partnership, shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A., in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within 30 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner's agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.



(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 10.1, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties' relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 10.1 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 10.1 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the "Delaware Arbitration Act"). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 10.1, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 10.1. In that case, this Section 10.1 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10.1 shall be construed to omit such invalid or unenforceable provision.

Section 10.2. Ownership and Use of the Blackstone Name. The Partnership acknowledges that Blackstone TM L.L.C. (“TM”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154 U.S.A., (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its Affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its partnership name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.



Section 10.3. Written Consent. Subject to applicable law, any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

Section 10.4. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, enter or has previously entered into separate letter agreements with individual Partners, officers or employees with respect to GP-Related Profit Sharing Percentages, Capital Commitment Profit Sharing Percentages, benefits or any other matter, which letter agreements have the effect of establishing rights under, or altering or supplementing, the terms of this Agreement with respect to any such Partner and such matters. The parties hereto agree that any rights established, or any terms of this Agreement altered or supplemented, in any such separate letter agreement, including any Commitment Agreement or SMD Agreement, shall govern solely with respect to such Partner notwithstanding any other provision of this Agreement. The General Partner may from time to time execute and deliver to the Partners schedules which set forth the then current capital balances, GP-Related Profit Sharing Percentages and Capital Commitment Profit Sharing Percentages of the Partners and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever; provided, that this in no way limits the effectiveness of any Commitment Agreement or SMD Agreement.

Section 10.5. Governing Law; Separability of Provisions. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to principles of conflicts of law. In particular, the Partnership is registered as an exempted limited partnership pursuant to the Partnership Act, and the rights, duties and liabilities of the General Partner, Limited Partners and the Special Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby. Unless the context otherwise requires, any reference to any law, regulation, governmental entity or agency or such survivor concepts shall be with respect to any jurisdiction, whether Cayman Islands, U.S. or otherwise.

Section 10.6. Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner's heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner's or Withdrawn Partner's interest in the Partnership, unless waived by the General Partner. The



Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Europe VI Agreements, (x) the limited partners in BREP Europe VI shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.7(b), as applicable, of the BREP Europe VI Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.7(c), as applicable, of the BREP Europe VI Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP Europe VI Partnership Agreement) unless such amendment does not adversely affect such limited partners' rights under paragraph 9.2.7 of the BREP Europe VI Partnership Agreement.

Section 10.7. Confidentiality. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Each Partner



understands and acknowledges that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, a Partner shall not be required to give prior notice to (or get prior authorization from) Blackstone regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is any Partner authorized to disclose any information covered by Blackstone or its affiliates' attorney-client privilege or attorney work product or Blackstone's trade secrets without the prior written consent of Blackstone.

Section 10.8. Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given by hand delivery (including any courier service) or telecopy to any Partner at its address or telecopy number shown in the Partnership’s books and records or, if given to the General Partner, at the address or telecopy number of the Partnership in New York City. Each such notice shall be effective (i) if given by telecopy, upon dispatch, and (ii) if given by hand delivery, when delivered to the address of such Partner, the General Partner or the Partnership specified as aforesaid. Sections 8 and 19(3) of the Electronic Transactions Law (2003 Revision) of the Cayman Islands shall not apply to this Agreement.

Section 10.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute a single instrument.

Section 10.10. Power of Attorney. Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file all instruments, documents and certificates which, from time to time, may be required to set forth any amendment to this Agreement or may be required by this Agreement or by the laws of the United States of America, the Cayman Islands, the State of Delaware or any other state or country in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Partnership. Such power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each relevant Limited Partner under this Agreement, shall be irrevocable and shall survive and continue in full force and effect notwithstanding the subsequent Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the subsequent disability or incapacity of such Partner.



Section 10.11. Partner’s Will. Each Partner and Withdrawn Partner shall include in his or her will a provision that addresses certain matters in respect of his or her obligations relating to the Partnership that is satisfactory to the General Partner and each such Partner and Withdrawn Partner shall confirm annually to the Partnership, in writing, that such provision remains in his or her current will. Where applicable, any estate planning trust of such Partner or Withdrawn Partner to which a portion of such Partner’s or Withdrawn Partner’s Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust. In the event any Partner or Withdrawn Partner fails to comply with the provisions of this Section 10.11 after the Partnership has notified such Partner or Withdrawn Partner of his or her failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Partner until the time at which such party complies with the requirements of this Section 10.11.

Section 10.12. Cumulative Remedies. Rights and remedies under this Agreement are cumulative and do not preclude use of other rights and remedies available under applicable law.

Section 10.13. Legal Fees. Except as more specifically provided herein, in the event of a legal dispute (including litigation, arbitration or mediation) between any Partner or Withdrawn Partner and the Partnership, arising in connection with any party seeking to enforce Section 4.1(d) or any other provision of this Agreement relating to the Holdback, the Clawback Amount, the GP-Related Giveback Amount, the Capital Commitment Giveback Amount, the Net GP-Related Recontribution Amount or the Capital Commitment Recontribution Amount, the “losing” party to such dispute shall promptly reimburse the “victorious party” for all reasonable legal fees and expenses incurred in connection with such dispute (such determination to be made by the relevant adjudicator). Any amounts due under this Section 10.13 shall be paid within 30 days of the date upon which such amounts are due to be paid and such amounts remaining unpaid after such date shall accrue interest at the Default Interest Rate.

Section 10.14. Entire Agreement; Modifications. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Except as provided herein, this Agreement may be amended or modified at any time by the General Partner in its sole discretion, upon notification thereof to the Limited Partners.

Section 10.15. Effective Date. Notwithstanding the date of execution of this Agreement, each of the parties agrees that their respective rights, duties and obligations pursuant to this Agreement shall have effect from May 8, 2019, as between the parties, and the parties agree to account to each other accordingly.

Section 10.16. Third Party Rights.

(a) Any Covered Person not being a party to this Agreement may enforce any rights granted to it pursuant to this Agreement in its own right as if it were a party to this Agreement.



(b) Except as expressly provided in paragraph (a) above, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of this Agreement.

(c) Notwithstanding any term of this Agreement, the consent of or notice to any person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.



IN WITNESS WHEREOF, the parties have executed and unconditionally delivered this Agreement as a deed on the day and year first above written. In the event that it is impracticable to obtain the signature of any one or more of the Partners to this Agreement, this Agreement shall be binding among the other Partners executing the same.

GENERAL PARTNER:

BLACKSTONE REAL ESTATE ASSOCIATES EUROPE (DELAWARE) VI L.L.C.

By: Blackstone Holdings IV L.P.

By: Blackstone Holdings IV GP L.P., its General Partner

By: Blackstone Holdings IV GP Management L.L.C., its General Partner

By: /s/ John G. Finley

Name: John G. Finley

Title: Chief Legal Officer and Secretary

/s/ Sita Reyes

Witnessed by: Sita Reyes

[Signature Page to Amended and Restated Exempted Agreement of Limited Partnership Agreement of BREA Europe VI (Cayman) L.P.]



## LIMITED PARTNERS AND SPECIAL PARTNERS:

Limited Partners and Special Partners now and hereafter admitted pursuant to powers of attorney granted to Blackstone Real Estate Associates Europe (Delaware) VI L.L.C. pursuant to powers of attorney executed by such Limited Partners

BLACKSTONE REAL ESTATE ASSOCIATES EUROPE (DELAWARE) VI L.L.C.

By: Blackstone Holdings IV L.P.

By: Blackstone Holdings IV GP L.P., its General Partner

By: Blackstone Holdings IV GP Management L.L.C., its General Partner

By: /s/ John G. Finley

Name: John G. Finley

Title: Chief Legal Officer and Secretary

/s/ Sita Reyes

Witnessed by: Sita Reyes

[Signature Page to Amended and Restated Exempted Agreement of Limited Partnership Agreement of BREA Europe VI (Cayman) L.P.]



INITIAL LIMITED PARTNER:

MAPCAL LIMITED

As Initial Limited Partner, solely to reflect its Withdrawal from the Partnership

By: /s/ Stef Dimitriou

Name: Stef Dimitriou

Title: Authorised Signatory

/s/ Michelle Lockwood

Witnessed by: Michelle Lockwood

[Signature Page to Amended and Restated Exempted Agreement of Limited Partnership Agreement of BREA Europe VI (Cayman) L.P.]



# HIGHLY CONFIDENTIAL & TRADE SECRET

# BREA IX (DELAWARE) L.P.

# AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

DATED AS OF FEBRUARY 26, 2020

EFFECTIVE AS OF DECEMBER 21, 2018

THE LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) OF BREA IX (DELAWARE) L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECTED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



## TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1. Definitions
Section 1.2. Terms Generally
17
ARTICLE II GENERAL PROVISIONS
Section 2.1. General Partner, Limited Partner, Special Partner
Section 2.2. Formation; Name; Foreign Jurisdictions
Section 2.3. Term
Section 2.4. Purposes; Powers
Section 2.5. Place of Business
Section 2.6. Withdrawal of Initial Limited Partner
17
ARTICLE III MANAGEMENT
Section 3.1. General Partner
Section 3.2. Partner Voting, etc.
Section 3.3. Management
Section 3.4. Responsibilities of Partners
Section 3.5. Exculpation and Indemnification
Section 3.6. Representations of Partners
Section 3.7. Tax Representation and Further Assurances
21
ARTICLE IV CAPITAL OF THE PARTNERSHIP
Section 4.1. Capital Contributions by Partners
Section 4.2. Interest
Section 4.3. Withdrawals of Capital
29
ARTICLE V PARTICIPATION IN PROFITS AND LOSSES
Section 5.1. General Accounting Matters
Section 5.2. GP-Related Capital Accounts
Section 5.3. GP-Related Profit Sharing Percentages
Section 5.4. Allocations of GP-Related Net Income (Loss)
Section 5.5. Liability of Partners
Section 5.6. [Intentionally omitted.]
Section 5.7. Repurchase Rights, etc.
Section 5.8. Distributions
Section 5.9. Business Expenses
Section 5.10. Tax Capital Accounts; Tax Allocations
37
ARTICLE VI ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS; SATISFACTION AND DISCHARGE OF PARTNERSHIP INTERESTS; TERMINATION
Section 6.1. Additional Partners
Section 6.2. Withdrawal of Partners
Section 6.3. GP-Related Partner Interests Not Transferable
50
50
51
52



## TABLE OF CONTENTS
(continued)

Section 6.4. Consequences upon Withdrawal of a Partner 53
Section 6.5. Satisfaction and Discharge of a Withdrawn Partner's GP-Related Partner Interests 53
Section 6.6. Dissolution of the Partnership 59
Section 6.7. Certain Tax Matters 59
Section 6.8. Special Basis Adjustments 60
ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS 61
Section 7.1. Capital Commitment Interests, etc. 61
Section 7.2. Capital Commitment Capital Accounts 62
Section 7.3. Allocations 62
Section 7.4. Distributions 63
Section 7.5. Valuations 67
Section 7.6. Disposition Election 68
Section 7.7. Capital Commitment Special Distribution Election 68
ARTICLE VIII WITHDRAWAL, ADMISSION OF NEW PARTNERS 68
Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests 68
Section 8.2. Transfer of Partner's Capital Commitment Interest 74
Section 8.3. Compliance with Law 74
ARTICLE IX DISSOLUTION 75
Section 9.1. Dissolution 75
Section 9.2. Final Distribution 75
Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests 75
ARTICLE X MISCELLANEOUS 76
Section 10.1. Submission to Jurisdiction; Waiver of Jury Trial 76
Section 10.2. Ownership and Use of the Blackstone Name 77
Section 10.3. Written Consent 78
Section 10.4. Letter Agreements; Schedules 78
Section 10.5. Governing Law; Separability of Provisions 78
Section 10.6. Successors and Assigns; Third Party Beneficiaries 78
Section 10.7. Confidentiality 79
Section 10.8. Notices 80
Section 10.9. Counterparts 80
Section 10.10. Power of Attorney 80
Section 10.11. Partner's Will 80
Section 10.12. Cumulative Remedies 81
Section 10.13. Legal Fees 81
Section 10.14. Entire Agreement; Modifications 81



## BREA IX (DELAWARE) L.P.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BREA IX (Delaware) L.P., a Delaware limited partnership (the "Partnership"), dated as of February 26, 2020, and effective as of December 21, 2018, by and among BREA IX L.L.C., a Delaware limited liability company, as general partner of the Partnership (in its capacity as general partner of the Partnership (the "General Partner"), Patrick Kassen, as initial limited partner (the "Initial Limited Partner"), the limited partners listed as Limited Partners in the books and records of the Partnership), and such other persons that are admitted to the Partnership as partners after the date hereof in accordance herewith.

## WITNESSETH

WHEREAS, the Partnership was formed pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time (the "Partnership Act"), pursuant to a certificate of limited partnership filed in the office of the Secretary of State of the State of Delaware on June 26, 2018;

WHEREAS, the General Partner and the Initial Limited Partner entered into a Limited Partnership Agreement dated as of June 26, 2018 (the "Original Agreement"); and

WHEREAS, the parties hereto desire to enter into this Amended and Restated Limited Partnership Agreement, and hereby amend and restate the Original Agreement in its entirety and reflect the withdrawal of the Initial Limited Partner, in each case effective on December 21, 2018;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree that the Original Agreement shall be amended and restated in its entirety as follows:

## ARTICLE I

## DEFINITIONS

Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Adjustment Amount” has the meaning set forth in Section 8.1(b)(ii).

“Advancing Party” has the meaning set forth in Section 7.1(c).

“Affiliate” when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty and as the context requires, endowment funds, estate planning vehicles (including any trusts, family members, family investment vehicles, descendant, trusts and other related persons and entities), charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees and/or related persons.



“Agreement” means this Amended and Restated Limited Partnership Agreement, as it may be further amended, supplemented, restated or otherwise modified from time to time.

“Applicable Collateral Percentage” with respect to any Firm Collateral or Special Firm Collateral, has the meaning set forth in the books and records of the Partnership with respect thereto.

“Associates IX” means Blackstone Real Estate Associates IX L.P., a Delaware limited partnership and the general partner of BREP IX, or any other entity that serves as the general partner, special general partner or managing member of a vehicle indicated in the definition of BREP IX.

“Associates IX LP Agreement” means the limited partnership agreement, dated as of the date set forth therein, of Associates IX, as it may be amended, supplemented, restated or otherwise modified from time to time.

“Bankruptcy” means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his or her assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his or her inability to pay his or her debts as they become due; (iii) the failure of such person to pay his or her debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his or her consenting to, or defaulting in answering, a Bankruptcy petition filed against him or her in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his or her assets and the continuance of such order, judgment or decree unstated and in effect for a period of 60 consecutive days.

“BE Agreement” means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity referred to in the definition of “Blackstone Entity,” as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time.



“BE Investment” means any direct or indirect investment by any Blackstone Entity.

“Blackstone” means, collectively, The Blackstone Group Inc., a Delaware corporation, and any successor thereto, and any Affiliate thereof (excluding any natural persons and any portfolio companies, investments or similar entities of any Blackstone-sponsored fund (or any affiliate thereof that is not otherwise an Affiliate of The Blackstone Group Inc.)).

“Blackstone Capital Commitment” has the meaning set forth in the BREP IX Partnership Agreement.

“Blackstone Entity” means any partnership, limited liability company or other entity (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund) that is an Affiliate of The Blackstone Group Inc., as designated by the General Partner in its sole discretion.

“BREP IX” means (i) Blackstone Real Estate Partners IX L.P., Blackstone Real Estate Partners IX.TE.1 L.P., Blackstone Real Estate Partners IX.TE.2 L.P., Blackstone Real Estate Partners IX.TE.3 L.P. and Blackstone Real Estate Partners IX.F L.P., each a Delaware limited partnership, Blackstone Real Estate Partners IX (Ontario) L.P., an Ontario limited partnership and Blackstone Real Estate Partners IX (Lux) SCSp, a Luxembourg special limited partnership (société en commandite spéciale) established under the laws of the Grand Duchy of Luxembourg, (ii) any other Alternative Vehicles, Parallel Funds or other Supplemental Capital Vehicles (each as defined in the respective partnership agreements for the partnerships referred to in clause (i) of this definition), (iii) any other investment vehicle established pursuant to Article II of the respective partnership agreements for any of the partnerships referred to in clause (i) of this definition, and (iv) any other limited partnership, limited liability company or other entity (in each case, whether now or hereafter established) of which Associates IX or the Partnership serves, directly or indirectly, as the general partner, special general partner, manager, managing member or in a similar capacity.

“BREP IX Agreements” is the collective reference to the BREP IX Partnership Agreement and any governing agreement of any of the partnerships or other entities referred to in clauses (ii), (iii) or (iv) of the definition of “BREP IX.”

“BREP IX Partnership Agreement” means the partnership agreements of the limited partners named in clause (i) of the definition of “BREP IX,” as they may be amended, supplemented, restated or otherwise modified from time to time.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York, New York.

“Capital Commitment Associates IX Partner Interest” means the interest of the Partnership, if any, as a limited partner of Associates IX with respect to any Capital Commitment BREP IX Interest that may be held by Associates IX.



“Capital Commitment BREP IX Commitment” means the Capital Commitment (as defined in the BREP IX Partnership Agreement), if any, of the Partnership or Associates IX to BREP IX that relates solely to the Capital Commitment BREP IX Interest, if any.

“Capital Commitment BREP IX Interest” means the Interest (as defined in the BREP IX Partnership Agreement), if any, of the Partnership or Associates IX as a capital partner in BREP IX.

“Capital Commitment BREP IX Investment” means the Partnership’s interest in a specific investment of BREP IX, which interest may be held by the Partnership (i) through the Partnership’s direct interest in BREP IX through the Partnership’s Capital Commitment BREP IX Interest, if the Partnership holds the Capital Commitment BREP IX Interest, or (ii) through the Partnership’s interest in Associates IX and Associates IX’s interest in BREP IX through Associates IX’s Capital Commitment BREP IX Interest, if Associates IX holds the Capital Commitment BREP IX Interest.

“Capital Commitment Capital Account” means, with respect to each Capital Commitment Investment for each Partner, the account maintained for such Partner to which are credited such Partner’s contributions to the Partnership with respect to such Capital Commitment Investment and any net income allocated to such Partner pursuant to Section 7.3 with respect to such Capital Commitment Investment and from which are debited any distributions with respect to such Capital Commitment Investment to such Partner and any net losses allocated to such Partner with respect to such Capital Commitment Investment pursuant to Section 7.3. In the case of any such distribution in kind, the Capital Commitment Capital Accounts for the related Capital Commitment Investment shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash, and any resulting gain or loss on such sale shall be allocated to the Partners participating in such Capital Commitment Investment pursuant to Section 7.3.

“Capital Commitment Class A Interest” has the meaning set forth in Section 7.4(f).

“Capital Commitment Class B Interest” has the meaning set forth in Section 7.4(f).

“Capital Commitment Defaulting Party” has the meaning set forth in Section 7.4(g)(ii)(A).

“Capital Commitment Deficiency Contribution” has the meaning set forth in Section 7.4(g)(ii)(A).

“Capital Commitment Disposable Investment” has the meaning set forth in Section 7.4(f).



“Capital Commitment Distributions” means, with respect to each Capital Commitment Investment, all amounts of distributions received by the Partnership with respect to such Capital Commitment Investment solely in respect of the Capital Commitment BREP IX Interest, if any, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of such Capital Commitment Investment as it may determine in good faith is appropriate.

“Capital Commitment Giveback Amount” has the meaning set forth in Section 7.4(g)(i).

“Capital Commitment Interest” means the interest of a Partner in a specific Capital Commitment Investment as provided herein.

“Capital Commitment Investment” means any Capital Commitment BREP IX Investment, but shall exclude any GP-Related Investment.

“Capital Commitment Liquidating Share” means, with respect to each Capital Commitment Investment, in the case of dissolution of the Partnership, the related Capital Commitment Capital Account of a Partner (less amounts reserved in accordance with Section 9.3) immediately prior to dissolution.

“Capital Commitment Net Income (Loss)” means, with respect to each Capital Commitment Investment, all amounts of income received by the Partnership with respect to such Capital Commitment Investment, including without limitation gain or loss in respect of the disposition, in whole or in part, of such Capital Commitment Investment, less any costs, fees and expenses of the Partnership allocated thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership anticipated to be allocated thereto.

“Capital Commitment Partner Carried Interest” means, with respect to any Partner, the aggregate amount of distributions or payments received by such Partner (in any capacity) from Affiliates of the Partnership in respect of or relating to “carried interest.” Capital Commitment Partner Carried Interest includes any amount initially received by an Affiliate of the Partnership from any fund (including BREP IX, any similar funds formed after the date hereof, and any Other Blackstone Funds (as defined in the BREP IX Partnership Agreement), whether or not in existence as of the date hereof) to which such Affiliate serves as general partner (or in another similar capacity) that exceeds such Affiliate’s pro rata share of distributions from such fund based upon capital contributions thereto (or the capital contributions to make the investment of such fund giving rise to such “carried interest”).

“Capital Commitment Partner Interest” means a Partner’s interest in the Partnership which relates (i) to any Capital Commitment BREP IX Interest held by the Partnership or (ii) through the Partnership and Associates IX, to any Capital Commitment BREP IX Interest that may be held by Associates IX.

“Capital Commitment Profit Sharing Percentage” means, with respect to each Capital Commitment Investment, the percentage interest of a Partner in Capital Commitment Net Income (Loss) from such Capital Commitment Investment set forth in the books and records of the Partnership.



“Capital Commitment Recontribution Amount” has the meaning set forth in Section 7.4(g)(i).

“Capital Commitment-Related Capital Contributions” has the meaning set forth in Section 7.1(b).

“Capital Commitment-Related Commitment” means, with respect to any Partner, such Partner’s commitment to the Partnership relating to such Partner’s Capital Commitment Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

“Capital Commitment Special Distribution” has the meaning set forth in Section 7.7(a).

“Capital Commitment Value” has the meaning set forth in Section 7.5.

“Carried Interest” means (i) “Carried Interest Distributions” as defined in the BREP IX Partnership Agreement, and (ii) any other carried interest distribution to a Fund GP pursuant to any BREP IX Agreement. In the case of each of (i) and (ii) above, except as determined by the General Partner, the amount shall not be less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto (in each case which the General Partner may allocate among all or any portion of the GP-Related Investments as it determines in good faith is appropriate).

“Carried Interest Give Back Percentage” means, for any Partner or Withdrawn Partner, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Partner or Withdrawn Partner from the Partnership or any Other Fund GPs or their Affiliates in respect of Carried Interest by (B) the aggregate amount of distributions made to all Partners, Withdrawn Partners or any other person by the Partnership or any Other Fund GP or any of their Affiliates (in any capacity) in respect of Carried Interest. For purposes of determining any “Carried Interest Give Back Percentage” hereunder, all Trust Amounts contributed to the Trust by the Partnership or any Other Fund GPs on behalf of a Partner or Withdrawn Partner (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Partners and Withdrawn Partners as members, partners or other equity interest owners of the Partnership or any of the Other Fund GPs or their Affiliates.

“Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

“Cause” means the occurrence or existence of any of the following with respect to any Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by any Partner of any provision of any non-



competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partner that are established by the General Partner, (y) such Partner's deliberate failure to perform his or her duties to the Partnership or any of its Affiliates, or (z) such Partner's committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership or any of its Affiliates in a material way as determined by the General Partner; provided, that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a "Notice of Breach") within 15 days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform or conduct or behavior within 15 days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional 15 days, as shall be reasonably required for such cure; provided, that such Partner is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or any of its Affiliates; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony (under U.S. law or its equivalent in any jurisdiction) or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Partner's ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the business of the Partnership and its Affiliates or (B) the business of the Partnership and its Affiliates or (iv) becoming subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D under the Securities Act.

“Clawback Adjustment Amount” has the meaning set forth in Section 5.8(e)(ii)(C).

“Clawback Amount” means the “Clawback Amount” and the “Interim Clawback Amount”, each as defined in the BREP IX Partnership Agreement, and any other clawback amount payable to the limited partners of BREP IX or to BREP IX pursuant to any BREP IX Agreement, as applicable.

“Clawback Provisions” means paragraphs 4.2.9 and 9.2.8 of the BREP IX Partnership Agreement and any other similar provisions in any other BREP IX Agreement existing heretofore or hereafter entered into.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code means, where appropriate, the corresponding provision in any successor statute.

“Commitment Agreements” means the agreements between the Partnership or an Affiliate thereof and Partners, pursuant to which each Partner undertakes certain obligations, including the obligation to make capital contributions pursuant to Section 4.1 and/or Section 7.1. Each Commitment Agreement is hereby incorporated by reference as between the Partnership and the relevant Partner.



“Contingent” means subject to repurchase rights and/or other requirements.

The term “control” when used with reference to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock or other equity interest ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock or other equity interest ownership, agency or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Controlled Entity” when used with reference to another person means any person controlled by such other person.

“Covered Person” has the meaning set forth in Section 3.5(a).

“Deceased Partner” means any Partner or Withdrawn Partner who has died or who suffers from Incompetence. For purposes hereof, references to a Deceased Partner shall refer collectively to the Deceased Partner and the estate and heirs or legal representative of such Deceased Partner, as the case may be, that have received such Deceased Partner’s interest in the Partnership.

“Default Interest Rate” means the lower of (i) the sum of (a) the Prime Rate and (b) 5%, or (ii) the highest rate of interest permitted under applicable law.

“Delaware Arbitration Act” has the meaning set forth in Section 10.1(d).

“Estate Planning Vehicle” has the meaning set forth in Section 6.3(a).

“Excess Holdback” has the meaning set forth in Section 4.1(d)(v)(A).

“Excess Holdback Percentage” has the meaning set forth in Section 4.1(d)(v)(A).

“Excess Tax-Related Amount” has the meaning set forth in Section 5.8(e).

“Existing Partner” means any Partner who is neither a Retaining Withdrawn Partner nor a Deceased Partner.

