securities and exchange...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1, 2019

The Blackstone Group Inc.(Exact Name of Registrant as Specified in Charter)

Delaware 001-33551 20-8875684

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

345 Park AvenueNew York, New York 10154

(Address of Principal Executive Officers) (Zip Code)

(212) 583-5000 (Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions ( see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registeredClass A Common Stock BX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On July 1, 2019, The Blackstone Group Inc. announced the completion of its conversion (the “Conversion”) from a Delaware limitedpartnership named The Blackstone Group L.P. (the “Partnership”) to a Delaware corporation named The Blackstone Group Inc. (the “Corporation”)effective at 12:01 a.m. (Eastern Time) on July 1, 2019 (the “Effective Time”). References to “Blackstone” in this Current Report on Form 8-K mean(i) prior to the Effective Time, The Blackstone Group L.P. and (ii) following the Effective Time, The Blackstone Group Inc.

Item 8.01 Other Events.

In connection with the Conversion and certain other ancillary restructuring steps (the “Transactions”), on July 1, 2019:

• the Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of June 18, 2007 and as amended, wasamended and restated (the “Holdings I A&R LPA”);

• the Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P., dated as of June 18, 2007 and as amended, wasamended and restated (the “Holdings II A&R LPA”);

• the Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P., dated as of January 1, 2009 and asamended, was amended and restated (the “Holdings III A&R LPA”);

• the Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P., dated as of January 1, 2009 and asamended, was amended and restated (the “Holdings IV A&R LPA”);

• the Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P., dated as of October 1, 2015, was amended andrestated (the “Holdings AI A&R LPA”);

• the Tax Receivable Agreement, dated as of June 18, 2007, was amended (the “Tax Receivable Agreement Amendment”);

• the Third Amended and Restated Exchange Agreement, dated as of October 1, 2015, was amended and restated (the “Fourth A&R ExchangeAgreement”);

• the Registration Rights Agreement, dated as of June 18, 2007, was amended (the “Registration Rights Agreement Amendment”);

• the Amended and Restated Founding Member Agreement of Stephen A Schwarzman, dated as of March 1, 2018, was amended (the “LetterAgreement”);

• The Blackstone Group L.P. Amended and Restated 2007 Equity Incentive Plan was amended and restated (the “A&R Equity Incentive Plan”);and

• The Blackstone Group L.P. Sixth Amended and Restated Bonus Deferral Plan was amended and restated (the “A&R Bonus Deferral Plan”);

in each case, to give effect to and reflect the Transactions. These changes were generally clarifying and conforming in nature and intended to preserve thepre-conversion status quo. Descriptions of the material provisions of the existing agreements were previously reported in Blackstone’s Annual Report onForm 10-K for the fiscal year ended December 31, 2018.

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The foregoing descriptions are qualified in their entirety by reference to the full text of the Holdings I A&R LPA, Holdings II A&R LPA,Holdings III A&R LPA, Holdings IV A&R LPA, Holdings AI A&R LPA, Tax Receivable Agreement Amendment, Fourth A&R Exchange Agreement,Registration Rights Agreement Amendment, Letter Agreement, A&R Equity Incentive Plan and A&R Bonus Deferral Plan filed herewith as Exhibits 99.1through 99.11, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit

No. Description

99.1

Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P., dated as of July 1, 2019, by and amongBlackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings I L.P. party thereto.

99.2

Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P., dated as of July 1, 2019, by and amongBlackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings II L.P. party thereto.

99.3

Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P., dated as of July 1, 2019, by and amongBlackstone Holdings III GP L.P. and the limited partners of Blackstone Holdings III L.P. party thereto.

99.4

Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P., dated as of July 1, 2019, by and amongBlackstone Holdings IV GP L.P. and the limited partners of Blackstone Holdings IV L.P. party thereto.

99.5

Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P., dated as of July 1, 2019, by and amongBlackstone Holdings I/II GP L.L.C. and the limited partners of Blackstone Holdings AI L.P. party thereto.

99.6

Amendment to Tax Receivable Agreement, dated as of July 1, 2019, by and among Blackstone Holdings I/II GP L.L.C., Blackstone HoldingsI L.P., Blackstone Holdings II L.P., Blackstone Holdings AI L.P. and the limited partners of Blackstone Holdings I L.P., Blackstone HoldingsII L.P. and Blackstone Holdings AI L.P. party thereto.

99.7

Fourth Amended and Restated Exchange Agreement, dated as of July 1, 2019, by and among The Blackstone Group Inc., BlackstoneHoldings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and theBlackstone Holdings Limited Partners party thereto.

99.8 Amendment to Registration Rights Agreement, dated as of July 1, 2019.

99.9

Letter Agreement, dated as of July 1, 2019, amending Amended and Restated Founding Member Agreement of Stephen A. Schwarzman, datedas of March 1, 2018, by and among Blackstone Holdings I L.P. and Stephen A. Schwarzman.

99.10

The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of The BlackstoneGroup Inc. Post-Effective Amendment No. 1 to Form S-8 filed on July 1, 2019).

99.11 The Blackstone Group Inc. Seventh Amended and Restated Bonus Deferral Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

THE BLACKSTONE GROUP INC.Date: July 5, 2019

By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer

Exhibit 99.1

Execution Version

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS I L.P.

Dated as of July 1, 2019

THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS I L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND AREBEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHLAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THETERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BETRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIRINVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents Page

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions 1 ARTICLE II

FORMATION, TERM, PURPOSE AND POWERS

SECTION 2.01. Formation 11 SECTION 2.02. Name 11 SECTION 2.03. Term 11 SECTION 2.04. Offices 11 SECTION 2.05. Agent for Service of Process 11 SECTION 2.06. Business Purpose 11 SECTION 2.07. Powers of the Partnership 11 SECTION 2.08. Partners; Admission of New Partners 12 SECTION 2.09. Withdrawal 12

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner 12 SECTION 3.02. Compensation 13 SECTION 3.03. Expenses 13 SECTION 3.04. Officers 13 SECTION 3.05. Authority of Partners 13 SECTION 3.06. Action by Written Consent or Ratification 14

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions 14 SECTION 4.02. Liquidation Distribution 15 SECTION 4.03. Limitations on Distribution 15 SECTION 4.04. Other Distributions 15

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

SECTION 5.01. Initial Capital Contributions 15 SECTION 5.02. No Additional Capital Contributions 15 SECTION 5.03. Capital Accounts 16

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SECTION 5.04. Allocations of Profits and Losses 16 SECTION 5.05. Special Allocations 16 SECTION 5.06. Tax Allocations 18 SECTION 5.07. Tax Advances 18 SECTION 5.08. Tax Matters 18 SECTION 5.09. Other Allocation Provisions 19

ARTICLE VI

BOOKS AND RECORDS; REPORTS

SECTION 6.01. Books and Records 19

ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units 20 SECTION 7.02. Register 20 SECTION 7.03. Registered Partners 20

ARTICLE VIII

VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

SECTION 8.01. Vesting of Initial Unvested Units 20 SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners 21 SECTION 8.03. Limited Partner Transfers 22 SECTION 8.04. Minimum Retained Ownership Requirement 23 SECTION 8.05. Mandatory Exchanges 24 SECTION 8.06. Encumbrances 24 SECTION 8.07. Further Restrictions 24 SECTION 8.08. Rights of Assignees 25 SECTION 8.09. Admissions, Withdrawals and Removals 25 SECTION 8.10. Admission of Assignees as Substitute Limited Partners 26 SECTION 8.11. Withdrawal and Removal of Limited Partners 26

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.01. No Dissolution 26 SECTION 9.02. Events Causing Dissolution 26 SECTION 9.03. Distribution upon Dissolution 27 SECTION 9.04. Time for Liquidation 28 SECTION 9.05. Termination 28 SECTION 9.06. Claims of the Partners 28 SECTION 9.07. Survival of Certain Provisions 28

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ARTICLE X

LIABILITY AND INDEMNIFICATION

SECTION 10.01. Liability of Partners 28 SECTION 10.02. Indemnification 29

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability 31 SECTION 11.02. Notices 31 SECTION 11.03. Cumulative Remedies 32 SECTION 11.04. Binding Effect 32 SECTION 11.05. Interpretation 32 SECTION 11.06. Counterparts 32 SECTION 11.07. Further Assurances 33 SECTION 11.08. Entire Agreement 33 SECTION 11.09. Governing Law 33 SECTION 11.10. Submission to Jurisdiction; Waiver of Jury Trial 33 SECTION 11.11. Expenses 34 SECTION 11.12. Amendments and Waivers 34 SECTION 11.13. No Third Party Beneficiaries 35 SECTION 11.14. Headings 35 SECTION 11.15. Construction 35 SECTION 11.16. Power of Attorney 35 SECTION 11.17. Letter Agreements; Schedules 36 SECTION 11.18. Partnership Status 36

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OF


This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Blackstone Holdings I L.P. (the “Partnership ”) is made as of the 1st day of July, 2019, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the lawsof the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amendedfrom time to time, the “ Certificate ”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited PartnershipAgreement of the Partnership dated as of May 18, 2007 (the “ Original Agreement ”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnershipdated as of June 18, 2007, as amended by Amendment No. 1 thereto, dated as of November 3, 2009 (as so amended, the “ First Amended and RestatedAgreement ”); and

WHEREAS, in connection with the conversion of The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation (the “Conversion ”), the parties to the First Amended and Restated Agreement now wish to amend and restate the First Amended and Restated Agreement in itsentirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the partieshereto agree to amend and restate the First Amended and Restated Agreement in its entirety to read as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicableto both the singular and plural form of the terms defined):

“ Act ” means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii).

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted by (i) taking intoaccount the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) byadding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant toRegulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or byapplicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of RegulationsSection 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, isControlled by, or is under common Control with, such specified Person.

“ Agreement ” has the meaning set forth in the preamble of this Agreement.

“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii).

“ Assignee ” has the meaning set forth in Section 8.08.

“ Assumed Tax Rate ” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for anindividual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described inSection 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but nottaking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed TaxRate will be the same for all Partners.

“ Available Cash ” means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deemsavailable for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the GeneralPartner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims withrespect to the Partnership’s operations.

“ Blackstone Holdings Partnerships ” means each of the Partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, BlackstoneHoldings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite and Blackstone Holdings IV L.P., aQuébec société en commandite.

“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof.

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value ofany property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to thePartnership pursuant to Article V.

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“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initialcarrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by theGeneral Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rulesset forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of anyadditional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distributionof more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any otherdate specified in the United States Treasury Regulations; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be madeonly if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The CarryingValue of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case ofany asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated forpurposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciationshall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“ Category 1 Limited Partner ” means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 LimitedPartner.





“ Category 6 Limited Partner ” means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner.

“ Cause ” means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by theGeneral Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) anymaterial breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior thatis or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case ofany of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written

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notice (a “ Notice of Breach ”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to curesuch breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from theGeneral Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided , that such EmployedLimited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against theBlackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty ornolo 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 U.S. federal or state or comparablenon-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules orregulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S.securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensingrequirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a seniormanaging director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account theservices required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliatedentities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.

“ Certificate ” has the meaning set forth in the preamble of this Agreement.

“ Change of Control ” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved by BlackstoneGroup Management L.L.C., becoming the Class C Stockholder.

“ Charity ” means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined withoutreference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522.

“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to theprovisions of this Agreement.

“ Class A Common Stock ” means the Class A common stock, par value $0.00001 per share, of the Issuer.

“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertainingthereto as are set forth in this Agreement.

“ Class C Stockholder ” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permitted assignthat owns the Class C common stock, par value $0.00001 per share, of the Issuer at the applicable time.

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“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Contingencies ” has the meaning set forth in Section 9.03(b).

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, bycontract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board ofdirectors or similar body governing the affairs of such Person.

“ Conversion ” has the meaning set forth in the recitals hereto.

“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.

“ Creditable Non -U.S. Tax ” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case tothe extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes withoutregard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistentwith the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistentlytherewith.

“ Delaware Arbitration Act ” has the meaning set forth in Section 11.10(d) of this Agreement.

“ Disability ” means, as to any Person, such Person’s inability to perform in all material respects his or her duties and responsibilities to the GeneralPartner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and hascontinued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith.

“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

“ Dissolution Event ” has the meaning set forth in Section 9.02 of this Agreement.

“ Employed Limited Partner ” means any Limited Partner that is employed by or providing services to the Class C Stockholder, the Issuer, theGeneral Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner.

“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptiveright, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ ERISA ” means The Employee Retirement Income Security Act of 1974, as amended.

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“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Fourth Amended and Restated Exchange Agreement, dated as of the date hereof, among the Issuer, theBlackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as it may be amended, supplementedor restated from time to time.

“ Exchange Transaction ” means an exchange of Units for shares of Class A Common Stock pursuant to, and in accordance with, the ExchangeAgreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of theirsubsidiaries for other consideration.

“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii).

“ First Amended and Restated Agreement ” has the meaning set forth in the preamble hereto.

“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequenttwelve-month period commencing on January 1 and ending on December 31.

“ GAAP ” means accounting principles generally accepted in the United States of America as in effect from time to time.

“ General Partner ” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws of the State of Delaware or anysuccessor general partner admitted to the Partnership in accordance with the terms of this Agreement.

“ Government Official ” means a person who holds a high-level, full-time position with a national, supranational, U.S. federal, U.S. state or City ofNew York government.

“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity,permanent disability or death of such Person.

“ Initial Limited Partner ” means each Limited Partner as of the date of the First Amended and Restated Agreement.

“ Initial Units ” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as ofthe date of the First Amended and Restated Agreement.

“ Initial Unvested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial LimitedPartner as of the date of the First Amended and Restated Agreement.

“ Initial Vested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of thePartnership as of the date of the First Amended and Restated Agreement, and any additional Initial Units that have vested from time to time in accordancewith Section 8.01 of this Agreement.

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“ Intangible Assets ” means the assets of the Partnership that are described in Section 197(d) of the Code.

“ Intangible Asset Gain ” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with theactual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection withan adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extentthat any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.

“ IPO ” means the initial public offering and sale of common units representing limited partner interests of The Blackstone Group L.P., ascontemplated by The Blackstone Group L.P.’s Registration Statement on Form S-1 (File No. 333-141504).

“ Issuer ” means The Blackstone Group Inc., a corporation incorporated under the laws of the State of Delaware, or any successor thereto.

“ Last Reported Sale Price ” of the Class A Common Stock on any date means:

(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price);

(b) if the Class A Common Stock is not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price isreported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant toSection 6(g) of the Exchange Act on which the Class A Common Stock is listed;

(c) if the Class A Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Class A Common Stock on thatdate in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Class A Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid and askprices for the Class A Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for this purpose.

“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgatedby any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefromwith jurisdiction over the Partnership or any Partner, as the case may be.

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“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, and, forpurposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle of such Limited Partner.

“ Liquidation Agent ” has the meaning set forth in Section 9.03 of this Agreement.

“ Minimum Retained Ownership Requirement ” has the meaning set forth in Section 8.04(a).

“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i).

“ Non -Competition Agreement ” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement andContracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Agreement bycertain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered intofrom time to time by an Employed Limited Partner, as amended from time to time.

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of thePartnership for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year,determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“ Original Agreement ” has the meaning set forth in the preamble of this Agreement.

“ Partners ” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in eachcase for so long as he, she or it remains a partner of the Partnership as provided hereunder.

“ Partnership ” has the meaning set forth in the preamble of this Agreement.

“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ Partnership Representative ” has the meaning set forth in Section 5.08.

“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury RegulationsSection 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (asdefined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury RegulationsSection 1.704-2(i)(2).

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“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust,unincorporated or governmental organization or any agency or political subdivision thereof.

“ Personal Planning Vehicle ” means, in respect of any Limited Partner, any estate, family limited liability company, family limited partnership, orinter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of thePartnership.

“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof,determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) allitems of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) anyincome of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall beadded to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gainor loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value(other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall beincluded as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federalincome tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profitsand Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or othercost recovery deductions bears to such adjusted tax basis ( provided that if the U.S. federal income tax depreciation, amortization or other cost recoverydeduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recoverydeductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxableincome or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated asdeductible items.

“ Restricted Period ,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.

“ Restrictive Covenant ,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.

“ Retirement ” (including the term “ Retire ”) means retirement of an Employed Limited Partner from his or her employment with the Class CStockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full yearsof service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of fiveyears of service; provided , however, that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

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“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner byvirtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for theinvestment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transactionprovisions contained in Title I of ERISA or Section 4975 of the Code.

“ Tax Advances ” has the meaning set forth in Section 5.07.

“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i).

“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i).

“ Tax Matters Partner ” has the meaning set forth in Section 5.08.

“ Total Percentage Interest ” means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) thenowned by such Partner by the number of Units then owned by all Partners.

“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whethervoluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

“ Transferee ” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof.

“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may beamended from time to time (including corresponding provisions of succeeding regulations).

“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in thePartnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses,deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof maybe entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of thisAgreement.

“ Unvested Units ” means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time totime in accordance with this Agreement.

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“ Vested Percentage Interest ” means, with respect to any Partner, the quotient obtained by dividing the number of Vested Units then owned by suchPartner by the number of Vested Units then owned by all Partners.

“ Vested Units ” means those Units listed as vested Units in the books and records of the Partnership, as the same may be amended from time to timein accordance with this Agreement.

ARTICLE II


SECTION 2.01. Formation . The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 18, 2007 of theCertificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the LimitedPartners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner toaccomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of alimited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limitedpartnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all otherfilings required to be made by the Partnership.

SECTION 2.02. Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, BlackstoneHoldings I L.P.

SECTION 2.03. Term . The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until thedissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in themanner required by the Act.

SECTION 2.04. Offices . The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner fromtime to time may select.

SECTION 2.05. Agent for Service of Process . The Partnership’s registered agent for service of process in the State of Delaware shall be as set forthin the Certificate, as the same may be amended by the General Partner from time to time.

SECTION 2.06. Business Purpose . The Partnership was formed for the object and purpose of, and the nature and character of the business to beconducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

SECTION 2.07. Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all ofthe powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership bythe Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to theconduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

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SECTION 2.08. Partners; Admission of New Partners . Each of the Persons listed in the books and records of the Partnership, as the same may beamended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, asapplicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expresslyprovided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time totime as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner anappropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may beamended from time to time.

SECTION 2.09. Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Unitsowned by such Partner in accordance with Article VIII; provided , however, that a new General Partner or substitute General Partner may be admitted to thePartnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner . (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusivedirection of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

(b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to manage or cause themanagement of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers:

(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Partnership;

(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer andother documents on behalf of the Partnership;

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for,indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(iv) to employ, retain, consult with and dismiss personnel;

(v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

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(vi) to engage attorneys, consultants and accountants for the Partnership;

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and

(viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time.

SECTION 3.02. Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacityas General Partner.

SECTION 3.03. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner inconnection with serving as the general partner of the Partnership.

SECTION 3.04. Officers . Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of thePartnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to“chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accountingofficer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,”“general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers ofthe Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise asshall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to thesupervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities ofany employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of theGeneral Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. Noofficer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of theperformance of its duties hereunder or otherwise.

SECTION 3.05. Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of thePartnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnershipdescribed in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership,including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnershipshall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision ofthe General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of thisSection 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting

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in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall anyPartner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership inhis or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding theforegoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (andnot, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership tothe extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

SECTION 3.06. Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreementshall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions . (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, whichdistributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year willgive rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Available Cash in respectof income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient tocover such tax liabilities, provided that distributions pursuant to Section 4.04 and allocations pursuant to Section 5.04 related to such distributions shall notbe taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon theGeneral Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”).For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporationson a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the secondquarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount,less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for theFiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such FiscalYear, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause thePartnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount

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so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount isless than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ CreditAmount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the dateon which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount socalculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, thenthe difference (“ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years.Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant tothis Section 4.01(b) for purposes of the computations herein.