“Final Event” means the death, Total Disability, Incompetence, Bankruptcy, liquidation, dissolution or Withdrawal from the Partnership of any person who is a Partner.

“Firm Advances” has the meaning set forth in Section 7.1(c).



“Firm Collateral” means a Partner’s or Withdrawn Partner’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Partnership, and certain other assets of such Partner or Withdrawn Partner, in each case that has been pledged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Partner or Withdrawn Partner as more fully described in the Partnership’s books and records; provided, that for all purposes hereof (and any other agreement (e.g., the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).

“Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(v)(B).

“Fiscal Year” means a calendar year, or any other period chosen by the General Partner.

“Fund GP” means the Partnership (only with respect to the GP-Related BREP IX Interest) and the Other Fund GPs.

“GAAP” means U.S. generally accepted accounting principles.

“General Partner” means BREA IX L.L.C. and any person admitted to the Partnership as an additional or substitute general partner of the Partnership in accordance with the provisions of this Agreement (until such time as such person ceases to be a general partner of the Partnership as provided herein or in the Partnership Act).

“Giveback Amount(s)” means the amount(s) payable by partners of BREP IX pursuant to the Giveback Provisions.

“Giveback Provisions” means paragraph 3.4.3 of the BREP IX Partnership Agreement and any other similar provisions in any other BREP IX Agreement existing heretofore or hereafter entered into.

“Governmental Entity” has the meaning set forth in Section 10.7(b).

“GP-Related Associates IX Interest” means the interest of the Partnership as a limited partner of Associates IX with respect to the GP-Related BREP IX Interest, but does not include any interest of the Partnership in Associates IX with respect to any Capital Commitment BREP IX Interest that may be held by Associates IX.

“GP-Related BREP IX Interest” means the interest of Associates IX in BREP IX as general partner of BREP IX, excluding any Capital Commitment BREP IX Interest that may be held by Associates IX.

“GP-Related BREP IX Investment” means the Partnership’s indirect interest in Associates IX’s indirect interest in an Investment (for purposes of this definition, as defined in the BREP IX Partnership Agreement) in Associates IX’s capacity as general partner and/or special general partner of BREP IX, but does not include any Capital Commitment Investment.



“GP-Related Capital Account” has the meaning set forth in Section 5.2(a).

“GP-Related Capital Contributions” has the meaning set forth in Section 4.1(a).

“GP-Related Class A Interest” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Class B Interest” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Commitment”, with respect to any Partner, means such Partner’s commitment to the Partnership relating to such Partner’s GP-Related Partner Interest, as set forth in the books and records of the Partnership, including, without limitation, any such commitment that may be set forth in such Partner’s Commitment Agreement or SMD Agreement, if any.

“GP-Related Defaulting Party” has the meaning set forth in Section 5.8(d)(ii)(A).

“GP-Related Deficiency Contribution” has the meaning set forth in Section 5.8(d)(ii)(A).

“GP-Related Disposable Investment” has the meaning set forth in Section 5.8(a)(ii).

“GP-Related Giveback Amount” has the meaning set forth in Section 5.8(d)(i)(A).

“GP-Related Investment” means any investment (direct or indirect) of the Partnership in respect of the GP-Related BREP IX Interest (including, without limitation, any GP-Related BREP IX Investment, but excluding any Capital Commitment Investment).

“GP-Related Net Income (Loss)” has the meaning set forth in Section 5.1(b).

“GP-Related Partner Interest” of a Partner means all interests of such Partner in the Partnership (other than such Partner’s Capital Commitment Partner Interest), including, without limitation, such Partner’s interest in the Partnership with respect to the GP-Related BREP IX Interest and with respect to all GP-Related Investments.

“GP-Related Profit Sharing Percentage” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Partner; provided, that any references in this Agreement to GP-Related Profit Sharing Percentages made (i) in connection with voting or voting rights or (ii) GP-Related Capital Contributions with respect to GP-Related Investments (including Section 5.3(b)) means the “Non-Carried Interest Sharing Percentage” of each Partner; provided further, that the term “GP-Related Profit Sharing Percentage” shall not include any Capital Commitment Profit Sharing Percentage.

“GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).



“GP-Related Required Amounts” has the meaning set forth in Section 4.1(a).

“GP-Related Unallocated Percentage” has the meaning set forth in Section 5.3(b).

“GP-Related Unrealized Net Income (Loss)” attributable to any GP-Related BREP IX Investment as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related BREP IX Investment if BREP IX’s entire portfolio of investments were sold on such date for cash in an amount equal to their aggregate value on such date (determined in accordance with Section 5.1(e)) and all distributions payable by BREP IX to the Partnership (indirectly through the general partner of BREP IX) pursuant to any BREP IX Partnership Agreement with respect to such GP-Related BREP IX Investment were made on such date. “GP-Related Unrealized Net Income (Loss)” attributable to any other GP-Related Investment (other than any Capital Commitment Investment) as of any date means the GP-Related Net Income (Loss) that would be realized by the Partnership with respect to such GP-Related Investment if such GP-Related Investment were sold on such date for cash in an amount equal to its value on such date (determined in accordance with Section 5.1(e)).

“Holdback” has the meaning set forth in Section 4.1(d)(i).

“Holdback Percentage” has the meaning set forth in Section 4.1(d)(i).

“Holdback Vote” has the meaning set forth in Section 4.1(d)(iv)(A).

“Holdings” means Blackstone Holdings II L.P., a Delaware limited partnership.

“Incompetence” means, with respect to any Partner, the determination by the General Partner in its sole discretion, after consultation with a qualified medical doctor, that such Partner is incompetent to manage his or her person or his or her property.

“Initial Holdback Percentages” has the meaning set forth in Section 4.1(d)(i).

“Initial Limited Partner” has the meaning set forth in the preamble hereto.

“Interest” means a partnership interest (as defined in §17-101(13) of the Partnership Act) in the Partnership, including any interest that is held by a Retaining Withdrawn Partner and including any Partner’s GP-Related Partner Interest and Capital Commitment Partner Interest.

“Investment” means any investment (direct or indirect) of the Partnership designated by the General Partner from time to time as an investment in which the Partners’ respective interests shall be established and accounted for on a basis separate from the Partnership’s other businesses, activities and investments, including (a) GP-Related Investments, and (b) Capital Commitment Investments.



“Investor Note” means a promissory note of a Partner evidencing indebtedness incurred by such Partner to purchase a Capital Commitment Interest, the terms of which were or are approved by the General Partner and which is secured by such Capital Commitment Interest, all other Capital Commitment Interests of such Partner and all other interests of such Partner in Blackstone Entities; provided, that such promissory note may also evidence indebtedness relating to other interests of such Partner in Blackstone Entities, and such indebtedness shall be prepayable with Capital Commitment Net Income (whether or not such indebtedness relates to Capital Commitment Investments) as set forth in this Agreement, the Investor Note, the other BE Agreements and any documentation relating to Other Sources; provided further, that references to “Investor Notes” herein refer to multiple loans made pursuant to such note, whether made with respect to Capital Commitment Investments or other BE Investments, and references to an “Investor Note” refer to one such loan as the context requires. In no way shall any indebtedness incurred to acquire Capital Commitment Interests or other interests in Blackstone Entities be considered part of the Investor Notes for purposes hereof if the Lender or Guarantor is not the lender or guarantor with respect thereto.

“Investor Special Partner” means any Special Partner so designated at the time of its admission by the General Partner as a Partner of the Partnership.

“Issuer” means the issuer of any Security comprising part of an Investment.

“L/C” has the meaning set forth in Section 4.1(d)(vi).

“L/C Partner” has the meaning set forth in Section 4.1(d)(vi).

“Lender or Guarantor” means Blackstone Holdings I L.P., in its capacity as lender or guarantor under the Investor Notes, or any other Affiliate of the Partnership that makes or guarantees loans to enable a Partner to acquire Capital Commitment Interests or other interests in Blackstone Entities.

“Limited Partner” means each of the parties listed as Limited Partners in the books and records of the Partnership or any person that has been admitted to the Partnership as a substituted or additional Limited Partner in accordance with the terms of this Agreement, each in its capacity as a limited partner of the Partnership. For the avoidance of doubt, the term “Limited Partner” does not include the General Partner or any Special Partners (notwithstanding the fact that Special Partners are limited partners of the Partnership).

“Loss Amount” has the meaning set forth in Section 5.8(e)(i)(A).

“Loss Investment” has the meaning set forth in Section 5.8(e).

“Losses” has the meaning set forth in Section 3.5(b)(i).

“Majority in Interest of the Partners” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the General Partner as of which the Partners’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Partners (including the General Partner but excluding Nonvoting Special Partners) on the vote date.



“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Net Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(C).

“Net Carried Interest Distribution Recontribution Amount” has the meaning set forth in Section 5.8(e).

“Net GP-Related Recontribution Amount” has the meaning set forth in Section 5.8(d)(i)(A).

“Non-Carried Interest” means, with respect to each GP-Related Investment, all amounts of distributions, other than Carried Interest and other than Capital Commitment Distributions, received by the Partnership with respect to such GP-Related Investment, less any costs, fees and expenses of the Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto, in each case which the General Partner may allocate to all or any portion of the GP-Related Investments as it may determine in good faith is appropriate.

“Non-Carried Interest Sharing Percentage” means, with respect to each GP-Related Investment, the percentage interest of a Partner in Non-Carried Interest from such GP-Related Investment set forth in the books and records of the Partnership.

“Non-Contingent” means generally not subject to repurchase rights or other requirements.

“Nonvoting Partner” has the meaning set forth in Section 8.2.

“Nonvoting Special Partner” has the meaning set forth in Section 6.1(a).

“Original Agreement” has the meaning set forth in the recitals.

“Other Fund GPs” means Associates IX and any other entity (other than the Partnership) through which any Partner, Withdrawn Partner or any other person directly receives any amounts of Carried Interest, and any successor thereto; provided, that this includes any other entity which has in its organizational documents a provision which indicates that it is a “Fund GP” or an “Other Fund GP”; provided further, that notwithstanding any of the foregoing, neither BREA IX L.L.C. nor Holdings nor any Estate Planning Vehicle established for the benefit of family members of any Partner or of any member or partner of any Other Fund GP shall be considered an “Other Fund GP” for purposes hereof.



“Other Sources” means (i) distributions or payments of Capital Commitment Partner Carried Interest (which shall include amounts of Capital Commitment Partner Carried Interest which are not distributed or paid to a Partner but are instead contributed to a trust (or similar arrangement) to satisfy any “holdback” obligation with respect thereto), and (ii) distributions from Blackstone Entities (other than the Partnership) to such Partner.

“Parallel Fund” means any additional collective investment vehicle (or other similar arrangement) formed pursuant to paragraph 2.8 of the BREP IX Partnership Agreement.

“Partner” means any person who is a partner of the Partnership, including the Limited Partners, the General Partner and the Special Partners. Except as otherwise specifically provided herein, no group of Partners, including the Special Partners and any group of Partners in the same Partner Category, shall have any right to vote as a class on any matter relating to the Partnership, including, but not limited to, any merger, reorganization, dissolution or liquidation.

“Partner Category” means the General Partner, Existing Partners, Retaining Withdrawn Partners or Deceased Partners, each referred to as a group for purposes hereof.

“Partnership” has the meaning set forth in the preamble hereto.

“Partnership Act” has the meaning set forth in the preamble hereto.

“Partnership Affiliate” has the meaning set forth in Section 3.3(b).

“Partnership Affiliate Governing Agreement” has the meaning set forth in Section 3.3(b).

“Pledgable Blackstone Interests” has the meaning set forth in Section 4.1(d)(v)(A).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate.

“Qualifying Fund” means any fund designated by the General Partner as a “Qualifying Fund”.

“Repurchase Period” has the meaning set forth in Section 5.8(c).

“Required Rating” has the meaning set forth in Section 4.1(d)(vi).

“Retained Portion” has the meaning set forth in Section 7.6(a).

“Retaining Withdrawn Partner” means a Withdrawn Partner who has retained a GP-Related Partner Interest, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Partner shall be considered a Nonvoting Special Partner for all purposes hereof.



“Securities” means any debt or equity securities of an Issuer and its subsidiaries and other Controlled Entities constituting part of an Investment, including without limitation common and preferred stock, interests in limited partnerships and interests in limited liability companies (including warrants, rights, put and call options and other options relating thereto or any combination thereof), notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, choses in action, other property or interests commonly regarded as securities, interests in real property, whether improved or unimproved, interests in oil and gas properties and mineral properties, short-term investments commonly regarded as money-market investments, bank deposits and interests in personal property of all kinds, whether tangible or intangible.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute.

“Settlement Date” has the meaning set forth in Section 6.5(a).

“SMD Agreements” means the agreements between the Partnership and/or one or more of its Affiliates and certain of the Partners, pursuant to which each such Partner undertakes certain obligations with respect to the Partnership and/or its Affiliates. The SMD Agreements are hereby incorporated by reference as between the Partnership and the relevant Partner.

“Special Firm Collateral” means interests in a Qualifying Fund or other assets that have been pledged to the Trustee(s) to satisfy all or any portion of a Partner’s or Withdrawn Partner’s Holdback obligation (excluding any Excess Holdback) as more fully described in the Partnership’s books and records.

“Special Firm Collateral Realization” has the meaning set forth in Section 4.1(d)(viii)(B).

“Special Partner” means any person shown in the books and records of the Partnership as a Special Partner of the Partnership, including any Nonvoting Special Partner and any Investor Special Partner.

“S&P” means Standard & Poor’s Ratings Group, and any successor thereto.

“Subject Investment” has the meaning set forth in Section 5.8(e)(i).

“Subject Partner” has the meaning set forth in Section 4.1(d)(iv)(A).

“Successor in Interest” means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.



“Tax Advances” has the meaning set forth in Section 6.7(d).

“Tax Matters Partner” has the meaning set forth in Section 6.7(b).

“TM” has the meaning set forth in Section 10.2.

“Total Disability” means the inability of a Limited Partner substantially to perform the services required of such Limited Partner (in its capacity as such or in any other capacity with respect to any Affiliate of the Partnership) for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

“Transfer” has the meaning set forth in Section 8.2.

“Trust Account” has the meaning set forth in the Trust Agreement.

“Trust Agreement” means the Trust Agreement, dated as of the date set forth therein, as amended, supplemented, restated or otherwise modified from time to time, among the Partners, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

“Trust Amount” has the meaning set forth in the Trust Agreement.

“Trust Income” has the meaning set forth in the Trust Agreement.

“Trustee(s)” has the meaning set forth in the Trust Agreement.

“Unadjusted Carried Interest Distribution” has the meaning set forth in Section 5.8(e)(i)(B).

“Unallocated Capital Commitment Interests” has the meaning set forth in Section 8.1(f).

“U.S.” means the United States of America.

“Withdraw” or “Withdrawal” means, with respect to a Partner, such Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) for any reason (including death, disability, removal, resignation or retirement, whether such is voluntary or involuntary), unless the context shall limit the type of withdrawal to a specific reason, and “Withdrawn” with respect to a Partner means, as aforesaid, such Partner ceasing to be a partner of the Partnership.

“Withdrawal Date” means the date of the Withdrawal from the Partnership of a Withdrawn Partner.



“Withdrawn Partner” means a Limited Partner whose GP-Related Partner Interest or Capital Commitment Partner Interest in the Partnership has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Partner.

“W-8BEN” has the meaning set forth in Section 3.7.

“W-8BEN-E” has the meaning set forth in Section 3.7.

“W-8IMY” has the meaning set forth in Section 3.7.

“W-9” has the meaning set forth in Section 3.7.

Section 1.2. Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

## ARTICLE II

## GENERAL PROVISIONS

Section 2.1. General Partner, Limited Partner, Special Partner. The Partners may be General Partners, Limited Partners or Special Partners. The General Partner as of the date hereof is BREA IX L.L.C. and the Limited Partners as of the date hereof are those persons shown as Limited Partners in the books and records of the Partnership and the Special Partners as of the date hereof are those persons shown as Special Partners in the books and records of the Partnership as of the date hereof. The books and records of the Partnership contain the GP-Related Profit Sharing Percentage and GP-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the GP-Related Investments of the Partnership as of the date hereof. The books and records of the Partnership contain the Capital Commitment Profit Sharing Percentage and Capital Commitment-Related Commitment of each Partner (including, without limitation, the General Partner) with respect to the Capital Commitment Investments of the Partnership as of the date hereof. The books and records of the Partnership shall be amended by the General Partner from time to time to reflect additional GP-Related Investments, additional Capital Commitment Investments, dispositions by the Partnership of GP-Related Investments, dispositions by the Partnership of Capital Commitment Investments, the GP-Related Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified from time to time, the Capital Commitment Profit Sharing Percentages of the Partners (including, without limitation, the General Partner), as modified to time to time, the admission of additional Partners, the Withdrawal of Partners and the transfer or assignment of interests in the Partnership pursuant to the terms of this Agreement.



At the time of admission of each additional Partner, the General Partner shall determine in its sole discretion the GP-Related Investments and Capital Commitment Investments in which such Partner shall participate and such Partner's GP-Related Commitment, Capital Commitment-Related Commitment, GP-Related Profit Sharing Percentage with respect to each such GP-Related Investment and Capital Commitment Profit Sharing Percentage with respect to each such Capital Commitment Investment. Each Partner may have a GP-Related Partner Interest and/or a Capital Commitment Partner Interest.

Section 2.2. Formation; Name; Foreign Jurisdictions. The Partnership is hereby continued as a limited partnership pursuant to the Partnership Act and shall conduct its activities on and after the date hereof under the name of BREA IX (Delaware) L.P. The certificate of limited partnership of the Partnership may be amended and/or restated from time to time by the General Partner, as an “authorized person” (within the meaning of the Partnership Act). The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.3. Term. The term of the Partnership shall continue until December 31, 2069, unless earlier dissolved and its affairs wound up in accordance with this Agreement and the Partnership Act.

Section 2.4. Purposes; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:

(i) to serve as a limited partner or general partner of Associates IX and perform the functions of a limited partner, special general partner or general partner of Associates IX specified in the Associates IX LP Agreement and, if applicable, the BREP IX Agreements;

(ii) if applicable, to serve as, and hold the Capital Commitment BREP IX Interest as, a capital partner (and, if applicable, a limited partner, special general partner and/or a general partner) of BREP IX and perform the functions of a capital partner (and, if applicable, a limited partner, special general partner and/or a special partner) of BREP IX specified in the BREP IX Agreements;

(iii) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property directly or indirectly through Associates IX and/or BREP IX or otherwise;

(iv) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through Associates IX or another entity;

(v) to serve as a general partner or limited partner of BREP IX and/or other investment vehicles and perform the functions of a general partner or limited partner, member, shareholder or other equity interest owner specified in the respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership;



(vi) to serve as a member, shareholder or other equity interest owner of limited liability companies, other companies, corporations or other entities and perform the functions of a member, shareholder or other equity interest owner specified in the respective limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, company, corporation or other entity;

(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act, the Associates IX LP Agreement, the BREP IX Agreements, and any applicable partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (v) or (vi) above, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time;

(viii) any other lawful purpose; and

(ix) to do all things necessary, desirable, convenient or incidental thereto.

(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;

(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;

(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;

(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;



(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;

(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(ix) to open, maintain and close accounts, including margin accounts, with brokers;

(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(xiv) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and



(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.

Section 2.5. Place of Business. The Partnership shall maintain a registered office at c/o Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 210, Bellevue Park Corporate Center, Wilmington, Delaware 19809. The Partnership shall maintain an office and principal place of business at such place or places as the General Partner specifies from time to time and as set forth in the books and records of the Partnership. The name and address of the Partnership’s registered agent is Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 210, Bellevue Park Corporate Center, Wilmington, Delaware 19809. The General Partner may from time to time change the registered agent or office by an amendment to the certificate of limited partnership of the Partnership.

Section 2.6. Withdrawal of Initial Limited Partner. Upon the admission of one or more additional Limited Partners to the Partnership, the Initial Limited Partner shall (a) Withdraw as the Initial Limited Partner of the Partnership and (b) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership; provided, that the effective date of such Withdrawal shall be deemed as between the parties hereto to be December 21, 2018.

## ARTICLE III

## MANAGEMENT

Section 3.1. General Partner. (a) BREA IX L.L.C. is the “General Partner” as of the date hereof. The General Partner shall cease to be the General Partner only if (i) it Withdraws from the Partnership for any reason, (ii) it consents in its sole discretion to resign as the General Partner, or (iii) a Final Event with respect to it occurs. The General Partner may not be removed without its consent. There may be one or more General Partners. In the event that one or more other General Partners is admitted to the Partnership as such, all references herein to the “General Partner” in the singular form shall be deemed to also refer to such other General Partners as may be appropriate. The relative rights and responsibilities of the General Partners will be as agreed upon from time to time between them.

(b) Upon the Withdrawal from the Partnership or voluntary resignation of the last remaining General Partner, all of the powers formerly vested therein pursuant to this Agreement and the Partnership Act shall be exercised by a Majority in Interest of the Partners.

Section 3.2. Partner Voting, etc. (a) Except as otherwise expressly provided herein and except as may be expressly required by the Partnership Act, Partners (including Special Partners), other than the General Partner, as such shall have no right to, and shall not, take part in the management or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Partners of the applicable class herein.

(b) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Partner (or any Affiliate thereof) in such matter.



(c) Meetings of the Partners may be called only by the General Partner.

(d) Notwithstanding any other provision of this Agreement, any Limited Partner or Withdrawn Partner that fails to respond to a notice provided by the General Partner requesting the consent, approval or vote of such Limited Partner or Withdrawn Partner within 14 days after such notice is sent to such Limited Partner or Withdrawn Partner shall be deemed to have given its affirmative consent or approval thereto.

Section 3.3. Management. (a) The management, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including those enumerated in Section 2.4, on behalf and in the name of the Partnership. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in its sole discretion, subject only to the express terms and conditions of this Agreement.

(b) Notwithstanding any provision in this Agreement to the contrary, the Partnership is hereby authorized, without the need for any further act, vote or consent of any person (directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in the Partnership's capacity as a partner of Associates IX on Associates IX's own behalf or in Associates IX's capacity as general partner, special general partner, capital partner and/or limited partner of BREP IX or as a general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership's capacity as a capital partner of BREP IX or as general or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate (as hereinafter defined)): (i) to execute and deliver, and to perform the Partnership's obligations under the Associates IX LP Agreement, including, without limitation, serving as a limited partner or general partner of Associates IX, (ii) to execute and deliver, and to cause Associates IX to perform Associates IX's obligations under the BREP IX Agreements, including, without limitation, serving as a general partner or special general partner of BREP IX and, if applicable, a capital partner of BREP IX, (iii) if applicable, to execute and deliver, and to perform the Partnership's obligations under, the BREP IX Agreements, including, without limitation, serving as a capital partner of BREP IX, (iv) to execute and deliver, and to perform, or, if applicable, to cause Associates IX to perform, the Partnership's or Associates IX's obligations under, the governing agreement, as amended, supplemented, restated or otherwise modified (each a "Partnership Affiliate Governing Agreement"), of any other partnership, limited liability company, other company, corporation or other entity (each a "Partnership Affiliate") of which the Partnership or Associates IX is, or is to become, a general partner or limited partner, member, shareholder or other equity interest owner, including, without limitation, serving as a general partner, special general partner, or limited partner, member, shareholder or other equity interest owner of each Partnership Affiliate, and (v) to take any action, in the applicable capacity, contemplated by or arising out of this Agreement, the Associates IX LP Agreement, the BREP IX Agreements or each Partnership Affiliate Governing Agreement (and any amendment, supplement, restatement and/or other modification of any of the foregoing).



(c) The General Partner, and any other person designated by the General Partner, each acting individually, is hereby authorized and empowered, as an authorized person of the Partnership or the General Partner (within the meaning of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended, or otherwise) (the General Partner hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf, or in its capacity as a limited partner or general partner of Associates IX on Associates IX’s own behalf, or in Associates IX’s capacity as general partner, special partner, capital partner and/or limited partner of BREP IX or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership’s capacity as a capital partner of BREP IX or as a general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate), any of the following:

(A) any agreement, certificate, instrument or other document of the Partnership, Associates IX, BREP IX or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications thereof), including, without limitation, the following: (I) the Associates IX LP Agreement, the BREP IX Agreements and each Partnership Affiliate Governing Agreement, (II) subscription agreements and documents on behalf of BREP IX or Associates IX, (III) side letters issued in connection with investments in BREP IX and (IV) such other agreements, certificates, instruments and other documents as may be necessary or desirable in furtherance of the purposes of the Partnership, Associates IX, BREP IX or any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing referred to in (I) through (IV) above) and for the avoidance of doubt, this Agreement may be amended by the General Partner in its sole discretion;

(B) the certificates of formation, certificates of limited partnership and/or other organizational documents of the Partnership, Associates IX, BREP IX and any Partnership Affiliate (and any amendments, supplements, restatements and/or other modifications of any of the foregoing); and

(C) any other certificates, notices, applications and other documents (and any amendments, supplements, restatements and/or other modifications thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Partnership, Associates IX, BREP IX or any Partnership Affiliate to qualify to do business in a jurisdiction in which the Partnership, Associates IX, BREP IX or such Partnership Affiliate desires to do business;



(ii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Partnership, on its own behalf or in its capacity as a limited partner or general partner of Associates IX on Associates IX's own behalf or in Associates IX's capacity as general partner, special general partner, capital partner and/or limited partner of BREP IX, or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate or, if applicable, in the Partnership's capacity as a capital partner of BREP IX or as general partner or limited partner, member, shareholder or other equity interest owner of any Partnership Affiliate): (A) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership, Associates IX, BREP IX and/or any Partnership Affiliate, (B) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership, Associates IX, BREP IX or any Partnership Affiliate or any banking facilities or services that may be utilized by the Partnership, Associates IX, BREP IX or any Partnership Affiliate, and all checks, notes, drafts and other documents of the Partnership, Associates IX, BREP IX or any Partnership Affiliate that may be required in connection with any such bank account or banking facilities or services and (C) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(c), each acting individually, shall be deemed to have been duly adopted by the General Partner, the Partnership, Associates IX, BREP IX or any Partnership Affiliate, as applicable, for all purposes).