SECTION 4.02. Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

SECTION 4.03. Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shallnot make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

SECTION 4.04. Other Distributions . Distributions to each Partner pursuant to a Senior Managing Director Agreement or a Founding MemberAgreement shall constitute interests in the Partnership for U.S. federal income tax purposes.

ARTICLE V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;TAX ALLOCATIONS; TAX MATTERS

SECTION 5.01. Initial Capital Contributions . (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, thePartnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests inthe Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I/II Limited Partner L.L.C. werecancelled.

SECTION 5.02. No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additionalCapital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership withoutthe consent of the General Partner.

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SECTION 5.03. Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner inaccordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’sCapital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocatedpursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of thePartnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed bysuch Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of thisAgreement 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 asset forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed tothe Capital Account of the transferor to the extent it relates to the transferred interest.

SECTION 5.04. Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary,individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner aftergiving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be madepursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnershipliabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets ofthe Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and PartnerNonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shallbe treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its solediscretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.05. Special Allocations . Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback . If 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 Partnership taxable year, the Partnersshall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respectiveshares 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 soallocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimumgain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall berequired to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

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(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations ordistributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would havea deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as ifthis Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code andshall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) theamount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligatedto restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be speciallyallocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to thisSection 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocationsprovided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total PercentageInterests.

(e) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears theeconomic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury RegulationsSection 1.704-2(j).

(f) Creditable Non -U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly orindirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocatedpursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). Theprovisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall beinterpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken intoaccount in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all otheritems allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocationspursuant to Sections 5.05(b) or 5.05(c) had not occurred.

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SECTION 5.06. Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated amongthe Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes;provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, lossand deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of theCode (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the differencebetween Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes asit determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.07. Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to maketax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall berepaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, ifsuch distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of thisAgreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees toindemnify 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 other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or makea tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient topay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or otherpayments to such Partner.

SECTION 5.08. Tax Matters . For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matterspartner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning afterDecember 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the“Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except whereotherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating tofederal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, inconsultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the TaxMatters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep theother Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, fortheir review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of thePartnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal RevenueService Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities orinvestments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requestedfor purposes of allowing the Partners to prepare and file their own tax returns.

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SECTION 5.09. Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to themaintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a mannerconsistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counselto the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economicinterests of the Partners.

ARTICLE VI


SECTION 6.01. Books and Records . (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separatebooks of account for the Partnership in accordance with GAAP.

(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to such LimitedPartner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’sown expense:

(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powersof attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any,for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its solediscretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure ofwhich the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership isrequired by law or by agreement with any third party to keep confidential.

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ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units . Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. TheGeneral Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, otherClasses, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may besenior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share inProfits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership;(iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities(including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, theterms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued,evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnershipsecurities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relatingto the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in thisAgreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with thisAgreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwisespecified in this Agreement.

SECTION 7.02. Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information withrespect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of thePartnership.

SECTION 7.03. Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as theowner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person,whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII


SECTION 8.01. Vesting of Initial Unvested Units . (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Unitsshall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary dates of theconsummation of the IPO;

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(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by suchLimited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second, third,fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth, seventh andeighth anniversary dates of the consummation of the IPO.

(b) Notwithstanding Section 8.01(a), if earlier, the Initial Unvested Units shall vest and shall thereafter be Vested Units for all purposes of thisAgreement as follows: (i) upon the Retirement of an Employed Limited Partner, 50% of the Initial Unvested Units owned by such Limited Partner that areUnvested Units at that time shall vest and thereafter be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability of an EmployedLimited Partner, 100% of the Initial Unvested Units owned by such Limited Partner that are Unvested Units at that time shall vest and thereafter be VestedUnits for all purposes of this Agreement; and (iii) upon the occurrence of a Change of Control, 100% of the Initial Unvested Units that are Unvested Unitsat that time shall vest and thereafter be Vested Units for all purposes of this Agreement.

(c) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of the Initial Unvested Units ownedby any one or more Limited Partners at any time and from time to time, and in such event, such Initial Unvested Units shall vest and thereafter be VestedUnits for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of Initial Unvested Units shall be final andbinding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarlysituated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise.

(d) Upon the vesting of any Initial Unvested Units in accordance with this Section 8.01, the General Partner shall modify the books and recordsof the Partnership to reflect such vesting.

SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners . (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed toin writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partnerceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration,and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided , however, that if a Limited Partner ceases tobe an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth inSection 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall beimmediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such LimitedPartner ceases to be such a Government Official, in which case

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such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rightswith respect to such Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall becancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books andrecords of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which suchLimited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such LimitedPartner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partnershall cease to own or have any rights with respect to such Initial Units; provided , however, that Initial Units held by a Personal Planning Vehicle of aCategory 1 Limited Partner created prior to the date of the First Amended and Restated Agreement are not subject to forfeiture. Immediately upon theforfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.

(c) Upon the forfeiture of any Unvested Units in accordance with this Section 8.02, the General Partner shall modify the books and records ofthe Partnership to reflect such forfeiture.

SECTION 8.03. Limited Partner Transfers . (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assigneethereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficialinterest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including,without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, ineach case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding.Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated,and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not inaccordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, eachLimited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from timeto time; provided that Unvested Units may not be Transferred at any time.

(c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one ormore gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of InitialVested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for thepurpose of making gratuitous transfers to any Charity.

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(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partnermay exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other thanwith respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) oneyear from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed LimitedPartner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by suchLimited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an ExchangeTransaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change ofControl, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by suchLimited Partner; provided that in each case Unvested Units may not by Transferred at any time.

(e) [Reserved]

(f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to thedonor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantorretained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantorretained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuitytrust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction underSection 2056 or 2056A (or any successor provisions) of the Code may be sought.

SECTION 8.04. Minimum Retained Ownership Requirement . (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners andthe Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any timean Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination ofemployment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner andby any Personal Planning Vehicle of such Employed Limited Partner (the “ Minimum Retained Ownership Requirement ”); and provided that upon theRetirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by aPersonal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as“Non- Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of InitialVested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be heldby such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained OwnershipRequirement set forth in this Section 8.04(a).

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(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal PlanningVehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of allInitial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billiondivided by the Last Reported Sale Price per share of Class A Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by aPersonal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to thedate of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non-Minimum Retained OwnershipRequirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received bysuch Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held bysuch Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum RetainedOwnership Requirement set forth in this Section 8.04(b).

SECTION 8.05. Mandatory Exchanges . The General Partner may in its sole discretion at any time and from time to time, without the consent of anyLimited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by suchLimited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or notsuch Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held bythem.

SECTION 8.06. Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or anybeneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, whichconsent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Anypurported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

SECTION 8.07. Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made byany Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

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(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federalor state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S securities laws (including Canadianprovincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code orany applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or anyapplicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA,any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments(including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are ina form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

SECTION 8.08. Rights of Assignees . Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be anassignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit orsimilar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rightsor powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. Thetransferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted tothe Partnership as a Partner pursuant to Section 8.10.

SECTION 8.09. Admissions, Withdrawals and Removals . (a) No Person may be admitted to the Partnership as an additional General Partner orsubstitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the VestedPercentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a GeneralPartner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.11hereof.

(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause thedissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with thisAgreement shall be null and void.

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SECTION 8.10. Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when eachof the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions asare determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instrumentsof Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner(as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect thatsuch Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expensesconnected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

SECTION 8.11. Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shallwithdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX


SECTION 9.01. No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners orwithdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated onlypursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of thePartnership or a sale or partition of any or all of the Partnership assets.

SECTION 9.02. Events Causing Dissolution . The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of thefollowing events (each, a “ Dissolution Event ”):

(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competentjurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated toaffect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itselfin a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of thePartnership with the General Partner;

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(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of all Partners;

(d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided thatthe Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time ofthe occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business ofthe Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of anothergeneral partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent orratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continuethe business of the Partnership.

SECTION 9.03. Distribution upon Dissolution . Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up ofthe affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the GeneralPartner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determinesotherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall beapplied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliatesto the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agentshall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”).Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement inpayment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance inthe manner hereinafter provided in this Section 9.03; and

(b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

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SECTION 9.04. Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership andthe discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

SECTION 9.05. Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for alldebts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and theCertificate shall have been cancelled in the manner required by the Act.

SECTION 9.06. Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and ifthe assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to returnsuch Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negativebalance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restoresuch negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent requiredby the Act.

SECTION 9.07. Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 andSection 11.09 shall survive the termination of the Partnership.

ARTICLE X


SECTION 10.01. Liability of Partners .

(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation torestore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation,the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, mayexist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to thePartnership are only as expressly set forth in this Agreement and those required by the Act.

(c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties)and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under thisAgreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisionsof this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, theGeneral Partner) otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partnersrelating thereto (including without limitation, the General Partner).

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(d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or takenby the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance withthe advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will befully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement theGeneral Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, suchGeneral Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permittedby applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or(ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any otheror different standards.

SECTION 10.02. Indemnification .

(a) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors oradministrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit orproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal,including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or adirector or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at therequest of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding,including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thePartnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believethat such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall berequired to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such persononly if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to anofficer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, ChiefOperating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any

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other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalentorganizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not anofficer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is ormay be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of theGeneral Partner or the Partnership for purposes of this Section 10.02.

(b) Advancement of Expenses . To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees)incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the finaldisposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if itshall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined bythe General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the GeneralPartner in its sole discretion that such person will be able to repay such amount if it ultimately shall be determined that such person is not entitled to beindemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), thePartnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof)commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the GeneralPartner.

(c) Unpaid Claims . If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement ofexpenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) hasbeen received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shallbe entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is notentitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance . To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person describedin Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person againstsuch liability under the provisions of this Section 10.02 or otherwise.

(e) Non -Exclusivity of Rights . The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made orcommenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after itsadoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification underthis Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicableLaw, if any, are in effect, and any amendment, modification

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or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretoforeexisting, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of thisSection 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remainingprovisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights towhich any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in suchperson’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership isobligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.

For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include anyexcise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include anyservice as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, oragent with respect to an employee benefit plan, its participants, or beneficiaries.

This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and to advance expensesto, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a).

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by anyrule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as theeconomic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or otherprovision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect theoriginal intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated asoriginally contemplated to the fullest extent possible.

SECTION 11.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (andshall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or byregistered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a partyas shall be specified in a notice given in accordance with this Section 11.02):

(a) If to the Partnership, to:

Blackstone Holdings I L.P.

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c/o Blackstone Holdings I/II GP L.L.C.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]

(b) If to any Partner, to:


(c) If to the General Partner, to:

Blackstone Holdings I/II GP L.L.C.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]

SECTION 11.03. Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedyby any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights theparties may have by Law.

SECTION 11.04. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted bythis Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 11.05. Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singularor plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer tocorresponding provisions of this Agreement.

SECTION 11.06. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts,and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of whichtaken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission serviceshall be considered original executed counterparts for purposes of this Section 11.06.

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SECTION 11.07. Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may benecessary or appropriate to carry out the purposes and intent of this Agreement.

SECTION 11.08. Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

SECTION 11.09. Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION 11.10. 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 inconnection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope andenforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with thethen-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitratorwithin thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shallbe a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during anyarbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of theGeneral Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for thepurpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration awardand, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 11.10 to any such action orproceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculateand that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connectionwith any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Partner of any such service ofprocess, 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, NEWYORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF ORRELATING 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 fora designatedby this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

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(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have topersonal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph ofthis Section 11.10 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible tocomply 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 11.10, including any rules of theInternational Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shallnot invalidate all of this Section 11.10. In that case, this Section 11.10 shall be construed so as to limit any term or provision so as to make it valid orenforceable 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 11.10 shall be construed to omit such invalid or unenforceable provision.

SECTION 11.11. Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses,including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

SECTION 11.12. Amendments and Waivers . (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived ormodified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferencesof any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests ofthe Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend,supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may berequired in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary orappropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission,substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of theprincipal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment,supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S.federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that theGeneral Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change inthe dates on which distributions are to be made by the Partnership.

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(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of timespecified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or theexercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remediesprovided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations toprovide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair marketvalue of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership andeach of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the InternalRevenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while theelection remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed TreasuryRegulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding-up, liquidation, or dissolution of the Partnership, each Partnerhereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’sproperty.

SECTION 11.13. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and theirpermitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

SECTION 11.14. Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no wayintended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.15. Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of thisAgreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreementwill be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extentpermitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should beinterpreted most strongly against the party who drafted such language.

SECTION 11.16. Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the GeneralPartner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make,execute, sign, acknowledge, swear to, record and file (a) this

35

Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of thePartnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments(including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners)deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit thePartnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction wherethe Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreementor the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted LimitedPartners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effectthe liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’sactivities) to be filed on behalf of the Partnership.

SECTION 11.17. Letter Agreements; Schedules . The General Partner may, or may cause the Partnership to, without the approval of any LimitedPartner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms andconditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. TheGeneral Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and recordsof the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not bedeemed to be part of this Agreement for any purpose whatsoever.

SECTION 11.18. Partnership Status . The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respectiveauthorized officers, in each case as of the date first above stated.

GENERAL PARTNER:

BLACKSTONE HOLDINGS I/II GP L.L.C.

By: The Blackstone Group Inc., its sole member


[Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P.]

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as LimitedPartners of the Partnership, pursuant to powers of attorneynow and hereafter executed in favor of, and granted anddelivered to the General Partner without execution hereofpursuant to Section 11.16 of the First Amended and RestatedAgreement.

By: BLACKSTONE HOLDINGS I/II GP L.L.C.



[Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings I L.P.]

Exhibit 99.2

Execution Version


OF

BLACKSTONE HOLDINGS II L.P.


THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS II L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND AREBEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHLAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THETERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BETRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIRINVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions 1

ARTICLE II


SECTION 2.01. Formation 11 SECTION 2.02. Name 11 SECTION 2.03. Term 11 SECTION 2.04. Offices 11 SECTION 2.05. Agent for Service of Process 11 SECTION 2.06. Business Purpose 11 SECTION 2.07. Powers of the Partnership 11 SECTION 2.08. Partners; Admission of New Partners 12 SECTION 2.09. Withdrawal 12

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner 12 SECTION 3.02. Compensation 13 SECTION 3.03. Expenses 13 SECTION 3.04. Officers 13 SECTION 3.05. Authority of Partners 13 SECTION 3.06. Action by Written Consent or Ratification 14

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions 14 SECTION 4.02. Liquidation Distribution 15 SECTION 4.03. Limitations on Distribution 15

ARTICLE V


SECTION 5.01. Initial Capital Contributions 15 SECTION 5.02. No Additional Capital Contributions 15 SECTION 5.03. Capital Accounts 15 SECTION 5.04. Allocations of Profits and Losses 16

i

SECTION 5.05. Special Allocations 16 SECTION 5.06. Tax Allocations 17 SECTION 5.07. Tax Advances 18 SECTION 5.08. Tax Matters 18 SECTION 5.09. Other Allocation Provisions 19

ARTICLE VI


SECTION 6.01. Books and Records 19

ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units 19 SECTION 7.02. Register 20 SECTION 7.03. Registered Partners 20

ARTICLE VIII


SECTION 8.01. Vesting of Initial Unvested Units 20 SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners 21 SECTION 8.03. Limited Partner Transfers 22 SECTION 8.04. Minimum Retained Ownership Requirement 23 SECTION 8.05. Mandatory Exchanges 24 SECTION 8.06. Encumbrances 24 SECTION 8.07. Further Restrictions 24 SECTION 8.08. Rights of Assignees 25 SECTION 8.09. Admissions, Withdrawals and Removals 25 SECTION 8.10. Admission of Assignees as Substitute Limited Partners 25 SECTION 8.11. Withdrawal and Removal of Limited Partners 26

ARTICLE IX


SECTION 9.01. No Dissolution 26 SECTION 9.02. Events Causing Dissolution 26 SECTION 9.03. Distribution upon Dissolution 27 SECTION 9.04. Time for Liquidation 27 SECTION 9.05. Termination 27 SECTION 9.06. Claims of the Partners 28 SECTION 9.07. Survival of Certain Provisions 28

ii

ARTICLE X


SECTION 10.01. Liability of Partners 28 SECTION 10.02. Indemnification 29

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability 31 SECTION 11.02. Notices 31 SECTION 11.03. Cumulative Remedies 32 SECTION 11.04. Binding Effect 32 SECTION 11.05. Interpretation 32 SECTION 11.06. Counterparts 32 SECTION 11.07. Further Assurances 32 SECTION 11.08. Entire Agreement 32 SECTION 11.09. Governing Law 32 SECTION 11.10. Submission to Jurisdiction; Waiver of Jury Trial 33 SECTION 11.11. Expenses 34 SECTION 11.12. Amendments and Waivers 34 SECTION 11.13. No Third Party Beneficiaries 35 SECTION 11.14. Headings 35 SECTION 11.15. Construction 35 SECTION 11.16. Power of Attorney 35 SECTION 11.17. Letter Agreements; Schedules 36 SECTION 11.18. Partnership Status 36

iii


OF


This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Blackstone Holdings II L.P. (the “Partnership ”) is made as of the 1st day of July, 2019, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the lawsof the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amendedfrom time to time, the “ Certificate ”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited PartnershipAgreement of the Partnership dated as of May 18, 2007 (the “ Original Agreement ”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnershipdated as of June 18, 2007, as amended by Amendment No. 1 thereto, dated as of November 3, 2009 (as so amended, the “ First Amended and RestatedAgreement ”); and



ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicableto both the singular and plural form of the terms defined):



“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted by (i) taking intoaccount the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) byadding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant toRegulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or byapplicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of RegulationsSection 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.







“ Blackstone Holdings Partnerships ” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, BlackstoneHoldings AI L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite and Blackstone Holdings IV L.P., aQuébec société en commandite.



2

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initialcarrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by theGeneral Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rulesset forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of anyadditional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distributionof more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any otherdate specified in the United States Treasury Regulations; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be madeonly if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The CarryingValue of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case ofany asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated forpurposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciationshall 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 as determined fairly, reasonably, on an informed basis and in good faith by theGeneral Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) anymaterial breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior thatis or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case ofany of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written

3

notice (a “ Notice of Breach ”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to curesuch breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from theGeneral Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided , that such EmployedLimited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against theBlackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty ornolo 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 U.S. federal or state or comparablenon-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules orregulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S.securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensingrequirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a seniormanaging director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account theservices required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliatedentities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.








4






“ Creditable Non -U.S. Tax ” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case tothe extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes withoutregard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistentwith the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistentlytherewith.








5











“ Initial Limited Partner ” means each Limited Partner as of the date of the First Amended and Restated Agreement.

“ Initial Units ” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as ofthe date of the First Amended and Restated Agreement.

“ Initial Unvested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial LimitedPartner as of the date of the First Amended and Restated Agreement.

“ Initial Vested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of thePartnership as of the date of the First Amended and Restated Agreement, and any additional Initial Units that have vested from time to time in accordancewith Section 8.01 of this Agreement.

6


“ Intangible Asset Gain ” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with theactual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection withan adjustment to the Carrying Value of Partnership assets; provided, however, that any such gain shall constitute “Intangible Asset Gain” only to the extentthat any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.









7





“ Non -Competition Agreement ” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement andContracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated Agreement bycertain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered intofrom time to time by an Employed Limited Partner, as amended from time to time.









8




“ Restricted Period ,” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.



9













10



ARTICLE II


SECTION 2.01. Formation . The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 18, 2007 of theCertificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the LimitedPartners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner toaccomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of alimited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limitedpartnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all otherfilings required to be made by the Partnership.

SECTION 2.02. Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, BlackstoneHoldings II L.P.

SECTION 2.03. Term . The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until thedissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in themanner required by the Act.

SECTION 2.04. Offices . The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner fromtime to time may select.

SECTION 2.05. Agent for Service of Process . The Partnership’s registered agent for service of process in the State of Delaware shall be as set forthin the Certificate, as the same may be amended by the General Partner from time to time.

SECTION 2.06. Business Purpose . The Partnership was formed for the object and purpose of, and the nature and character of the business to beconducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

SECTION 2.07. Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all ofthe powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership bythe Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to theconduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

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SECTION 2.08. Partners; Admission of New Partners . Each of the Persons listed in the books and records of the Partnership, as the same may beamended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, asapplicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expresslyprovided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time totime as a new Partner in accordance with Section 8.10; provided, however, that each new Partner shall execute and deliver to the General Partner anappropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may beamended from time to time.

SECTION 2.09. Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Unitsowned by such Partner in accordance with Article VIII; provided , however, that a new General Partner or substitute General Partner may be admitted to thePartnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

SECTION 3.01. General Partner . (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusivedirection of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.







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SECTION 3.02. Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacityas General Partner.

SECTION 3.03. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner inconnection with serving as the general partner of the Partnership.

SECTION 3.04. Officers . Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of thePartnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to“chief executive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accountingofficer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,”“general manager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers ofthe Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise asshall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to thesupervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities ofany employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of theGeneral Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. Noofficer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of theperformance of its duties hereunder or otherwise.

SECTION 3.05. Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of thePartnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnershipdescribed in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership,including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnershipshall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision ofthe General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of thisSection 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting

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in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall anyPartner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership inhis or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding theforegoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (andnot, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership tothe extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

SECTION 3.06. Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreementshall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions . (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, whichdistributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.

(b) (i) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year willgive rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Available Cash in respectof income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient tocover such tax liabilities. The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of theallocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the TaxAmount, the effect of any benefit under Section 743(b) of the Code will be ignored.

(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporationson a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the secondquarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount,less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for theFiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such FiscalYear, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause thePartnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative TaxDistributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax

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Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against,and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a taxreturn on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “ Final Tax Amount ”) and shall causethe Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended TaxAmount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“ Additional CreditAmount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and AdditionalCredit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of thecomputations herein.

SECTION 4.02. Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

SECTION 4.03. Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shallnot make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

ARTICLE V


SECTION 5.01. Initial Capital Contributions . (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, thePartnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests inthe Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I/II Limited Partner L.L.C. werecancelled.

SECTION 5.02. No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additionalCapital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership withoutthe consent of the General Partner.

SECTION 5.03. Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner inaccordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’sCapital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocatedpursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of thePartnership specially allocated to such Partner

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pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which suchproperty is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shallbe 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 anyinterest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extentit relates to the transferred interest.

SECTION 5.04. Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary,individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner aftergiving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be madepursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnershipliabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets ofthe Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and PartnerNonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shallbe treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its solediscretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

SECTION 5.05. Special Allocations . Notwithstanding any other provision in this Article V:


(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations ordistributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would havea deficit Adjusted Capital Account

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Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in thisAgreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistentlytherewith.




(f) Creditable Non -U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly orindirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocatedpursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). Theprovisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall beinterpreted consistently therewith.


SECTION 5.06. Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated amongthe Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes;provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, lossand deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of theCode (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take

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account of the difference between Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make suchallocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest inthe Partnership.

SECTION 5.07. Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to maketax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall berepaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, ifsuch distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of thisAgreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees toindemnify 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 other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or makea tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient topay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or otherpayments to such Partner.

SECTION 5.08. Tax Matters . For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matterspartner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for the years beginning afterDecember 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the“Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except whereotherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating tofederal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, inconsultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the TaxMatters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep theother Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, fortheir review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of thePartnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal RevenueService Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities orinvestments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requestedfor purposes of allowing the Partners to prepare and file their own tax returns.

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SECTION 5.09. Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to themaintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a mannerconsistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counselto the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economicinterests of the Partners.

ARTICLE VI


SECTION 6.01. Books and Records . (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separatebooks of account for the Partnership in accordance with GAAP.


(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powersof attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and



ARTICLE VII

PARTNERSHIP UNITS

SECTION 7.01. Units . Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. TheGeneral Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, otherClasses, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may besenior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share inProfits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and

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liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or otherPartnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion orexchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnershipsecurity will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Unitsor other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters,including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except asexpressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be establishedin accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in eachcase as otherwise specified in this Agreement.

SECTION 7.02. Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information withrespect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of thePartnership.

SECTION 7.03. Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as theowner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person,whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII


SECTION 8.01. Vesting of Initial Unvested Units . (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Unitsshall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:



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SECTION 8.02. Forfeiture of Units Held by Initial Limited Partners . (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed toin writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partnerceases to be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration,and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided , however, that if a Limited Partner ceases tobe an Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth inSection 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall beimmediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such LimitedPartner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial UnvestedUnits, such Unvested Units that have been so forfeited shall be cancelled.

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(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books andrecords of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which suchLimited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such LimitedPartner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partnershall cease to own or have any rights with respect to such Initial Units; provided , however, that Initial Units held by a Personal Planning Vehicle of aCategory 1 Limited Partner created prior to the date of the First Amended and Restated Agreement are not subject to forfeiture. Immediately upon theforfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.


SECTION 8.03. Limited Partner Transfers . (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assigneethereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficialinterest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including,without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, ineach case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding.Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated,and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not inaccordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.



(d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partnermay exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other thanwith respect to a Category 1 Limited Partner, following an

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Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) theexpiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an ExchangeTransaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Mr. Stephen A. Schwarzman’stermination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of theInitial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an ExchangeTransaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Unitsmay not by Transferred at any time.

(e) [Reserved]


SECTION 8.04. Minimum Retained Ownership Requirement . (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners andthe Category 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any timean Employed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination ofemployment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner andby any Personal Planning Vehicle of such Employed Limited Partner (the “ Minimum Retained Ownership Requirement ”); and provided that upon theRetirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by aPersonal Planning Vehicle created prior to the date of the First Amended and Restated Agreement identified in the books and records of the Partnership as“Non- Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of InitialVested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be heldby such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained OwnershipRequirement set forth in this Section 8.04(a).

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(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal PlanningVehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of allInitial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billiondivided by the Last Reported Sale Price per share of Class A Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by aPersonal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to thedate of the First Amended and Restated Agreement identified in the books and records of the Partnership as “Non-Minimum Retained OwnershipRequirement Units”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received bysuch Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held bysuch Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum RetainedOwnership Requirement set forth in this Section 8.04(b).

SECTION 8.05. Mandatory Exchanges . The General Partner may in its sole discretion at any time and from time to time, without the consent of anyLimited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by suchLimited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or notsuch Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held bythem.

SECTION 8.06. Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or anybeneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, whichconsent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Anypurported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

SECTION 8.07. Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made byany Limited Partner or Assignee if:



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SECTION 8.08. Rights of Assignees . Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be anassignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit orsimilar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rightsor powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. Thetransferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted tothe Partnership as a Partner pursuant to Section 8.10.

SECTION 8.09. Admissions, Withdrawals and Removals . (a) No Person may be admitted to the Partnership as an additional General Partner orsubstitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the VestedPercentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a GeneralPartner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).



SECTION 8.10. Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when eachof the following conditions is satisfied:


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SECTION 8.11. Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shallwithdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX


SECTION 9.01. No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners orwithdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated onlypursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of thePartnership or a sale or partition of any or all of the Partnership assets.

SECTION 9.02. Events Causing Dissolution . The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of thefollowing events (each, a “ Dissolution Event ”):




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SECTION 9.03. Distribution upon Dissolution . Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up ofthe affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the GeneralPartner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determinesotherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall beapplied and distributed in the following order:



SECTION 9.04. Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership andthe discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

SECTION 9.05. Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for alldebts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and theCertificate shall have been cancelled in the manner required by the Act.

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SECTION 9.06. Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and ifthe assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to returnsuch Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negativebalance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restoresuch negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent requiredby the Act.

SECTION 9.07. Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 andSection 11.09 shall survive the termination of the Partnership.

ARTICLE X


SECTION 10.01. Liability of Partners .





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SECTION 10.02. Indemnification .

(a) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors oradministrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit orproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal,including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or adirector or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at therequest of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding,including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thePartnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believethat such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall berequired to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such persononly if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to anofficer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, ChiefOperating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointedpursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalent organizational documents of the GeneralPartner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not an officer thereof as described in thepreceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is or may be an officer of the GeneralPartner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of the General Partner or thePartnership for purposes of this Section 10.02.

29




(e) Non -Exclusivity of Rights . The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made orcommenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after itsadoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification underthis Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicableLaw, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any stateof facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or inpart on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application by reason of any law or regulation,it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of,nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement oras a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the Partnership thatindemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted bylaw.

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For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include anyexcise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include anyservice as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, oragent with respect to an employee benefit plan, its participants, or beneficiaries.


ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by anyrule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as theeconomic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or otherprovision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect theoriginal intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated asoriginally contemplated to the fullest extent possible.

SECTION 11.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (andshall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or byregistered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a partyas shall be specified in a notice given in accordance with this Section 11.02):


Blackstone Holdings II L.P.c/o Blackstone Holdings I/II GP L.L.C.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]

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SECTION 11.03. Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedyby any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights theparties may have by Law.

SECTION 11.04. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted bythis Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 11.05. Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singularor plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer tocorresponding provisions of this Agreement.

SECTION 11.06. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts,and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of whichtaken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission serviceshall be considered original executed counterparts for purposes of this Section 11.06.

SECTION 11.07. Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may benecessary or appropriate to carry out the purposes and intent of this Agreement.

SECTION 11.08. Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

SECTION 11.09. Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

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(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or inconnection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope andenforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with thethen-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitratorwithin thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shallbe a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during anyarbitration proceedings.




(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible tocomply 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

33

jurisdiction that any provision or wording of this Section 11.10, including any rules of the International Chamber of Commerce, shall be invalid orunenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shall not invalidate all of this Section 11.10. In that case, thisSection 11.10 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the DelawareArbitration Act or other applicable Law, and, in the event such term or provision cannot be so limited, this Section 11.10 shall be construed to omit suchinvalid or unenforceable provision.

SECTION 11.11. Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses,including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

SECTION 11.12. Amendments and Waivers . (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived ormodified by the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferencesof any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests ofthe Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend,supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may berequired in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary orappropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission,substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of theprincipal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment,supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S.federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that theGeneral Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change inthe dates on which distributions are to be made by the Partnership.


(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations toprovide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair marketvalue of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership andeach of its

34

Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal RevenueService with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the electionremains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed TreasuryRegulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.


SECTION 11.13. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and theirpermitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

SECTION 11.14. Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no wayintended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.15. Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of thisAgreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreementwill be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extentpermitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should beinterpreted most strongly against the party who drafted such language.

SECTION 11.16. Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the GeneralPartner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make,execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided;(b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of thisAgreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matterreceiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including theprovisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the LimitedPartners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deemsappropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, theadmission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement;

35

(e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership;and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

SECTION 11.17. Letter Agreements; Schedules . The General Partner may, or may cause the Partnership to, without the approval of any LimitedPartner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms andconditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. TheGeneral Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and recordsof the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not bedeemed to be part of this Agreement for any purpose whatsoever.

SECTION 11.18. Partnership Status . The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.


36


GENERAL PARTNER:




[ Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P. ]

LIMITED PARTNERS:





[ Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings II L.P. ]

Exhibit 99.3

Execution Version

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BLACKSTONE HOLDINGS III L.P.


THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS III L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND AREBEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHLAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THETERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BETRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIRINVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


ARTICLE I

DEFINITIONS

Section 1.01. Definitions 1

ARTICLE II


Section 2.01. Formation 11Section 2.02. Name 11Section 2.03. Term 11Section 2.04. Offices 11Section 2.05. Agent for Service of Process 11Section 2.06. Business Purpose 12Section 2.07. Powers of the Partnership 12Section 2.08. Partners; Admission of New Partners 12Section 2.09. Withdrawal 12

ARTICLE III

MANAGEMENT

Section 3.01. General Partner 12Section 3.02. Compensation 13Section 3.03. Expenses 13Section 3.04. Officers 13Section 3.05. Authority of Partners 14Section 3.06. Action by Written Consent or Ratification 14

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions 14Section 4.02. Liquidation Distribution 15Section 4.03. Limitations on Distribution 15

ARTICLE V


Section 5.01. Initial Capital Contributions 15Section 5.02. No Additional Capital Contributions 16Section 5.03. Capital Accounts 16Section 5.04. Allocations of Profits and Losses 16

i

Section 5.05. Special Allocations 16Section 5.06. Tax Allocations 18Section 5.07. Tax Advances 18Section 5.08. Tax Matters 18Section 5.09. Other Allocation Provisions 19

ARTICLE VI


Section 6.01. Books and Records 19

ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units 20Section 7.02. Register 20Section 7.03. Registered Partners 20

ARTICLE VIII


Section 8.01. Vesting of Initial Unvested Units 21Section 8.02. Forfeiture of Units Held by Initial Limited Partners 22Section 8.03. Limited Partner Transfers 22Section 8.04. Minimum Retained Ownership Requirement 23Section 8.05. Mandatory Exchanges 24Section 8.06. Encumbrances 24Section 8.07. Further Restrictions 25Section 8.08. Rights of Assignees 25Section 8.09. Admissions, Withdrawals and Removals 25Section 8.10. Admission of Assignees as Substitute Limited Partners 26Section 8.11. Withdrawal and Removal of Limited Partners 26

ARTICLE IX


Section 9.01. No Dissolution 26Section 9.02. Events Causing Dissolution 27Section 9.03. Distribution upon Dissolution 27Section 9.04. Time for Liquidation 28Section 9.05. Termination 28Section 9.06. Claims of the Partners 28Section 9.07. Survival of Certain Provisions 28

ii

ARTICLE X


Section 10.01. Liability of Partners 28Section 10.02. Indemnification 29

ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability 31Section 11.02. Notices 32Section 11.03. Cumulative Remedies 32Section 11.04. Binding Effect 32Section 11.05. Interpretation 32Section 11.06. Counterparts 33Section 11.07. Further Assurances 33Section 11.08. Entire Agreement 33Section 11.09. Governing Law 33Section 11.10. Submission to Jurisdiction; Waiver of Jury Trial 33Section 11.11. Expenses 34Section 11.12. Amendments and Waivers 34Section 11.13. No Third Party Beneficiaries 35Section 11.14. Headings 35Section 11.15. Construction 35Section 11.16. Power of Attorney 35Section 11.17. Letter Agreements; Schedules 36Section 11.18. Partnership Status 36

iii

THIRD AMENDED AND RESTATEDLIMITED PARTNERSHIP AGREEMENT

OFBLACKSTONE HOLDINGS III L.P.

This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Blackstone Holdings III L.P. (the “Partnership ”) is made as of the 1st day of July, 2019, by and among Blackstone Holdings III GP L.P., a limited partnership formed under the laws of theState of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the execution of the Limited Partnership Agreement of thePartnership dated as of June 13, 2007 (the “ Original Agreement ”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnershipdated as of June 18, 2007 (the “ First Amended and Restated Limited Partnership Agreement ”) and was further amended and restated by the SecondAmended and Restated Limited Partnership Agreement of the Partnership dated as of January 1, 2009, as amended by Amendment No. 1 thereto, dated as ofNovember 3, 2009 (as so amended, the “ Second Amended and Restated Limited Partnership Agreement ”); and

WHEREAS, in connection with the conversion of The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation (the “Conversion ”), the parties to the Second Amended and Restated Limited Partnership Agreement now wish to amend and restate the Second Amended andRestated Limited Partnership Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the partieshereto agree to amend and restate the Second Amended and Restated Limited Partnership Agreement in its entirety to read as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable toboth the singular and plural form of the terms defined):

“ Act ” means, the Civil Code and An Act respecting legal publicity of sole proprietorships, partnerships and legal persons (Québec), as they may beamended from time to time, and the laws of Québec applicable to partnerships.


1

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking intoaccount the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) byadding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant toRegulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or byapplicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of RegulationsSection 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.







“ Blackstone Holdings Partnerships ” means each of the Partnership, Blackstone Holdings AI L.P., a Delaware limited partnership, BlackstoneHoldings I L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, and Blackstone Holdings IV L.P., a Québecsociété en commandite.



2

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initialcarrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by theGeneral Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rulesset forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of anyadditional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distributionof more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any otherdate specified in the United States Treasury Regulations; provided , however , that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be madeonly if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The CarryingValue of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case ofany asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated forpurposes of the definition of “ Profits (Losses) ” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciationshall 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 as determined fairly, reasonably, on an informed basis and in good faith by theGeneral Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) anymaterial breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or behavior thatis or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way ( provided that, in the caseof any of the foregoing

3

clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “ Notice of Breach ”) within fifteen days after theGeneral Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behaviorwithin fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceedan additional fifteen days, as shall be reasonably required for such cure, provided , that such Employed Limited Partner is diligently pursuing such cure),(iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries andtheir affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including anymisdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), ora determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body havingauthority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such EmployedLimited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or anyrules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverseeffect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, as applicable, of the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of thebusiness of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities.



“ Civil Code ” means the Civil Code of Québec, RSQ ch. C-1991, as it may be amended from time to time.



“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “ Class A Units ” herein and having the rightspertaining thereto as are set forth in this Agreement.

4







“ Creditable Non-U.S. Tax ” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case tothe extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes withoutregard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistentwith the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistentlytherewith.

“ Declaration ” means the declaration of registration of the Partnership filed with the Registraire des entreprises (Québec) pursuant to the Act, asamended from time to time.





5







“ First Amended and Restated Limited Partnership Agreement ” has the meaning set forth in the preamble hereto.



“ General Partner ” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State of Delaware or any successorgeneral partner admitted to the Partnership in accordance with the terms of this Agreement.



“ Initial Limited Partner ” means each Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

“ Initial Units ” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as ofthe date of the First Amended and Restated Limited Partnership Agreement.

6

“ Initial Unvested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial LimitedPartner as of the date of the First Amended and Restated Limited Partnership Agreement.

“ Initial Vested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of thePartnership as of the date of the First Amended and Restated Limited Partnership Agreement, and any additional Initial Units that have vested from time totime in accordance with Section 8.01 of this Agreement.


“ Intangible Asset Gain ” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with theactual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection withan adjustment to the Carrying Value of Partnership assets; provided , however , that any such gain shall constitute “Intangible Asset Gain” only to the extentthat any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.








7


“ Limited Partner ” means a special partner, as defined in the Act and, more specifically, each of the Persons from time to time listed as a limitedpartner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle ofsuch Limited Partner.




“ Non-Competition Agreement ” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement andContracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated LimitedPartnership Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similarsubject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.








8

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “ partner nonrecourse deductions ” set forth in Treasury RegulationsSection 1.704-2(i)(2).




“ Restricted Period, ” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.

“ Restrictive Covenant, ” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.

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“ Retirement ” (including the term “ Retire ”) means retirement of an Employed Limited Partner from his or her employment with the Class CStockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full yearsof service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of fiveyears of service; provided , however , that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.












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ARTICLE II


Section 2.01. Formation . The Partnership was formed as a limited partnership under the provisions of the Act by the execution of the OriginalAgreement. A Declaration was filed with the Registraire des entreprises (Québec) as of June 13, 2007, in accordance with the provisions of the Act. Ifrequested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of thisAgreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with allrequirements for (a) the formation and operation of a limited partnership under the laws of the Province of Québec, (b) if the General Partner deems itadvisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictionswhere the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, PlacementsBlackstone III s.e.c. and, in its English version, Blackstone Holdings III L.P.