(d) The authority granted to any person (other than the General Partner) in Section 3.3(c) may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

## Section 3.4. Responsibilities of Partners.

(a) Unless otherwise determined by the General Partner in a particular case, each Limited Partner (other than a Special Partner) shall devote substantially all of his or her time and attention to the businesses of the Partnership and its Affiliates, and each Special Partner shall not be required to devote any time or attention to the businesses of the Partnership or its Affiliates.

(b) All outside business or investment activities of the Partners (including outside directorships or trusteeships) shall be subject to such rules and regulations as are established by the General Partner from time to time.

(c) The General Partner may from time to time establish such other rules and regulations applicable to Partners or other employees as the General Partner deems appropriate, including rules governing the authority of Partners or other employees to bind the Partnership to financial commitments or other obligations.



## Section 3.5. Exculpation and Indemnification.

(a) Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner's representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a "Covered Person" and collectively, the "Covered Persons") shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.

(b) Indemnification. (i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining capital commitments of the Partners)) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, for purposes of this Section 3.5(b), “Losses”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided, that a Covered Person shall not be entitled to indemnification under this Section 3.5(b) with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement; provided further, that if such Covered Person is a Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in



accordance with such Covered Person’s GP-Related Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section 3.5(b), and the Partnership and its Affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such Affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s Interests and remaining capital commitments, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section 3.5(b). The General Partner shall have the authority to enter into separate agreements with any Covered Person in order to give effect to the obligations to indemnify pursuant to this Section 3.5(b).

(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing BREP IX and/or a particular portfolio entity through which an Investment is indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first, out of proceeds available in respect of applicable insurance policies maintained by the applicable portfolio entity and/or BREP IX; second, by the applicable portfolio entity through which such investment is indirectly held; and third, by BREP IX and fourth by Associates IX (only to the extent the foregoing sources are exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from BREP IX and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any Affiliate thereof) pays or causes to be paid any amounts that should have been paid by Associates IX, BREP IX and/or the applicable portfolio entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Partners that the Partnership shall have a subrogation claim against Associates IX and/or BREP IX and/or such portfolio entity in respect of such advancement or payments. The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of The Blackstone Group Inc. or any of its Affiliates, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.



Section 3.6. Representations of Partners. (a) Each Limited Partner and Special Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Partnership Act) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Partner is acquiring each of such Partner's Interests for such Partner's own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Partner hereunder; provided, that a Partner may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment. Each Limited Partner and Special Partner represents that such Partner's overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner's net worth and the Partner has no need for liquidity in the Partner's investment in Interests. Each Limited Partner and Special Partner represents that to the full satisfaction of the Partner, the Partner has been furnished any materials that such Partner has requested relating to the Partnership, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Limited Partner and Special Partner represents that the Partner has consulted to the extent deemed appropriate by the Partner with the Partner's own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Partner.

(b) Each Limited Partner and Special Partner agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Partner (1) makes a capital contribution to the Partnership (whether as a result of Firm Advances made to such Partner or otherwise) with respect to any Investment, and such Partner hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Partner hereby agrees that such repayment shall serve as confirmation thereof.

## Section 3.7. Tax Representation and Further Assurances.

(a) Each Limited Partner and Special Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner’s or the Partnership’s obligations under applicable law or to carry out the provisions of this Agreement.



(b) Each Limited Partner and Special Partner certifies that (A) if the Limited Partner or Special Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner or Special Partner’s name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its Affiliates pursuant to an IRS Form W-9, Request for Taxpayer Identification Number Certification (“W-9”) or otherwise are correct and (ii) the Limited Partner or Special Partner will complete and return a W-9 and (y) (i) the Limited Partner or Special Partner is a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner or Special Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (“W-8BEN”), IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) (“W-8BEN-E”), or other applicable form, including but not limited to IRS Form W-81MY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting (“W-81MY”), or otherwise is correct and (ii) the Limited Partner or Special Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN, W-8BEN-E or W-81MY, and (y) (i) the Limited Partner or Special Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner or Special Partner will notify the Partnership within 60 days of any change of such status. Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the General Partner.

(c) Each Limited Partner and Special Partner acknowledges and agrees that the Partnership and the General Partner may release confidential information or other information about the Limited Partner or Special Partner or related to such Limited Partner or Special Partner’s investment in the Partnership if the Partnership or the General Partner, in its or their sole discretion, determines that such disclosure is required by applicable law or regulation or in order to comply for an exception from, or reduced tax rate of, tax or other tax benefit. Any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.

(d) Each Limited Partner and Special Partner acknowledges and agrees that if it provides information that is in anyway materially misleading, or if it fails to provide the Partnership or its agents with any information requested hereunder, in either case in order to satisfy the Partnership’s obligations, the General Partner reserves the right to take any action and pursue any remedies at its disposal, including (i) requiring such Limited Partner or Special Partner to Withdraw for Cause and (ii) withholding or deducting any costs caused by such Limited Partner’s or Special Partner’s action or inaction from amounts otherwise distributable to such Limited Partner or Special Partner from the Partnership and its Affiliates.



# ARTICLE IV

# CAPITAL OF THE PARTNERSHIP

Section 4.1. Capital Contributions by Partners. (a) Each Partner shall be required to make capital contributions to the Partnership (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Partnership’s obligation to make capital contributions to Associates IX in respect of the GP-Related Associates IX Interest to fund Associates IX’s capital contributions with respect to any GP-Related BREP IX Investment and as are otherwise determined by the General Partner from time to time or as may be set forth in such Limited Partner’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Partners based upon each Partner’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Partnership (including those specifically set forth in Section 4.1(d) and Section 5.8(d))) shall be determined by the General Partner. Special Partners shall not be required to make additional GP-Related Capital Contributions to the Partnership in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Special Partner’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional GP-Related Capital Contribution to the Partnership; provided further, that each Investor Special Partner shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Partnership related to the GP-Related BREP IX Interest.

(b) Each GP-Related Capital Contribution by a Partner shall be credited to the appropriate GP-Related Capital Account of such Partner in accordance with Section 5.2, subject to Section 5.10.

(c) The General Partner may elect on a case by case basis to (i) cause the Partnership to loan any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) the amount of any GP-Related Capital Contribution required to be made by such Partner or (ii) permit any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) to make a required GP-Related Capital Contribution to the Partnership in installments, in each case on terms determined by the General Partner.

(d) (i) The Partners and the Withdrawn Partners have entered into the Trust Agreement, pursuant to which certain amounts of the distributions relating to Carried Interest will be paid to the Trustee(s) for deposit in the Trust Account (such amounts to be paid to the Trustee(s) for deposit in the Trust Account constituting a “Holdback”). The General Partner shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for any General Partner and/or Holdings and each Partner Category (such



withheld percentage constituting the General Partner’s and such Partner Category’s “Holdback Percentage”). The applicable Holdback Percentages initially shall be 0% for any General Partner, 15% for Existing Partners (other than the General Partner), 21% for Retaining Withdrawn Partners (other than the General Partner) and 24% for Deceased Partners (the “Initial Holdback Percentages”). Any provision of this Agreement to the contrary notwithstanding, the Holdback Percentage for the General Partner and/or Holdings shall not be subject to change pursuant to clause (ii), (iii) or (iv) of this Section 4.1(d).

(ii) The Holdback Percentage may not be reduced for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may only reduce the Holdback Percentages among the Partner Categories on a proportionate basis. For example, if the Holdback Percentage for Existing Partners is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Partners and Deceased Partners shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such reduction.

(iii) The Holdback Percentage may not be increased for any individual Partner as compared to the other Partners in his or her Partner Category (except as provided in clause (iv) below). The General Partner may not increase the Retaining Withdrawn Partners' Holdback Percentage beyond 21% unless the General Partner concurrently increases the Existing Partners' Holdback Percentage to 21%. The General Partner may not increase the Deceased Partners' Holdback Percentage beyond 24% unless the General Partner increases the Holdback Percentage for both Existing Partners and Retaining Withdrawn Partners to 24%. The General Partner may not increase the Holdback Percentage of any Partner Category beyond 24% unless such increase applies equally to all Partner Categories. Any increase in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the General Partner from proportionately increasing the Holdback Percentage of any Partner Category (following a reduction of the Holdback Percentages below the Initial Holdback Percentages), if the resulting Holdback Percentages are consistent with the above. For example, if the General Partner reduces the Holdback Percentages for Existing Partners, Retaining Withdrawn Partners and Deceased Partners to 12.5%, 17.5% and 20%, respectively, the General Partner shall have the right to subsequently increase the Holdback Percentages to the Initial Holdback Percentages.

(iv) (A) Notwithstanding anything contained herein to the contrary, the General Partner may increase or decrease the Holdback Percentage for any Partner in any Partner Category (in such capacity, the “Subject Partner”) pursuant to a majority vote of the Limited Partners (a “Holdback Vote”); provided, that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to any General Partner shall not be increased or decreased without its prior written consent; provided further, that a Subject Partner’s Holdback Percentage shall not be (I) increased prior to such time as such Subject Partner (x) is notified by the Partnership of the decision to increase such Subject Partner’s Holdback Percentage and (y) has, if requested by such Subject Partner,



been given 30 days to gather and provide information to the Partnership for consideration before a second Holdback Vote (requested by the Subject Partner) or (II) decreased unless such decrease occurs subsequent to an increase in a Subject Partner’s Holdback Percentage pursuant to a Holdback Vote under this clause (iv); provided further, that such decrease shall not exceed an amount such that such Subject Partner’s Holdback Percentage is less than the prevailing Holdback Percentage for the Partner Category of such Subject Partner; provided further, that a Partner shall not vote to increase a Subject Partner’s Holdback Percentage unless such voting Partner determines, in such Partner’s good faith judgment, that the facts and circumstances indicate that it is reasonably likely that such Subject Partner, or any of such Subject Partner’s successors or assigns (including such Subject Partner’s estate or heirs) who at the time of such vote holds the GP-Related Partner Interest or otherwise has the right to receive distributions relating thereto, will not be capable of satisfying any GP-Related Recontribution Amounts that may become due.

(B) A Holdback Vote shall take place at a Partnership meeting. Each of the Limited Partners shall be entitled to cast one vote with respect to the Holdback Vote regardless of such Limited Partner’s interest in the Partnership. Such vote may be cast by any such Partner in person or by proxy.

(C) If the result of the second Holdback Vote is an increase in a Subject Partner’s Holdback Percentage, such Subject Partner may submit the decision to an arbitrator, the identity of which is mutually agreed upon by both the Subject Partner and the Partnership; provided, that if the Partnership and the Subject Partner cannot agree upon a mutually satisfactory arbitrator within 10 days of the second Holdback Vote, each of the Partnership and the Subject Partner shall request its candidate for arbitrator to select a third arbitrator satisfactory to such candidates; provided further, that if such candidates fail to agree upon a mutually satisfactory arbitrator within 30 days of such request, the then sitting President of the American Arbitration Association shall unilaterally select the arbitrator. Each Subject Partner that submits the decision of the Partnership pursuant to the second Holdback Vote to arbitration and the Partnership shall estimate their reasonably projected out-of-pocket expenses relating thereto, and each such party shall, to the satisfaction of the arbitrator and prior to any determination being made by the arbitrator, pay the total of such estimated expenses (i.e., both the Subject Partner’s and the Partnership’s expenses) into an escrow account. The arbitrator shall direct the escrow agent to pay out of such escrow account all expenses associated with such arbitration (including costs leading thereto) and to return to the “victorious” party the entire amount of funds such party paid into such escrow account. If the amount contributed to the escrow account by the losing party is insufficient to cover the expenses of such arbitration, such “losing” party shall then provide any additional funds necessary to cover such costs to such “victorious” party. For purposes hereof, the “victorious” party shall be the Partnership if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party. The party that is not the “victorious” party shall be the “losing” party.



(D) In the event of a decrease in a Subject Partner’s Holdback Percentage (1) pursuant to a Holdback Vote under this clause (iv) or (2) pursuant to a decision of an arbitrator under paragraph (C) of this clause (iv), the Partnership shall release and distribute to such Subject Partner any Trust Amounts (and the Trust Income thereon (except as expressly provided herein with respect to using Trust Income as Firm Collateral)) which exceed the required Holdback of such Subject Partner (in accordance with such Subject Partner’s reduced Holdback Percentage) as though such reduced Holdback Percentage had applied since the increase of the Subject Partner’s Holdback Percentage pursuant to a previous Holdback Vote under this clause (iv).

(v) (A) If a Partner’s Holdback Percentage exceeds 15% (such percentage in excess of 15% constituting the “Excess Holdback Percentage”), such Partner may satisfy the portion of his or her Holdback obligation in respect of his or her Excess Holdback Percentage (such portion constituting such Partner’s “Excess Holdback”), and such Partner (or a Withdrawn Partner with respect to amounts contributed to the Trust Account while he or she was a Partner), to the extent his or her Excess Holdback obligation has previously been satisfied in cash, may obtain the release of the Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) satisfying such Partner’s or Withdrawn Partner’s Excess Holdback obligation, by pledging, granting a security interest or otherwise making available to the General Partner, on a first priority basis (except as provided below), all or any portion of his or her Firm Collateral in satisfaction of his or her Excess Holdback obligation. Any Partner seeking to satisfy all or any portion of the Excess Holdback utilizing Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Partnership to realize on (if required), such Firm Collateral; provided, that, in the case of entities listed in the Partnership’s books and records in which Partners are permitted to pledge or grant a security interest over their interests therein to finance all or a portion of their capital contributions thereto (“Pledgedable Blackstone Interests”), to the extent a first priority security interest is unavailable because of an existing lien on such Firm Collateral, the Partner or Withdrawn Partner seeking to utilize such Firm Collateral shall grant the General Partner a second priority security interest therein in the manner provided above; provided further, that (x) in the case of Pledgedable Blackstone Interests, to the extent that neither a first priority nor a second priority security interest is available, or (y) if the General Partner otherwise determines in its good faith judgment that a security interest in Firm Collateral (and the corresponding documents and actions) are not necessary or appropriate, the Partner or Withdrawn Partner shall (in the case of either clause (x) or (y) above) irrevocably instruct in writing the relevant partnership, limited liability company or other entity listed in the Partnership’s books and records to remit any and all net proceeds resulting from a Firm Collateral Realization on such Firm Collateral to the Trustee(s) as more fully provided in clause (B) below. The Partnership shall, at the request of any Partner or Withdrawn Partner, assist such Partner or Withdrawn Partner in taking such action as is necessary to enable such Partner or Withdrawn Partner to use Firm Collateral as provided hereunder.



(B) If upon a sale or other realization of all or any portion of any Firm Collateral (a “Firm Collateral Realization”), the remaining Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement, then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Firm Collateral Realization (including distributions subject to the repayment of financing sources as in the case of Pledgeable Blackstone Interests) shall be paid into the Trust Account to fully satisfy such Excess Holdback requirement (allocated to such Partner or Withdrawn Partner) and shall be deemed to be Trust Amounts for purposes hereunder. Any net proceeds from such Firm Collateral Realization in excess of the amount necessary to satisfy such Excess Holdback requirement shall be distributed to such Partner or Withdrawn Partner.

(C) Upon any valuation or revaluation of Firm Collateral that results in a decreased valuation of such Firm Collateral so that such Firm Collateral is insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement (including upon a Firm Collateral Realization, if net proceeds therefrom and the remaining Firm Collateral are insufficient to cover any Partner’s or Withdrawn Partner’s Excess Holdback requirement), the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and such Partner or Withdrawn Partner shall, within 30 days of receiving such notice, contribute cash (or additional Firm Collateral) to the Trust Account in an amount necessary to satisfy his or her Excess Holdback requirement. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that clause (A) of Section 5.8(d)(ii) shall be deemed inapplicable to a default under this clause (C); provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term “GP-Related Defaulting Party” where such term appears in such Section 5.8(d)(ii) shall be construed as “defaulting party” for purposes hereof and (II) the terms “Net GP-Related Recontribution Amount” and “GP-Related Recontribution Amount” where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(vi) Any Partner or Withdrawn Partner may (A) obtain the release of any Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) or Firm Collateral, in each case, held in the Trust Account for the benefit of such Partner or Withdrawn Partner or (B) require the Partnership to distribute all or any portion of amounts otherwise required to be placed in the Trust Account (whether cash or Firm Collateral), by obtaining a letter of credit (an “L/C”) for the benefit of the Trustee(s) in such amounts. Any Partner or Withdrawn Partner choosing to furnish an L/C to the Trustee(s) (in such capacity, an “L/C Partner”) shall deliver to the Trustee(s) an unconditional and irrevocable L/C from a commercial bank whose (x) short-term deposits are rated at least A-1 by S&P or P-1 by Moody’s (if the L/C is for a term of 1 year or less), or (y) long-term deposits are rated at



least A+ by S&P or A1 by Moody's (if the L/C is for a term of 1 year or more) (each a "Required Rating"). If the relevant rating of the commercial bank issuing such L/C drops below the relevant Required Rating, the L/C Partner shall supply to the Trustee(s), within 30 days of such occurrence, a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, in lieu of the insufficient L/C. In addition, if the L/C has a term expiring on a date earlier than the latest possible termination date of BREP IX, the Trustee(s) shall be permitted to drawdown on such L/C if the L/C Partner fails to provide a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating, at least 30 days prior to the stated expiration date of such existing L/C. The Trustee(s) shall notify an L/C Partner 10 days prior to drawing on any L/C. The Trustee(s) may (as directed by the Partnership in the case of clause (I) below) draw down on an L/C only if (I) such a drawdown is necessary to satisfy an L/C Partner's obligation relating to the Partnership's obligations under the Clawback Provisions or (II) an L/C Partner has not provided a new L/C from a commercial bank whose relevant rating is at least equal to the relevant Required Rating (or the requisite amount of cash and/or Firm Collateral (to the extent permitted hereunder), at least 30 days prior to the stated expiration of an existing L/C in accordance with this clause (vi). The Trustee(s), as directed by the Partnership, shall return to any L/C Partner his or her L/C upon (1) the termination of the Trust Account and satisfaction of the Partnership's obligations, if any, in respect of the Clawback Provisions, (2) an L/C Partner satisfying his or her entire Holdback obligation in cash and Firm Collateral (to the extent permitted hereunder), or (3) the release, by the Trustee(s), as directed by the Partnership, of all amounts in the Trust Account to the Partners or Withdrawn Partners. If an L/C Partner satisfies a portion of his or her Holdback obligation in cash and/or Firm Collateral (to the extent permitted hereunder) or if the Trustee(s), as directed by the Partnership, release a portion of the amounts in the Trust Account to the Partners or Withdrawn Partners in the Partner Category of such L/C Partner, the L/C of an L/C Partner may be reduced by an amount corresponding to such portion satisfied in cash and/or Firm Collateral (to the extent permitted hereunder) or such portion released by the Trustee(s), as directed by the Partnership; provided, that in no way shall the general release of any Trust Income cause an L/C Partner to be permitted to reduce the amount of an L/C by any amount.

(vii) (A) Any in-kind distributions by the Partnership relating to Carried Interest shall be made in accordance herewith as though such distributions consisted of cash. The Partnership may direct the Trustee(s) to dispose of any in-kind distributions held in the Trust Account at any time. The net proceeds therefrom shall be treated as though initially contributed to the Trust Account.

(B) In lieu of the foregoing, any Existing Partner may pledge or grant a security interest with respect to any in-kind distribution the Special Firm Collateral referred to in the applicable category in the Partnership’s books and records; provided, that the initial contribution of such Special Firm Collateral shall initially equal 130% of the required Holdback for a period of 90 days, and thereafter shall equal at least 115% of the required Holdback. Sections 4.1(d)(viii)(C) and (D) shall apply to such Special Firm Collateral. To the extent such Special Firm Collateral exceeds the applicable minimum percentage of the required Holdback specified in the first sentence of this clause (vii)(B), the related Partner may obtain a release of such excess amount from the Trust Account.



(viii) (A) Any Limited Partner or Withdrawn Partner may satisfy all or any portion of his or her Holdback (excluding any Excess Holdback), and such Partner or a Withdrawn Partner may, to the extent his or her Holdback (excluding any Excess Holdback) has been previously satisfied in cash or by the use of an L/C as provided herein, obtain a release of Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) that satisfy such Partner's or Withdrawn Partner's Holdback (excluding any Excess Holdback) by pledging or otherwise granting a security interest to the Trustee(s) on a first priority basis all of his or her Special Firm Collateral in a particular Qualifying Fund, which at all times must equal or exceed the amount of the Holdback distributed to the Partner or Withdrawn Partner (as more fully set forth below). Any Partner seeking to satisfy such Partner's Holdback utilizing Special Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Trustee(s) to realize on (if required), such Special Firm Collateral.

(B) If upon a distribution, withdrawal, sale, liquidation or other realization of all or any portion of any Special Firm Collateral (a "Special Firm Collateral Realization"), the remaining Special Firm Collateral (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund and is being used in connection with an Excess Holdback) is insufficient to cover any Partner's or Withdrawn Partner's Holdback (when taken together with other means of satisfying the Holdback as provided herein (i.e., cash contributed to the Trust Account or an L/C in the Trust Account)), then up to 100% of the net proceeds otherwise distributable to such Partner or Withdrawn Partner from such Special Firm Collateral Realization (which shall not include the amount of Firm Collateral that consists of a Qualifying Fund or other asset and is being used in connection with an Excess Holdback) shall be paid into the Trust (and allocated to such Partner or Withdrawn Partner) to fully satisfy such Holdback and shall be deemed thereafter to be Trust Amounts for purposes hereunder. Any net proceeds from such Special Firm Collateral Realization in excess of the amount necessary to satisfy such Holdback (excluding any Excess Holdback) shall be distributed to such Partner or Withdrawn Partner. To the extent a Qualifying Fund distributes Securities to a Partner or Withdrawn Partner in connection with a Special Firm Collateral Realization, such Partner or Withdrawn Partner shall be required to promptly fund such Partner's or Withdrawn Partner's deficiency with respect to his or her Holdback in cash or an L/C.

(C) Upon any valuation or revaluation of the Special Firm Collateral and/or any adjustment in the Applicable Collateral Percentage applicable to a Qualifying Fund (as provided in the Partnership’s books and records), if such Partner’s or Withdrawn Partner’s Special Firm Collateral is valued at less than such Partner’s Holdback (excluding any Excess Holdback) as provided in the Partnership’s books and records, taking into account other



permitted means of satisfying the Holdback hereunder, the Partnership shall provide notice of the foregoing to such Partner or Withdrawn Partner and, within 10 Business Days of receiving such notice, such Partner or Withdrawn Partner shall contribute cash or additional Special Firm Collateral to the Trust Account in an amount necessary to make up such deficiency. If any such Partner or Withdrawn Partner defaults upon his or her obligations under this clause (C), then Section 5.8(d)(ii) shall apply thereto; provided, that the first sentence of Section 5.8(d)(ii)(A) shall be deemed inapplicable to such default; provided further, that for purposes of applying Section 5.8(d)(ii) to a default under this clause (C): (I) the term "GP-Related Defaulting Party" where such term appears in such Section 5.8(d)(ii) shall be construed as "defaulting party" for purposes hereof and (II) the terms "Net GP-Related Recontribution Amount" and "GP-Related Recontribution Amount" where such terms appear in such Section 5.8(d)(ii) shall be construed as the amount due pursuant to this clause (C).

(D) Upon a Partner becoming a Withdrawn Partner, at any time thereafter the General Partner may revoke the ability of such Withdrawn Partner to use Special Firm Collateral as set forth in this Section 4.1(d)(viii), notwithstanding anything else in this Section 4.1(d)(viii). In that case the provisions of clause (C) above shall apply to the Withdrawn Partner's obligation to satisfy the Holdback (except that 30 days' notice of such revocation shall be given), given that the Special Firm Collateral is no longer available to satisfy any portion of the Holdback (excluding any Excess Holdback).

(E) Nothing in this Section 4.1(d)(viii) shall prevent any Partner or Withdrawn Partner from using any amount of such Partner's interest in a Qualifying Fund as Firm Collateral; provided, that at all times Section 4.1(d)(v) and this Section 4.1(d)(viii) are each satisfied.

Section 4.2. Interest. Interest on the balances of the Partners’ capital related to the Partners’ GP-Related Partner Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the General Partner, capital invested in any other investment of the Partnership) shall be credited to the Partners’ GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the General Partner, at rates determined by the General Partner from time to time, and shall be charged as an expense of the Partnership.

Section 4.3. Withdrawals of Capital. No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) by way of distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.



# ARTICLE V

# PARTICIPATION IN PROFITS AND LOSSES

Section 5.1. General Accounting Matters. (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

(b) “GP-Related Net Income (Loss)” means:

(i) from any activity of the Partnership related to the GP-Related BREP IX Interest for any accounting period (other than GP-Related Net Income (Loss) from GP-Related Investments described below), (x) the gross income realized by the Partnership from such activity during such accounting period less (y) all expenses of the Partnership, and all other items that are deductible from gross income, for such accounting period that are allocable to such activity (determined as provided below);

(ii) from any GP-Related Investment for any accounting period in which such GP-Related Investment has not been sold or otherwise disposed of, (x) the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment (determined as provided below); and

(iii) from any GP-Related Investment for the accounting period in which such GP-Related Investment is sold or otherwise disposed of, (x) the sum of the gross proceeds from the sale or other disposition of such GP-Related Investment and the gross amount of dividends, interest or other income received by the Partnership from such GP-Related Investment during such accounting period less (y) the sum of the cost or other basis to the Partnership of such GP-Related Investment and all expenses of the Partnership for such accounting period that are allocable to such GP-Related Investment.

(c) GP-Related Net Income (Loss) shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing GP-Related Net Income (Loss) shall be added to such taxable income or loss; (ii) if any asset has a value in the books of the Partnership that differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain resulting from a disposition of such asset shall be calculated with reference to such value; (iii) upon an adjustment to the value of any asset in the books of the Partnership pursuant to Treasury Regulations Section 1.704-1(b)(2), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing GP-Related Net Income (Loss) pursuant to this definition shall be treated as deductible items; (v) any income from a GP-Related Investment that is payable to Partnership employees in respect of “phantom interests” in such GP-Related Investment awarded by the General Partner to employees shall be included as an



expense in the calculation of GP-Related Net Income (Loss) from such GP-Related Investment, and (vi) items of income and expense (including interest income and overhead and other indirect expenses) of the Partnership, Holdings and other Affiliates of the Partnership shall be allocated among the Partnership, Holdings and such Affiliates, among various Partnership activities and GP-Related Investments and between accounting periods, in each case as determined by the General Partner. Any adjustments to GP-Related Net Income (Loss) by the General Partner, including adjustments for items of income accrued but not yet received, unrealized gains, items of expense accrued but not yet paid, unrealized losses, reserves (including reserves for taxes, bad debts, actual or threatened litigation, or any other expenses, contingencies or obligations) and other appropriate items shall be made in accordance with GAAP; provided, that the General Partner shall not be required to make any such adjustment.

(d) An accounting period shall be a Fiscal Year, except that, at the option of the General Partner, an accounting period will terminate and a new accounting period will begin on the admission date of an additional Partner or the Settlement Date of a Withdrawn Partner, if any such date is not the first day of a Fiscal Year. If any event referred to in the preceding sentence occurs and the General Partner does not elect to terminate an accounting period and begin a new accounting period, then the General Partner may make such adjustments as it deems appropriate to the Partners' GP-Related Profit Sharing Percentages for the accounting period in which such event occurs (prior to any allocations of GP-Related Unallocated Percentages or adjustments to GP-Related Profit Sharing Percentages pursuant to Section 5.3) to reflect the Partners' average GP-Related Profit Sharing Percentages during such accounting period; provided, that the GP-Related Profit Sharing Percentages of Partners in GP-Related Net Income (Loss) from GP-Related Investments acquired during such accounting period will be based on GP-Related Profit Sharing Percentages in effect when each such GP-Related Investment was acquired.

(e) In establishing GP-Related Profit Sharing Percentages and allocating GP-Related Unallocated Percentages pursuant to Section 5.3, the General Partner may consider such factors as it deems appropriate.

(f) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner and approved by the Partnership’s independent accountants. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all Withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

## Section 5.2. GP-Related Capital Accounts.

(a) There shall be established for each Partner in the books of the Partnership, to the extent and at such times as may be appropriate, one or more capital accounts as the General Partner may deem to be appropriate for purposes of accounting for such Partner’s interests in the capital of the Partnership related to the GP-Related BREP IX Interest and the GP-Related Net Income (Loss) of the Partnership (each a “GP-Related Capital Account”).



(b) As of the end of each accounting period or, in the case of a contribution to the Partnership by one or more of the Partners with respect to such Partner or Partners' GP-Related Partner Interests or a distribution by the Partnership to one or more of the Partners with respect to such Partner or Partners' GP-Related Partner Interests, at the time of such contribution or distribution, (i) the appropriate GP-Related Capital Accounts of each Partner shall be credited with the following amounts: (A) the amount of cash and the value of any property contributed by such Partner to the capital of the Partnership related to such Partner's GP-Related Partner Interest during such accounting period, (B) the GP-Related Net Income allocated to such Partner for such accounting period and (C) the interest credited on the balance of such Partner's capital related to such Partner's GP-Related Partner Interest for such accounting period pursuant to Section 4.2; and (ii) the appropriate GP-Related Capital Accounts of each Partner shall be debited with the following amounts: (x) the amount of cash, the principal amount of any subordinated promissory note of the Partnership referred to in Section 6.5 (as such amount is paid) and the value of any property distributed to such Partner during such accounting period with respect to such Partner's GP-Related Partner Interest and (y) the GP-Related Net Loss allocated to such Partner for such accounting period.

## Section 5.3. GP-Related Profit Sharing Percentages.

(a) Prior to the beginning of each annual accounting period, the General Partner shall establish the profit sharing percentage (the "GP-Related Profit Sharing Percentage") of each Partner in each category of GP-Related Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a) taking into account such factors as the General Partner deems appropriate; provided, that (i) the General Partner may elect to establish GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment acquired by the Partnership during such accounting period at the time such GP-Related Investment is acquired in accordance with paragraph (c) below and (ii) GP-Related Net Income (Loss) for such accounting period from any GP-Related Investment shall be allocated in accordance with the GP-Related Profit Sharing Percentages in such GP-Related Investment established in accordance with paragraph (c) below. The General Partner may establish different GP-Related Profit Sharing Percentages for any Partner in different categories of GP-Related Net Income (Loss). In the case of the Withdrawal of a Partner, such former Partner's GP-Related Profit Sharing Percentages shall be allocated by the General Partner to one or more of the remaining Partners as the General Partner shall determine. In the case of the admission of any Partner to the Partnership as an additional Partner, the GP-Related Profit Sharing Percentages of the other Partners shall be reduced by an amount equal to the GP-Related Profit Sharing Percentage allocated to such new Partner pursuant to Section 6.1(b); such reduction of each other Partner's GP-Related Profit Sharing Percentage shall be pro rata based upon such Partner's GP-Related Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the General Partner may also adjust the GP-Related Profit Sharing Percentage of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion.

(b) The General Partner may elect to allocate to the Partners less than 100% of the GP-Related Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of GP-Related Profit Sharing Percentages (any remainder of such GP-Related Profit Sharing Percentages being called a "GP-



Related Unallocated Percentage"); provided, that any GP-Related Unallocated Percentage in any category of GP-Related Net Income (Loss) for any annual accounting period that is not allocated by the General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all the Partners (including the General Partner) in the manner determined by the General Partner in its sole discretion.

(c) Unless otherwise determined by the General Partner in a particular case, (i) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from any GP-Related Investment shall be allocated in proportion to the Partners' respective GP-Related Capital Contributions in respect of such GP-Related Investment and (ii) GP-Related Profit Sharing Percentages in GP-Related Net Income (Loss) from each GP-Related Investment shall be fixed at the time such GP-Related Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the General Partner pursuant to Section 5.7.

## Section 5.4. Allocations of GP-Related Net Income (Loss).

(a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the General Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto.

(b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BREP IX and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BREP IX with respect to the GP-Related BREP IX Interest) shall be allocated to the Partners in accordance with each Partner's Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BREP IX and (ii) GP-Related Net Loss relating to realized losses suffered by BREP IX and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner's (including a Withdrawn Partner's) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)).

(c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.



(d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BREP IX, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period.

(e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss).

(f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 5.5. Liability of Partners. Except as otherwise provided in the Partnership Act or as expressly provided in this Agreement, no Partner shall be personally obligated for any debt, obligation or liability of the Partnership or of any other Partner solely by reason of being a Partner. In no event shall any Partner or Withdrawn Partner (i) be obligated to make any capital contribution or payment to or on behalf of the Partnership or (ii) have any liability to return distributions received by such Partner from the Partnership, in each case except as specifically provided in Section 4.1(d) or Section 5.8 or otherwise in this Agreement, as such Partner shall otherwise expressly agree in writing or as may be required by applicable law.

## Section 5.6. [Intentionally omitted.]

Section 5.7. Repurchase Rights, etc. The General Partner may from time to time establish such repurchase rights and/or other requirements with respect to the Partners' GP-Related Partner Interests relating to GP-Related BREP IX Investments as the General Partner may determine. The General Partner shall have authority to (a) withhold any distribution otherwise payable to any Partner until any such repurchase rights have lapsed or any such requirements have been satisfied, (b) pay any distribution to any Partner that is Contingent as of the distribution date and require the refund of any portion of such distribution that is Contingent as of the Withdrawal Date of such Partner, (c) amend any previously established repurchase rights or other requirements from time to time and (d) make such exceptions thereto as it may determine on a case by case basis.

## Section 5.8. Distributions.

(a) (i) The Partnership shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Partners with respect to such Partners' GP-Related Partner Interests at such times and in such amounts as are determined by the General Partner. The General Partner shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established pursuant to Section 5.1(a). Distributions of cash or



other property with respect to Non-Carried Interest shall be made among the Partners in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d) and Section 5.8(e), distributions of cash or other property with respect to Carried Interest shall be made among Partners in accordance with their respective Carried Interest Sharing Percentages.

(ii) At any time that a sale, exchange, transfer or other disposition by BREP IX of a portion of a GP-Related Investment is being considered by the Partnership (a "GP-Related Disposable Investment"), at the election of the General Partner each Partner's GP-Related Partner Interest with respect to such GP-Related Investment shall be vertically divided into two separate GP-Related Partner Interests, a GP-Related Partner Interest attributable to the GP-Related Disposable Investment (a Partner's "GP-Related Class B Interest"), and a GP-Related Partner Interest attributable to such GP-Related Investment excluding the GP-Related Disposable Investment (a Partner's "GP-Related Class A Interest"). Distributions (including those resulting from a sale, transfer, exchange or other disposition by BREP IX) relating to a GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class B Interests with respect to such GP-Related Investment in accordance with their GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by BREP IX) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of GP-Related Class A Interests with respect to such GP-Related Investment in accordance with their respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Partners in the same proportions as the allocations of GP-Related Net Income (Loss) of each such category.

(b) Subject to the Partnership’s having sufficient available cash in the reasonable judgment of the General Partner, the Partnership shall make cash distributions to each Partner with respect to each Fiscal Year of the Partnership in an aggregate amount at least equal to the total U.S. federal, New York State and New York City income and other taxes that would be payable by such Partner with respect to all categories of GP-Related Net Income (Loss) allocated to such Partner for such Fiscal Year, the amount of which shall be calculated (i) on the assumption that each Partner is an individual subject to the then prevailing maximum rate of U.S. federal, New York State and New York City and other income taxes (including, without limitation, taxes under Sections 1401 and 1411 of the Code), (ii) taking into account (x) the limitations on the deductibility of expenses and other items for U.S. federal income tax purposes and (y) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income) and (iii) taking into account any differential in applicable rates due to the type and character of GP-Related Net Income (Loss) allocated to such Partner. Notwithstanding the provisions of the foregoing sentence, the General Partner may refrain from making any distribution if, in the reasonable judgment of the General Partner, such distribution is prohibited by applicable law.



(c) The General Partner may provide that the GP-Related Partner Interest of any Partner or employee (including such Partner’s or employee’s right to distributions and investments of the Partnership related thereto) may be subject to repurchase by the Partnership during such period as the General Partner shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Partnership and will be distributed to the recipient thereof (together with interest thereon at rates determined by the General Partner from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The General Partner may elect in an individual case to have the Partnership distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Partner Withdraws from the Partnership for any reason other than his or her death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Partnership at a purchase price determined at such time by the General Partner. Unless determined otherwise by the General Partner, the repurchased portion thereof will be allocated among the remaining Partners with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Partner has a percentage interest in such specific GP-Related Investment, to the General Partner; provided, that the General Partner may allocate the Withdrawn Partner’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Partner’s Withdrawal Date on any basis it may determine, including to existing or new Partners who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Partner shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income.

(d) (i) (A) If Associates IX is obligated under the Clawback Provisions or Giveback Provisions to contribute to BREP IX a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) and the Partnership is obligated to contribute any such amount to Associates IX, directly or indirectly, in respect of the Partnership's GP-Related Associates IX Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount being herein called a "GP-Related Giveback Amount"), the General Partner shall call for such amounts as are necessary to satisfy such obligations of the Partnership as determined by the General Partner, in which case each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the "GP-Related Recontribution Amount") which equals (I) the product of (a) a Partner's or Withdrawn Partner's Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the Partnership in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Partner's pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related BREP IX Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related BREP IX Investments other than the one giving rise to such obligation, but only those amounts received by the Partners with an interest in the GP-Related BREP IX Investment referred to in clause (II)(a) above, and (c) if the GP-Related Giveback Amount pursuant to an applicable BREP IX Agreement is unrelated to a specific GP-Related BREP IX Investment, all GP-Related BREP IX Investments. Each Partner and Withdrawn Partner shall



promptly contribute to the Partnership, along with satisfying his or her comparable obligations to the Other Fund GPs, if any, upon such call, such Partner's or Withdrawn Partner's GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Partner or Withdrawn Partner by the Trustee(s) pursuant to written instructions from the Partnership, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the "Net GP-Related Recontribution Amount"), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Partnership's and the Other Fund GPs' obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Partner's or Withdrawn Partner's share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his or her GP-Related Recontribution Amount, such excess shall be repaid to such Partner or Withdrawn Partner as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the General Partner shall specify each Partner's and Withdrawn Partner's GP-Related Recontribution Amount. Prior to such time, the General Partner may, in its discretion (but shall be under no obligation to), provide notice that in the General Partner's judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Partner's Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the General Partner) shall be contributed by such Partner to such Partner's Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.

(B) To the extent any Partner or Withdrawn Partner has satisfied any Holdback obligation with Firm Collateral, such Partner or Withdrawn Partner shall, within 10 days of the General Partner's call for GP-Related Recontribution Amounts, make a cash payment into the Trust Account in an amount equal to the amount of the Holdback obligation satisfied with such Firm Collateral, or such lesser amount such that the amount in the Trust Account allocable to such Partner or Withdrawn Partner equals the sum of (I) such Partner's or Withdrawn Partner's GP-Related Recontribution Amount and (II) any similar amounts payable to any of the Other Fund GPs. Immediately upon receipt of such cash, the Trustee(s) shall take such steps as are necessary to release such Firm Collateral of such Partner or Withdrawn Partner equal to the amount of such cash payment. If the amount of such cash payment is less than the amount of Firm Collateral of such Partner or Withdrawn Partner, the balance of such Firm Collateral if any, shall be retained to secure the payment of GP-Related Deficiency Contributions, if any, and shall be fully released upon the satisfaction of the Partnership's and the Other Fund GPs' obligation to pay the Clawback Amount. The failure of any Partner or Withdrawn Partner to make a cash payment in accordance with this clause (B) (to the extent applicable) shall constitute a default under Section 5.8(d)(ii) as if such cash payment hereunder constitutes a Net GP-Related Recontribution Amount under Section 5.8(d)(ii). Solely to the extent required by the BREP IX Partnership Agreement, each partner of the General Partner shall have the same obligations as a Partner (which obligations shall be subject to the same limitations as the obligations of a Partner) under this Section 5.8(d)(i)(B) and under Section 5.8(d)(ii)(A) with respect to such partner's pro rata share of any Clawback Amount and solely to the extent that the Partnership has insufficient funds to meet the Partnership's obligations under the BREP IX Partnership Agreement.



(ii) (A) In the event any Partner or Withdrawn Partner (a “GP-Related Defaulting Party”) fails to reconstitute all or any portion of such GP-Related Defaulting Party’s Net GP-Related Reconstitution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Carried Interest Give Back Percentages in the case of Clawback Amounts, and GP-Related Profit Sharing Percentages in the case of GP-Related Giveback Amounts (as more fully described in clause (II) of Section 5.8(d)(i)(A) above)), such amounts as are necessary to fulfill the GP-Related Defaulting Party’s obligation to pay such GP-Related Defaulting Party’s Net GP-Related Reconstitution Amount (a “GP-Related Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership (or an Other Fund GP) will be unable to collect such amount in cash from such GP-Related Defaulting Party for payment of the Clawback Amount or GP-Related Giveback Amount, as the case may be, at least 20 Business Days prior to the latest date that the Partnership, and the Other Fund GPs, if applicable, are permitted to pay the Clawback Amount or GP-Related Giveback Amount, as the case may be; provided, that, subject to Section 5.8(e), no Partner or Withdrawn Partner shall as a result of such GP-Related Deficiency Contribution be required to contribute an amount in excess of 167% of the amount of the Net GP-Related Reconstitution Amount initially requested from such Partner or Withdrawn Partner in respect of such default.

(B) Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the GP-Related Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the GP-Related Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such GP-Related Defaulting Party becoming a GP-Related Defaulting Party) to set-off as appropriate and apply against such GP-Related Defaulting Party's Net GP-Related Reconstitution Amount any amounts otherwise payable to the GP-Related Defaulting Party by the Partnership or any Affiliate thereof (including amounts unrelated to Carried Interest, such as returns of capital and profit thereon). Each Partner and Withdrawn Partner hereby grants to the General Partner a security interest, effective upon such Partner or Withdrawn Partner becoming a GP-Related Defaulting Party, in all accounts receivable and other rights to receive payment from any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner and Withdrawn Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or Withdrawn Partner or in the name of the General Partner, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Net GP-Related Reconstitution Amount of a GP-Related Defaulting Party from the date such Net GP-Related Reconstitution Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.



(C) Any Partner’s or Withdrawn Partner’s failure to make a GP-Related Deficiency Contribution shall cause such Partner or Withdrawn Partner to be a GP-Related Defaulting Party with respect to such amount. The Partnership shall first seek any remaining Trust Amounts (and Trust Income thereon) allocated to such Partner or Withdrawn Partner to satisfy such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution before seeking cash contributions from such Partner or Withdrawn Partner in satisfaction of such Partner’s or Withdrawn Partner’s obligation to make a GP-Related Deficiency Contribution.

(iii) In the event any Partner or Withdrawn Partner initially fails to contribute all or any portion of such Partner or Withdrawn Partner’s pro rata share of any Clawback Amount pursuant to Section 5.8(d)(i)(A), the Partnership shall use its reasonable efforts to collect the amount which such Partner or Withdrawn Partner so fails to reconribute.

(iv) A Partner’s or Withdrawn Partner’s obligation to make contributions to the Partnership under this Section 5.8(d) shall survive the termination of the Partnership.

(e) The Partners acknowledge that the General Partner will (and is hereby authorized to) take such steps as it deems appropriate, in its good faith judgment, to further the objective of providing for the fair and equitable treatment of all Partners, including by allocating Aggregate Net Losses from Writedowns (as defined in the BREP IX Agreements) and Losses (as defined in the BREP IX Agreements) on GP-Related BREP IX Investments that have been the subject of a writedown and/or Net Loss (as defined in the BREP IX Agreements) (each, a “Loss Investment”) to those Partners who participated in such Loss Investments based on their Carried Interest Sharing Percentage therein to the extent that such Partners receive or have received Carried Interest distributions from other GP-Related BREP IX Investments. Consequently and notwithstanding anything herein to the contrary, adjustments to Carried Interest distributions shall be made as set forth in this Section 5.8(e).

(i) At the time the Partnership is making Carried Interest distributions in connection with a GP-Related BREP IX Investment (the “Subject Investment”) that have been reduced under any BREP IX Agreement as a result of one or more Loss Investments, the General Partner shall calculate amounts distributable to or due from each such Partner as follows:

(A) determine each Partner’s share of each such Loss Investment based on his or her Carried Interest Sharing Percentage in each such Loss Investment (which may be zero) to the extent such Loss Investment has reduced the Carried Interest distributions otherwise available for distribution to all Partners (indirectly through the Partnership from BREP IX) from the Subject Investment (such reduction, the “Loss Amount”);

(B) determine the amount of Carried Interest distributions otherwise distributable to such Partner with respect to the Subject Investment (indirectly through the Partnership from BREP IX) before any reduction in respect of the amount determined in clause (A) above (the “Unadjusted Carried Interest Distributions”); and



(C) subtract (I) the Loss Amounts relating to all Loss Investments from (II) the Unadjusted Carried Interest Distributions for such Partner, to determine the amount of Carried Interest distributions to actually be paid to such Partner (“Net Carried Interest Distribution”).

To the extent that the Net Carried Interest Distribution for a Partner as calculated in this clause (i) is a negative number, the General Partner shall (I) notify such Partner, at or prior to the time such Carried Interest distributions are actually made to the Partners, of his or her obligation to reconstitute to the Partnership prior Carried Interest distributions (a “Net Carried Interest Distribution Recontribution Amount”), up to the amount of such negative Net Carried Interest Distribution, and (II) to the extent amounts reconstituted pursuant to clause (I) are insufficient to satisfy such negative Net Carried Interest Distribution amount, reduce future Carried Interest distributions otherwise due such Partner, up to the amount of such remaining negative Net Carried Interest Distribution. If a Partner’s (x) Net Carried Interest Distribution Reconstitution Amount exceeds (y) the aggregate amount of prior Carried Interest distributions less the amount of tax thereon, calculated based on the Assumed Tax Rate (as defined in the BREP IX Agreements) in effect in the Fiscal Years of such distributions (the “Excess Tax-Related Amount”), then such Partner may, in lieu of paying such Partner’s Excess Tax-Related Amount, defer such amounts as set forth below. Such deferred amount shall accrue interest at the Prime Rate. Such deferred amounts shall be reduced and repaid by the amount of Carried Interest otherwise distributable to such Partner in connection with future Carried Interest distributions until such balance is reduced to zero. Any deferred amounts shall be payable in full upon the earlier of (i) such time as the Clawback Amount is determined (as provided herein) and (ii) such time as the Partner becomes a Withdrawn Partner.

To the extent there is an amount of negative Net Carried Interest Distribution with respect to a Partner remaining after the application of this clause (i), notwithstanding clause (II) of the preceding paragraph, such remaining amount of negative Net Carried Interest Distribution shall be allocated to the other Partners pro rata based on each of their Carried Interest Sharing Percentages in the Subject Investment.

A Partner who fails to pay a Net Carried Interest Distribution Reconstitution Amount promptly upon notice from the General Partner (as provided above) shall be deemed a GP-Related Defaulting Party for all purposes hereof.

A Partner may satisfy in part any Net Carried Interest Distribution Reconstitution Amount from cash that is then subject to a Holdback, to the extent that the amounts that remain subject to a Holdback satisfy the Holdback requirements hereof as they relate to the reduced amount of aggregate Carried Interest distributions received by such Partner (taking into account any Net Carried Interest Distribution Reconstitution Amount contributed to the Partnership by such Partner).

Any Net Carried Interest Distribution Reconstitution Amount contributed by a Partner, including amounts of cash subject to a Holdback as provided above, shall increase the amount available for distribution to the other Partners as Carried Interest distributions with respect to the Subject Investment; provided, that any such amounts then subject to a Holdback may be so distributed to the other Partners to the extent a Partner receiving such distribution has satisfied the Holdback requirements with respect to such distribution (taken together with the other Carried Interest distributions received by such Partner to date).



(ii) In the case of Clawback Amounts which are required to be contributed to the Partnership as otherwise provided herein, the obligation of the Partners with respect to any Clawback Amount shall be adjusted by the General Partner as follows:

(A) determine each Partner’s share of any Net Losses (as defined in the BREP IX Agreements) in any GP-Related BREP IX Investments which gave rise to the Clawback Amount ( \( \ell_{e} \) , the Losses that followed the last GP-Related BREP IX Investment with respect to which Carried Interest distributions were made), based on such Partner’s Carried Interest Sharing Percentage in such GP-Related BREP IX Investments;

(B) determine each Partner’s obligation with respect to the Clawback Amount based on such Partner’s Carried Interest Give Back Percentage as otherwise provided herein; and

(C) subtract the amount determined in clause (B) above from the amount determined in clause (A) above with respect to each Partner to determine the amount of adjustment to each Partner’s share of the Clawback Amount (a Partner’s “Clawback Adjustment Amount”).

A Partner’s share of the Clawback Amount shall for all purposes hereof be decreased by such Partner’s Clawback Adjustment Amount, to the extent it is a negative number (except to the extent expressly provided below). A Partner’s share of the Clawback Amount shall for all purposes hereof be increased by such Partner’s Clawback Adjustment Amount (to the extent it is a positive number); provided, that in no way shall a Partner’s aggregate obligation to satisfy a Clawback Amount as a result of this clause (ii) exceed the aggregate Carried Interest distributions received by such Partner. To the extent a positive Clawback Adjustment Amount remains after the application of this clause (ii) with respect to a Partner, such remaining Clawback Adjustment Amount shall be allocated to the Partners (including any Partner whose Clawback Amount was increased pursuant to this clause (ii)) pro rata based on their Carried Interest Give Back Percentages (determined without regard to this clause (ii)).

Any distribution or contribution adjustments pursuant to this Section 5.8(e) by the General Partner shall be based on its good faith judgment, and no Partner shall have any claim against the Partnership, the General Partner or any other Partners as a result of any adjustment made as set forth above. This Section 5.8(e) applies to all Partners, including Withdrawn Partners.

It is agreed and acknowledged that this Section 5.8(e) is an agreement among the Partners and in no way modifies the obligations of each Partner regarding the Clawback Amount as provided in the BREP IX Agreements.

Section 5.9. Business Expenses. The Partnership shall reimburse the Partners for reasonable travel, entertainment and miscellaneous expenses incurred by them in the conduct of the Partnership’s business in accordance with rules and regulations established by the General Partner from time to time.



## Section 5.10. Tax Capital Accounts; Tax Allocations

(a) For U.S. federal income tax purposes, there shall be established for each Partner a single capital account combining such Partner’s Capital Commitment Capital Account and GP-Related Capital Account, with such adjustments as the General Partner determines are appropriate so that such single capital account is maintained in compliance with the principles and requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.

(b) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code or other applicable law. In the event there is a net decrease in partnership minimum gain or partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable year of the Partnership, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to its respective share of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). In addition, this Agreement shall be considered to contain a “qualified income offset” as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Notwithstanding the foregoing, the General Partner in its sole discretion shall make allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Partners within the meaning of the Code and the Treasury Regulations.