Section 2.03. Term . The term of the Partnership commenced on the date of the Original Agreement, and the term shall continue until the dissolutionof the Partnership in accordance with Article IX. The existence of the Partnership shall continue until dissolution of the Partnership in the manner requiredby the Act.

Section 2.04. Offices . The Partnership may have offices at such places either within or outside the Province of Québec as the General Partner fromtime to time may select. As of the date hereof, the principal place of business and office of the Partnership is located at 345 Park Avenue, New York, NewYork 10154. The Québec domicile of the Partnership shall be located at 1 Place Ville Marie, 37th Floor, Montréal, Québec, Canada H3B 3P4.

Section 2.05. Agent for Service of Process . The Partnership’s registered agent for service of process in the Province of Québec shall be as set forth inthe Declaration, or such other person as the General Partner shall designate in its sole discretion from time to time.

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Section 2.06. Business Purpose . The Partnership was formed for the object and purpose of, and the nature and character of the business to beconducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

Section 2.07. Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of thepowers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by thePartners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct,promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08. Partners; Admission of New Partners . Each of the Persons listed in the books and records of the Partnership, as the same may beamended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, asapplicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expresslyprovided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time totime as a new Partner in accordance with Section 8.10; provided , however , that each new Partner shall execute and deliver to the General Partner anappropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may beamended from time to time.

Section 2.09. Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Unitsowned by such Partner in accordance with Article VIII; provided , however , that a new General Partner or substitute General Partner may be admitted to thePartnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

Section 3.01. General Partner . (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusivedirection of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.




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Section 3.02. Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity asGeneral Partner.

Section 3.03. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner inconnection with serving as the general partner of the Partnership.

Section 3.04. Officers . Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnershipmay be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “ chiefexecutive officer, ” “ chief financial officer, ” “ chief legal officer, ” “ chief administrative officer, ” “ chief compliance officer, ” “ principal accountingofficer, ” “ chairman, ” “ senior chairman, ” “ vice chairman, ” “ president, ” “ vice president, ” “ treasurer, ” “ assistant treasurer, ” “ secretary, ” “ assistantsecretary, ” “ general manager, ” “ senior managing director, ” “ managing director ” and “ director, ” as and to the extent authorized by the General Partner.The officers of the Partnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partnerand otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shallbe subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties orresponsibilities of any employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the solediscretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any dutieshereunder. No officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a resultof the performance of its duties hereunder or otherwise.

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Section 3.05. Authority of Partners . Other than exercising a Limited Partner’s rights and powers as a Limited Partner, as contemplated in the Act, noLimited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, theUnits do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expresslyprovided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger,consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in theGeneral Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be thedecision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separateagreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or controlof the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in suchcapacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume anyobligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partnersfrom time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of thePartnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf ofthe Partnership has been delegated to them by the General Partner.

Section 3.06. Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreementshall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions . (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, whichdistributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.


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(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporationson a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the secondquarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount,less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for theFiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such FiscalYear, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause thePartnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative TaxDistributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributionspreviously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shallreduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return onForm 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year (the “ Final Tax Amount ”) and shall cause thePartnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended TaxAmount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“ Additional CreditAmount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and AdditionalCredit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of thecomputations herein.

Section 4.02. Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03. Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall notmake a Partnership distribution to any Partner if such distribution would violate Article 2242 of the Civil Code or any other applicable provision of the Actor other applicable Law.

ARTICLE V


Section 5.01. Initial Capital Contributions . (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, thePartnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the Second Amended and Restated Agreement, the interests inthe Partnership as provided in the Second Amended and Restated Agreement and under the Act held by Blackstone Holdings III GP Limited Partner L.L.C.were cancelled.

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Section 5.02. No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additionalCapital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership withoutthe consent of the General Partner.

Section 5.03. Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordancewith the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s CapitalContributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant toSection 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnershipspecially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partnerand the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to theCapital 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 the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the CapitalAccount of the transferor to the extent it relates to the transferred interest.

Section 5.04. Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary,individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner aftergiving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be madepursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnershipliabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets ofthe Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and PartnerNonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shallbe treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its solediscretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05. Special Allocations . Notwithstanding any other provision in this Article V:


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(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations ordistributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would havea deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as ifthis Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “ qualified income offset ” requirement of the Code andshall be interpreted consistently therewith.




(f) Creditable Non-U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly orindirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocatedpursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). Theprovisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall beinterpreted consistently therewith.


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Section 5.06. Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated amongthe Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes;provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, lossand deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of theCode (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the differencebetween Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes asit determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.07. Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make taxpayments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”),the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaidby reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if suchdistributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of thisAgreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees toindemnify 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 other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or makea tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient topay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or otherpayments to such Partner.

Section 5.08. Tax Matters . For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “ tax matterspartner ” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “ Tax Matters Partner ”) and, for the years beginning afterDecember 31, 2017, the General Partner shall be or shall designate the “ partnership representative ” within the meaning of Section 6223 of the Code (the “Partnership Representative ”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwiserequired by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state,provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultationwith the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax MattersPartner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the otherPartners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for theirreview and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss,

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deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copyof U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of thePartnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as maybe reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

Section 5.09. Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenanceof Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent withsuch regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to thePartnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economicinterests of the Partners.

ARTICLE VI


Section 6.01. Books and Records . (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separatebooks of account for the Partnership in accordance with GAAP.


(i) a copy of the Declaration and this Agreement and all amendments thereto, together with a copy of the executed copies of all powersof attorney pursuant to which the Declaration and this Agreement and all amendments thereto have been executed; and



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ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units . Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. TheGeneral Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, otherClasses, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may besenior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share inProfits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership;(iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities(including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, theterms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued,evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnershipsecurities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relatingto the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in thisAgreement to the contrary, any reference to “ Units ” shall include the Class A Units and any other Classes that may be established in accordance with thisAgreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwisespecified in this Agreement.

Section 7.02. Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information withrespect to each Partner. Such register shall be kept at its registered office and the General Partner shall make changes to the register of the Partnership toreflect any change in relation thereto, such register remaining the definite record of ownership of each Unit and all relevant information with respect to eachPartner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the ownerof Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether ornot it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

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ARTICLE VIII


Section 8.01. Vesting of Initial Unvested Units . (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Unitsshall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:







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Section 8.02. Forfeiture of Units Held by Initial Limited Partners . (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceasesto be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided , however , that if a Limited Partner ceases to bean Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth inSection 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall beimmediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such LimitedPartner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial UnvestedUnits, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books andrecords of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which suchLimited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such LimitedPartner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partnershall cease to own or have any rights with respect to such Initial Units; provided , howeve r, that Initial Units held by a Personal Planning Vehicle of aCategory 1 Limited Partner created prior to the date of the First Amended and Restated Limited Partnership Agreement are not subject to forfeiture.Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.


Section 8.03. Limited Partner Transfers . (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assigneethereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficialinterest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including,without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, ineach case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding.Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated,and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not inaccordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.


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(e) [Reserved]


Section 8.04. Minimum Retained Ownership Requirement . (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and theCategory 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time anEmployed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination ofemployment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner andby any Personal Planning Vehicle of such Employed Limited Partner (the “ Minimum Retained Ownership Requirement ”); and provided

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that upon the Retirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5%instead of 25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Unitsreceived by a Personal Planning Vehicle created prior to the date of the First Amended and Restated Limited Partnership Agreement identified in the booksand records of the Partnership as “ Non-Minimum Retained Ownership Requirement Units ”) shall be deemed held by such Limited Partner for purposes ofcalculating the number of Initial Vested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partnershall not be deemed to be held by such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies theMinimum Retained Ownership Requirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal PlanningVehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of allInitial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billiondivided by the Last Reported Sale Price per share of Class A Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by aPersonal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to thedate of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “ Non-Minimum RetainedOwnership Requirement Units ”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Unitsreceived by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed tobe held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the MinimumRetained Ownership Requirement set forth in this Section 8.04(b).

Section 8.05. Mandatory Exchanges . The General Partner may in its sole discretion at any time and from time to time, without the consent of anyLimited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by suchLimited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or notsuch Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held bythem.

Section 8.06. Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or anybeneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, whichconsent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Anypurported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

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Section 8.07. Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by anyLimited Partner or Assignee if:



(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “ plan assets ” (under ERISA, the Code orany applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or anyapplicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA,any applicable Similar Law, or otherwise;


Section 8.08. Rights of Assignees . Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assigneeonly (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar itemto which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers ofa Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferringPartner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to thePartnership as a Partner pursuant to Section 8.10.

Section 8.09. Admissions, Withdrawals and Removals . (a) No Person may be admitted to the Partnership as an additional General Partner orsubstitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the VestedPercentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a GeneralPartner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

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Section 8.10. Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each ofthe following conditions is satisfied:





Section 8.11. Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdrawfrom the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX


Section 9.01. No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners orwithdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated onlypursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of thePartnership or a sale or partition of any or all of the Partnership assets.

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Section 9.02. Events Causing Dissolution . The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of thefollowing events (each, a “ Dissolution Event ”):

(a) the rendering of a judicial judgment ordering the dissolution of the Partnership under the Act upon the finding by a court of competentjurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated toaffect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itselfin a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of thePartnership with the General Partner;





Section 9.03. Distribution upon Dissolution . Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of theaffairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner(the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise,liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied anddistributed in the following order:



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Section 9.04. Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and thedischarge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts,liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX and the relevantdeclaration has been filed under the Act.

Section 9.06. Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if theassets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return suchCapital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negativebalance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restoresuch negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent requiredby the Act.

Section 9.07. Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 andSection 11.09 shall survive the termination of the Partnership.

ARTICLE X


Section 10.01. Liability of Partners .



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(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement theGeneral Partner is permitted or required to make a decision (i) in its “ sole discretion ” or “ discretion ” or under a grant of similar authority or latitude, suchGeneral Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permittedby applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or(ii) in its “ good faith ” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any otheror different standards.

Section 10.02. Indemnification .

(a) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors oradministrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit orproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal,including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or adirector or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at therequest of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding,including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thePartnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believethat such person’s conduct was unlawful. Notwithstanding the

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preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence inconnection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (orpart thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in thisSection 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, ChiefFinancial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to theGeneral Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employeeof the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could beconstrued to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person beingconstituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.




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(e) Non-Exclusivity of Rights . The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made orcommenced after the date of the First Amended and Restated Limited Partnership Agreement, whether arising from acts or omissions to act occurringbefore or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled toindemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevantprovisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existingwith respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought orthreatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application byreason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in thisSection 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permittedby contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it beingthe policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be madeto the fullest extent permitted by law.

For purposes of this Section 10.02, references to “ other enterprises ” shall include employee benefit plans; references to “ fines ” shall include anyexcise taxes assessed on a person with respect to an employee benefit plan; and references to “ serving at the request of the Partnership ” shall include anyservice as a director, officer, employee or agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, oragent with respect to an employee benefit plan, its participants, or beneficiaries.


ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any ruleof Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic orlegal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent ofthe parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible.

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Section 11.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shallbe deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or byregistered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a partyas shall be specified in a notice given in accordance with this Section 11.02):


Blackstone Holdings III L.P.c/o Blackstone Holdings III GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]


c/o Blackstone Holdings III GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]


Blackstone Holdings III GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]

Section 11.03. Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy byany party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the partiesmay have by Law.

Section 11.04. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by thisAgreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05. Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular orplural, whichever shall be applicable. Unless otherwise specified, all references herein to “ Articles, ” “ Sections ” and paragraphs shall refer tocorresponding provisions of this Agreement.

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Section 11.06. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, andby the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which takentogether shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shallbe considered original executed counterparts for purposes of this Section 11.06.

Section 11.07. Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may benecessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08. Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

Section 11.09. Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the Province of Québec.

Section 11.10. 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 inconnection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope andenforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York 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 withinthirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be alawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during anyarbitration proceedings.


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Section 11.11. Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including,without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.12. Amendments and Waivers . (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modifiedby the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of anyClass of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of theClass affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement,waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required inconnection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriatein connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution,withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place ofbusiness of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver ormodification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income taxregulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partnerdetermines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates onwhich distributions are to be made by the Partnership.

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Section 11.13. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and theirpermitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

Section 11.14. Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no wayintended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15. Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of thisAgreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreementwill be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extentpermitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should beinterpreted most strongly against the party who drafted such language.

Section 11.16. Power of Attorney . Each Limited Partner, by its execution hereof, hereby makes, constitutes and appoints the General Partner as itstrue and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign,acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the originalcertificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) allcertificates and other instruments

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(including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners)deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.05) and Law or to permit thePartnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction wherethe Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreementor the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted LimitedPartners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effectthe liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’sactivities) to be filed on behalf of the Partnership.

Section 11.17. Letter Agreements; Schedules . The General Partner may, or may cause the Partnership to, without the approval of any Limited Partneror other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions notinconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partnermay from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of thePartnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not bedeemed to be part of this Agreement for any purpose whatsoever.

Section 11.18. Partnership Status . The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.


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GENERAL PARTNER:

BLACKSTONE HOLDINGS III GP L.P.

By: Blackstone Holdings III GP Management L.L.C., itsgeneral partner



[Signature Page to Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P.]

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as LimitedPartners of the Partnership, pursuant to powers of attorneynow and hereafter executed in favor of, and granted anddelivered to the General Partner without execution hereofpursuant to Section 11.16 of the Second Amended andRestated Limited Partnership Agreement.

By: BLACKSTONE HOLDINGS III GP L.P.




[Signature Page to Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings III L.P.]

Exhibit 99.4

Execution Version


OF

BLACKSTONE HOLDINGS IV L.P.


THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS IV L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND AREBEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHLAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THETERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BETRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIRINVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


ARTICLE I

DEFINITIONS Section 1.01. Definitions 1 ARTICLE II


Section 2.01. Formation 11 Section 2.02. Name 11 Section 2.03. Term 11 Section 2.04. Offices 11 Section 2.05. Agent for Service of Process 11 Section 2.06. Business Purpose 12 Section 2.07. Powers of the Partnership 12 Section 2.08. Partners; Admission of New Partners 12 Section 2.09. Withdrawal 12

ARTICLE III

MANAGEMENT

Section 3.01. General Partner 12 Section 3.02. Compensation 13 Section 3.03. Expenses 13 Section 3.04. Officers 13 Section 3.05. Authority of Partners 14 Section 3.06. Action by Written Consent or Ratification 14

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions 14 Section 4.02. Liquidation Distribution 15 Section 4.03. Limitations on Distribution 15

ARTICLE V


Section 5.01. Initial Capital Contributions 15 Section 5.02. No Additional Capital Contributions 16 Section 5.03. Capital Accounts 16 Section 5.04. Allocations of Profits and Losses 16

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Section 5.05. Special Allocations 16 Section 5.06. Tax Allocations 18 Section 5.07. Tax Advances 18 Section 5.08. Tax Matters 18 Section 5.09. Other Allocation Provisions 19

ARTICLE VI


Section 6.01. Books and Records 19

ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units 20 Section 7.02. Register 20 Section 7.03. Registered Partners 20

ARTICLE VIII


Section 8.01. Vesting of Initial Unvested Units 21 Section 8.02. Forfeiture of Units Held by Initial Limited Partners 22 Section 8.03. Limited Partner Transfers 22 Section 8.04. Minimum Retained Ownership Requirement 23 Section 8.05. Mandatory Exchanges 24 Section 8.06. Encumbrances 24 Section 8.07. Further Restrictions 25 Section 8.08. Rights of Assignees 25 Section 8.09. Admissions, Withdrawals and Removals 25 Section 8.10. Admission of Assignees as Substitute Limited Partners 26 Section 8.11. Withdrawal and Removal of Limited Partners 26

ARTICLE IX


Section 9.01. No Dissolution 26 Section 9.02. Events Causing Dissolution 27 Section 9.03. Distribution upon Dissolution 27 Section 9.04. Time for Liquidation 28 Section 9.05. Termination 28 Section 9.06. Claims of the Partners 28 Section 9.07. Survival of Certain Provisions 28

ii

ARTICLE X


Section 10.01. Liability of Partners 28 Section 10.02. Indemnification 29

ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability 31 Section 11.02. Notices 32 Section 11.03. Cumulative Remedies 32 Section 11.04. Binding Effect 32 Section 11.05. Interpretation 32 Section 11.06. Counterparts 33 Section 11.07. Further Assurances 33 Section 11.08. Entire Agreement 33 Section 11.09. Governing Law 33 Section 11.10. Submission to Jurisdiction; Waiver of Jury Trial 33 Section 11.11. Expenses 34 Section 11.12. Amendments and Waivers 34 Section 11.13. No Third Party Beneficiaries 35 Section 11.14. Headings 35 Section 11.15. Construction 35 Section 11.16. Power of Attorney 35 Section 11.17. Letter Agreements; Schedules 36 Section 11.18. Partnership Status 36

iii


OF


This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Blackstone Holdings IV L.P. (the “Partnership ”) is made as of the 1st day of July, 2019, by and among Blackstone Holdings IV GP L.P., a société en commandite formed under the laws ofthe Province of Québec, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the execution of the Limited Partnership Agreement of thePartnership dated as of June 13, 2007 (the “ Original Agreement ”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnershipdated as of June 18, 2007 (the “ First Amended and Restated Limited Partnership Agreement ”) and was further amended and restated by the SecondAmended and Restated Limited Partnership Agreement of the Partnership dated as of January 1, 2009, as amended by Amendment No. 1 thereto, dated as ofNovember 3, 2009 (as so amended, the “ Second Amended and Restated Limited Partnership Agreement ”); and

WHEREAS, in connection with the conversion of The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation (the “Conversion ”), the parties to the Second Amended and Restated Limited Partnership Agreement now wish to amend and restate the Second Amended andRestated Limited Partnership Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the partieshereto agree to amend and restate the Second Amended and Restated Limited Partnership Agreement in its entirety to read as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable toboth the singular and plural form of the terms defined):

“ Act ” means, the Civil Code and An Act respecting legal publicity of sole proprietorships, partnerships and legal persons (Québec), as they may beamended from time to time, and the laws of Québec applicable to partnerships.


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“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking intoaccount the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (4), (5) and (6); and (ii) byadding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant toRegulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or byapplicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of RegulationsSection 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.







“ Blackstone Holdings Partnerships ” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, BlackstoneHoldings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, and Blackstone Holdings III L.P., a Québecsociété en commandite.



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“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initialcarrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by theGeneral Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rulesset forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of anyadditional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distributionof more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any otherdate specified in the United States Treasury Regulations; provided , however , that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be madeonly if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The CarryingValue of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case ofany asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated forpurposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciationshall 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 as determined fairly, reasonably, on an informed basis and in good faith by theGeneral Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) anymaterial breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or

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behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way ( providedthat, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “ Noticeof Breach ”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach,failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the GeneralPartner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided , that such Employed LimitedPartner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the BlackstoneHoldings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolocontendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongfultaking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S.regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules orregulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S.securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensingrequirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a seniormanaging director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account theservices required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliatedentities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.



“ Civil Code ” means the Civil Code of Québec, RSQ ch. C-1991, as it may be amended from time to time.



“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “ Class A Units ” herein and having the rightspertaining thereto as are set forth in this Agreement.

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“ Creditable Non-U.S. Tax ” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case tothe extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes withoutregard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistentwith the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704-1T (b)(4)(xi)(b), and shall be interpreted consistentlytherewith.

“ Declaration ” means the declaration of registration of the Partnership filed with the Registraire des entreprises (Québec) pursuant to the Act, asamended from time to time.






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“ First Amended and Restated Limited Partnership Agreement ” has the meaning set forth in the preamble hereto.