(c) For U.S. federal, state and local income tax purposes only, Partnership income, gain, loss, deduction or expense (or any item thereof) for each Fiscal Year shall be allocated to and among the Partners in a manner corresponding to the manner in which corresponding items are allocated among the Partners pursuant to the other provisions of this Section 5.10; provided, that the General Partner may in its sole discretion make such allocations for tax purposes as it determines are appropriate so that allocations have substantial economic effect or are in accordance with the interests of the Partners, within the meaning of the Code and the Treasury Regulations thereunder. To the extent there is an adjustment by a taxing authority to any item of income, gain, loss, deduction or credit of the Partnership (or an adjustment to any Partner’s distributive share thereof), the General Partner may reallocate the adjusted items among each Partner or former Partner (as determined by the General Partner) in accordance with the final resolution of such audit adjustment.



# ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS;
SATISFACTION AND DISCHARGE OF
PARTNERSHIP INTERESTS; TERMINATION

## Section 6.1. Additional Partners.

(a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner's participation in the Partnership, including the additional Partner's initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a "Nonvoting Special Partner"). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner's Investor Note issued to finance such Limited Partner's purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner's Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

(b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners' GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners' Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. Notwithstanding any provision in this Agreement to the contrary, the General Partner is authorized, without the need for any further act, vote or consent of any person, to make adjustments to the GP-Related Profit Sharing Percentages as it determines necessary in its sole discretion in connection with any additional Partners admitted to the Partnership, adjustments with respect to other Partners of the Partnership and to give effect to other matters set forth herein, as applicable.



(c) An additional Partner shall be required to contribute to the Partnership his or her pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Section 4.1 and Section 7.1.

(d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of this Agreement by such additional Partner, or (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, if determined by the General Partner, and/or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become an additional Partner and to be bound by the terms of this Agreement and such writing being acceptable to the General Partner on behalf of the Partnership. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement that is acceptable to the General Partner on behalf of the Partnership.

## Section 6.2. Withdrawal of Partners.

(a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days' prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner's GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner's Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner's Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner's GP-Related Partner Interest.

(b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein.

(c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability.



(d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail.

(e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

## Section 6.3. GP-Related Partner Interests Not Transferable.

(a) No Partner may sell, assign, pledge, grant a security interest over or otherwise transfer or encumber all or any portion of such Partner’s GP-Related Partner Interest other than as permitted by written agreement between such Partner and the Partnership; provided, that this Section 6.3 shall not impair transfers by operation of law, transfers by will or by other testamentary instrument occurring by virtue of the death or dissolution of a Partner, or transfers required by trust agreements; provided further, that, subject to the prior written consent of the General Partner, which shall not be unreasonably withheld, a Limited Partner may transfer, for estate planning purposes, up to 25% of his or her GP-Related Profit Sharing Percentage to any estate planning trust, limited partnership or limited liability company with respect to which a Limited Partner controls investments related to any interest in the Partnership held therein (an “Estate Planning Vehicle”). Each Estate Planning Vehicle will be a Nonvoting Special Partner. Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership (including the obligation to make additional GP-Related Capital Contributions), as the case may be. The General Partner may at its sole option exercise a at any time require any Estate Planning Vehicle to Withdraw from the Partnership on the terms of this Article VI. Except as provided in the second proviso to the first sentence of this Section 6.3, no assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Partner’s GP-Related Partner Interest shall have any right to be a Partner without the prior written consent of the General Partner (which consent may be given or withheld in its sole discretion without giving any reason therefor). Notwithstanding the granting of a security interest in the entire Interest of any Partner, such Partner shall continue to be a Partner of the Partnership.



(b) Notwithstanding any provision hereof to the contrary, no sale or transfer of any GP-Related Partner Interest in the Partnership may be made except in compliance with all federal, state and other applicable laws, including U.S. federal and state securities laws.

Section 6.4. Consequences upon Withdrawal of a Partner. (a) Subject to the Partnership Act, the General Partner may not transfer or assign its interest as a General Partner in the Partnership or its right to manage the affairs of the Partnership, except that the General Partner may, subject to the Partnership Act, with the prior written approval of a Majority in Interest of the Partners, admit another person as an additional or substitute General Partner who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise); provided however, that the General Partner may, in its sole discretion, transfer all or part of its interest in the Partnership to a person who makes such representations with respect to itself as the General Partner deems necessary or appropriate (with regard to compliance with applicable law or otherwise) and who owns, directly or indirectly, the principal part of the business then conducted by the General Partner in connection with any liquidation, dissolution or reorganization of the General Partner, and, upon the assumption by such person of liability for all the obligations of the General Partner under this Agreement, such person shall be admitted as the General Partner. A person who is so admitted as an additional or substitute General Partner shall thereby become a General Partner and shall have the right to manage the affairs of the Partnership and to vote as a Partner to the extent of the interest in the Partnership so acquired. The General Partner shall not cease to be the general partner of the Partnership upon the collateral assignment of or the pledging or granting of a security interest in its entire Interest in the Partnership.

(b) Except as contemplated by Section 6.4(a) above, Withdrawal by a General Partner is not permitted. The Withdrawal of a Partner shall not dissolve the Partnership if at the time of such Withdrawal there are one or more remaining Partners and any one or more of such remaining Partners continue the business of the Partnership (any and all such remaining Partners being hereby authorized to continue the business of the Partnership without dissolution and hereby agreeing to do so). Notwithstanding Section 6.4(c), if upon the Withdrawal of a Partner there shall be no remaining Limited Partners, the Partnership shall be dissolved and shall be wound up unless, within 90 days after the occurrence of such Withdrawal, all remaining Special Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such Withdrawal, of one or more Limited Partners.

(c) The Partnership shall not be dissolved, in and of itself, by the Withdrawal of any Partner, but shall continue with the surviving or remaining Partners as partners thereof in accordance with and subject to the terms and provisions of this Agreement.

Section 6.5. Satisfaction and Discharge of a Withdrawn Partner’s GP-Related Partner Interests.

(a) The terms of this Section 6.5 shall apply to the GP-Related Partner Interest of a Withdrawn Partner, but, except as otherwise expressly provided in this Section 6.5, shall not apply to the Capital Commitment Partner Interest of a Withdrawn Partner. For purposes of this Section 6.5, the term “Settlement Date” means the date as of which a Withdrawn Partner’s GP-Related Partner Interest in the Partnership is settled as determined under paragraph (b) below.



Notwithstanding the foregoing, any Limited Partner who Withdrawn from the Partnership, and all or any portion of whose GP-Related Partner Interest is retained as a Special Partner, shall be considered a Withdrawn Partner for all purposes hereof.

(b) Except where a later date for the settlement of a Withdrawn Partner’s GP-Related Partner Interest in the Partnership may be agreed to by the General Partner and a Withdrawn Partner, a Withdrawn Partner’s Settlement Date shall be his or her Withdrawal Date; provided, that if a Withdrawn Partner’s Withdrawal Date is not the last day of a month, then the General Partner may elect for such Withdrawn Partner’s Settlement Date to be the last day of the month in which his or her Withdrawal Date occurs. During the interval, if any, between a Withdrawn Partner’s Withdrawal Date and Settlement Date, such Withdrawn Partner shall have the same rights and obligations with respect to GP-Related Capital Contributions, interest on capital, allocations of GP-Related Net Income (Loss) and distributions as would have applied had such Withdrawn Partner remained a Partner of the Partnership during such period.

(c) In the event of the Withdrawal of a Partner, with respect to such Withdrawn Partner’s GP-Related Partner Interest, the General Partner shall promptly after such Withdrawn Partner’s Settlement Date (i) determine and allocate to the Withdrawn Partner’s GP-Related Capital Accounts such Withdrawn Partner’s allocable share of the GP-Related Net Income (Loss) of the Partnership for the period ending on such Settlement Date in accordance with Article V and (ii) credit the Withdrawn Partner’s GP-Related Capital Accounts with interest in accordance with Section 5.2. In making the foregoing calculations, the General Partner shall be entitled to establish such reserves (including reserves for taxes, bad debts, unrealized losses, actual or threatened litigation or any other expenses, contingencies or obligations) as it deems appropriate. Unless otherwise determined by the General Partner in a particular case, a Withdrawn Partner shall not be entitled to receive any GP-Related Unallocated Percentage in respect of the accounting period during which such Partner Withdraws from the Partnership (whether or not previously awarded or allocated) or any GP-Related Unallocated Percentage in respect of prior accounting periods that have not been paid or allocated (whether or not previously awarded) as of such Withdrawn Partner’s Withdrawal Date.

(d) From and after the Settlement Date of the Withdrawn Partner, the Withdrawn Partner’s GP-Related Profit Sharing Percentages shall, unless otherwise allocated by the General Partner pursuant to Section 5.3(a), be deemed to be GP-Related Unallocated Percentages (except for GP-Related Profit Sharing Percentages with respect to GP-Related Investments as provided in paragraph (f) below).

(e) (i) Upon the Withdrawal from the Partnership of a Partner with respect to such Partner’s GP-Related Partner Interest, such Withdrawn Partner thereafter shall not, except as expressly provided in this Section 6.5, have any rights of a Partner (including voting rights) with respect to such Partner’s GP-Related Partner Interest, and, except as expressly provided in this Section 6.5, such Withdrawn Partner shall not have any interest in the Partnership’s GP-Related Net Income (Loss), or in distributions related to such Partner’s GP-Related Partner Interest, GP-Related Investments or other assets related to such Partner’s GP-Related Partner Interest. If a Partner Withdraws from the Partnership with respect to such Partner’s GP-Related Partner Interest for any reason other than for Cause pursuant to Section 6.2, then the Withdrawn Partner shall be entitled to receive, at the time or times specified in Section 6.5(i) below, in



satisfaction and discharge in full of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership, (x) payment equal to the aggregate credit balance, if any, as of the Settlement Date of the Withdrawn Partner’s GP-Related Capital Accounts, (excluding any GP-Related Capital Account or portion thereof attributable to any GP-Related Investment) and (y) the Withdrawn Partner’s percentage interest attributable to each GP-Related Investment in which the Withdrawn Partner has an interest as of the Settlement Date as provided in paragraph (f) below (which shall be settled in accordance with paragraph (f) below), subject to all the terms and conditions of paragraphs (a)-(r) of this Section 6.5. If the amount determined pursuant to clause (x) above is an aggregate negative balance, the Withdrawn Partner shall pay the amount thereof to the Partnership upon demand by the General Partner on or after the date of the statement referred to in Section 6.5(i) below; provided, that if the Withdrawn Partner was solely a Special Partner on his or her Withdrawal Date, such payment shall be required only to the extent of any amounts payable to such Withdrawn Partner pursuant to this Section 6.5. Any aggregate negative balance in the GP-Related Capital Accounts of a Withdrawn Partner who was solely a Special Partner, upon the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, shall be allocated among the other Partners’ GP-Related Capital Accounts in accordance with their respective GP-Related Profit Sharing Percentages in the categories of GP-Related Net Income (Loss) giving rise to such negative balance as determined by the General Partner as of such Withdrawn Partner’s Settlement Date. In the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership, no value shall be ascribed to goodwill, the Partnership name or the anticipation of any value the Partnership or any successor thereto might have in the event the Partnership or any interest therein were to be sold in whole or in part.

(ii) Notwithstanding clause (i) of this Section 6.5(e), in the case of a Partner whose Withdrawal with respect to such Partner’s GP-Related Partner Interest resulted from such Partner’s death or Incompetence, such Partner’s estate or legal representative, as the case may be, may elect, at the time described below, to receive a Nonvoting Special Partner GP-Related Partner Interest and retain such Partner’s GP-Related Profit Sharing Percentage in all (but not less than all) illiquid investments of the Partnership in lieu of a cash payment (or Investor Note) in settlement of that portion of the Withdrawn Partner’s GP-Related Partner Interest. The election referred to above shall be made within 60 days after the Withdrawn Partner’s Settlement Date, based on a statement of the settlement of such Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5.

(f) For purposes of clause (y) of paragraph (e)(i) above, a Withdrawn Partner’s “percentage interest” means his or her GP-Related Profit Sharing Percentage as of the Settlement Date in the relevant GP-Related Investment. The Withdrawn Partner shall retain his or her percentage interest in such GP-Related Investment and shall retain his or her GP-Related Capital Account or portion thereof attributable to such GP-Related Investment, in which case such Withdrawn Partner (a “Retaining Withdrawn Partner”) shall become and remain a Special Partner for such purpose (and, if the General Partner so designates, such Special Partner shall be a Nonvoting Special Partner). The GP-Related Partner Interest of a Retaining Withdrawn Partner pursuant to this paragraph (f) shall be subject to the terms and conditions applicable to GP-Related Partner Interests of any kind hereunder and such other terms and conditions as are established by the General Partner. At the option of the General Partner in its sole discretion, the



General Partner and the Retaining Withdrawn Partner may agree to have the Partnership acquire such GP-Related Partner Interest without the approval of the other Partners; provided, that the General Partner shall reflect in the books and records of the Partnership the terms of any acquisition pursuant to this sentence.

(g) The General Partner may elect, in lieu of payment in cash of any amount payable to a Withdrawn Partner pursuant to paragraph (e) above, to (i) have the Partnership issue to the Withdrawn Partner a subordinated promissory note and/or to (ii) distribute in kind to the Withdrawn Partner such Withdrawn Partner's pro rata share (as determined by the General Partner) of any securities or other investments of the Partnership in relation to such Partner's GP-Related Partner Interest. If any securities or other investments are distributed in kind to a Withdrawn Partner under this paragraph (g), the amount described in clause (x) of paragraph (e)(i) shall be reduced by the value of such distribution as valued on the latest balance sheet of the Partnership in accordance with generally accepted accounting principles or, if not appearing on such balance sheet, as reasonably determined by the General Partner.

## (h) [Intentionally omitted.]

(i) Within 120 days after each Settlement Date, the General Partner shall submit to the Withdrawn Partner a statement of the settlement of such Withdrawn Partner's GP-Related Partner Interest in the Partnership pursuant to this Section 6.5 together with any cash payment, subordinated promissory note and in kind distributions to be made to such Partner as shall be determined by the General Partner. The General Partner shall submit to the Withdrawn Partner supplemental statements with respect to additional amounts payable to or by the Withdrawn Partner in respect of the settlement of his or her GP-Related Partner Interest in the Partnership (e.g., payments in respect of GP-Related Investments pursuant to paragraph (f) above or adjustments to reserves pursuant to paragraph (j) below) promptly after such amounts are determined by the General Partner. To the fullest extent permitted by law, such statements and the valuations on which they are based shall be accepted by the Withdrawn Partner without examination of the accounting books and records of the Partnership or other inquiry. Any amounts payable by the Partnership to a Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment or provision for payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to the applicable date of payment or distribution; provided, that such Withdrawn Partner shall otherwise rank pari passu in right of payment (x) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year before the Withdrawal Date of the Withdrawn Partner in question and (y) with all persons who become Withdrawn Partners and whose Withdrawal Date is within one year after the Withdrawal Date of the Withdrawn Partner in question.

(j) If the aggregate reserves established by the General Partner as of the Settlement Date in making the foregoing calculations should prove, in the determination of the General Partner, to be excessive or inadequate, the General Partner may elect, but shall not be obligated, to pay the Withdrawn Partner or his or her estate such excess, or to charge the Withdrawn Partner or his or her estate such deficiency, as the case may be.



(k) Any amounts owed by the Withdrawn Partner to the Partnership at any time on or after the Settlement Date (e.g., outstanding Partnership loans or advances to such Withdrawn Partner) shall be offset against any amounts payable or distributable by the Partnership to the Withdrawn Partner at any time on or after the Settlement Date or shall be paid by the Withdrawn Partner to the Partnership, in each case as determined by the General Partner. All cash amounts payable by a Withdrawn Partner to the Partnership under this Section 6.5 shall bear interest from the due date to the date of payment at a floating rate equal to the lesser of (x) the Prime Rate or (y) the maximum rate of interest permitted by applicable law. The “due date” of amounts payable by a Withdrawn Partner pursuant to Section 6.5(i) above shall be 120 days after a Withdrawn Partner’s Settlement Date. The “due date” of amounts payable to or by a Withdrawn Partner in respect of GP-Related Investments for which the Withdrawn Partner has retained a percentage interest in accordance with paragraph (f) above shall be 120 days after realization with respect to such GP-Related Investment. The “due date” of any other amounts payable by a Withdrawn Partner shall be 60 days after the date such amounts are determined to be payable.

(I) At the time of the settlement of any Withdrawn Partner’s GP-Related Partner Interest in the Partnership pursuant to this Section 6.5, the General Partner may, to the fullest extent permitted by applicable law, impose any restrictions it deems appropriate on the assignment, pledge, grant of a security interest, encumbrance or other transfer by such Withdrawn Partner of any interest in any GP-Related Investment retained by such Withdrawn Partner, any securities or other investments distributed in kind to such Withdrawn Partner or such Withdrawn Partner’s right to any payment from the Partnership.

(m) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest for Cause pursuant to Section 6.2(d), then his or her GP-Related Partner Interest shall be settled in accordance with paragraphs (a)-(r) of this Section 6.5; provided, that the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) In settling the Withdrawn Partner’s interest in any GP-Related Investment in which he or she has an interest as of his or her Settlement Date, the General Partner may elect to (A) determine the GP-Related Unrealized Net Income (Loss) attributable to each such GP-Related Investment as of the Settlement Date and allocate to the appropriate GP-Related Capital Account of the Withdrawn Partner his or her allocable share of such GP-Related Unrealized Net Income (Loss) for purposes of calculating the aggregate balance of such Withdrawn Partner’s GP-Related Capital Account pursuant to clause (x) of paragraph (e)(i) above, (B) credit or debit, as applicable, the Withdrawn Partner with the balance of his or her GP-Related Capital Account or portion thereof attributable to each such GP-Related Investment as of his or her Settlement Date without giving effect to the GP-Related Unrealized Net Income (Loss) from such GP-Related Investment as of his or her Settlement Date, which shall be forfeited by the Withdrawn Partner or (C) apply the provisions of paragraph (f) above; provided, that the maximum amount of GP-Related Net Income (Loss) allocable to such Withdrawn Partner with respect to any GP-Related Investment shall equal such Partner’s percentage interest of the GP-Related Unrealized Net Income, if any, attributable to such GP-Related Investment as of the Settlement Date (the balance of such GP-Related Net Income (Loss), if any, shall be allocated as determined by the General Partner). The Withdrawn Partner shall not have any continuing interest in any GP-Related Investment to the extent an election is made pursuant to (A) or (B) above.



(ii) Any amounts payable by the Partnership to the Withdrawn Partner pursuant to this Section 6.5 shall be subordinate in right of payment and subject to the prior payment in full of claims of all present or future creditors of the Partnership or any successor thereto arising out of matters occurring prior to or on or after the applicable date of payment or distribution.

(n) The payments to a Withdrawn Partner pursuant to this Section 6.5 may be conditioned on the compliance by such Withdrawn Partner with any lawful and reasonable (under the circumstances) restrictions against engaging or investing in a business competitive with that of the Partnership or any of its subsidiaries and Affiliates for a period not exceeding two years determined by the General Partner. Upon written notice to the General Partner, any Withdrawn Partner who is subject to noncompetition restrictions established by the General Partner pursuant to this paragraph (n) may elect to forfeit the principal amount payable in the final installment of his or her subordinated promissory note, together with interest to be accrued on such installment after the date of forfeiture, in lieu of being bound by such restrictions.

(o) In addition to the foregoing, the General Partner shall have the right to pay a Withdrawn Partner (other than the General Partner) a discretionary additional payment in an amount and based upon such circumstances and conditions as it determines to be relevant.

(p) The provisions of this Section 6.5 shall apply to any Investor Special Partner relating to a Limited Partner or Special Partner and to any transferee of any GP-Related Partner Interest of such Partner pursuant to Section 6.3 if such Partner Withdraws from the Partnership.

(q) (i) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s GP-Related Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(ii) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(r) Each Partner (other than the General Partner) hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents



and certificates which the General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 6.5, including, without limitation, the performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.

Section 6.6. Dissolution of the Partnership. The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days' notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners' respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

Section 6.7. Certain Tax Matters. (a) The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

(b) The General Partner shall cause to be prepared all federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several States and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he or she shall not, unless he or she provides prior notice of such action to the Partnership, (i) treat, on his or her individual income tax returns, any item of income, gain, loss, deduction or credit relating to his or her interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such Partner for use in preparing his or her income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Tax Matters Partner (as defined below) shall be authorized to act for, and his or her decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Tax Matters Partner in connection therewith (including, without limitation, attorneys', accountants' and other experts' fees and disbursements) shall be expenses of the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he or she provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the



Partnership or the Tax Matters Partner arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Tax Matters Partner or with respect to any such amended return or claim for refund filed by the Partnership or the Tax Matters Partner or in any such administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner. The Partnership and each Partner hereby designate any Partner selected by the General Partner as the “partnership representative” (as defined under the Code) (the “Tax Matters Partner”). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 6.7 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation.

(c) Each individual Partner shall provide to the Partnership copies of each federal, state and local income tax return of such Partner (including any amendment thereof) within 30 days after filing such return.

(d) To the extent the General Partner reasonably determines that the Partnership (or any entity in which the Partnership holds an interest) is or may be required by law to withhold or to make tax payments, including interest and penalties on such amounts, on behalf of or with respect to any Partner, including pursuant to Section 6225 of the Code (“Tax Advances”), the General Partner may withhold or escrow such amounts or make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds upon dissolution of the Partnership otherwise payable to such Partner. Whenever the General Partner selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions (whether before or upon dissolution of the Partnership) unreduced by the amount of such Tax Advance. To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner. The obligations of a Partner set forth in this Section 6.7(d) shall survive the Withdrawal of any Partner from the Partnership or any Transfer of a Partner’s interest.

Section 6.8. Special Basis Adjustments. In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.



# CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

Section 7.1. Capital Commitment Interests, etc.

(a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Partner Interests and the Capital Commitment BREP IX Interest and matters related to the Capital Commitment Partner Interests and the Capital Commitment BREP IX Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Partner Interests or the GP-Related BREP IX Interest.

(b) Each Partner, severally, agrees to make contributions of capital to the Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the Partnership’s capital contributions to BREP IX or Associates IX, in respect of the Capital Commitment BREP IX Interest, if any, and the related Capital Commitment BREP IX Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Partner shall be obligated to make Capital Commitment-Related Capital Contributions to the Partnership in an amount in excess of such Partner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements, if any, of the Partners may include provisions with respect to the foregoing matters. It is understood that a Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Partnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Partner shall be evidenced by receipt by the Partnership of funds equal to such Partner’s Capital Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the General Partner may submit to the Partners from time to time.

(c) The Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment-Related Capital Contributions due to the Partnership from such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Partner shall pay interest to the Advancing Party on each Firm Advance from the date of such Firm Advance until the repayment thereof by such Partner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Partnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate



applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Partner of such rate upon such Partner's request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

## Section 7.2. Capital Commitment Capital Accounts

(a) There shall be established for each Partner in the books of the Partnership as of the date of formation of the Partnership, or such later date on which such Partner is admitted to the Partnership, and on each such other date as such Partner first acquires a Capital Commitment Interest in a particular Capital Commitment Investment, a Capital Commitment Capital Account for each Capital Commitment Investment in which such Partner acquires a Capital Commitment Interest on such date. Each Capital Commitment-Related Capital Contribution of a Partner shall be credited to the appropriate Capital Commitment Capital Account of such Partner on the date such Capital Commitment-Related Capital Contribution is paid to the Partnership. Capital Commitment Capital Accounts shall be adjusted to reflect any transfer of a Partner's interest in the Partnership related to his or her Capital Commitment Partner Interest as provided in this Agreement.

(b) A Partner shall not have any obligation to the Partnership or to any other Partner to restore any negative balance in the Capital Commitment Capital Account of such Partner. Until distribution of any such Partner's interest in the Partnership with respect to a Capital Commitment Interest as a result of the disposition by the Partnership of the related Capital Commitment Investment and in whole upon the dissolution of the Partnership, neither such Partner's Capital Commitment Capital Accounts nor any part thereof shall be subject to withdrawal or redemption except with the consent of the General Partner.

## Section 7.3. Allocations

(a) Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners (including the General Partner) participating in such Capital Commitment Investment in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment. Capital Commitment Net Income (Loss) on any Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion which such Partner's aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; provided, that if any Partner makes the election provided for in Section 7.6, Capital Commitment Net Income (Loss) of the Partnership for each Capital Commitment Investment shall be allocated to the related Capital Commitment Capital Accounts of all the Partners participating in such Capital Commitment Investment who do not make such election in proportion to their respective Capital Commitment Profit Sharing Percentages for such Capital Commitment Investment.



(b) Any special costs relating to distributions pursuant to Section 7.6 or Section 7.7 shall be specially allocated to the electing Partner.

(c) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

## Section 7.4. Distributions.

(a) Each Partner’s allocable portion of Capital Commitment Net Income received from his or her Capital Commitment Investments, distributions to such Partner that constitute returns of capital, and other Capital Commitment Net Income of the Partnership (including, without limitation, Capital Commitment Net Income attributable to Unallocated Capital Commitment Interests) during a Fiscal Year of the Partnership will be credited to payment of the Investor Notes to the extent required below as of the last day of such Fiscal Year (or on such earlier date as related distributions are made in the sole discretion of the General Partner) with any cash amount distributable to such Partner pursuant to clauses (ii) and (vii) below to be distributed within 45 days after the end of each Fiscal Year of the Partnership (or in each case on such earlier date as selected by the General Partner in its sole discretion) as follows (subject to Section 7.4(c) below):

(i) First, to the payment of interest then due on all Investor Notes (relating to Capital Commitment Investments or otherwise) of such Partner (to the extent Capital Commitment Net Income and distributions or payments from Other Sources do not equal or exceed all interest payments due, the selection of those of such Partner’s Investor Notes upon which interest is to be paid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor);

(ii) Second, to distribution to the Partner of an amount equal to the U.S. federal, state and local income taxes on income of the Partnership allocated to such Partner for such year in respect of such Partner’s Capital Commitment Partner Interest (the aggregate amount of any such distribution shall be determined by the General Partner, subject to the limitation that the minimum aggregate amount of such distribution be the tax that would be payable if the taxable income of the Partnership related to all Partners’ Capital Commitment Partner Interests were all allocated to an individual subject to the then-prevailing maximum rate of U.S. federal, New York State and New York City taxes (including, without limitation, taxes imposed under Section 1411 of the Code), taking into account the character of such taxable income allocated by the Partnership and the limitations on deductibility of expenses and other items for U.S. federal income tax purposes); provided, that additional amounts shall be paid to the Partner pursuant to this clause (ii) to the extent that such amount reduces the amount otherwise distributable to the Partner pursuant to a comparable provision in any other BE Agreement and there are not sufficient amounts to fully satisfy such provision from the relevant partnership or other



entity; provided further, that amounts paid pursuant to the provisions in such other BE Agreements comparable to the immediately preceding proviso shall reduce those amounts otherwise distributable to the Partner pursuant to provisions in such other BE Agreements that are comparable to this clause (ii);

(iii) Third, to the payment in full of the principal amount of the Investor Note financing (A) any Capital Commitment Investment disposed of during or prior to such Fiscal Year or (B) any BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year, to the extent not repaid from Other Sources;

(iv) Fourth, to the return to such Partner of (A) all Capital Commitment-Related Capital Contributions made in respect of the Capital Commitment Interest to which any Capital Commitment Investment disposed of during or prior to such Fiscal Year relates or (B) all capital contributions made to any Blackstone Entity (other than the Partnership) in respect of interests therein relating to BE Investments (other than Capital Commitment Investments) disposed of during or prior to such Fiscal Year (including all principal paid on the related Investor Notes), to the extent not repaid from amounts of Other Sources (other than amounts of Capital Commitment Partner Carried Interest);

(v) Fifth, to the payment of principal (including any previously deferred amounts) then owing under all other Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid and the division of payments among such Investor Notes to be determined by the Lender or Guarantor;

(vi) Sixth, up to 50% of any Capital Commitment Net Income remaining after application pursuant to clauses (i) through (v) above shall be applied pro rata to prepayment of principal of all remaining Investor Notes of such Partner (including those unrelated to the Partnership), the selection of those of such Partner’s Investor Notes to be repaid, the division of payments among such Investor Notes and the percentage of remaining Capital Commitment Net Income to be applied thereto to be determined by the Lender or Guarantor; and

(vii) Seventh, to such Partner to the extent of any amount of Capital Commitment Net Income remaining after making the distributions in clauses (i) through (vi) above, and such amount is not otherwise required to be applied to Investor Notes pursuant to the terms thereof.

To the extent there is a partial disposition of a Capital Commitment Investment or any other BE Investment, as applicable, the payments in clauses (iii) and (iv) above shall be based on that portion of the Capital Commitment Investment or other BE Investment, as applicable, disposed of, and the principal amount and related interest payments of such Investor Note shall be adjusted to reflect such partial payment so that there are equal payments over the remaining term of the related Investor Note. For a Partner who is no longer an employee or officer of Holdings or an Affiliate thereof, distributions shall be made pursuant to clauses (i) through (iii) above, and then, unless the Partnership or its Affiliate has exercised its rights pursuant to Section 8.1 hereof, any remaining income or other distribution in respect of such Partner's Capital Commitment Partner Interest shall be applied to the prepayment of the outstanding Investor Notes of such Partner, until all such Partner's Investor Notes have been repaid in full, with any such income or other distribution remaining thereafter distributed to such Partner.



Distributions of Capital Commitment Net Income may be made at any other time at the discretion of the General Partner. At the General Partner’s discretion, any amounts distributed to a Partner in respect of such Partner’s Capital Commitment Partner Interest will be net of any interest and principal payable on his or her Investor Notes for the full period in respect of which the distribution is made.

## (b) [Intentionally omitted.]

(c) To the extent that the foregoing Partnership distributions and distributions and payments from Other Sources are insufficient to satisfy any principal and/or interest due on Investor Notes, and to the extent that the General Partner in its sole discretion elects to apply this paragraph (c) to any individual payments due, such unpaid interest will be added to the remaining principal amount of such Investor Notes and shall be payable on the next scheduled principal payment date (along with any deferred principal and any principal and interest due on such date); provided, that such deferral shall not apply to a Partner that is no longer an employee or officer of Holdings or its Affiliates. All unpaid interest on such Investor Notes shall accrue interest at the interest rate then in effect for such Investor Notes.

## (d) [Intentionally omitted.]

(e) The Capital Commitment Capital Account of each Partner shall be reduced by the amount of any distribution to such Partner pursuant to Section 7.4(a).

(f) At any time that a sale, exchange, transfer or other disposition of a portion of a Capital Commitment Investment is being considered by the Partnership or BREP IX (a “Capital Commitment Disposable Investment”), at the election of the General Partner each Partner’s Capital Commitment Interest with respect to such Capital Commitment Investment shall be vertically divided into two separate Capital Commitment Interests, a Capital Commitment Interest attributable to the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class B Interest”), and a Capital Commitment Interest attributable to such Capital Commitment Investment excluding the Capital Commitment Disposable Investment (a Partner’s “Capital Commitment Class A Interest”). Distributions (including those resulting from a direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class B Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class B Interests, and distributions (including those resulting from the direct or indirect sale, transfer, exchange or other disposition by the Partnership) relating to a Capital Commitment Investment excluding such Capital Commitment Disposable Investment shall be made only to holders of Capital Commitment Class A Interests with respect to such Capital Commitment Investment in accordance with their respective Capital Commitment Profit Sharing Percentages relating to such Capital Commitment Class A Interests.



(g) (i) If (x) the Partnership is obligated under the Giveback Provisions to contribute a Giveback Amount to BREP IX in respect of any Capital Commitment BREP IX Interest that may be held by the Partnership or (y) Associates IX is obligated under the Giveback Provisions to contribute to BREP IX a Giveback Amount with respect to any Capital Commitment BREP IX Interest that may be held by Associates IX and the Partnership is obligated to contribute any such amount to Associates IX in respect of the Partnership’s Capital Commitment Associates IX Partner Interest (the amount of any such obligation of the Partnership with respect to such a Giveback Amount in the case of either (x) or (y) being herein called a “Capital Commitment Giveback Amount”), the General Partner shall call for such amounts as are necessary to satisfy such obligation of the Partnership as determined by the General Partner, in which case, each Partner and Withdrawn Partner shall contribute to the Partnership, in cash, when and as called by the General Partner, such an amount of prior distributions by the Partnership with respect to the Capital Commitment BREP IX Interest (the “Capital Commitment Recontribution Amount”) which equals such Partner’s pro rata share of prior distributions in connection with (a) the Capital Commitment BREP IX Investment giving rise to the Capital Commitment Giveback Amount, (b) if the amounts contributed pursuant to clause (a) above are insufficient to satisfy such Capital Commitment Giveback Amount, Capital Commitment BREP IX Investments other than the one giving rise to such obligation, and (c) if the Capital Commitment Giveback Amount pursuant to the applicable BREP IX Agreement is unrelated to a specific Capital Commitment BREP IX Investment, all Capital Commitment BREP IX Investments. Each Partner shall promptly contribute to the Partnership upon notice thereof such Partner’s Capital Commitment Recontribution Amount. Prior to such time, the General Partner may, at the General Partner’s discretion (but shall be under no obligation to), provide notice that in the General Partner’s judgment, the potential obligations in respect of the Capital Commitment Giveback Amount will probably materialize (and an estimate of the aggregate amount of such obligations).

(ii) (A) In the event any Partner (a “Capital Commitment Defaulting Party”) fails to reconstitute all or any portion of such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount for any reason, the General Partner shall require all other Partners and Withdrawn Partners to contribute, on a pro rata basis (based on each of their respective Capital Commitment Profit Sharing Percentages), such amounts as are necessary to fulfill the Capital Commitment Defaulting Party’s obligation to pay such Capital Commitment Defaulting Party’s Capital Commitment Recontribution Amount (a “Capital Commitment Deficiency Contribution”) if the General Partner determines in its good faith judgment that the Partnership will be unable to collect such amount in cash from such Capital Commitment Defaulting Party for payment of the Capital Commitment Giveback Amount at least 20 Business Days prior to the latest date that the Partnership is permitted to pay the Capital Commitment Giveback Amount; provided, that no Partner shall as a result of such Capital Commitment Deficiency Contribution be required to contribute an amount in excess of 167% of the amount of the Capital Commitment Recontribution Amount initially requested from such Partner in respect of such default. Thereafter, the General Partner shall determine in its good faith judgment that the Partnership should either (1) not attempt to collect such amount in light of the costs associated therewith, the likelihood of recovery and any other factors considered relevant in the good faith judgment of the General Partner or (2) pursue any and all remedies (at law or equity) available to the Partnership against the Capital



Commitment Defaulting Party, the cost of which shall be a Partnership expense to the extent not ultimately reimbursed by the Capital Commitment Defaulting Party. It is agreed that the Partnership shall have the right (effective upon such Capital Commitment Defaulting Party becoming a Capital Commitment Defaulting Party) to set-off as appropriate and apply against such Capital Commitment Defaulting Party's Capital Commitment Reconstruction Amount any amounts otherwise payable to the Capital Commitment Defaulting Party by the Partnership or any Affiliate thereof. Each Partner hereby grants to the General Partner a security interest, effective upon such Partner becoming a Capital Commitment Defaulting Party, in all accounts receivable and other rights to receive payment from the Partnership or any Affiliate of the Partnership and agrees that, upon the effectiveness of such security interest, the General Partner may sell, collect or otherwise realize upon such collateral. In furtherance of the foregoing, each Partner hereby appoints the General Partner as its true and lawful attorney-in-fact with full irrevocable power and authority, in the name of such Partner or in the name of the Partnership, to take any actions which may be necessary to accomplish the intent of the immediately preceding sentence. The General Partner shall be entitled to collect interest on the Capital Commitment Reconstruction Amount of a Capital Commitment Defaulting Party from the date such Capital Commitment Reconstruction Amount was required to be contributed to the Partnership at a rate equal to the Default Interest Rate.

(B) Any Partner’s failure to make a Capital Commitment Deficiency Contribution shall cause such Partner to be a Capital Commitment Defaulting Party with respect to such amount.

(iii) A Partner’s obligation to make contributions to the Partnership under this Section 7.4(g) shall survive the termination of the Partnership.

Section 7.5. Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the General Partner) in accordance with the principles utilized by Associates IX (or any other Affiliate of the Partnership that is a general partner of BREP IX) in valuing investments of BREP IX or, in the case of investments not held by BREP IX, in the good faith judgment of the General Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the General Partner in good faith; provided further, that such value may be adjusted by the General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Partners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct member or partner of a General Partner of the Partnership.



## Section 7.6. Disposition Election

(a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership.

(b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

## Section 7.7. Capital Commitment Special Distribution Election

(a) From time to time during the term of this Agreement, the General Partner may in its sole discretion, upon receipt of a written request from a Partner, distribute to such Partner any portion of its pro rata share of a Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment) (a “Capital Commitment Special Distribution”). Such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Capital Commitment Special Distribution.

(b) No Capital Commitment Special Distributions shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such Capital Commitment Special Distribution.

## ARTICLE VIII

## WITHDRAWAL, ADMISSION OF NEW PARTNERS

## Section 8.1. Partner Withdrawal; Repurchase of Capital Commitment Interests.

(a) Capital Commitment Interests (or a portion thereof) that were financed by Investor Notes will be treated as Non-Contingent for purposes hereof based upon the proportion of (a) the sum of Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to each Capital Commitment Interest and principal payments on the related



Investor Note to (b) the sum of the Capital Commitment-Related Capital Contributions not financed by an Investor Note with respect to such Capital Commitment Interest, the original principal amount of such Investor Note and all deferred amounts of interest which from time to time comprise part of the principal amount of the Investor Note. A Partner may prepay a portion of any outstanding principal on the Investor Notes; provided, that in the event that a Partner prepays all or any portion of the principal amount of the Investor Notes within nine months prior to the date on which such Partner is no longer an employee or officer of Holdings or its Affiliates, the Partnership (or its designee) shall have the right, in its sole discretion, to purchase the Capital Commitment Interest that became Non-Contingent as a result of such prepayment; provided further, that the purchase price for such Capital Commitment Interest shall be determined in accordance with the determination of the purchase price of a Partner's Contingent Capital Commitment Interests as set forth in paragraph (b) below. Prepayments made by a Partner shall apply pro rata against all of such Partner's Investor Notes; provided, that such Partner may request that such prepayments be applied only to Investor Notes related to BE Investments that are related to one or more Blackstone Entities specified by such Partner. Except as expressly provided herein, Capital Commitment Interests that were not financed in any respect with Investor Notes shall be treated as Non-Contingent Capital Commitment Interests.

(b) (i) Upon a Partner ceasing to be an officer or employee of the Partnership or any of its Affiliates, other than as a result of such Partner dying or suffering a Total Disability, such Partner and the Partnership or any other person designated by the General Partner shall each have the right (exercisable by the Withdrawn Partner within 30 days and by the Partnership or its designee(s) within 45 days after such Partner's ceasing to be such an officer or employee) or any time thereafter, upon 30 days' notice, but not the obligation, to require the Partnership (subject to the prior consent of the General Partner, such consent not to be unreasonably withheld or delayed), subject to the Partnership Act, to buy (in the case of exercise of such right by such Withdrawn Partner) or the Withdrawn Partner to sell (in the case of exercise of such right by the Partnership or its designee(s)) all (but not less than all) such Withdrawn Partner's Contingent Capital Commitment Interests.

(ii)The purchase price for each such Contingent Capital Commitment Interest shall be an amount equal to (A) the outstanding principal amount of the related Investor Note plus accrued interest thereon to the date of purchase (such portion of the purchase price to be paid in cash) and (B) an additional amount (the "Adjustment Amount") equal to (x) all interest paid by the Partner on the portion of the principal amount of such Investor Note(s) relating to the portion of the related Capital Commitment Interest remaining Contingent and to be repurchased, plus (y) all Capital Commitment Net Losses allocated to the Withdrawn Partner on such Contingent portion of such Capital Commitment Interest, minus (z) all Capital Commitment Net Income allocated to the Withdrawn Partner on the Contingent portion of such Capital Commitment Interest; provided, that, if the Withdrawn Partner was terminated from employment or his or her position as an officer for Cause, all amounts referred to in clause (x) or (y) of the Adjustment Amount, in the General Partner's sole discretion, may be deemed to equal zero. The Adjustment Amount shall, if positive, be payable by the holders of the purchased Capital Commitment Interests to the Withdrawn Partner from the next Capital Commitment Net Income received by such holders on the Contingent portion of such Withdrawn Partner's Capital Commitment Interests at the time such Capital Commitment Net Income is received. If the Adjustment Amount is negative, it shall be payable to the holders of the purchased Capital



Commitment Interest by the Withdrawn Partner (A) from the next Capital Commitment Net Income on the Non-Contingent portion of the Withdrawn Partner’s Capital Commitment Interests at the time such Capital Commitment Net Income is received by the Withdrawn Partner, or (B) if the Partnership or its designee(s) elect to purchase such Withdrawn Partner’s Non-Contingent Capital Commitment Interests, in cash by the Withdrawn Partner at the time of such purchase; provided, that the Partnership and its Affiliates may offset any amounts otherwise owing to a Withdrawn Partner against any Adjustment Amount owed by such Withdrawn Partner. Until so paid, such remaining Adjustment Amount will not itself bear interest. At the time of such purchase of the Withdrawn Partner’s Contingent Capital Commitment Interests, his or her related Investor Note shall be payable in full.

(iii) Upon such Partner ceasing to be such an officer or employee, all Investor Notes shall become fully recourse to the Withdrawn Partner in his or her individual capacity (whether or not the Withdrawn Partner or the Partnership or its designee(s) exercises the right to require repurchase of the Withdrawn Partner’s Contingent Capital Commitment Interests).

(iv) If neither the Withdrawn Partner nor the Partnership nor its designee(s) exercises the right to require repurchase of such Contingent Capital Commitment Interests, then the Withdrawn Partner shall retain the Contingent portion of his or her Capital Commitment Interests and the Investor Notes shall remain outstanding, shall become fully recourse to the Withdrawn Partner in his or her individual capacity, shall be payable in accordance with their remaining original maturity schedules and shall be prepayable at any time by the Withdrawn Partner at his or her option, and the Partnership shall apply such prepayments against outstanding Investor Notes on a pro rata basis.

(v) To the extent that another Partner purchases a portion of a Capital Commitment Interest of a Withdrawn Partner, the purchasing Partner’s Capital Commitment Capital Account and Capital Commitment Profit Sharing Percentage for such Capital Commitment Investment shall be correspondingly increased.

(c) Upon the occurrence of a Final Event with respect to any Partner, such Partner shall thereupon cease to be a Partner with respect to such Partner’s Capital Commitment Partner Interest. If such a Final Event shall occur, no Successor in Interest to any such Partner shall for any purpose hereof become or be deemed to become a Partner. The sole right, as against the Partnership and the remaining Partners, acquired hereunder by, or resulting hereunder to, a Successor in Interest to any Partner shall be to receive any distributions and allocations with respect to such Partner’s Capital Commitment Partner Interest pursuant to Article VII and this Article VIII (subject to the right of the Partnership to purchase the Capital Commitment Interests of such former Partner pursuant to Section 8.1(b) or Section 8.1(d)), to the extent, at the time, in the manner and in the amount otherwise payable to such Partner had such a Final Event not occurred, and no other right shall be acquired hereunder by, or shall result hereunder to, a Successor in Interest to such Partner, whether by operation of law or otherwise and the Partnership shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder. Until distribution of any such Partner’s interest in the Partnership upon the dissolution of the Partnership as provided in Section 9.2, neither his or her Capital Commitment Capital Accounts nor any part thereof shall



be subject to withdrawal or redemption without the consent of the General Partner. The General Partner shall be entitled to treat any Successor in Interest to such Partner as the only person entitled to receive distributions and allocations hereunder with respect to such Partner’s Capital Commitment Partner Interest.

(d) If a Partner dies or suffers a Total Disability, all Contingent Capital Commitment Interests of such Partner shall be purchased by the Partnership or its designee (within 30 days of the first date on which the Partnership knows or has reason to know of such Partner's death or Total Disability) (and the purchase price for such Contingent Capital Commitment Interests shall be determined in accordance with Section 8.1(b) (except that any Adjustment Amount shall be payable by or to such Partner's estate, personal representative or other Successor in Interest, in cash)), and any Investor Notes financing such Contingent Capital Commitment Interests shall thereupon be prepaid as provided in Section 8.1(b). Upon such Partner's death or Total Disability, any Investor Note(s) financing such Contingent Capital Commitment Interests shall become fully recourse. In addition, in the case of the death or Total Disability of a Partner, if the estate, personal representative or other Successor in Interest of such Partner, so requests in writing within 180 days after the Partner's death or ceasing to be an employee or member (directly or indirectly) of the Partnership or any of its Affiliates by reason of Total Disability (such requests shall not exceed one per calendar year), the Partnership or its designee may but is not obligated to purchase for cash all (but not less than all) Non-Contingent Capital Commitment Interests of such Partner as of the last day of the Partnership's then current Fiscal Year at a price equal to the Capital Commitment Value thereof as of the most recent valuation prior to the date of purchase. Each Partner shall be required to include appropriate provisions in his or her will to reflect such provisions of this Agreement. In addition, the Partnership may, in the sole discretion of the General Partner, upon notice to the estate, personal representative or other Successor in Interest of such Partner, within 30 days of the first date on which the General Partner knows or has reason to know of such Partner's death or Total Disability, determine either (i) to distribute Securities or other property to the estate, personal representative or other Successor in Interest, in exchange for such Non-Contingent Capital Commitment Interests as provided in Section 8.1(e) or (ii) to require sale of such Non-Contingent Capital Commitment Interests to the Partnership or its designee as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion) for an amount in cash equal to the Capital Commitment Value thereof.

(e) In lieu of retaining a Withdrawn Partner as a Partner with respect to any Non-Contingent Capital Commitment Interests, the General Partner may, in its sole discretion, by notice to such Withdrawn Partner within 45 days of his or her ceasing to be an employee or officer of the Partnership or any of its Affiliates, or at any time thereafter, upon 30 days written notice, determine (1) to distribute to such Withdrawn Partner the pro rata portion of the Securities or other property underlying such Withdrawn Partner's Non-Contingent Capital Commitment Interests, subject to any restrictions on distributions associated with the Securities or other property, in satisfaction of his or her Non-Contingent Capital Commitment Interests in the Partnership or (2) to cause, as of the last day of any Fiscal Year of the Partnership (or earlier period, as determined by the General Partner in its sole discretion), the Partnership or another person designated by the General Partner (who may be itself another Partner or another Affiliate of the Partnership) to purchase all (but not less than all) of such Withdrawn Partner's Non-Contingent Capital Commitment Interests for a price equal to the Capital Commitment Value



thereof (determined in good faith by the General Partner as of the most recent valuation prior to the date of purchase). The General Partner shall condition any distribution or purchase of voting Securities pursuant to paragraph (d) above or this paragraph (e) upon the Withdrawn Partner's execution and delivery to the Partnership of an appropriate irrevocable proxy, in favor of the General Partner or its nominee, relating to such Securities.

(f) The Partnership may subsequently transfer any Unallocated Capital Commitment Interest or portion thereof which is purchased by it as described above to any other person approved by the General Partner. In connection with such purchase or transfer or the purchase of a Capital Commitment Interest or portion thereof by the General Partner's designee(s), Holdings may loan all or a portion of the purchase price of the transferred or purchased Capital Commitment Interest to the Partnership, the transferee or the designee-purchaser(s), as applicable (excluding any of the foregoing who is an executive officer of The Blackstone Group Inc. or any Affiliate thereof). To the extent that a Withdrawn Partner's Capital Commitment Interests (or portions thereof) are repurchased by the Partnership and not transferred to or purchased by another person, all or any portion of such repurchased Capital Commitment Interests may, in the sole discretion of the General Partner, (i) be allocated to each Partner already participating in the Capital Commitment Investment to which the repurchased Capital Commitment Interest relates, (ii) be allocated to each Partner in the Partnership, whether or not already participating in such Capital Commitment Investment, and/or (iii) continue to be held by the Partnership itself as an unallocated Capital Commitment Investment (such Capital Commitment Interests being herein called "Unallocated Capital Commitment Interests"). To the extent that a Capital Commitment Interest is allocated to Partners as provided in clause (i) and/or (ii) above, any indebtedness incurred by the Partnership to finance such repurchase shall also be allocated to such Partners. All such Capital Commitment Interests allocated to Partners shall be deemed to be Contingent and shall become Non-Contingent as and to the extent that the principal amount of such related indebtedness is repaid. The Partners receiving such allocations shall be responsible for such related indebtedness only on a nonrecourse basis to the extent appropriate as provided in this Agreement, except as otherwise provided in this Section 8.1 and except as such Partners and the General Partner shall otherwise agree; provided, that such indebtedness shall become fully recourse to the extent and at the time provided in this Section 8.1. If the indebtedness financing such repurchased interests is not to be non-recourse or so limited, the Partnership may require an assumption by the Partners of such indebtedness on the terms thereof as a precondition to allocation of the related Capital Commitment Interests to such Partners; provided, that a Partner shall not, except as set forth in his or her Investor Note(s), be obligated to accept any obligation that is personally recourse (except as provided in this Section 8.1), unless his or her prior consent is obtained. So long as the Partnership itself retains the Unallocated Capital Commitment Interests pursuant to clause (iii) above, such Unallocated Capital Commitment Interests shall belong to the Partnership and any indebtedness financing the Unallocated Capital Commitment Interests shall be an obligation of the Partnership to which all income of the Partnership is subject except as otherwise agreed by the lender of such indebtedness. Any Capital Commitment Net Income (Loss) on an Unallocated Capital Commitment Interest shall be allocated to each Partner in the proportion his or her aggregate Capital Commitment Capital Accounts bear to the aggregate Capital Commitment Capital Accounts of all Partners; debt service on such related financing will be an expense of the Partnership allocable to all Partners in such proportions.



(g) If a Partner is required to Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest for Cause, then his or her Capital Commitment Interest shall be settled in accordance with paragraphs (a)-(f) and (j) of this Section 8.1; provided, that if such Partner was not at any time a direct partner of a General Partner of the Partnership, the General Partner may elect (but shall not be required) to apply any or all the following terms and conditions to such settlement:

(i) purchase for cash all of such Withdrawn Partner’s Non-Contingent Capital Commitment Interests. The purchase price for each such Non-Contingent Capital Commitment Interest shall be the lower of (A) the original cost of such Non-Contingent Capital Commitment Interest or (B) an amount equal to the Capital Commitment Value thereof (determined as of the most recent valuation prior to the date of the purchase of such Non-Contingent Capital Commitment Interest);

(ii) allow the Withdrawn Partner to retain such Non-Contingent Capital Commitment Interests; provided, that the maximum amount of Capital Commitment Net Income allocable to such Withdrawn Partner with respect to any Capital Commitment Investment shall equal the amount of Capital Commitment Net Income that would have been allocated to such Withdrawn Partner if such Capital Commitment Investment had been sold as of the Settlement Date at the then prevailing Capital Commitment Value thereof; or

(iii) in lieu of cash, purchase such Non-Contingent Capital Commitment Interests by providing the Withdrawn Partner with a promissory note in the amount determined in (i) above. Such promissory note shall have a maximum term of ten (10) years with interest at the Federal Funds Rate.

(h) The Partnership will assist a Withdrawn Partner or his or her estate or guardian, as the case may be, in the settlement of the Withdrawn Partner’s Capital Commitment Partner Interest in the Partnership. Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Partner or his or her estate.