“ General Partner ” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of the Province of Québec or anysuccessor general partner admitted to the Partnership in accordance with the terms of this Agreement.



“ Initial Limited Partner ” means each Limited Partner as of the date of the First Amended and Restated Limited Partnership Agreement.

“ Initial Units ” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as ofthe date of the First Amended and Restated Limited Partnership Agreement.

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“ Initial Unvested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units owned by such Initial LimitedPartner as of the date of the First Amended and Restated Limited Partnership Agreement.

“ Initial Vested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units listed in the books and records of thePartnership as of the date of the First Amended and Restated Limited Partnership Agreement, and any additional Initial Units that have vested from time totime in accordance with Section 8.01 of this Agreement.


“ Intangible Asset Gain ” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with theactual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection withan adjustment to the Carrying Value of Partnership assets; provided , however , that any such gain shall constitute “ Intangible Asset Gain ” only to theextent that any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.








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“ Limited Partner ” means a special partner, as defined in the Act and, more specifically, each of the Persons from time to time listed as a limitedpartner in the books and records of the Partnership, and, for purposes of Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle ofsuch Limited Partner.




“ Non-Competition Agreement ” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement andContracting Employees Non-Competition and Non-Solicitation Agreement dated on or about the date of the First Amended and Restated LimitedPartnership Agreement by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similarsubject matter entered into from time to time by an Employed Limited Partner, as amended from time to time.








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“ Restrictive Covenant, ” with respect to each Limited Partner that is or was an Employed Limited Partner, has the meaning set forth in such LimitedPartner’s Non-Competition Agreement.

“ Retirement ” (including the term “ Retire ”) means retirement of an Employed Limited Partner from his or her employment with the Class CStockholder, the Issuer, the General Partner, the Partnership or any of their subsidiaries after (a) he or she has reached age 65 and has at least five full yearsof service, or (b) (i) his or her age plus years of service totals at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a minimum of fiveyears of service; provided , however , that no Employed Limited Partner will be eligible to Retire prior to June 30, 2010.

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ARTICLE II


Section 2.01. Formation . The Partnership was formed as a limited partnership under the provisions of the Act by the execution of the OriginalAgreement. A Declaration was filed with the Registraire des entreprises (Québec) as of June 13, 2007, in accordance with the provisions of the Act. Ifrequested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of thisAgreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with allrequirements for (a) the formation and operation of a limited partnership under the laws of the Province of Québec, (b) if the General Partner deems itadvisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictionswhere the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, PlacementsBlackstone IV s.e.c. and, in its English version, Blackstone Holdings IV L.P.

Section 2.03. Term . The term of the Partnership commenced on the date of the Original Agreement, and the term shall continue until the dissolutionof the Partnership in accordance with Article IX. The existence of the Partnership shall continue until dissolution of the Partnership in the manner requiredby the Act.

Section 2.04. Offices . The Partnership may have offices at such places either within or outside the Province of Québec as the General Partner fromtime to time may select. As of the date hereof, the principal place of business and office of the Partnership is located at 345 Park Avenue, New York, NewYork 10154. The Québec domicile of the Partnership shall be located at 1 Place Ville Marie, 37th Floor, Montréal, Québec, Canada H3B 3P4.

Section 2.05. Agent for Service of Process . The Partnership’s registered agent for service of process in the Province of Québec shall be as set forth inthe Declaration, or such other person as the General Partner shall designate in its sole discretion from time to time.

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Section 2.06. Business Purpose . The Partnership was formed for the object and purpose of, and the nature and character of the business to beconducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

Section 2.07. Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of thepowers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by thePartners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct,promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08. Partners; Admission of New Partners . Each of the Persons listed in the books and records of the Partnership, as the same may beamended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, asapplicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expresslyprovided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time totime as a new Partner in accordance with Section 8.10; provided , however , that each new Partner shall execute and deliver to the General Partner anappropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may beamended from time to time.

Section 2.09. Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Unitsowned by such Partner in accordance with Article VIII; provided , however , that a new General Partner or substitute General Partner may be admitted to thePartnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

Section 3.01. General Partner . (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusivedirection of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.



(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and otherdocuments on behalf of the Partnership;

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Section 3.02. Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity asGeneral Partner.

Section 3.03. Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner inconnection with serving as the general partner of the Partnership.

Section 3.04. Officers . Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnershipmay be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chiefexecutive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,”“chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “generalmanager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of thePartnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shallcustomarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to thesupervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities ofany employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of theGeneral Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. Noofficer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of theperformance of its duties hereunder or otherwise.

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Section 3.05. Authority of Partners . Other than exercising a Limited Partner’s rights and powers as a Limited Partner, as contemplated in the Act, noLimited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, theUnits do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expresslyprovided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger,consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in theGeneral Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be thedecision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separateagreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or controlof the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in suchcapacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume anyobligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partnersfrom time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of thePartnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf ofthe Partnership has been delegated to them by the General Partner.

Section 3.06. Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreementshall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Distributions . (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, whichdistributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.


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(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporationson a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for thesecond quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of theTax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior TaxDistributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations ofincome taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ AmendedTax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the Amended Tax Amount socalculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amountis less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 daysfollowing the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount ofsuch Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent thatthe Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect ofthe relevant Fiscal Year, then the difference (“ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of TaxDistributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall betreated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02. Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03. Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall notmake a Partnership distribution to any Partner if such distribution would violate Article 2242 of the Civil Code or any other applicable provision of the Actor other applicable Law.

ARTICLE V


Section 5.01. Initial Capital Contributions . (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, thePartnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the Second Amended and Restated Agreement, the interests inthe Partnership as provided in the Second Amended and Restated Agreement and under the Act held by Blackstone Holdings IV GP Limited Partner L.L.C.were cancelled.

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Section 5.02. No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additionalCapital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership withoutthe consent of the General Partner.

Section 5.03. Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordancewith the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s CapitalContributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant toSection 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnershipspecially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partnerand the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to theCapital 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 the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the CapitalAccount of the transferor to the extent it relates to the transferred interest.

Section 5.04. Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary,individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner aftergiving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be madepursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnershipliabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets ofthe Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and PartnerNonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shallbe treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its solediscretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05. Special Allocations . Notwithstanding any other provision in this Article V:


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(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations ordistributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would havea deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as ifthis Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “ qualified income offset ” requirement of the Code andshall be interpreted consistently therewith.




(f) Creditable Non-U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly orindirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocatedpursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). Theprovisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall beinterpreted consistently therewith.


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Section 5.06. Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated amongthe Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes;provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, lossand deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of theCode (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the differencebetween Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes asit determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.07. Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make taxpayments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”),the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaidby reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if suchdistributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of thisAgreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees toindemnify 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 other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or makea tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient topay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or otherpayments to such Partner.

Section 5.08. Tax Matters . For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “ tax matterspartner ” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “ Tax Matters Partner ”) and, for the years beginning afterDecember 31, 2017, the General Partner shall be or shall designate the “ partnership representative ” within the meaning of Section 6223 of the Code (the “Partnership Representative ”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwiserequired by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state,provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultationwith the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax MattersPartner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep

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the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners,for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of thePartnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal RevenueService Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of the Partnership’s activities orinvestments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requestedfor purposes of allowing the Partners to prepare and file their own tax returns.

Section 5.09. Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenanceof Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent withsuch regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to thePartnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economicinterests of the Partners.

ARTICLE VI


Section 6.01. Books and Records . (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separatebooks of account for the Partnership in accordance with GAAP.


(i) a copy of the Declaration and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers ofattorney pursuant to which the Declaration and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, forthe three most recent years.


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ARTICLE VII

PARTNERSHIP UNITS

Section 7.01. Units . Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. TheGeneral Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, otherClasses, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may besenior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share inProfits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership;(iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities(including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, theterms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued,evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnershipsecurities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relatingto the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in thisAgreement to the contrary, any reference to “ Units ” shall include the Class A Units and any other Classes that may be established in accordance with thisAgreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwisespecified in this Agreement.

Section 7.02. Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information withrespect to each Partner. Such register shall be kept at its registered office and the General Partner shall make changes to the register of the Partnership toreflect any change in relation thereto, such register remaining the definite record of ownership of each Unit and all relevant information with respect to eachPartner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the ownerof Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether ornot it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

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ARTICLE VIII


Section 8.01. Vesting of Initial Unvested Units . (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Unitsshall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary datesof the consummation of the IPO;

(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by suchLimited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second,third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth,seventh and eighth anniversary dates of the consummation of the IPO.




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Section 8.02. Forfeiture of Units Held by Initial Limited Partners . (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceasesto be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units; provided , however , that if a Limited Partner ceases to bean Employed Limited Partner in order to become a Government Official, such Limited Partner’s Unvested Units shall continue to vest as set forth inSection 8.01 until such Limited Partner ceases to be a Government Official for any reason, at which point such Limited Partner’s Unvested Units shall beimmediately forfeited without any consideration (unless such Limited Partner becomes an Employed Limited Partner immediately after such LimitedPartner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shall continue to vest as set forth in Section 8.01) andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units. Immediately upon the forfeiture of any Initial UnvestedUnits, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books andrecords of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which suchLimited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such LimitedPartner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partnershall cease to own or have any rights with respect to such Initial Units; provided , however , that Initial Units held by a Personal Planning Vehicle of aCategory 1 Limited Partner created prior to the date of the First Amended and Restated Limited Partnership Agreement are not subject to forfeiture.Immediately upon the forfeiture of any Initial Units, such Initial Units that have been so forfeited shall be cancelled.


Section 8.03. Limited Partner Transfers . (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assigneethereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficialinterest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including,without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, ineach case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding.Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated,and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not inaccordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

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(e) [Reserved]


Section 8.04. Minimum Retained Ownership Requirement . (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and theCategory 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time anEmployed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination ofemployment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner andby any Personal Planning Vehicle of such

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Employed Limited Partner (the “ Minimum Retained Ownership Requirement ”); and provided that upon the Retirement of an Employed Limited Partner,such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this paragraph (a), (i)Units held by a Personal Planning Vehicle of a Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior tothe date of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “ Non-MinimumRetained Ownership Requirement Units ”) shall be deemed held by such Limited Partner for purposes of calculating the number of Initial Vested Unitsreceived by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be held by suchLimited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained OwnershipRequirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal PlanningVehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of allInitial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billiondivided by the Last Reported Sale Price per share of Class A Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by aPersonal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior to thedate of the First Amended and Restated Limited Partnership Agreement identified in the books and records of the Partnership as “ Non-Minimum RetainedOwnership Requirement Units ”) shall be deemed held by such Category 1 Limited Partner for purposes of calculating the number of Initial Vested Unitsreceived by such Category 1 Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed tobe held by such Category 1 Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the MinimumRetained Ownership Requirement set forth in this Section 8.04(b).

Section 8.05. Mandatory Exchanges . The General Partner may in its sole discretion at any time and from time to time, without the consent of anyLimited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by suchLimited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or notsuch Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held bythem.

Section 8.06. Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or anybeneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, whichconsent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Anypurported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

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Section 8.07. Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by anyLimited Partner or Assignee if:



(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “ plan assets ” (under ERISA, the Code orany applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or anyapplicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA,any applicable Similar Law, or otherwise;


Section 8.08. Rights of Assignees . Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assigneeonly (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar itemto which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers ofa Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferringPartner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to thePartnership as a Partner pursuant to Section 8.10.

Section 8.09. Admissions, Withdrawals and Removals . (a) No Person may be admitted to the Partnership as an additional General Partner orsubstitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the VestedPercentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a GeneralPartner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

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Section 8.10. Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each ofthe following conditions is satisfied:





Section 8.11. Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdrawfrom the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX


Section 9.01. No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners orwithdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated onlypursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of thePartnership or a sale or partition of any or all of the Partnership assets.

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Section 9.02. Events Causing Dissolution . The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of thefollowing events (each, a “ Dissolution Event ”):

(a) the rendering of a judicial judgment ordering the dissolution of the Partnership under the Act upon the finding by a court of competentjurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated toaffect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itselfin a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of thePartnership with the General Partner;





Section 9.03. Distribution upon Dissolution . Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of theaffairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner(the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise,liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied anddistributed in the following order:



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Section 9.04. Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and thedischarge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts,liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX and the relevantdeclaration has been filed under the Act.

Section 9.06. Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if theassets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return suchCapital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negativebalance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restoresuch negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent requiredby the Act.

Section 9.07. Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 andSection 11.09 shall survive the termination of the Partnership.

ARTICLE X


Section 10.01. Liability of Partners .



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(e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement theGeneral Partner is permitted or required to make a decision (i) in its “ sole discretion ” or “ discretion ” or under a grant of similar authority or latitude, suchGeneral Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permittedby applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or(ii) in its “ good faith ” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any otheror different standards.

Section 10.02. Indemnification .

(a) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors oradministrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit orproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal,including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or adirector or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at therequest of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding,including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thePartnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believethat such person’s conduct was unlawful. Notwithstanding the

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preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence inconnection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (orpart thereof) by such person was authorized by the General Partner. Any reference to an officer of the General Partner or the Partnership in thisSection 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, Chief Operating Officer, Executive Vice Chairman, ChiefFinancial Officer, Chief Legal Officer, Secretary or any other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to theGeneral Partner, appointed pursuant to the equivalent organizational documents of the General Partner. The fact that any person who is or was an employeeof the General Partner or the Partnership, but not an officer thereof as described in the preceding sentence, has been given or has used any title that could beconstrued to suggest or imply that such person is or may be an officer of the General Partner or the Partnership shall not result in such person beingconstituted as, or being deemed to be, such an officer of the General Partner or the Partnership for purposes of this Section 10.02.




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(e) Non-Exclusivity of Rights . The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made orcommenced after the date of the First Amended and Restated Limited Partnership Agreement, whether arising from acts or omissions to act occurringbefore or after its adoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled toindemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevantprovisions of applicable Law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existingwith respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought orthreatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited in application byreason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in thisSection 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permittedby contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it beingthe policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be madeto the fullest extent permitted by law.



ARTICLE XI

MISCELLANEOUS

Section 11.01. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any ruleof Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic orlegal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent ofthe parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible.

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Section 11.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shallbe deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or byregistered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a partyas shall be specified in a notice given in accordance with this Section 11.02):


Blackstone Holdings IV L.P.c/o Blackstone Holdings IV GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]


c/o Blackstone Holdings IV GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]


Blackstone Holdings IV GP L.P.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]

Section 11.03. Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy byany party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the partiesmay have by Law.

Section 11.04. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by thisAgreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05. Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular orplural, whichever shall be applicable. Unless otherwise specified, all references herein to “ Articles, ” “ Sections ” and paragraphs shall refer tocorresponding provisions of this Agreement.

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Section 11.06. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, andby the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which takentogether shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shallbe considered original executed counterparts for purposes of this Section 11.06.

Section 11.07. Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may benecessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.08. Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

Section 11.09. Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the Province of Québec.

Section 11.10. Submission to Jurisdiction; Waiver of Jury Trial .



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(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have topersonal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the precedingparagraph of this Section 11.10 and such parties agree not to plead or claim the same.

Section 11.11. Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including,without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.12. Amendments and Waivers . (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modifiedby the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of anyClass of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of theClass affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement,waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required inconnection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriatein connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution,withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place ofbusiness of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver ormodification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income taxregulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partnerdetermines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates onwhich distributions are to be made by the Partnership.


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Section 11.13. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and theirpermitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

Section 11.14. Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no wayintended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15. Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of thisAgreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreementwill be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extentpermitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should beinterpreted most strongly against the party who drafted such language.

Section 11.16. Power of Attorney . Each Limited Partner, by its execution hereof, hereby makes, constitutes and appoints the General Partner as itstrue and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign,acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the originalcertificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) allcertificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a

35

matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (includingthe provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the LimitedPartners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deemsappropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, theadmission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and otherinstruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumedname certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.

Section 11.17. Letter Agreements; Schedules . The General Partner may, or may cause the Partnership to, without the approval of any Limited Partneror other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions notinconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partnermay from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of thePartnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not bedeemed to be part of this Agreement for any purpose whatsoever.

Section 11.18. Partnership Status . The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.


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GENERAL PARTNER:

BLACKSTONE HOLDINGS IV GP L.P.

By: Blackstone Holdings IV GP Management L.L.C., itsgeneral partner


By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer and Secretary

[Signature Page to Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P.]

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as LimitedPartners of the Partnership, pursuant to powers of attorneynow and hereafter executed in favor of, and granted anddelivered to the General Partner without execution hereofpursuant to Section 11.16 of the Second Amended andRestated Limited Partnership Agreement.

By: BLACKSTONE HOLDINGS IV GP L.P.



By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer and Secretary

[Signature Page to Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV L.P.]

Exhibit 99.5

Execution Version


OF

BLACKSTONE HOLDINGS AI L.P.


THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS AI L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND AREBEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHLAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED,HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THETERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BETRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIRINVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


ARTICLE I

DEFINITIONS Section 1.01 Definitions 1

ARTICLE II


Section 2.01 Formation 11 Section 2.02 Name 11 Section 2.03 Term 11 Section 2.04 Offices 11 Section 2.05 Agent for Service of Process 11 Section 2.06 Business Purpose 11 Section 2.07 Powers of the Partnership 12 Section 2.08 Partners; Admission of New Partners 12 Section 2.09 Withdrawal 12

ARTICLE III

MANAGEMENT

Section 3.01 General Partner 12 Section 3.02 Compensation 13 Section 3.03 Expenses 13 Section 3.04 Officers 13 Section 3.05 Authority of Partners 13 Section 3.06 Action by Written Consent or Ratification 14

ARTICLE IV

DISTRIBUTIONS

Section 4.01 Distributions 14 Section 4.02 Liquidation Distribution 15 Section 4.03 Limitations on Distribution 15

ARTICLE V


Section 5.01 Initial Capital Contributions 15 Section 5.02 No Additional Capital Contributions 15

i

Section 5.03 Capital Accounts 16 Section 5.04 Allocations of Profits and Losses 16 Section 5.05 Special Allocations 16 Section 5.06 Tax Allocations 18 Section 5.07 Tax Advances 18 Section 5.08 Tax Matters 18 Section 5.09 Other Allocation Provisions 19

ARTICLE VI


Section 6.01 Books and Records 19 ARTICLE VII

PARTNERSHIP UNITS Section 7.01 Units 20 Section 7.02 Register 20 Section 7.03 Registered Partners 20

ARTICLE VIII


Section 8.01 Vesting of Initial Unvested Units 20 Section 8.02 Forfeiture of Units Held by Initial Limited Partners 21 Section 8.03 Limited Partner Transfers 22 Section 8.04 Minimum Retained Ownership Requirement 23 Section 8.05 Mandatory Exchanges 24 Section 8.06 Encumbrances 24 Section 8.07 Further Restrictions 25 Section 8.08 Rights of Assignees 25 Section 8.09 Admissions, Withdrawals and Removals 25 Section 8.10 Admission of Assignees as Substitute Limited Partners 26 Section 8.11 Withdrawal and Removal of Limited Partners 26

ARTICLE IX


Section 9.01 No Dissolution 26 Section 9.02 Events Causing Dissolution 26 Section 9.03 Distribution upon Dissolution 27 Section 9.04 Time for Liquidation 28 Section 9.05 Termination 28 Section 9.06 Claims of the Partners 28 Section 9.07 Survival of Certain Provisions 28

ii

ARTICLE X


Section 10.01 Liability of Partners 28 Section 10.02 Indemnification 29

ARTICLE XI

MISCELLANEOUS Section 11.01 Severability 31 Section 11.02 Notices 31 Section 11.03 Cumulative Remedies 32 Section 11.04 Binding Effect 32 Section 11.05 Interpretation 32 Section 11.06 Counterparts 32 Section 11.07 Further Assurances 33 Section 11.08 Entire Agreement 33 Section 11.09 Governing Law 33 Section 11.10 Submission to Jurisdiction; Waiver of Jury Trial 33 Section 11.11 Expenses 34 Section 11.12 Amendments and Waivers 34 Section 11.13 No Third Party Beneficiaries 35 Section 11.14 Headings 35 Section 11.15 Construction 35 Section 11.16 Power of Attorney 35 Section 11.17 Letter Agreements; Schedules 36 Section 11.18 Partnership Status 36

iii


OF


This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Blackstone Holdings AI L.P. (the“ Partnership ”) is made as of the 1st day of July, 2019, by and among Blackstone Holdings I/II GP L.L.C., a limited liability company formed under thelaws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (as amendedfrom time to time, the “ Certificate ”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited PartnershipAgreement of the Partnership dated as of September 17, 2015 (the “ Original Agreement ”);

WHEREAS, the Original Agreement was amended and restated by the Amended and Restated Limited Partnership Agreement of the Partnershipdated as of October 1, 2015 (the “ First Amended and Restated Agreement ); and



ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable toboth the singular and plural form of the terms defined):



“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking intoaccount the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by addingto such balance such Partner’s share of Partnership Minimum Gain and

Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligatedto restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended tocomply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.