(i) The General Partner may reasonably determine in good faith to retain outside professionals to provide the assistance to Withdrawn Partners or their estates or guardians, as referred to above. In such instances, the General Partner will obtain the prior approval of a Withdrawn Partner or his or her estate or guardian, as the case may be, prior to engaging such professionals. If the Withdrawn Partner (or his or her estate or guardian) declines to incur such costs, the General Partner will provide such reasonable assistance as and when it can so as not to interfere with the Partnership’s day-to-day operating, financial, tax and other related responsibilities to the Partnership and the Partners.

(j) Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful agent, representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file, on behalf of such Partner, any and all agreements, instruments, consents, ratifications, documents and certificates which such General Partner deems necessary or advisable in connection with any transaction or matter contemplated by or provided for in this Section 8.1, including, without limitation, the



performance of any obligation of such Partner or the Partnership or the exercise of any right of such Partner or the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the death, disability or incapacity of such Partner.

Section 8.2. Transfer of Partner’s Capital Commitment Interest. Except as otherwise agreed by the General Partner, no Partner or former Partner shall have the right to sell, assign, mortgage, pledge, grant a security interest over, or otherwise dispose of or transfer (“Transfer”) all or part of any such Partner’s Capital Commitment Partner Interest in the Partnership; provided, that this Section 8.2 shall in no way impair (i) Transfers as permitted in Section 8.1 above, in the case of the purchase of a Withdrawn Partner’s or Deceased or Totally Disabled Partner’s Capital Commitment Interests, (ii) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers by a Partner to another Partner of Non-Contingent Capital Commitment Interests, (iii) Transfers with the prior written consent of the General Partner (which consent may be granted or withheld in its sole discretion without giving any reason therefor) and (iv) with the prior written consent of the General Partner, which shall not be unreasonably withheld, Transfers of up to 25% of a Limited Partner’s Capital Commitment Partner Interest to an Estate Planning Vehicle (it being understood that it shall not be unreasonable for the General Partner to condition any Transfer of an Interest pursuant to this clause (iv) on the satisfaction of certain conditions and/or requirements imposed by the General Partner in connection with any such Transfer, including, for example, a requirement that any transferee of an Interest hold such Interest as a passive, non-voting interest in the Partnership). Each Estate Planning Vehicle shall not have voting rights (any such Partner being called a “Nov voting Partner”). Such Partner shall be jointly and severally liable for all obligations of both such Partner and such Novoting Partner with respect to the interest transferred (including the obligation to make additional Capital Commitment-Related Capital Contributions). The General Partner may at its sole option exercisable at any time require such Estate Planning Vehicle to Withdraw from the Partnership on the terms of Section 8.1 and Article VI. No person acquiring an interest in the Partnership pursuant to this Section 8.2 shall become a Partner of the Partnership, or acquire such Partner’s right to participate in the affairs of the Partnership, unless such person shall be admitted as a Partner pursuant to Section 6.1. A Partner shall not cease to be a Partner of the Partnership upon the collateral assignment of, or the pledging or granting of a security interest in, its entire Interest in the Partnership in accordance with the provisions of this Agreement.

Section 8.3. Compliance with Law. Notwithstanding any provision hereof to the contrary, no sale or Transfer of a Capital Commitment Interest in the Partnership may be made except in compliance with all U.S. federal, state and other applicable laws, including U.S. federal and state securities laws.



# ARTICLE IX

## DISSOLUTION

Section 9.1. Dissolution. The Partnership shall be dissolved and subsequently terminated:

(a) pursuant to Section 6.6; or

(b) upon the expiration of the term of the Partnership.

Section 9.2. Final Distribution. Upon the dissolution of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act:

(a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and

(b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

(c) The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Section 9.3. Amounts Reserved Related to Capital Commitment Partner Interests. (a) If there are any Securities or other property or other investments or securities related to the Partners’ Capital Commitment Partner Interests which, in the judgment of the liquidator, cannot be sold, or properly distributed in kind in the case of dissolution, without sacrificing a significant portion of the value thereof, the value of a Partner’s interest in each such Security or other investment or security may be excluded from the amount distributed to the Partners participating in the related Capital Commitment Investment pursuant to Section 9.2(b). Any interest of a Partner, including his or her pro rata interest in any gains, losses or distributions, in Securities or other property or other investments or securities so excluded shall not be paid or distributed until such time as the liquidator shall determine.

(b) If there is any pending transaction, contingent liability or claim by or against the Partnership related to the Partners’ Capital Commitment Partner Interests as to which the interest or obligation of any Partner therein cannot, in the judgment of the liquidator, be then ascertained, the value thereof or probable loss therefrom may be deducted from the amount distributable to such Partner pursuant to Section 9.2(b). No amount shall be paid or charged to any such Partner on account of any such transaction or claim until its final settlement or such



earlier time as the liquidator shall determine. The Partnership may meanwhile retain from other sums due such Partner in respect of such Partner’s Capital Commitment Partner Interest an amount which the liquidator estimates to be sufficient to cover the share of such Partner in any probable loss or liability on account of such transaction or claim.

(c) Upon determination by the liquidator that circumstances no longer require the exclusion of any Securities or other property or retention of sums as provided in paragraphs (a) and (b) of this Section 9.3, the liquidator shall, at the earliest practicable time, distribute as provided in Section 9.2(b) such sums or such Securities or other property or the proceeds realized from the sale of such Securities or other property to each Partner from whom such sums or Securities or other property were withheld.

## ARTICLE X

## MISCELLANEOUS

Section 10.1. Submission to Jurisdiction: Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision as well as any and all disputes arising out of, relating to or in connection with the termination, liquidation or winding up of the Partnership), whether arising during the existence of the Partnership or at or after its termination or during or after the liquidation or winding up of the Partnership, shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A., in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within 30 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. (b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.



(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 10.1, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties' relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 10.1 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 10.1 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the "Delaware Arbitration Act"). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 10.1, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 10.1. In that case, this Section 10.1 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10.1 shall be construed to omit such invalid or unenforceable provision.

Section 10.2. Ownership and Use of the Blackstone Name. The Partnership acknowledges that Blackstone TM L.L.C. (“TM”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154 U.S.A., (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its Affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its partnership name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.



Section 10.3. Written Consent. Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

Section 10.4. Letter Agreements; Schedules. The General Partner may, or may cause the Partnership to, enter or has previously entered, into separate letter agreements with individual Partners, officers or employees with respect to GP-Related Profit Sharing Percentages, Capital Commitment Profit Sharing Percentages, benefits or any other matter, which letter agreements have the effect of establishing rights under, or altering or supplementing, the terms of this Agreement with respect to any such Partner and such matters. The parties hereto agree that any rights established, or any terms of this Agreement altered or supplemented, in any such separate letter agreement, including any Commitment Agreement or SMD Agreement, shall govern solely with respect to such Partner notwithstanding any other provision of this Agreement. The General Partner may from time to time execute and deliver to the Partners schedules which set forth the then current capital balances, GP-Related Profit Sharing Percentages and Capital Commitment Profit Sharing Percentages of the Partners and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever; provided, that this in no way limits the effectiveness of any Commitment Agreement or SMD Agreement.

Section 10.5. Governing Law; Separability of Provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. In particular, the Partnership has been formed pursuant to the Partnership Act, and the rights and liabilities of the Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby.

Section 10.6. Successors and Assigns: Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner's heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Reconstruction Amounts and any Capital Commitment Reconstruction Amounts) of any transferee of all or any portion of such Partner's or Withdrawn Partner's interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Reconstruction Amounts and/or Capital Commitment Reconstruction Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal



representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP IX Agreements, (x) the limited partners in BREP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP IX Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP IX Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP IX Partnership Agreement) unless such amendment does not adversely affect such limited partners' rights under paragraph 9.2.8 of the BREP IX Partnership Agreement.

Section 10.7. Confidentiality. (a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

(b) Nothing in this Agreement shall prohibit or impede any Partner from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a "Governmental Entity"), including, but not limited to, the SEC, FINRA, EEOC or NLRB, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state or local law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Each Partner understands and acknowledges that (a) an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation



of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Moreover, a Partner shall not be required to give prior notice to (or get prior authorization from) Blackstone regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is any Partner authorized to disclose any information covered by Blackstone or its affiliates' attorney-client privilege or attorney work product or Blackstone's trade secrets without the prior written consent of Blackstone.

Section 10.8. Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given by hand delivery (including any courier service) or telecopy to any Partner at its address or telecopy number shown in the Partnership’s books and records or, if given to the General Partner, at the address or telecopy number of the Partnership in New York City. Each such notice shall be effective (i) if given by telecopy, upon dispatch and (ii) if given by hand delivery, when delivered to the address of such Partner, the General Partner or the Partnership specified as aforesaid.

Section 10.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute a single instrument.

Section 10.10. Power of Attorney. Each Partner hereby irrevocably appoints the General Partner as such Partner’s true and lawful representative and attorney-in-fact, each acting alone, in such Partner’s name, place and stead, to make, execute, sign and file all instruments, documents and certificates which, from time to time, may be required to set forth any amendment to this Agreement or may be required by this Agreement or by the laws of the United States of America, the State of Delaware or any other state in which the Partnership shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Partnership. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the subsequent Withdrawal from the Partnership of any Partner for any reason and shall not be affected by the subsequent disability or incapacity of such Partner.

Section 10.11. Partner’s Will. Each Partner and Withdrawn Partner shall include in his or her will a provision that addresses certain matters in respect of his or her obligations relating to the Partnership that is satisfactory to the General Partner and each such Partner and Withdrawn Partner shall confirm annually to the Partnership, in writing, that such provision remains in his or her current will. Where applicable, any estate planning trust of such Partner or Withdrawn Partner to which a portion of such Partner’s or Withdrawn Partner’s Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust. In the event any Partner or Withdrawn Partner fails to comply with the provisions of this Section 10.11 after the Partnership has notified such Partner or Withdrawn Partner of his or her failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Partner until the time at which such party complies with the requirements of this Section 10.11.



Section 10.12. Cumulative Remedies. Rights and remedies under this Agreement are cumulative and do not preclude use of other rights and remedies available under applicable law.

Section 10.13. Legal Fees. Except as more specifically provided herein, in the event of a legal dispute (including litigation, arbitration or mediation) between any Partner or Withdrawn Partner and the Partnership, arising in connection with any party seeking to enforce Section 4.1(d) or any other provision of this Agreement relating to the Holdback, the Clawback Amount, the GP-Related Giveback Amount, the Capital Commitment Giveback Amount, the Net GP-Related Recontribution Amount or the Capital Commitment Recontribution Amount, the "losing" party to such dispute shall promptly reimburse the "victorious party" for all reasonable legal fees and expenses incurred in connection with such dispute (such determination to be made by the relevant adjudicator). Any amounts due under this Section 10.13 shall be paid within 30 days of the date upon which such amounts are due to be paid and such amounts remaining unpaid after such date shall accrue interest at the Default Interest Rate.

Section 10.14. Entire Agreement; Modifications(a) . This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Except as provided herein, this Agreement may be amended or modified at any time by the General Partner in its sole discretion, upon notification thereof to the Limited Partners.



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written. In the event that it is impracticable to obtain the signature of any one or more of the Partners to this Agreement, this Agreement shall be binding among the other Partners executing the same.

GENERAL PARTNER:

BREA IX L.L.C.

By: Blackstone Holdings II L.P., its Managing Member

By: Blackstone Holdings I/II GP L.L.C., its General Partner

By: The Blackstone Group Inc., its Sole Member

By: /s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer and Secretary

LIMITED PARTNERS AND SPECIAL PARTNERS:

Limited Partners and Special Partners now admitted pursuant to powers of attorney now and hereafter granted to BREA IX L.L.C.

BREA IX L.L.C.

By: Blackstone Holdings II L.P., its Managing Member

By: Blackstone Holdings I/II GP L.L.C., its General Partner

By: The Blackstone Group Inc., its Sole Member

By: /s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer and Secretary

[BREA IX (Delaware) L.P. – A&R LPA – Signature Page]



/s/ Patrick Kassen

Patrick Kassen, as Initial Limited Partner, to reflect his withdrawal from the Partnership

[BREA IX (Delaware) L.P. – A&R LPA – Signature Page]



## List of Subsidiaries

The following are subsidiaries of The Blackstone Group Inc. as of December 31, 2019 and the jurisdictions in which they are organized.