“ Blackstone Holdings I Limited Partnership Agreement ” means the Second Amended and Restated Limited Partnership Agreement of BlackstoneHoldings I L.P., dated as of July 1, 2019, as amended from time to time.

“ Blackstone Holdings Partnerships ” means each of the Partnership, Blackstone Holdings I L.P., a Delaware limited partnership, BlackstoneHoldings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Québec société en commandite, and Blackstone Holdings IV L.P., aQuébec société en commandite.



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“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initialcarrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by theGeneral Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rulesset forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of anyadditional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distributionof more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any otherdate specified in the United States Treasury Regulations; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be madeonly if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The CarryingValue of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case ofany asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated forpurposes of the definition of “ Profits (Losses) ” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciationshall 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 as determined fairly, reasonably, on an informed basis and in good faith by theGeneral Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement, (x) anymaterial breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships,their subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s deliberate failure to perform his or her duties to the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner’s committing to or engaging in any conduct or

3

behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that,in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a “ Notice ofBreach ”) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failureto perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (orsuch longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided , that such Employed Limited Partner isdiligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone HoldingsPartnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo con tendere ) ofa 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 U.S. federal or state or comparable non-U.S. regulatorybody or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of thesecurities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or anyrules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such convictionor determination has a material adverse effect on (A) such Employed Limited Partner’s ability to function as a senior managing director or employee, asapplicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of EmployedLimited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business ofthe Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.







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“ Creditable Non-U.S. Tax ” means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case tothe extent that such tax is eligible for credit under Section 901(a) of the Code. A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes withoutregard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount. This definition is intended to be consistentwith the definition of “ Creditable Non-U.S. Tax ” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistentlytherewith.







5












“ Initial Limited Partner ” means each Limited Partner as of the date of the First Amended and Restated Agreement that is an “Initial Limited Partner”as defined in the Blackstone Holdings I Limited Partnership Agreement.

“ Initial Units ” means, with respect to any Initial Limited Partner, the aggregate number of Class A Units acquired by such Initial Limited Partner asof the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Units” as defined in the Blackstone Holdings I LimitedPartnership Agreement.

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“ Initial Unvested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Unvested Units acquired by such Initial LimitedPartner as of the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Unvested Units” as defined in the BlackstoneHoldings I Limited Partnership Agreement.

“ Initial Vested Units ” means, with respect to any Initial Limited Partner, the aggregate number of Vested Units acquired by such Initial LimitedPartner as of the date of the First Amended and Restated Agreement as a distribution in respect of “Initial Vested Units” as defined in the BlackstoneHoldings I Limited Partnership Agreement, and any additional Initial Units that have vested from time to time in accordance with Section 8.01 of thisAgreement.


“ Intangible Asset Gain ” means the net gain recognized by the Partnership with respect to the Partnership’s Intangible Assets in connection with theactual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection withan adjustment to the Carrying Value of Partnership assets; provided , however , that any such gain shall constitute “Intangible Asset Gain” only to the extentthat any such gain exceeds losses previously recognized in an actual or hypothetical sale of Intangible Assets.




(a) the closing sale price per share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported saleprice);


(c) if the Class A Common Stock is not so listed on a national securities exchange, the last quoted bid price for the Class A Common Stock onthat date in the over-the-counter market as reported by Pink Sheets LLC or a similar organization; or

(d) if the Class A Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the midpoint of the last bid andask prices for the Class A Common Stock on that date from a nationally recognized independent investment banking firm selected by the Issuer for thispurpose.

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“ Non-Competition Agreement ” means collectively, the Senior Managing Director Non-Competition and Non-Solicitation Agreement andContracting Employees Non-Competition and Non-Solicitation Agreement dated on or about June 18, 2007 by certain Employed Limited Partners with eachof the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed LimitedPartner, as amended from time to time.





“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.7042-(d).


“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury RegulationsSection 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (asdefined in Treasury Regulations Section 1.752-1(a) (2)) determined in accordance with Treasury Regulations Section 1.7042(i)(3).

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ARTICLE II


Section 2.01 Formation . The Partnership was formed as a limited partnership under the provisions of the Act by the filing on September 17, 2015 ofthe Certificate as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the LimitedPartners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner toaccomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of alimited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limitedpartnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all otherfilings required to be made by the Partnership.

Section 2.02 Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, BlackstoneHoldings AI L.P.

Section 2.03 Term . The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until thedissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in themanner required by the Act.

Section 2.04 Offices . The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner from timeto time may select.

Section 2.05 Agent for Service of Process . The Partnership’s registered agent for service of process in the State of Delaware shall be as set forth inthe Certificate, as the same may be amended by the General Partner from time to time.

Section 2.06 Business Purpose . The Partnership was formed for the object and purpose of, and the nature and character of the business to beconducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act.

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Section 2.07 Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of thepowers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by thePartners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct,promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

Section 2.08 Partners; Admission of New Partners . Each of the Persons listed in the books and records of the Partnership, as the same may beamended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted, or hereby continue, asapplicable, as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expresslyprovided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time totime as a new Partner in accordance with Section 8.10; provided , however, that each new Partner shall execute and deliver to the General Partner anappropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may beamended from time to time.

Section 2.09 Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Unitsowned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to thePartnership in accordance with Section 8.09.

ARTICLE III

MANAGEMENT

Section 3.01 General Partner . (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusivedirection of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.



(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and otherdocuments on behalf of the Partnership;



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Section 3.02 Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity asGeneral Partner.

Section 3.03 Expenses . The Partnership shall bear and/or reimburse the General Partner for any expenses incurred by the General Partner inconnection with serving as the general partner of the Partnership.

Section 3.04 Officers . Subject to the direction and oversight of the General Partner, the day-to-day administration of the business of the Partnershipmay be carried out by employees and agents who may be designated as officers by the General Partner, with titles including but not limited to “chiefexecutive officer,” “chief financial officer,” “chief legal officer,” “chief administrative officer,” “chief compliance officer,” “principal accounting officer,”“chairman,” “senior chairman,” “vice chairman,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “generalmanager,” “senior managing director,” “managing director” and “director,” as and to the extent authorized by the General Partner. The officers of thePartnership shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shallcustomarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and officers shall be subject to thesupervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities ofany employee, agent or officer of the Partnership may be suspended by the General Partner from time to time, in each case in the sole discretion of theGeneral Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. Noofficer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of theperformance of its duties hereunder or otherwise.

Section 3.05 Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of thePartnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnershipdescribed in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership,including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnershipshall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership,

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the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimatesentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shalltake any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also aGeneral Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as aPartner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnershipmay employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in theircapacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authorityand power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.06 Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shallbe taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing.

ARTICLE IV

DISTRIBUTIONS

Section 4.01 Distributions . (a) The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, whichdistributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests.


(ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporationson a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for thesecond quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of theTax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior TaxDistributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations ofincome taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the

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“ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, to the extent that the AmendedTax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If theAmended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, thenthe difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years.Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of theTax Amount of such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Available Cash, tothe extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended TaxAmount in respect of the relevant Fiscal Year, then the difference (“ Additional Credit Amount ”) shall be applied against, and shall reduce, theamount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future TaxDistributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02 Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

Section 4.03 Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall notmake a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

ARTICLE V


Section 5.01 Initial Capital Contributions . (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, thePartnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

(b) Upon issuance by the Partnership of Class A Units to the Partners pursuant to the First Amended and Restated Agreement, the interests inthe Partnership as provided in the First Amended and Restated Agreement and under the Act held by Blackstone Holdings I L.P. were cancelled.

Section 5.02 No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additionalCapital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership withoutthe consent of the General Partner.

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Section 5.03 Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordancewith the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s CapitalContributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant toSection 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnershipspecially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partnerand the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to theCapital 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 the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the CapitalAccount of the transferor to the extent it relates to the transferred interest.

Section 5.04 Allocations of Profits and Losses . Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary,individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner aftergiving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be madepursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnershipliabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets ofthe Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and PartnerNonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shallbe treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its solediscretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.05 Special Allocations . Notwithstanding any other provision in this Article V:

(a) Minimum Gain Chargeback . If 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 Partnership taxable year, the Partnersshall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respectiveshares 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 soallocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimumgain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall berequired to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i) (4).

(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations ordistributions as

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promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficitAdjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if thisSection 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shallbe interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) theamount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligatedto restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be speciallyallocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided forin this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.



(f) Creditable Non-U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly orindirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocatedpursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). Theprovisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b) (4)(xi), and shall beinterpreted consistently therewith.


(h) Section 751 Allocations . Any gain or loss from items described in Section 751(c) or (d) that were previously held by Blackstone HoldingsI L.P. will be allocated in a manner that is consistent with Blackstone Holdings I L.P.’s partners’ shares of such gain or loss immediately before thedistribution of the Partnership by Blackstone Holdings I L.P.

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Section 5.06 Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among thePartners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes;provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, lossand deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of theCode (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the differencebetween Carrying Value and adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes asit determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

Section 5.07 Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make taxpayments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”),the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaidby reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if suchdistributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of thisAgreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees toindemnify 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 other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or makea tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient topay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b)) with respect to income attributable to or distributions or otherpayments to such Partner.

Section 5.08 Tax Matters . For tax years beginning before December 31, 2017, the General Partner shall be or shall designate the “tax matters partner”within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “ Tax Matters Partner ”) and, for the years beginning afterDecember 31, 2017, the General Partner shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative ”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwiserequired by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state,provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultationwith the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax MattersPartner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the otherPartners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for theirreview and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss,

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deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copyof U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable U.S. state or local income tax Law as a result of thePartnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as maybe reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns.

Section 5.09 Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenanceof Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent withsuch regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to thePartnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economicinterests of the Partners.

ARTICLE VI


Section 6.01 Books and Records . (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate booksof account for the Partnership in accordance with GAAP.


(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers ofattorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and

(ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, forthe three most recent years.


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ARTICLE VII

PARTNERSHIP UNITS

Section 7.01 Units . Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. TheGeneral Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, otherClasses, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may besenior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share inProfits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership;(iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities(including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, theterms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued,evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnershipsecurities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relatingto the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in thisAgreement to the contrary, any reference to “ Units ” shall include the Class A Units and any other Classes that may be established in accordance with thisAgreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwisespecified in this Agreement.

Section 7.02 Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information withrespect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of thePartnership.

Section 7.03 Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the ownerof Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether ornot it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

ARTICLE VIII


Section 8.01 Vesting of Initial Unvested Units . (a) Subject to Section 8.02 and except as set forth in Section 8.01(b) or as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the Initial Unvested Unitsshall vest and shall thereafter be Vested Units for all purposes of this Agreement as follows:

(i) with respect to each Category 1 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 25% installments on each of the first, second, third and fourth anniversary datesof the consummation of the IPO;

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(ii) with respect to each Category 3 Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested Units owned by suchLimited Partner shall vest and thereafter be Vested Units for all purposes of this Agreement in equal 20% installments on each of the first, second,third, fourth and fifth anniversary dates of the consummation of the IPO; and

(iii) with respect to each Category 5 Limited Partner, 100% of the Initial Unvested Units owned by such Limited Partner shall vest andthereafter be Vested Units for all purposes of this Agreement in equal 12.5% installments on each of the first, second, third, fourth, fifth, sixth,seventh and eighth anniversary dates of the consummation of the IPO.




Section 8.02 Forfeiture of Units Held by Initial Limited Partners . (a) Other than as set forth in Section 8.01(b) and except as otherwise agreed to inwriting between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, if a Limited Partner ceasesto be an Employed Limited Partner for any reason, such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration, andsuch Limited Partner shall cease to own or have any rights with respect to such Unvested Units;

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provided , however, that if a Limited Partner ceases to be an Employed Limited Partner in order to become a Government Official, such Limited Partner’sUnvested Units shall continue to vest as set forth in Section 8.01 until such Limited Partner ceases to be a Government Official for any reason, at whichpoint such Limited Partner’s Unvested Units shall be immediately forfeited without any consideration (unless such Limited Partner becomes an EmployedLimited Partner immediately after such Limited Partner ceases to be such a Government Official, in which case such Limited Partner’s Unvested Units shallcontinue to vest as set forth in Section 8.01) and such Limited Partner shall cease to own or have any rights with respect to such Unvested Units.Immediately upon the forfeiture of any Initial Unvested Units, such Unvested Units that have been so forfeited shall be cancelled.

(b) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books andrecords of the Partnership, (i) if a Limited Partner that is or was at any time an Employed Limited Partner breaches any Restrictive Covenant to which suchLimited Partner is subject or (ii) if an Employed Limited Partner is terminated for Cause, the Initial Units held by such Limited Partner or such LimitedPartner’s Personal Planning Vehicle at that time (whether or not vested) shall be immediately forfeited without any consideration, and such Limited Partnershall cease to own or have any rights with respect to such Initial Units; provided , however, that Initial Units held by a Personal Planning Vehicle of aCategory 1 Limited Partner created prior to June 18, 2007 are not subject to forfeiture. Immediately upon the forfeiture of any Initial Units, such InitialUnits that have been so forfeited shall be cancelled.


Section 8.03 Limited Partner Transfers . (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assigneethereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficialinterest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including,without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, ineach case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding.Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated,and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not inaccordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.


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(e) [Reserved]


Section 8.04 Minimum Retained Ownership Requirement . (a) Other than the Category 1 Limited Partners, the Category 2 Limited Partners and theCategory 6 Limited Partner and unless otherwise permitted by the General Partner in its sole discretion, each Limited Partner that is or was at any time anEmployed Limited Partner other than a Personal Planning Vehicle shall, until the first anniversary of such Employed Limited Partner’s termination ofemployment, continue to hold (and may not Transfer) at least 25% of all Initial Vested Units received collectively by such Employed Limited Partner andby any Personal Planning Vehicle of such Employed Limited Partner (the “ Minimum Retained Ownership Requirement ”); and provided that upon theRetirement of an Employed Limited Partner, such Limited Partner shall be subject to a Minimum Retained Ownership Requirement of 12.5% instead of25%. For purposes of this paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited Partner (other than the

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portion of the Units received by a Personal Planning Vehicle created prior to June 18, 2007 identified in the books and records of the Partnership as“Non-Minimum Retained Ownership Requirement Units”) shall be deemed held by such Limited Partner for purposes of calculating the number of InitialVested Units received by such Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be heldby such Limited Partner for purposes of calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained OwnershipRequirement set forth in this Section 8.04(a).

(b) Unless otherwise approved by the General Partner in its sole discretion, each Category 1 Limited Partner other than a Personal PlanningVehicle shall, until Mr. Stephen A. Schwarzman’s termination of employment, continue to hold (and may not Transfer) the lesser of (i) at least 25% of allInitial Vested Units received collectively by the Category 1 Limited Partners and (ii) a number of Initial Units that is equal to the quotient of $1.5 billiondivided by the Last Reported Sale Price per share of Class A Common Stock from time to time. For purposes of this paragraph (b), (i) Units held by aPersonal Planning Vehicle of a Category 1 Limited Partner (other than the portion of the Units received by a Personal Planning Vehicle created prior toJune 18, 2007 identified in the books and records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be deemed held bysuch Category 1 Limited Partner for purposes of calculating the number of Initial Vested Units received by such Category 1 Limited Partner and (ii) anyUnits held by a Personal Planning Vehicle of a Category 1 Limited Partner shall not be deemed to be held by such Category 1 Limited Partner for purposesof calculating whether the relevant percentage of Initial Vested Units held satisfies the Minimum Retained Ownership Requirement set forth in thisSection 8.04(b).

Section 8.05 Mandatory Exchanges . The General Partner may in its sole discretion at any time and from time to time, without the consent of anyLimited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by suchLimited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or notsuch Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held bythem.

Section 8.06 Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or anybeneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, whichconsent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Anypurported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

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Section 8.07 Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by anyLimited Partner or Assignee if:


(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federalor state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadianprovincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;



Section 8.08 Rights of Assignees . Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assigneeonly (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar itemto which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers ofa Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferringPartner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to thePartnership as a Partner pursuant to Section 8.10.

Section 8.09 Admissions, Withdrawals and Removals . (a) No Person may be admitted to the Partnership as an additional General Partner orsubstitute General Partner without the prior written consent or ratification of Partners whose Vested Percentage Interests exceed 50% of the VestedPercentage Interests of all Partners in the aggregate. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a GeneralPartner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).



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Section 8.10 Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each ofthe following conditions is satisfied:





Section 8.11 Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdrawfrom the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

ARTICLE IX


Section 9.01 No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners orwithdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated onlypursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of thePartnership or a sale or partition of any or all of the Partnership assets.

Section 9.02 Events Causing Dissolution . The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of thefollowing events (each, a “ Dissolution Event ”):


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Section 9.03 Distribution upon Dissolution . Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of theaffairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner(the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise,liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied anddistributed in the following order:



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Section 9.04 Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and thedischarge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05 Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts,liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and theCertificate shall have been cancelled in the manner required by the Act.

Section 9.06 Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if theassets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return suchCapital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negativebalance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restoresuch negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent requiredby the Act.

Section 9.07 Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 andSection 11.09 shall survive the termination of the Partnership.

ARTICLE X


Section 10.01 Liability of Partners . (a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partneror have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extentrequired by the Act.



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Section 10.02 Indemnification .

(a) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors oradministrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit orproceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal,including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was the General Partner or adirector or officer of the General Partner or the Partnership or, while a director or officer of the General Partner or the Partnership, is or was serving at therequest of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding,including appeals, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of thePartnership and, with respect to any alleged conduct resulting in a criminal proceeding against the person, such person had no reasonable cause to believethat such person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), the Partnership shall berequired to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such persononly if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. Any reference to anofficer of the General Partner or the Partnership in this Section 10.02 shall be deemed to refer exclusively to the Chief Executive Officer, President, ChiefOperating Officer, Executive Vice Chairman, Chief Financial Officer, Chief Legal Officer, Secretary or any

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other officer of the Partnership appointed pursuant to Section 3.04 hereof or, with respect to the General Partner, appointed pursuant to the equivalentorganizational documents of the General Partner. The fact that any person who is or was an employee of the General Partner or the Partnership, but not anofficer thereof as described in the preceding sentence, has been given or has used any title that could be construed to suggest or imply that such person is ormay be an officer of the General Partner or the Partnership shall not result in such person being constituted as, or being deemed to be, such an officer of theGeneral Partner or the Partnership for purposes of this Section 10.02.

(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including attorneys’ fees)incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the finaldisposition of such action, suit or proceeding, including appeals, upon (i) presentation of an undertaking on behalf of such person to repay such amount if itshall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise and (ii) to the extent determined bythe General Partner in its sole discretion to be necessary or advisable, receipt by the Partnership of security or other assurances satisfactory to the GeneralPartner in its sole discretion that such person will be able to repay such amount if it ultimately shall be determined that such person is not entitled to beindemnified under this Section 10.02 or otherwise. Notwithstanding the preceding sentence, except as otherwise provided in Section 10.02(c), thePartnership shall be required to advance expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof)commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the GeneralPartner.

(c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement ofexpenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) hasbeen received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shallbe entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is notentitled to the requested indemnification or advancement of expenses under applicable Law.

(d) Insurance. To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described inSection 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person againstsuch liability under the provisions of this Section 10.02 or otherwise.

(e) Non-Exclusivity of Rights. The provisions of this Section 10.02 shall be applicable to all actions, claims, suits or proceedings made orcommenced after the date of the First Amended and Restated Agreement, whether arising from acts or omissions to act occurring before or after itsadoption. The provisions of this Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification underthis Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this Section 10.02 and the relevant provisions of applicableLaw, if any, are in effect, and any amendment, modification

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or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretoforeexisting, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of thisSection 10.02 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remainingprovisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of, any rights towhich any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in suchperson’s official capacity and actions in any other capacity, it being the policy of the Partnership that indemnification of any person whom the Partnership isobligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law.



ARTICLE XI

MISCELLANEOUS

Section 11.01 Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule ofLaw, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic orlegal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent ofthe parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible.

Section 11.02 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shallbe deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or byregistered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a partyas shall be specified in a notice given in accordance with this Section 11.02):


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Blackstone Holdings AI L.P.c/o Blackstone Holdings I/II GP L.L.C.345 Park AvenueNew York, New York, 10154Attention: Chief Legal OfficerFax: (212) 583-5749Electronic Mail: [email protected]





Section 11.03 Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy byany party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the partiesmay have by Law.

Section 11.04 Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by thisAgreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 11.05 Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular orplural, whichever shall be applicable. Unless otherwise specified, all references herein to “ Articles ,” “ Sections ” and paragraphs shall refer tocorresponding provisions of this Agreement.

Section 11.06 Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, andby the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which takentogether shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shallbe considered original executed counterparts for purposes of this Section 11.06.

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Section 11.07 Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessaryor appropriate to carry out the purposes and intent of this Agreement.

Section 11.08 Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

Section 11.09 Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

Section 11.10 Submission to Jurisdiction; Waiver of Jury Trial . (a) Any and all disputes which cannot be settled amicably, including any ancillaryclaims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance ofthis Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a singlearbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute failto agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shallmake the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shallcontinue if reasonably possible during any arbitration proceedings.



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(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection which they now or hereafter may have topersonal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the precedingparagraph of this Section 11.10 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 11.10 shall be construed to the maximum extent possible tocomply 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 11.10, including any rules of theInternational Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable Law, such invalidity shallnot invalidate all of this Section 11.10. In that case, this Section 11.10 shall be construed so as to limit any term or provision so as to make it valid orenforceable 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 11.10 shall be construed to omit such invalid or unenforceable provision.

Section 11.11 Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including,without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 11.12 Amendments and Waivers . (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modifiedby the written consent of the General Partner; provided that any amendment that would have a material adverse effect on the rights or preferences of anyClass of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Vested Percentage Interests of theClass affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement,waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required inconnection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriatein connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution,withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place ofbusiness of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver ormodification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income taxregulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partnerdetermines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates onwhich distributions are to be made by the Partnership.

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(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations toprovide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3 (1) (or any similar provision) under which the fair marketvalue of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership andeach of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the InternalRevenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while theelection remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed TreasuryRegulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.


Section 11.13 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and theirpermitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof).

Section 11.14 Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no wayintended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.15 Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of thisAgreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreementwill be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extentpermitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should beinterpreted most strongly against the party who drafted such language.

Section 11.16 Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the GeneralPartner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make,execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided;(b) the original certificate of limited partnership of the Partnership and all amendments thereto required or

35

permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the LimitedPartners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out theprovisions of this Agreement (including the provisions of Section 8.05) and Law or to permit the Partnership to become or to continue as a limitedpartnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) allinstruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with thisAgreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of thisAgreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of thePartnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of thePartnership.

Section 11.17 Letter Agreements; Schedules . The General Partner may, or may cause the Partnership to, without the approval of any Limited Partneror other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions notinconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partnermay from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of thePartnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not bedeemed to be part of this Agreement for any purpose whatsoever.

Section 11.18 Partnership Status . The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.


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GENERAL PARTNER:




[ Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P. ]

LIMITED PARTNERS:





[ Signature Page to Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI L.P. ]

Exhibit 99.6

Execution Version

Amendment to Tax Receivable Agreement

Amendment, dated as of July 1, 2019 and effective as of the Effective Time (as defined below) (this “ Amendment ”) among Blackstone Holdings I/IIGP L.L.C., a Delaware limited liability company (the “ Corporate Taxpayer ”), Blackstone Holdings I L.P., a Delaware limited partnership (“ BlackstoneHoldings I ”), Blackstone Holdings II L.P., a Delaware limited partnership (“ Blackstone Holdings II ”), Blackstone Holdings AI L.P., a Delaware limitedpartnership and each of the undersigned parties hereto identified as “ Limited Partners ” (collectively, the “ Parties ”), to the Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Parties heretofore executed and delivered a Tax Receivable Agreement, dated as of June 18, 2007 (the “ Agreement ”); and

WHEREAS, in connection with an internal reorganization involving the conversion of The Blackstone Group L.P. (“ Parent ”) into a Delawarecorporation (such conversion and the related internal reorganization transactions and conversions, collectively, the “ Conversion Transactions ”), the Partiesdesire to make related amendments to the Agreement.

Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Amendment to Section 1.01 of the Agreement .

(a) The definition of “Blackstone Holdings General Partners” is hereby amended and restated in its entirety as follows:

“ Blackstone Holdings General Partners ” means, collectively, the Corporate Taxpayer, Blackstone Holdings III GP L.P., a Delaware limitedpartnership, and Blackstone Holdings IV GP L.P., a Québec société en commandite.

(b) The definition of “Blackstone Holdings Partnerships” is hereby amended and restated in its entirety as follows:

“ Blackstone Holdings Partnerships ” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, BlackstoneHoldings III L.P., a Québec société en commandite (“ Blackstone Holdings III ”), and Blackstone Holdings IV L.P., a Québec société encommandite (“ Blackstone Holdings IV ”).

(c) The definition of “Change of Control” is hereby amended and restated in its entirety as follows:

“ Change of Control ” means the occurrence of any Person, other than Blackstone Group Management L.L.C. or a Person approved byBlackstone Group Management L.L.C., becoming the Class C Stockholder.

(d) The following definitions are hereby added in proper alphabetical order:

“ Blackstone Holdings AI ” means Blackstone Holdings AI L.P., a Delaware limited partnership, and any successor thereto.

“ Class A Common Stock ” means shares of Class A common stock, par value $0.00001 per share, of Parent.

“ Class C Stockholder ” means Blackstone Group Management L.L.C., a Delaware limited liability company, and any successor or permittedassign that owns the Class C common stock, par value $0.00001 per share, of Parent at the applicable time.

(e) The definition of “Exchange Agreement” is hereby amended and restated in its entirety as follows:

“ Exchange Agreement ” means the Fourth Amended and Restated Exchange Agreement, dated as of the date hereof, among Parent, theCorporate Taxpayer, the Blackstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time,as it may be amended, supplemented or restated from time to time.

(f) The definition of “Limited Partner Group Member” is hereby amended and restated in its entirety as follows:

“ Limited Partner Group Member ” has the meaning assigned to such term in the Amended and Restated Limited Liability CompanyAgreement of Blackstone Group Management L.L.C., a Delaware limited liability company, as it may be amended, supplemented or restatedfrom time to time.

(g) The definitions of “Common Units” and “General Partner” are hereby deleted.

(h) Reference to “the board of directors of the General Partner” in the definition of “Market Value” is hereby amended and replaced by reference to“the Board of Directors of Parent”.

(i) The definition of “Parent” is hereby amended and restated in its entirety as follows:

“ Parent ” means The Blackstone Group Inc., and any successor thereto.


(a) Reference to “The Blackstone Group L.P.” is hereby amended and replaced by reference to “The Blackstone Group Inc.”.

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(a) The second sentence of Section 7.11(a) of the Agreement is hereby amended and restated as follows:

If either (i) the Parent or any other Blackstone Holdings General Partner has elected or otherwise become, or elects to be or otherwise becomes,treated as a corporation for tax purposes, or (ii) the Parent holds any other Blackstone Holdings General Partner directly or indirectly throughan entity that is treated as a corporation for tax purposes, then (w) Parent, such other entity treated as a corporation for tax purposes, or suchother Blackstone Holdings General Partner, as applicable (the “ Relevant Entity ”), shall become a Corporate Taxpayer and shall execute anddeliver a joinder to this Agreement to such effect, and (x) the provisions of this Agreement shall apply to each partnership, limited partnershipand limited liability company Controlled by any other Blackstone Holdings General Partner as if each such entity were a Partnership; providedthat, if any Partnership Units or limited partner interests in other Blackstone Holdings Partnerships were Exchanged prior to an event describedin clause (i) or (ii) above, then (y) such Exchange shall be treated for purposes of this Agreement as having occurred immediately after suchevent at the Fair Market Value in existence at the time of such prior Exchange, and (z) the Relevant Entity shall be required to make the sameTax Benefit Payments pursuant to the terms of this Agreement that it would have been required to make had it been treated in the same manneras the Corporate Taxpayer on the date of such Exchange; provided, however, that such Tax Benefit Payments shall be payable only with respectto (I) Original Assets that are still owned at the time of the event described in clause (i) or (ii) above, and (II) taxable years of such entityending on or after the date of the event described in clause (i) or (ii) above.

(b) Section 7.11(a) of the Agreement is hereby amended by adding the following after the last sentence thereof: “The determination of the amountof Tax Benefit Payments that a Relevant Entity would have been required to make had it been treated as a Corporate Taxpayer on the date of aprior Exchange under this Section 7.11(a) shall be made taking into account whether the applicable Partnership (and if applicable, any entitytreated as a partnership for United States federal income tax purposes in which the applicable Partnership owns a direct or indirect interest) hadan election in effect under Section 754 of the Code for the taxable year in which the prior Exchange occurred; provided that, for this purpose, ifthe applicable Partnership (and if applicable, any entity treated as a partnership for United States federal income tax purposes in which theapplicable Partnership owns a direct or indirect interest) makes such an election in connection with the Relevant Entity becoming a CorporateTaxpayer as described in this Section 7.11(a), such Partnership (and if applicable, any entity treated as a partnership for United States federalincome tax purposes in which the applicable Partnership owns a direct or indirect interest) shall be deemed not to have such an election in effectuntil after the date on which the Relevant Entity becomes a Corporate Taxpayer as described in this Section 7.11(a).”

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(c) Section 7.11(d) is hereby amended and restated in its entirety as follows:

(d) If any entity that is obligated to make an Exchange Payment hereunder transfers one or more assets to a corporation with which such entity doesnot file a consolidated tax return pursuant to Section 1501 of the Code (other than any corporation that is obligated to make an ExchangePayment hereunder or which includes the taxable income of the transferor in its tax return), such entity, for purposes of calculating the amountof any Exchange Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) duehereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution; provided, however,the foregoing shall not apply to the extent a non-U.S. entity transfers assets to a directly or indirectly wholly owned non-U.S. entity, orotherwise in respect of any transfer or deemed transfer of assets pursuant to the Conversion Transactions. The consideration deemed to bereceived by such entity shall be equal to the Fair Market Value of the contributed asset, plus (i) the amount of debt to which such asset issubject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a contribution of apartner interest.

4. The Agreement is hereby amended by replacing all references to “Common Units” with references to “Class A Common Stock”.

5. Effective Time . This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 1, 2019 (the “ EffectiveTime ”) and no party shall be required to commence performance hereunder until the Effective Time.

6. Ratification and Confirmation of the Agreement . Except as so modified pursuant to this Amendment, the Agreement is hereby ratified and confirmedin all respects.

7. Applicable Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

8. Counterparts . This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by thedifferent parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which takentogether shall constitute one and the same agreement.

[ Signature pages follow ]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the undersigned as of the date first above written.



By: /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: Chairman and Chief Executive Officer


By: Blackstone Holdings I/II GP L.L.C., its general partner











[ Signature Page to Amendment to Tax Receivable Agreement ]

LIMITED PARTNER GROUP MEMBERS

By: /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: Founding Member

[ Signature Page to Amendment to Tax Receivable Agreement ]

Exhibit 99.7

Execution Version

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (the “ Agreement ”), dated as of July 1, 2019 among The BlackstoneGroup Inc., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IVL.P. and the Blackstone Holdings Limited Partners from time to time party hereto.

WHEREAS, The Blackstone Group L.P., Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., BlackstoneHoldings III L.P., Blackstone Holdings IV L.P. and the Blackstone Holdings Limited Partners heretofore executed and delivered the Third Amended andRestated Exchange Agreement, dated as of October 1, 2015 (the “Third Amended and Restated Exchange Agreement”);

WHEREAS, the parties hereto desire to provide for the exchange of certain Blackstone Holdings Partnership Units for shares of Class ACommon Stock, on the terms and subject to the conditions set forth herein;

WHEREAS, the right to exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a) below, once exercised, represents a several,and not a joint and several, obligation of the Blackstone Holdings Partnerships (on a pro rata basis), and no Blackstone Holdings Partnership shall have anyobligation or right to acquire Blackstone Holdings Partnership Units issued by another Blackstone Holdings Partnership;

WHEREAS, the parties to the Third Amended and Restated Exchange Agreement now desire to enter into this Agreement to amend and restatethe Third Amended and Restated Exchange Agreement in its entirety as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to theterms used in this Agreement.


“ Blackstone Holdings AI ” means Blackstone Holdings AI L.P., a limited partnership formed under the laws of the State of Delaware, and anysuccessor thereto.

“ Blackstone Holdings I ” means Blackstone Holdings I L.P., a limited partnership formed under the laws of the State of Delaware, and anysuccessor thereto.

“ Blackstone Holdings II ” means Blackstone Holdings II L.P., a limited partnership formed under the laws of the State of Delaware, and anysuccessor thereto.

“ Blackstone Holdings I/II General Partner ” means Blackstone Holdings I/II GP L.L.C., a limited liability company formed under the laws ofthe State of Delaware and the general partner of Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, and any successor general partnerthereof.

“ Blackstone Holdings III ” means Blackstone Holdings III L.P., a société en commandite formed under the laws of the Province of Québec,and any successor thereto.

“ Blackstone Holdings III General Partner ” means Blackstone Holdings III GP L.P., a limited partnership formed under the laws of the State ofDelaware, and the general partner of Blackstone Holdings III, and any successor general partner thereof.

“ Blackstone Holdings IV ” means Blackstone Holdings IV L.P., a société en commandite formed under the laws of the Province of Québec,and any successor thereto.

“ Blackstone Holdings IV General Partner ” means Blackstone Holdings IV GP L.P., a société en commandite formed under the laws of theProvince of Québec and the general partner of Blackstone Holdings IV, and any successor general partner thereof.

“ Blackstone Holdings IV General Partner Sub ” means Blackstone Holdings IV GP Sub L.P., a société en commandite formed under the lawsof the Province of Québec, and any successor thereto.

“ Blackstone Holdings General Partners ” means, collectively, Blackstone Holdings I/II General Partner, Blackstone Holdings III GeneralPartner and Blackstone Holdings IV General Partner.

“ Blackstone Holdings Limited Partner ” means each Person that is as of the date of this Agreement or becomes from time to time a limitedpartner of each of the Blackstone Holdings Partnerships pursuant to the terms of the Blackstone Holdings Partnership Agreements.

“ Blackstone Holdings Partnership Agreements ” means, collectively, the Second Amended and Restated Limited Partnership Agreement ofBlackstone Holdings I, the Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Second Amended and RestatedLimited Partnership Agreement of Blackstone Holdings II, the Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings III andthe Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as they may each be amended, supplemented or restated fromtime to time.

“ Blackstone Holdings Partnership Unit ” means, collectively, one unit of partnership interest in each of Blackstone Holdings AI, BlackstoneHoldings I, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV, issued pursuant to their respective Blackstone HoldingsPartnership Agreements.

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“ Blackstone Holdings Partnerships ” means, collectively, Blackstone Holdings AI, Blackstone Holdings I, Blackstone Holdings II, BlackstoneHoldings III and Blackstone Holdings IV.

“ Business Day ” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York areauthorized or required by law to close.

“ Class A Common Stock ” means shares of Class A common stock, par value $0.00001 per share, of the Issuer.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Exchange ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ Exchange Rate ” means the number of shares of Class A Common Stock for which a Blackstone Holdings Partnership Unit is entitled to beexchanged. On the date of this Agreement, the Exchange Rate shall be 1 for 1, which Exchange Rate shall be subject to modification as provided inSection 2.4.

“ Issuer ” means The Blackstone Group Inc., a corporation formed under the laws of the State of Delaware, and any successor thereto.

“ Insider Trading Policy ” means the Insider Trading Policy of the Issuer applicable to the directors and executive officers of the Issuer, as suchinsider trading policy may be amended from time to time.

“ Issuer Certificate of Incorporation ” means the Certificate of Incorporation of the Issuer, dated July 1, 2019 and effective as of the EffectiveTime, as it may be amended, supplemented or restated from time to time.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization,association (including any group, organization, co-tenanacy, plan, board, council or committee), government (including a country, state, county, or anyother governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).

“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Issuer.

“ Quarterly Exchange Date ” means, unless the Issuer cancels such Quarterly Exchange Date pursuant to Section 2.8 hereof, the date that is thelater to occur of either: (1) the second Business Day after the date on which the Issuer makes a public news release of its quarterly earnings for the priorQuarter, (2) the first day each Quarter that directors and executive officers of the Issuer are permitted to trade under the Insider Trading Policy, or (3) suchother date as the Issuer shall determine in its sole discretion, provided with respect to clause (3) that the Issuer shall provide the Blackstone HoldingsLimited Partners with reasonable notice of such date.

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“ Sale Transaction ” has the meaning set forth in Section 2.8 of this Agreement.

“ Transfer Agent ” means such bank, trust company or other Person as shall be appointed from time to time by the Issuer pursuant to the IssuerCertificate of Incorporation to act as registrar and transfer agent for the Class A Common Stock.

ARTICLE II

EXCHANGE OF BLACKSTONE HOLDINGS PARTNERSHIP UNITS

SECTION 2.1. Exchange of Blackstone Holdings Partnership Units .

(a) Subject to adjustment as provided in this Article II, to the provisions of the Blackstone Holdings Partnership Agreements and the IssuerCertificate of Incorporation and to the provisions of Section 2.2 hereof, each Blackstone Holdings Limited Partner shall be entitled on any QuarterlyExchange Date to surrender Blackstone Holdings Partnership Units held by such Blackstone Holdings Limited Partner to the Blackstone HoldingsPartnerships in exchange for the delivery by the Blackstone Holdings Partnerships of a number of shares of Class A Common Stock equal to the product ofsuch number of Blackstone Holdings Partnership Units surrendered multiplied by the Exchange Rate (such exchange, an “ Exchange ”); provided that anysuch exchange is for a minimum of the lesser of 1,000 Blackstone Holdings Partnership Units or all of the vested Blackstone Holdings Partnership Unitsheld by such Blackstone Holdings Limited Partner.