<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>601 Shared Services L.L.C.</td><td>Delaware</td></tr><tr><td>BCEP GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCEP LR Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BCEP LR Associates (Cayman) NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>BCEP NQ GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCEP Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCEP Side-by-Side GPNQ L.L.C.</td><td>Delaware</td></tr><tr><td>BCLA L.L.C.</td><td>Delaware</td></tr><tr><td>BCLO Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BCOM Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP Asia Athena ESC (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BCP Asia Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP Asia Side-by-Side GP NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BCP CC Holdings GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP IV GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP IV Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP SGP IV GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP V GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP V Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP V USS Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VI GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VI SBS ESC Holdco L.P.</td><td>Delaware</td></tr><tr><td>BCP VI Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VII ESC Mime (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BCP VII GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VII NQ GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VII Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VII Side-by-SIDE GP NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BCP VI-NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP V-NQ (Cayman II) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCP V-NQ GP L.L.C.</td><td>Delaware</td></tr><tr><td>BCRED Holdings (Cayman) - S L.L.C.</td><td>Delaware</td></tr><tr><td>BCVA L.L.C.</td><td>Delaware</td></tr><tr><td>BCVP Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BEP GP L.L.C.</td><td>Delaware</td></tr><tr><td>BEP II ESC Mime (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BEP II GP L.L.C.</td><td>Delaware</td></tr><tr><td>BEP II Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BEP II Side-by-SIDE GP NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BEP NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BEP Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BFIP (Cayman) Salt VI Ltd.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>BFIP (Cayman) Salt VI-ESC Ltd.</td><td>Cayman Islands</td></tr><tr><td>BG(HK)L Holdings L.L.C.</td><td>Delaware</td></tr><tr><td>BIA (Cayman) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BIA (Cayman) GPLP.</td><td>Cayman Islands</td></tr><tr><td>BIA (Cayman) GP NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BIA (Cayman) GP NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>BIA GP L.L.C.</td><td>Delaware</td></tr><tr><td>BIA GP L.P.</td><td>Delaware</td></tr><tr><td>BIA GP NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BIA GP NQ L.P.</td><td>Delaware</td></tr><tr><td>BISA Co-Invest Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Bison RC Option Associates LLC</td><td>Delaware</td></tr><tr><td>Blackstone (China) Equity Investment Management Company Limited</td><td>China</td></tr><tr><td>Blackstone (FM) Real Estate LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone (FM) Real Estate Supervisory GP LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone (Shanghai) Equity Investment Management Company Limited</td><td>China</td></tr><tr><td>Blackstone / GSO CLO Management LLC</td><td>Delaware</td></tr><tr><td>Blackstone / GSO Debt Funds Europe Limited</td><td>Jersey</td></tr><tr><td>Blackstone / GSO Debt Funds Management Europe II Limited</td><td>Ireland</td></tr><tr><td>Blackstone / GSO Debt Funds Management Europe Limited</td><td>Ireland</td></tr><tr><td>Blackstone / GSO Global Dynamic Credit Feeder Fund (Cayman) LP</td><td>Cayman Islands</td></tr><tr><td>Blackstone / GSO Global Dynamic Credit Funding Designated Activity Company</td><td>Ireland</td></tr><tr><td>Blackstone / GSO Global Dynamic Credit Master Fund</td><td>Ireland</td></tr><tr><td>Blackstone / GSO Global Dynamic Credit USD Feeder Fund (Ireland)</td><td>Ireland</td></tr><tr><td>Blackstone / GSO US Corporate Funding, Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Administrative Services Canada ULC</td><td>Canada</td></tr><tr><td>Blackstone Administrative Services Partnership L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Advisors India Private Limited</td><td>India</td></tr><tr><td>Blackstone Advisory Partners L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Advisory Services L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone AG Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone AG L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone AG Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Alternative Asset Management Associates LLC</td><td>Delaware</td></tr><tr><td>Blackstone Alternative Asset Management L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Alternative Investment Advisors LLC</td><td>Delaware</td></tr><tr><td>Blackstone Alternative Solutions L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Asia Family Investment Partnership - ESC (Cayman) - NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Asia Family Investment Partnership - ESC (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Assessoria em Investments Ltda</td><td>Brazil</td></tr><tr><td>Blackstone BCLP Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone BGSL Holdings LLC</td><td>Delaware</td></tr><tr><td>Blackstone Capital Partners Holdings Director L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Catalyst Holdco L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone CEMA II GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone CEMA L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone CEMA NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clarus DE L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clarus GP L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Clarus GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Clarus I L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clarus II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clarus III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clean Technology Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Clean Technology Associates L.L.C</td><td>Delaware</td></tr><tr><td>Blackstone COE India Private Limited</td><td>India</td></tr><tr><td>Blackstone Commercial Real Estate Debt Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Commercial Real Estate Debt Associates-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Communications Advisors I L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Communications GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Communications Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Communications Management Associates I L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Core Equity Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Core Equity Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Core Equity Management Associates (Cayman) NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Core Equity Management Associates II (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Core Equity Management Associates II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Core Equity Management Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Core Equity Management Associates NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone CQP Common Holdco GP LLC</td><td>Delaware</td></tr><tr><td>Blackstone Credit Liquidity Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Credit Liquidity Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Credit Liquidity GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Credit Liquidity Partners GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Dawn Holdings ESC (Cayman) Ltd</td><td>Cayman Islands</td></tr><tr><td>Blackstone DD Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone DD Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone DL Mezzanine Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone DL Mezzanine Management Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA II NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA III (Lux) L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA III GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone EMA III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA III Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone EMA L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone EMA NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Family Investment Partnership (Cayman) ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy Family Investment Partnership (Cayman) II - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy Family Investment partnership (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy Family Investment Partnership ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Family Investment Partnership II - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Family Investment Partnership III - ESC NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Family Investment Partnership L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Family Investment Partnership NQ ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy LR Associates (Cayman) II Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy LR Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy Management Associates (Cayman) II L.P.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Energy Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Energy Management Associates II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Management Associates II NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Management Associates III (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Energy Management Associates III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Management Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Energy Management Associates NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Europe Fund Management S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Family Cleantech Investment Partnership L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Communications Partnership (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Communications Partnership I L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Core Equity Partnership - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Core Equity Partnership - ESC NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Core Equity Partnership (Cayman) - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Core Equity Partnership (Cayman) - ESC NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (Cayman) IV-A L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (Cayman) VI - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (Cayman) VII - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Investment Partnership (Delaware) V-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership IV - A L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership V Prime L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership V US$ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VI - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VI L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VII - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VII-ESC NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VII-NQ ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Investment Partnership VII-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Real Estate Debt Strategies II - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Real Estate Debt Strategies III - Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Family Real Estate Debt Strategies III - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Real Estate Debt Strategies III Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Family Real Estate Partnership III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Strategic Capital Holdings Investment Partnership II ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities FCC Investment Partnership - NQ - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities FCCInvestment Partnership-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership (Cayman) - NQ - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership (Cayman) - NQL.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment partnership (Cayman) ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership III - NQ - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment partnership III (Cayman) - NQ - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) ESC L.P.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Family Tactical Opportunities Investment Partnership III ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone FI Mezzanine (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone FI Mezzanine Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone GPV Tactical Partners (Mauritius) - N Ltd.</td><td>Mauritius</td></tr><tr><td>Blackstone Group Holdings L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Group Holdings L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Group International Holdings L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Growth Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Growth Associates (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Growth Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Harrington Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Harrington Employee Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Harrington Holdings Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Holdings AI L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings Finance Co. L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings I - Sub (BAAM) GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings I L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings I/II GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings III GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings III GP Limited Partner L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings III GP Management L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings III GP Sub L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings III L.P.</td><td>Canada</td></tr><tr><td>Blackstone Holdings IV GP L.P.</td><td>Canada</td></tr><tr><td>Blackstone Holdings IV GP Limited Partner L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings IV GP Management (Delaware) L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings IV GP Management L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Holdings IV L.P.</td><td>Canada</td></tr><tr><td>Blackstone Infrastructure Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Infrastructure Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Infrastructure Associates (Cayman) NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Infrastructure Associates (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Infrastructure Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Infrastructure Associates Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Infrastructure Associates Non-ECI L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Infrastructure Associates NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Infrastructure Associates NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Infrastructure Partners Holdings Director L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Innovations (Cayman) III L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Innovations III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Innovations L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Insurance Solutions Europe LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone Intermediary Holdco L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone ISF Advisors LP</td><td>Delaware</td></tr><tr><td>Blackstone ISG-I Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone ISG-II Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Korea Advisors L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Korea Advisors Ltd.</td><td>South Korea</td></tr><tr><td>Blackstone Liberty Place Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Liberty Place L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Life Sciences Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Life Sciences Associates V (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Life Sciences Associates V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone LR Associates (Cayman) IV Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (Cayman) V Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (Cayma) VI Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (Cayman) VII Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (Cayma) VIII Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (Cayman) VIII Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone LR Associates (CaYman) V-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayman II) V-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayman) IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayan) V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayman) VI L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayan) VII L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayman) VIII L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Cayan) VII NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates (Delaware) V-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates Asia (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Management Associates Asia L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates Asia NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Management Associates IV L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates V L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates V US$ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates VI L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates VII L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates VII NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates VIII (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Management Associates VIII L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Management Associates VI-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Partners (India) L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Partners III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Partners IV L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Management Partners L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Advisors L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Associates II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Associates II US$ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Holdings II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Holdings II US$ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Management Associates II Apt. L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Management Associates II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Management Associates I US$ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Mezzanine Management Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Multi-Asset (Cayman) - NQ GP L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Multi-Asset Advisors L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Multi-Asset GP II - NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Multi-Asset GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Multi-Asset Private Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone OBS Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone OBS L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone OBS Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Participation Partnership (Cayman) IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Participation Partnership (Cayman V) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Participation Partnership (Delaware) V-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Participation Partnership IV L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Participation Partnership V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Participation Partnership V Prime L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Participation Partnership V US$ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone PAT Holdings IV, L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone PB I L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone PB II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone PBPEF V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone PBPIF III L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone PBRF III L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Pearl Luxembourg S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone PIF I L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone PIF IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone PM (Germany) GmbH</td><td>Germany</td></tr><tr><td>Blackstone Power &amp; Natural Resources Holdco G.P. LLC</td><td>Delaware</td></tr><tr><td>Blackstone PPEF VI L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Advisors L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Property Associates Asia (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Property Associates Asia L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates Asia Ltd</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates Europe (Delaware) L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property Associates Europe (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Property Associates Europe L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates Europe Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates International L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates International-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Property Holdings Director L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property International L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property International Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Property International-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property Management L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Property Management Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Property Management SARL</td><td>France</td></tr><tr><td>Blackstone PTI Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate (Cayman) IV Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (Cayman) V Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (Caymen) VI Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (Cayman) VII Ltd.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Real Estate (Cayman) VIII Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (Cayman) VIII-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (CayMAN) VII-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (CAYMAN) VI-Q Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate (Chiswick) Holdings, L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Advisors Europe L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Advisors III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Advisors International L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Advisors IV L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Advisors L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Advisors V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates (Alberta) IV L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) IX L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) V L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) VI L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) VII L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) VIII L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) VIII-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates (OFFSHORE) VII-NQ L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates (Offshore) VI-Q L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Associates Asia II (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Real Estate Associates Asia II L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Asia L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Asia-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Europe (Delaware) III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (Delaware) III-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (DELAWARE) IV L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (Delaware) IV-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (DELAWARE) V L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (Delaware) VI L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (DELAWARE) VI-Q L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe (Delaware) V-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe III-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates Europe IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Europe IV-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Europe V L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Europe VI (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Real Estate Associates Europe VI L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates Europe V-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Associates International (Delaware) II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates International (Delaware) L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates International II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates International L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates IV L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates IX (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Real Estate Associates IX L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VI - NQ L.P.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Real Estate Associates VI (GGP) L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VI L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VI L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VI-ESH L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VII L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VIII L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VIII-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Associates VII-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Australia Pty Limited</td><td>Australia</td></tr><tr><td>Blackstone Real Estate Capital GP Asia LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital GP VIII L.L.P.</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital GP VIII LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital UK Asia II NQ Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital UK Asia II Q Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital UK Asia Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital UK VIII Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Real Estate Capital UK VIII Limited</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate CMBS Associates - G L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate CMBS Associates Non-IG L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates High-Grade L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates IV (AIV) L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates IV(Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates IV (Lux) S.a r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Real Estate Debt Strategies Associates IV L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Europe (Cayman) III Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cayman) III-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cavman) IV Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cayman) IV-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cavman) V Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cayman) VI Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Europe (Cavman) V-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Holdings (Alberta) IV L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) IX-ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) V L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VI L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VII-ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VIII L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VII-ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VIII-ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshores) VIII-NQ-ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VII-NQ L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VII-NQ-ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VI-Q ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings (Offshore) VII-Q L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Holdings Asia - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Holdings Asia II - ESC L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Holdings Asia-NQ-ESC L.P.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Real Estate Special Situations Associates Europe- NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Associates II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Associate II-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Europe (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Special Situations Europe GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Europe GP L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings Europe - ESC L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings Europe L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings II - ESC L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings I-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations Holdings L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Real Estate Special Situations Management Associates Europe L.P.</td><td>Canada</td></tr><tr><td>Blackstone Real Estate Special Situations Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Real Estate Special Situations-NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Realt Estate Supervisory UK Asia II NQ Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate Supervisory UK Asia II Q Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate Supervisory UK Asia Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate Supervisory UK Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate Supervisory UK VII Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate Supervisory UK VIII Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Realt Estate UK Limited</td><td>United Kingdom</td></tr><tr><td>Blackstone Residential GP L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Residential L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Residential Opportunities Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Residential Opportunities L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Senfina Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Senfina Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Services Mauritius II Ltd</td><td>Mauritius</td></tr><tr><td>Blackstone Services Mauritius Ltd</td><td>Mauritius</td></tr><tr><td>Blackstone SGP Associates (Cayman) IV Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone SGP Family Investment Partnership (Cayman) IV-A L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone SGP Management Associates (Cayman) IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone SGP Participation Partnership (Cayman) IV L.P.</td><td>Cayman Islands</td></tr><tr><td>Blockstone Singapore Pte. Ltd.</td><td>Singapore</td></tr><tr><td>Blackstone Strategic Alliance Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Alliance Associates II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Alliance Associates III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Alliance Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Alliance Fund L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Associates (Cayman) II Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Strategic Capital Associates B L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Associates II (Lux) S.a r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Strategic Capital Associates II B L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Associates II L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Strategic Capital Holdings Director L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone Strategic Opportunity Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities AD Associates (Cayman) - NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities AD Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Associates - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Associates (Lux) GP S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Blackstone Tactical Opportunities Associates II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Associates III - NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Associates III L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities LR Associates (Cayman) - NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone tactical Opportunities Management Associates (Cayman) - NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Management Associate III (Cayman) - NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Management Associates III (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities RL Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities SG SBS (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Stable Income Associates - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Tactical Opportunities Stable Income Management Associates (Cayman) - NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tactical Opportunities Stable Income Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone Tenex L.P.</td><td>Delaware</td></tr><tr><td>Blackstone TM L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone TORO Reit Manager, L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates 2015 I L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates 2016 L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates IV L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates VI L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates-NQ 2015 I L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates-NQ.2016 L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates-NQ IV L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates-NQ L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Total Alternatives Solution Associates-NQ V L.P.</td><td>Delaware</td></tr><tr><td>Blackstone Treasury Asia Pte. Limited</td><td>Singapore</td></tr><tr><td>Blackstone Treasury Holdings II L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Treasury Holdings III L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Treasury International Holdings L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Treasury Solutions Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone Treasury Solutions Associates L.L.C.</td><td>Delaware</td></tr><tr><td>Blackstone UK Mortgage Opportunities LR Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>Blackstone UK Mortgage Opportunities Management Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>Blackstone UK Real Estate Supervisory Asia LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone UK Real Estate Supervisory VII LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone UK Real Estate Supervisory VIII LLP</td><td>United Kingdom</td></tr><tr><td>Blackstone/GSO Capital Solutions Associates LLC</td><td>Delaware</td></tr><tr><td>Blackstone/GSO Capital Solutions Overseas Associates LLC</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Blackstone/GSO Debt Funds Europe (Luxembourg) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>BMA Asia L.L.C.</td><td>Delaware</td></tr><tr><td>BMA Asia Ltd.</td><td>Cayman Islands</td></tr><tr><td>BMA Asia NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BMA Asia NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>BMA V L.L.C.</td><td>Delaware</td></tr><tr><td>BMA V US$ L.L.C.</td><td>Delaware</td></tr><tr><td>BMA VI L.L.C.</td><td>Delaware</td></tr><tr><td>BMA VII L.L.C.</td><td>Delaware</td></tr><tr><td>BMA VII NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BMA VIII GP L.P.</td><td>Delaware</td></tr><tr><td>BMA VIII L.L.C.</td><td>Delaware</td></tr><tr><td>BMA VI-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BMEZ Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BMP II Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BMP II US$ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BPP Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BPP Core Asia Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>BPP Core Asia Associates-NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>BPP Core Asia L.L.C.</td><td>Delaware</td></tr><tr><td>BPP Core Asia Ltd.</td><td>Cayman Islands</td></tr><tr><td>BPP Core Asia-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BPP Core Asia-NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>BPP Pristine Co-Invest GP ULC</td><td>Canada</td></tr><tr><td>BPP Pristine Co-Invest Special LP ULC</td><td>Canada</td></tr><tr><td>BPP Pristine Holdings GP Limited</td><td>Cayman Islands</td></tr><tr><td>BRE Advisors Europe L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Advisors III L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Advisors International L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Advisors IV L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Advisors V L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Advisors VI L.L.C.</td><td>Delaware</td></tr><tr><td>BRE Associates International (Cayman) II Ltd.</td><td>Cayman Islands</td></tr><tr><td>BRE/SW Green Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>BREA Edens L.L.C.</td><td>Delaware</td></tr><tr><td>BREA Europe VI (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>BREA International (Cayman) II Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREA International (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREA IV L.L.C.</td><td>Delaware</td></tr><tr><td>BREA IX (Delaware) L.P.</td><td>Delaware</td></tr><tr><td>BREA IX (Offshore) (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>BREA IX L.L.C.</td><td>Delaware</td></tr><tr><td>BREA IX Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREA OMP GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREA V L.L.C.</td><td>Delaware</td></tr><tr><td>BREA VI L.L.C.</td><td>Delaware</td></tr><tr><td>BREA VI-ESH L.L.C.</td><td>Delaware</td></tr><tr><td>BREA VII L.L.C.</td><td>Delaware</td></tr><tr><td>BREA VIII L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>BREP Asia - NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Asia II - Q Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREP Asia II L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Asia II Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREP Asia L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Asia Ltd.</td><td>Cayman Islands</td></tr><tr><td>BREP Asia Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Asia UK L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Chiswick GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Co-Invest GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Co-Invest GP LP.</td><td>Delaware</td></tr><tr><td>BREP Edens Associates LP.</td><td>Delaware</td></tr><tr><td>BREP Europe III GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Europe III GP LP.</td><td>Delaware</td></tr><tr><td>BREP Europe III-NQ GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP Europe III-NQ GP LP.</td><td>Delaware</td></tr><tr><td>BREP International GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP International GP LP.</td><td>Delaware</td></tr><tr><td>BREP International II - Q GP LP.</td><td>Delaware</td></tr><tr><td>BREP International II GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP International II GP LP.</td><td>Delaware</td></tr><tr><td>BREP International II-Q GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP International II-Q GP LP.</td><td>Delaware</td></tr><tr><td>BREP IV (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP IV (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP IV Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP IX (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP IX (Offshore GP LP.</td><td>Delaware</td></tr><tr><td>BREP IX-NQ (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP OMP Associates LP.</td><td>Delaware</td></tr><tr><td>BREP V (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP V (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP V Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VI - NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP V I - Q (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VI (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP V I (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP VI Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VII (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VII (Offshore GP LP.</td><td>Delaware</td></tr><tr><td>BREP VII Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII (Offshore GP LP.</td><td>Delaware</td></tr><tr><td>BREP VIII Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII UK L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ (Offshore) GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ (Offshores) GP LP.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ (Offshore) GP LP.</td><td>Delaware</td></tr><tr><td>BREP VIII-NQ (Offshore) GP L.P.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>BREP VII-NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BREP VI-Q (Offshore) GP L.P.</td><td>Delaware</td></tr><tr><td>BRESE L.L.C.</td><td>Delaware</td></tr><tr><td>BSAF III GP LLC</td><td>Delaware</td></tr><tr><td>BSCA Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BSCA Associates L.L.C.</td><td>Delaware</td></tr><tr><td>BSCA II B GP L.P.</td><td>Delaware</td></tr><tr><td>BSCA II B L.L.C.</td><td>Delaware</td></tr><tr><td>BSCA II GP L.P.</td><td>Delaware</td></tr><tr><td>BSCA II L.L.C.</td><td>Delaware</td></tr><tr><td>BSCH Side-By-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BSSF Holdings Intermediary (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>BSSF Holdings-S L.L.C.</td><td>Delaware</td></tr><tr><td>BSSF I AIV GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTAS Associates L.L.C.</td><td>Delaware</td></tr><tr><td>BTAS Associates-NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTD CP Holdings LP</td><td>Delaware</td></tr><tr><td>BTO - FCC NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTO - NQ Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTQ AD (Cayman) - NQ GP L.P.</td><td>Cayman Islands</td></tr><tr><td>BTO AD GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Ascenty ESC (Cayman), L.P.</td><td>Cayman Islands</td></tr><tr><td>BTO Asia SBS Holding I Ltd.</td><td>Cayman Islands</td></tr><tr><td>BTO BA Fiber ESC (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>BTO BTIG ESC Holdings L.P.</td><td>Delaware</td></tr><tr><td>BTO Caesars Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Commodities Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO CR Fund Associates (Cayman) L.P.</td><td>Cayman Islands</td></tr><tr><td>BTO DE GP - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Eletson Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO ESC Park Holdings L.P.</td><td>Delaware</td></tr><tr><td>BTO ESC Precision Holdings L.P.</td><td>Delaware</td></tr><tr><td>BTO ESC PTI International Holdings L.P.</td><td>Cayman Islands</td></tr><tr><td>BTO ESC PTI US Holdings L.P.</td><td>Delaware</td></tr><tr><td>BTO ESC RGB Holdings L.P.</td><td>Delaware</td></tr><tr><td>BTO European Diversified Property Manager LLC</td><td>Delaware</td></tr><tr><td>BTO FCC Associates - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Feather Holdings ESC (Mauritius) Ltd</td><td>Mauritius</td></tr><tr><td>BTO Flames Manager Inc.</td><td>Canada</td></tr><tr><td>BTO Gamma Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO George Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO GP - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTO GP Finance LLC</td><td>Delaware</td></tr><tr><td>BTO GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Haftnia Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Hercules Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO HFZ Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Holdco Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Holdings (Cayman) - NQ Manager L.L.C.</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>BTO Holdings Cayman Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Holdings Manager - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Holdings Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO IH3 Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Italian Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Koala Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Life Settlement Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO LT Holdings ESC Pte. Ltd.</td><td>Singapore</td></tr><tr><td>BTO NCR Holdings - ESC L.P.</td><td>Delaware</td></tr><tr><td>BTO Night Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Omaha Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO One Market Plaza Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Peachtree Fund ESC L.P.</td><td>Delaware</td></tr><tr><td>BTO Peachtree Holdings Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Pluto Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Resolution Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Rothesay Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO RPL Manager L.L.C.</td><td>Delaware</td></tr><tr><td>BTO Side-by-Side GP L.L.C.</td><td>Delaware</td></tr><tr><td>BTOA - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTOA AD L.P.</td><td>Delaware</td></tr><tr><td>BTOA II L.L.C.</td><td>Delaware</td></tr><tr><td>BTOA III - NQ L.P.</td><td>Delaware</td></tr><tr><td>BTOA III (Cayman) - GP L.P.</td><td>Cayman Islands</td></tr><tr><td>BTOA III (Cayman) NQ GP L.P.</td><td>Cayman Islands</td></tr><tr><td>BTOA III L.P.</td><td>Delaware</td></tr><tr><td>BTOA III Lux L.L.C.</td><td>Delaware</td></tr><tr><td>BTOA L.L.C.</td><td>Delaware</td></tr><tr><td>BTOSI Holdings Manager - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTOSIA - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BTOSIA L.L.C.</td><td>Delaware</td></tr><tr><td>BTOSIAO - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>BUMO GP L.L.C.</td><td>Delaware</td></tr><tr><td>BX CQP Common Holdco Parent GP LLC</td><td>Delaware</td></tr><tr><td>BX CQP SuperHoldCo GP LLC</td><td>Delaware</td></tr><tr><td>BX CQP SuperHoldCo Parent GP LLC</td><td>Delaware</td></tr><tr><td>BX Mexico Advisors, S.A. de C.V.</td><td>Mexico</td></tr><tr><td>BX RE Ventures L.L.C.</td><td>Delaware</td></tr><tr><td>BX REIT Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BXGA GP L.P.</td><td>Delaware</td></tr><tr><td>BXGA L.L.C.</td><td>Delaware</td></tr><tr><td>BXLS LR Associates (Cayman) V Ltd.</td><td>Cayman Islands</td></tr><tr><td>BXLS V GP L.P.</td><td>Delaware</td></tr><tr><td>BXLS V L.L.C.</td><td>Delaware</td></tr><tr><td>BXMT Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>BZDIF Associates GP (DEL) L.L.C.</td><td>Delaware</td></tr><tr><td>BZDIF Associates GP Ltd.</td><td>Cayman Islands</td></tr><tr><td>BZDIF Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>BZDIF Associates Ltd.</td><td>Cayman Islands</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Catalyst Fund Holdco L.P.</td><td>Delaware</td></tr><tr><td>Catskill Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>CFS Holdings (Cayman) ESC, L.P.</td><td>Cayman Islands</td></tr><tr><td>CHK Mid-Con Co-Invest Associates LLC</td><td>Delaware</td></tr><tr><td>Clarus IV GP, L.P.</td><td>Delaware</td></tr><tr><td>Clarus IV GP, LLC</td><td>Delaware</td></tr><tr><td>Clarus Ventures, LLC</td><td>Delaware</td></tr><tr><td>Cleveland Tonkawa CIM, LLC</td><td>Delaware</td></tr><tr><td>Cook Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>CT High Grade Partners II Co-Invest, LLC</td><td>Delaware</td></tr><tr><td>CT Investment Management Co., LLC</td><td>Delaware</td></tr><tr><td>Dewolf Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>Equity Healthcare L.L.C.</td><td>Delaware</td></tr><tr><td>FourFive SBS Holding Ltd</td><td>Cayman Islands</td></tr><tr><td>G QCM GP S.à r.l.</td><td>Luxembourg</td></tr><tr><td>G QCM SLP LLC</td><td>Delaware</td></tr><tr><td>Gilbert Park CLO, Ltd</td><td>Cayman Islands</td></tr><tr><td>Grannus Holdings Manager - NQ LLC</td><td>Delaware</td></tr><tr><td>Graphite Holdings LLC</td><td>Delaware</td></tr><tr><td>Greenwood Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>Grippen Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO / Blackstone Debt Funds Management LLC</td><td>Delaware</td></tr><tr><td>GSO 3 Bear Energy Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Advisor Holdings L.L.C.</td><td>Delaware</td></tr><tr><td>GSO Aiguille des Grands Montets Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Aiguille Des Grands Montets GP LTD</td><td>Cayman Islands</td></tr><tr><td>GSO Altus Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO AMD Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Asset Management LLC</td><td>Delaware</td></tr><tr><td>GSO Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Bakken Associates I LLC</td><td>Delaware</td></tr><tr><td>GSO Bandera Strategic Credit Associates I LLC</td><td>Delaware</td></tr><tr><td>GSO Beacon Co-Invest Associates LLC</td><td>Delaware</td></tr><tr><td>GSO BISA Blazer Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Blazer Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO BSOF SLP LLC</td><td>Delaware</td></tr><tr><td>GSO Cactus Credit Opportunities Associates LLC</td><td>Delaware</td></tr><tr><td>GSO CalPeak Energy Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Advisors II LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Advisors LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Opportunities Associates II (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Opportunities Associates II (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Opportunities Associates II (Facility) LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Opportunities Associates II LP</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Opportunities Associates III LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Opportunities Associates IV (EEA) GP S.à r.l.</td><td>Luxembourg</td></tr><tr><td>GSO Capital Opportunities Associates IV LP</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Opportunities Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Opportunities Overseas Associates LLC</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>GSO Capital Partners (California) LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Partners (Texas) GP LLC</td><td>Texas</td></tr><tr><td>GSO Capital Partners (Texas) LP</td><td>Texas</td></tr><tr><td>GSO Capital Partners (UK) Limited</td><td>United Kingdom</td></tr><tr><td>GSO Capital Partners GP L.L.C.</td><td>Delaware</td></tr><tr><td>GSO Capital Partners LP</td><td>Delaware</td></tr><tr><td>GSO Capital Solutions Associates II (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Solutions Associates II (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Solutions Associates II LP</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Solutions Associates III (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO Capital Solutions Associates III (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO Capital Solutions Associates III (EEA) GP S.à r.l.</td><td>Luxembourg</td></tr><tr><td>GSO Capital Solutions Associates III LP</td><td>Cayman Islands</td></tr><tr><td>GSO Churchill Associates II LLC</td><td>Delaware</td></tr><tr><td>GSO Churchill Associates LLC</td><td>Delaware</td></tr><tr><td>GSO CLO Opportunity Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Coastline Credit Associates LLC</td><td>Delaware</td></tr><tr><td>GSO COF III Co-Investment Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Co-Investment Fund-D Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Co-Investor WPX-C Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Community Development Capital Group Associates LP</td><td>Delaware</td></tr><tr><td>GSO Community Development Capital Group IV Associates LP</td><td>Delaware</td></tr><tr><td>GSO Convoy Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Credit Alpha Annex Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Credit Alpha Associates II (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO Credit Alpha Associates II (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO Credit Alpha Associates II LP</td><td>Cayman Islands</td></tr><tr><td>GSO Credit Alpha Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Credit Alpha Diversified Alternatives Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Credit-A Associates LLC</td><td>Delaware</td></tr><tr><td>GSO CSF III Co-Investment Associates (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO CSF III Co-Investment Associates (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO CSF III Co-Investment Associates LP</td><td>Cayman Islands</td></tr><tr><td>GSO Delaware Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Diamond Portfolio Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Direct Lending Fund-D Associates LLC</td><td>Delaware</td></tr><tr><td>GSO DL Co-Invest CI Associates LLC</td><td>Delaware</td></tr><tr><td>GSO DL Co-Invest EIS Associates LLC</td><td>Delaware</td></tr><tr><td>GSO DP Associates LLC</td><td>Delaware</td></tr><tr><td>GSO DrillCo Holdings Associates II LLC</td><td>Delaware</td></tr><tr><td>GSO DrillCo Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO EM Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy E&amp;P Holdings 4 Co-Invest Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Lending Fund-A Onshore Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Lending Fund-A Overseas Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Liquid Opportunities Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Market Opportunities Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Partners-A Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Partners-B Associates LLC</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>GSO Energy Partners-C Associates II LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Partners-C Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Partners-D Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Partners-E Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Select Opportunities Associates II (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO Energy Select Opportunities Associates II (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO Energy Select Opportunities Associates II (EEA) GP S.à r.l.(Luxembourg)</td><td>Luxembourg</td></tr><tr><td>GSO Energy Select Opportunities Associates II LP</td><td>Cayman Islands</td></tr><tr><td>GSO Energy Select Opportunities Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Equitable Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO European Senior Debt Associates II (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>GSO European Senior Debt Associates II (Delaware) LLC</td><td>Delaware</td></tr><tr><td>GSO European Senior Debt Associates II (EEA) GP S.à r.l.</td><td>Luxembourg</td></tr><tr><td>GSO European Senior Debt Associates II LP</td><td>Cayman Islands</td></tr><tr><td>GSO European Senior Debt Associates LLC</td><td>Delaware</td></tr><tr><td>GSO FPP Associates LLC</td><td>Delaware</td></tr><tr><td>GSO FSGCOF Holdings LLC</td><td>Delaware</td></tr><tr><td>GSO FSIC Holdings LLC</td><td>Delaware</td></tr><tr><td>GSO FSIC III Holdings LLC</td><td>Delaware</td></tr><tr><td>GSO FSIC IV Holdings LLC</td><td>Delaware</td></tr><tr><td>GSO GEPH Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Global Dynamic Credit Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Harrington Credit Alpha Associates L.L.C.</td><td>Delaware</td></tr><tr><td>GSO Holdings I L.L.C.</td><td>Delaware</td></tr><tr><td>GSO Holdings II L.L.C.</td><td>Delaware</td></tr><tr><td>GSO Holdings III L.L.C.</td><td>Delaware</td></tr><tr><td>GSO IH Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO IM Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Jasmine Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Kafka Associates LLC</td><td>Delaware</td></tr><tr><td>GSO M5 Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO MAK Associates LLC</td><td>Delaware</td></tr><tr><td>GSO MC Claim Co-Invest Associates LLC</td><td>Delaware</td></tr><tr><td>GSO MMBU Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Nemo Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Oasis Credit Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Orchid Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Overseas Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Palmetto Capital Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Palmetto Opportunistic Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Rodeo Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO SFRO Associates LLC</td><td>Delaware</td></tr><tr><td>GSO SJ Partners Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Spartan Associates LLC</td><td>Delaware</td></tr><tr><td>GSO ST Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Targeted Opportunity Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Targeted Opportunity Master Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Targeted Opportunity Overseas Associates LLC</td><td>Delaware</td></tr><tr><td>GSO Tiger Holdings Associates LLC</td><td>Delaware</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>GSO WPX Holdings Associates LLC</td><td>Delaware</td></tr><tr><td>Harvest Fund Advisors, LLC</td><td>Delaware</td></tr><tr><td>Harvest Fund Holdco L.P.</td><td>Delaware</td></tr><tr><td>Harvest Fund Manager LLC</td><td>Delaware</td></tr><tr><td>Huskies Acquisition LLC</td><td>Delaware</td></tr><tr><td>Immortality ESC Ltd.</td><td>Cayman Islands</td></tr><tr><td>Lexington National Land Services, LLC</td><td>New York</td></tr><tr><td>Lifestyle SBS (Singapore) Holding Pte. Ltd.</td><td>Singapore</td></tr><tr><td>Lifestyle SBS Holding Ltd</td><td>Cayman Islands</td></tr><tr><td>LNLS HoldCo LLC</td><td>Delaware</td></tr><tr><td>LNLS Upper Holdings LLC</td><td>Delaware</td></tr><tr><td>Long Point Park CLO, Ltd.</td><td>Cayman Islands</td></tr><tr><td>LSV Fund 3 GP (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>LSV Fund 4 GP (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>LSVFund GP (Cayman) Ltd.</td><td>Cayman Islands</td></tr><tr><td>MB Asia REA L.L.C.</td><td>Delaware</td></tr><tr><td>MB Asia REA L.P.</td><td>Cayman Islands</td></tr><tr><td>MB Asia REA Ltd.</td><td>Cayman Islands</td></tr><tr><td>MB Asia Real Estate Associates L.P.</td><td>Cayman Islands</td></tr><tr><td>Motion Aggregator GP L.L.C.</td><td>Delaware</td></tr><tr><td>SP Polar Holdings GP, LLC</td><td>Delaware</td></tr><tr><td>SP RA II (Cayman) - NQ GP L.P.</td><td>Cayman Islands</td></tr><tr><td>SP RA II LR Associates (Cayman) - NQ Ltd.</td><td>Cayman Islands</td></tr><tr><td>SP VII Acquisitions GP LLC</td><td>Delaware</td></tr><tr><td>SPFS Advisors L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA 2007 L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA I L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA II L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA III L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA Infrastructure III L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA IV L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA Opportunities L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA RA II - NQ L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA RA II L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA RE VII L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA V L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA VI L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA VII L.L.C.</td><td>Delaware</td></tr><tr><td>SPFSA VIII L.L.C.</td><td>Delaware</td></tr><tr><td>Steamboat Credit Opportunities GP LLC</td><td>Delaware</td></tr><tr><td>Stewart Park CLO, LTD.</td><td>Cayman Islands</td></tr><tr><td>StoneCo IV Corporation</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Advisors L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates - NC Real Asset Opportunities, L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates 2007 L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates DE L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates II L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates III L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates Impact (Lux) S.à r.l.</td><td>Luxembourg</td></tr></table>



<table><tr><td>Name</td><td>Jurisdiction of Incorporation or Organization</td></tr><tr><td>Strategic Partners Fund Solutions Associates Infrastructure III (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Strategic Partners Fund Solutions Associates Infrastructure III L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates IV L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates Opportunities L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates RA II (Cayman) - NQ L.P.</td><td>Cayman Islands</td></tr><tr><td>Strategic Partners Fund Solutions Associates RA II, L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates Real Estate VI L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates Real Estate VII L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates V L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates VI L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates VII AIV L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates VII L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions Associates VIII (Lux) S.à r.l.</td><td>Luxembourg</td></tr><tr><td>Strategic Partners Fund Solutions Associates VIII L.P.</td><td>Delaware</td></tr><tr><td>Strategic Partners Fund Solutions GP (Offshore) Ltd.</td><td>Cayman Islands</td></tr><tr><td>TBG Realty Corp.</td><td>New York</td></tr><tr><td>Thayer Park, CLO Ltd.</td><td>Cayman Islands</td></tr><tr><td>The Blackstone Group (Australia) Pty Limited</td><td>Australia</td></tr><tr><td>The Blackstone Group (HK) Holdings Limited</td><td>Hong Kong</td></tr><tr><td>The Blackstone Group (HK) Limited</td><td>Hong Kong</td></tr><tr><td>The Blackstone Group Denmark ApS</td><td>Denmark</td></tr><tr><td>The Blackstone Group Germany GmbH</td><td>Germany</td></tr><tr><td>The Blackstone Group International (Cayman) Limited</td><td>Cayman Islands</td></tr><tr><td>The Blackstone Group International Limited</td><td>United Kingdom</td></tr><tr><td>The Blackstone Group International Partners LLP</td><td>United Kingdom</td></tr><tr><td>The Blackstone Group Japan K.K.</td><td>Japan</td></tr><tr><td>The Blackstone Group Mauritius II Ltd</td><td>Mauritius</td></tr><tr><td>The Blackstone Group Mauritius Ltd</td><td>Mauritius</td></tr><tr><td>The Blackstone Group Spain SL.</td><td>Spain</td></tr><tr><td>Utica Royalty Associates II LLC</td><td>Delaware</td></tr></table>



## Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements on Form S-8 of our report dated February 28, 2020, relating to the consolidated financial statements of The Blackstone Group Inc. and subsidiaries ("Blackstone") and the effectiveness of Blackstone's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Blackstone for the year ended December 31, 2019:

• Registration Statement No. 333-230020 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8.

• Registration Statement No. 333-223346 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-216225 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-209758 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-202359 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-194234 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-186999 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-179775 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-172451 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-165115 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-157635 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

• Registration Statement No. 333-143948 (The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan) on Form S-8

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 28, 2020



## Chief Executive Officer Certification

I, Stephen A. Schwarzman, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of The Blackstone Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 28, 2020

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

Chief Executive Officer



## Chief Financial Officer Certification

I, Michael S. Chae, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of The Blackstone Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 28, 2020

/s/ Michael S. Chae

Michael S. Chae

Chief Financial Officer



# Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of The Blackstone Group Inc. (the "Company") on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen A. Schwarzman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2020

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

Chief Executive Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.



# Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of The Blackstone Group Inc. (the "Company") on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael S. Chae, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2020

/s/ Michael S. Chae

Michael S. Chae

Chief Financial Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.