(b) On the date Blackstone Holdings Partnership Units are surrendered for exchange, all rights of the exchanging Blackstone Holdings LimitedPartner as holder of such Blackstone Holdings Partnership Units shall cease, and such exchanging Blackstone Holdings Limited Partner shall be treated forall purposes as having become the Record Holder (as defined in the Issuer Certificate of Incorporation) of such shares of Class A Common Stock.

(c) For the avoidance of doubt, any exchange of Blackstone Holdings Partnership Units shall be subject to the provisions of the BlackstoneHoldings Partnership Agreements, including without limitation the provisions of Sections 8.01, 8.03 and 8.04.

SECTION 2.2. Exchange Procedures . (a) A Blackstone Holdings Limited Partner may exercise the right to exchange Blackstone HoldingsPartnership Units set forth in Section 2.1(a) above by providing a written notice of exchange at least sixty (60) days prior to the applicable QuarterlyExchange Date to each of the Blackstone Holdings General Partners substantially in the form of Exhibit A hereto, duly executed by such holder or suchholder’s duly authorized attorney in respect of the Blackstone Holdings Partnership Units to be exchanged, in each case delivered during normal businesshours at the principal executive offices of the Issuer or the Blackstone Holdings General Partners, as applicable.

(b) As promptly as practicable following the surrender for exchange of Blackstone Holdings Partnership Units in the manner provided in thisArticle II, the Blackstone Holdings Partnerships shall deliver or cause to be delivered at the principal executive offices of the Issuer or at the office of theTransfer Agent the number of shares of Class A Common Stock issuable upon such exchange, issued in the name of such exchanging Blackstone HoldingsLimited Partner.

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(c) The Blackstone Holdings Partnerships may adopt reasonable procedures for the implementation of the exchange provisions set forth in thisArticle II, including, without limitation, procedures for the giving of notice of an election for exchange.

SECTION 2.3. Blackout Periods and Ownership Restrictions .

(a) Notwithstanding anything to the contrary, a Blackstone Holdings Limited Partner shall not be entitled to exchange Blackstone HoldingsPartnership Units, and the Issuer and the Blackstone Holdings Partnerships shall have the right to refuse to honor any request for exchange of BlackstoneHoldings Partnership Units, (i) at any time or during any period if the Issuer or the Blackstone Holdings Partnerships shall determine, based on the advice ofcounsel (which may be inside counsel), that there may be material non-public information that may affect the trading price per share of Class A CommonStock at such time or during such period or (ii) if such exchange would be prohibited under applicable law or regulation.

SECTION 2.4. Splits, Distributions and Reclassifications .

(a) The Exchange Rate shall be adjusted accordingly if there is: (1) any subdivision (by split, distribution, reclassification, recapitalization orotherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the Blackstone Holdings Partnership Units that is notaccompanied by an identical subdivision or combination of the shares of Class A Common Stock; or (2) any subdivision (by split, distribution,reclassification, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of the shares of Class ACommon Stock that is not accompanied by an identical subdivision or combination of the Blackstone Holdings Partnership Units. In the event of areclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then a BlackstoneHoldings Limited Partner shall be entitled to receive upon exchange the amount of such security that such Blackstone Holdings Limited Partner would havereceived if such exchange had occurred immediately prior to the effective date of such reclassification or other similar transaction. Except as may berequired in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any Blackstone HoldingsPartnership Unit.

SECTION 2.5. Shares of Class A Common Stock to be Issued .

(a) The Issuer covenants that if any shares of Class A Common Stock require registration with or approval of any governmental authority underany U.S. federal or state law before such shares of Class A Common Stock may be issued upon exchange pursuant to this Article II, the Issuer shall usecommercially reasonable efforts to cause such shares of Class A Common Stock to be duly registered or approved, as the case may be. The Issuer shall usecommercially reasonable efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon eachnational securities exchange or inter-dealer quotation system upon which the outstanding shares of Class A Common Stock may be listed or traded at thetime of such delivery. Nothing contained herein shall be construed to preclude the Issuer or the Blackstone Holdings Partnership from satisfying theirobligations in respect of the exchange of the Blackstone Holdings Partnership Units by delivery of shares of Class A Common Stock which are held in thetreasury of the Issuer or the Blackstone Holdings Partnership or any of their subsidiaries.

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SECTION 2.6. Taxes .

(a) The delivery of shares of Class A Common Stock upon exchange of Blackstone Holdings Partnership Units shall be made without charge tothe Blackstone Holdings Limited Partners for any stamp or other similar tax in respect of such issuance.

SECTION 2.7. Restrictions .

(a) The provisions of Sections 8.02, 8.03 (other than paragraphs (a), (b) and (d)), 8.04 and 8.06 of the Blackstone Holdings PartnershipAgreements shall apply, mutatis mutandis , to any shares of Class A Common Stock issued upon exchange of Blackstone Holdings Partnership Units; andthe provisions of paragraphs (b) and (d) of Section 8.03 of the Blackstone Holdings Partnership Agreements shall permit Transfers of Class A CommonStock issued upon exchange of Blackstone Holdings Partnership Units to the same extent as Exchange Transactions (as defined in the Blackstone HoldingsPartnership Agreements) with respect to Blackstone Holdings Partnership Units may be permitted under such provisions. In each case, the provisions ofSections 8.03 and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the aggregate to Blackstone Holdings Partnership Units and sharesof Class A Common Stock received in exchange for Blackstone Holdings Partnership Units.

SECTION 2.8. Subsequent Offerings .

(a) The Issuer may from time to time provide the opportunity for Blackstone Holdings Limited Partners to sell their Blackstone HoldingsPartnership Units to the Issuer, the Blackstone Holdings Partnerships or any of their subsidiaries (a “ Sale Transaction ”); provided that no Sale Transactionshall occur unless the Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of the Issuer as such Sale Transaction.A Blackstone Limited Partner selling Blackstone Holdings Partnership Units in connection with a Sale Transaction must provide notice to Issuer at leastthirty (30) days prior to the cash settlement of such Sale Transaction in respect of the Blackstone Holdings Partnership Units to be sold, in each casedelivered during normal business hours at the principal executive offices of the Issuer. For the avoidance of doubt, the total aggregate number of QuarterlyExchange Dates and Sale Transactions occurring during any fiscal year of the Issuer shall not exceed four (4).

ARTICLE III

GENERAL PROVISIONS

SECTION 3.1. Amendment . (a) The provisions of this Agreement may be amended by the affirmative vote or written consent of each of theBlackstone Holdings Partnerships and, after a Change of Control (as such term as defined in the Blackstone Holdings Partnership Agreements), the holdersof at least a majority of the Vested Percentage Interests (as such term as defined in the Blackstone Holdings Partnership Agreements) of the BlackstoneHoldings Partnership Units (excluding Blackstone Holdings Partnership Units held by the Issuer and the Blackstone Holdings General Partners). Noamendment to this Agreement shall be required to the extent any entity becomes a successor of any of the foregoing parties.

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(b) Each Blackstone Holdings Limited Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that anaction may be taken upon the affirmative vote or written consent of less than all of the Blackstone Holdings Limited Partners, such action may be so takenupon the concurrence of less than all of the Blackstone Holdings Limited Partners and each Blackstone Holdings Limited Partner shall be bound by theresults of such action.

SECTION 3.2. Addresses and Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing andshall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (deliveryreceipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at suchother address for a party as shall be as specified in a notice given in accordance with this Section 3.2):

(a) If to the Issuer, to:

345 Park AvenueNew York, New York 10154Attention: Chief Legal OfficerFax: (212) 583-5660Electronic Mail: [email protected]

(b) If to Blackstone Holdings AI L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. or BlackstoneHoldings IV L.P., to:

345 Park AvenueNew York, New York 10154Attention: Chief Legal OfficerFax: (212) 583-5660Electronic Mail: [email protected]

(c) If to any Blackstone Holdings Limited Partner, to:

c/o The Blackstone Group Inc.345 Park AvenueNew York, New York 10154Attention: Chief Legal OfficerFax: (212) 583-5660Electronic Mail: [email protected]

SECTION 3.3. Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from takingaction as may be necessary or appropriate to achieve the purposes of this Agreement.

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SECTION 3.4. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permittedby this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 3.5. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by anyrule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economicor legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent ofthe parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originallycontemplated to the fullest extent possible.

SECTION 3.6. Integration . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereofand supersedes all prior agreements and understandings pertaining thereto.

SECTION 3.7. Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of thisAgreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty,agreement or condition.



(b) Notwithstanding the provisions of paragraph (a), the Blackstone Holdings Partnerships may cause any Blackstone Holdings Partnership tobring, on behalf of the Issuer or such Blackstone Holdings Partnership or on behalf of one or more Blackstone Holdings Limited Partners, an action orspecial proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid ofan arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Blackstone Holdings Limited Partner(i) expressly consents to the application of paragraph (c) of this Section 3.8 to any such action or proceeding, (ii) agrees that proof shall not be required thatmonetary 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 Blackstone

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Holdings Partnerships as such Blackstone Holdings Limited Partner’s agents for service of process in connection with any such action or proceeding andagrees that service of process upon such agent, who shall promptly advise such Blackstone Holdings Limited Partner of any such service of process, shall bedeemed in every respect effective service of process upon the Blackstone Holdings Limited Partner in any such action or proceeding.

(c) (i) EACH BLACKSTONE HOLDINGS LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OFCOURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITHTHE PROVISIONS OF THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATEDARBITRATION 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. Theparties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with oneanother.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have topersonal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the precedingparagraph of this Section 3.8 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 3.8 shall be construed to the maximum extent possible tocomply 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 3.8, including any rules of theInternational Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall notinvalidate all of this Section 3.8. In that case, this Section 3.8 shall be construed so as to limit any term or provision so as to make it valid or enforceablewithin the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, thisSection 3.8 shall be construed to omit such invalid or unenforceable provision.

SECTION 3.9. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or morecounterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original butall of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronictransmission service shall be considered original executed counterparts for purposes of this Section 3.9.

SECTION 3.10. Tax Treatment . To the extent this Agreement imposes obligations upon a particular Blackstone Holdings Partnership or aBlackstone Holdings General Partner, this Agreement shall be treated as part of the relevant Blackstone Holdings Partnership Agreement as described inSection 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and

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1.761-1(c) of the Treasury Regulations. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummatedhereunder as a taxable sale of Blackstone Holdings Partnership Units by a Blackstone Holdings Limited Partner to Blackstone Holdings I/II General Partner,Blackstone Holdings III General Partner or Blackstone Holdings IV General Partner Sub, as the case may be, and no party shall take a contrary position onany income tax return, amendment thereof or communication with a taxing authority.

SECTION 3.11. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION 3.12. Effective Time . This Agreement shall be effective, and the provisions hereof shall become operative, upon the effectiveness ofthe Conversion (the “ Effective Time ”) and no party shall be required to commence performance hereunder until the Effective Time.


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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

THE BLACKSTONE GROUP INC.














[ Signature Page to Fourth Amended and Restated Exchange Agreement ]

BLACKSTONE HOLDINGS III L.P.

By: Blackstone Holdings III GP L.P., its general partner





By: Blackstone Holdings IV GP L.P., its general partner

By: Blackstone Holdings IV GP Management (Delaware)L.P., its general partner




[ Signature Page to Fourth Amended and Restated Exchange Agreement ]

EXHIBIT A

[FORM OF]NOTICE OF EXCHANGE

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.

345 Park AvenueNew York, New York 10154Attention: Tabea Y. HsiFax: (646) 455-4221Electronic Mail: [email protected]

Reference is hereby made to the Fourth Amended and Restated Exchange Agreement, dated as of July 1, 2019 (the “ Exchange Agreement ”), among TheBlackstone Group Inc., Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., BlackstoneHoldings IV L.P. and the Blackstone Holdings Limited Partners from time to time party thereto, as amended from time to time. Capitalized terms used butnot defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Blackstone Holdings Limited Partner hereby elects to exchange the number of Blackstone Holdings Partnership Units set forthbelow for an equal number of shares of Class A Common Stock to be issued in its name.

Name of Blackstone Holdings Limited Partner:

Number of Blackstone Holdings Partnership Units to be exchanged on the [____] exchange date: _________________ units (or such lesser number asthe Issuer may determine in its sole discretion, which determination shall be final and binding and shall be conclusively determined by the exchange of suchlesser number of Blackstone Holdings Partnership Units).

The undersigned acknowledges that this Notice of Exchange is binding and may only be withdrawn with the consent of the Issuer prior to the exchangedate.

The undersigned (1) hereby represents that the Blackstone Holdings Partnership Units set forth above are owned by the undersigned, (2) hereby exchangessuch Blackstone Holdings Partnership Units for shares of Class A Common Stock as set forth in the Exchange Agreement, (3) hereby irrevocablyconstitutes and appoints any officer of the Blackstone Holdings Partnerships, the Blackstone Holdings General Partners or the Issuer as its attorney, withfull power of substitution, to exchange said Blackstone Holdings Partnership Units on the books of the Blackstone Holdings Partnerships for shares ofClass A Common Stock on the books of the Issuer, with full power of substitution in the premises.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice of Exchange to be executed and delivered by theundersigned or by its duly authorized attorney.

Name:

Dated: ______________

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Exhibit 99.8

Execution Version

Amendment to Registration Rights Agreement

Amendment, dated as of July 1, 2019 and effective as of the Effective Time (as defined below) (this “ Amendment ”) among The Blackstone GroupInc., a Delaware corporation (the “ Corporation ”) and the Demand Committee (as defined in the Agreement (as defined below)) (collectively, the “ Parties”), to the Agreement.

W I T N E S S E T H

WHEREAS, the Corporation and the Covered Persons (as defined in the Agreement) heretofore executed and delivered a Registration RightsAgreement, dated as of June 18, 2007 (the “ Agreement ”);

WHEREAS, pursuant to Section 3.2 of the Agreement, this amendment may be entered into by the Corporation and the Demand Committee withoutthe consent of any other person; and

WHEREAS, in connection with an internal reorganization involving the conversion of The Blackstone Group L.P. into a Delaware corporation, theParties desire to make related amendments to the Agreement.

Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:


(a) The definition of “Blackstone Holdings” is hereby amended and restated in its entirety as follows:

“ Blackstone Holdings ” means, collectively, Blackstone Holdings I L.P., a Delaware limited partnership (“ Blackstone Holdings I ”),Blackstone Holdings AI L.P., a Delaware limited partnership (“ Blackstone Holdings AI ”), Blackstone Holdings II L.P., a Delaware limitedpartnership (“ Blackstone Holdings II ”), Blackstone Holdings III L.P., a Québec société en commandite (“ Blackstone Holdings III ”) andBlackstone Holdings IV L.P., a Québec société en commandite (“ Blackstone Holdings IV ”).

(b) The definition of “Blackstone Holdings Partnership Unit” is hereby amended and restated in its entirety as follows:

“ Blackstone Holdings Partnerships Unit ” means, collectively, one partnership unit in each of Blackstone Holdings I, Blackstone Holdings AI,Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV issued under each of their respective Blackstone HoldingsPartnership Agreements.

(c) The definition of “Blackstone Holdings Partnership Agreements” is hereby amended and restated in its entirety as follows:

“ Blackstone Holdings Partnership Agreements ” means, collectively, the Second Amended and Restated Limited Partnership Agreement ofBlackstone Holdings I, the Second Amended and Restated Limited Partnership Agreement of Blackstone Holdings AI, the Second Amendedand Restated Limited Partnership Agreement of Blackstone Holdings II, the Third Amended and Restated Limited Partnership Agreement ofBlackstone Holdings III and the Third Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV, as each of them maybe amended, supplemented or restated from time to time.

(d) The definition of “Board” is hereby amended and restated in its entirety as follows:

“ Board ” means the Board of Directors of the Corporation.

(e) The following definitions are hereby added in proper alphabetical order:

“ Class A Common Stock ” means shares of Class A common stock, par value $0.00001 per share, of the Corporation.

“ Class C Common Stock ” means the Class C common stock, par value $0.00001 per share, of the Corporation.

“ Class C Stockholder ” means Blackstone Group Management L.L.C., a Delaware limited liability company and any successor or permittedassign that owns the Class C Common Stock at the applicable time.

“ Corporation ” means The Blackstone Group Inc., a Delaware corporation, and any successor thereto.

(f) The definitions of “Common Units”, “General Partner” and “Partnership” are hereby deleted.

(g) Reference to “General Partner” in the definition of “Registration Expenses” is hereby removed and reference to “Partnership” in the definitionof “Registration Expenses” is hereby amended and replaced by reference to “Corporation”.

2. Amendment to Section 2.5(m) of the Agreement . Section 2.5(m) is hereby amended to reflect the following changes ( strikethroughs representdeletions and double underlines represent insertions):

The Partnership Corporation shall have appropriate officers of the General Partner, the Partnership Corporation or Blackstone Holdings (i) prepareand make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings forany Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters inthe offering, marketing or selling of Registrable Securities.

3. Amendment to Section 2.7 of the Agreement . Section 2.7 is hereby amended to reflect the following changes ( strikethroughs represent deletions anddouble underlines represent insertions):

Indemnification by Registering Covered Persons . Each Registering Covered Person hereby indemnifies and holds harmless, and the PartnershipCorporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Article II,that the Partnership Corporation shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold harmless,the Partnership Corporation and all other prospective sellers of Registrable Securities, the directors of the General Partner Corporation , each officerof the General Partner or the Partnership Corporation who signed the Registration Statement and each person, if any, who controls the PartnershipCorporation and all other prospective sellers of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act to the same extent as the indemnity set forth in Section 2.6 above, but only with respect to any losses, claims, damages or liabilities thatarise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformitywith written information furnished to the Partnership Corporation with respect to such seller or any underwriter specifically for use in the preparationof such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d)under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto. Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of the Partnership Corporation , any of the Registering Covered Persons or anyunderwriter, or any of their respective affiliates, directors, officers or controlling persons and shall survive the transfer of such securities by suchperson. In no event shall such indemnification liability of any Registering Covered Person be greater in amount than the dollar amount of the proceedsreceived by such Registering Covered Person upon the sale of the Registrable Securities giving rise to such indemnification obligation.

4. Amendment to Section 2.8 of the Agreement . Reference to “General Partner” in Section 2.8 is hereby amended and replaced by reference to“Corporation”.

5. Amendment to Section 3.4(b) of the Agreement . Section 3.4(b) is hereby amended to reflect the following changes ( strikethroughs representdeletions and double underlines represent insertions):

Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to Corporation may bring, on behalf ofthe General Partner or the Partnership Corporation , an action or special proceeding in any court or competent jurisdiction for the purpose ofcompelling 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 Covered Person (i) expressly consents to the application of paragraph (c) of this Section 3.4 to any suchaction or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions on this Agreement would bedifficult to calculate and that remedies at law would be

inadequate, and (iii) irrevocably appoints the General Partner Corporation as such Covered Person’s agent for service of process in connection withany such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Covered Person of any such serviceof process, shall be deemed in every respect effective service of process upon the Covered Person in any such action or proceeding.


(a) The second paragraph of Section 3.5(a) of the Agreement is hereby amended and restated as follows:

If to a Covered Person,c/o The Blackstone Group Inc.345 Park AvenueNew York, New York 10154Attention: Chief Legal OfficerFax: (212) 583-5660Electronic Mail: [email protected]

(b) The third paragraph of Section 3.5(a) of the Agreement is hereby amended and restated as follows:

If to the Corporation, atc/o The Blackstone Group Inc.345 Park AvenueNew York, New York 10154Attention: Chief Legal OfficerFax: (212) 583-5660Electronic Mail: [email protected]

7. Except as otherwise stated in Sections 1(g), 2, 3, 4 and 5 of this Amendment, the Agreement is hereby amended by replacing all references to:

(a) “Partnership” with references to “Corporation”;

(b) “General Partner” with references to “Board”; and

(c) “Common Units” with references to “shares of Class A Common Stock”.

8. Effective Time . This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 1, 2019 (the “ EffectiveTime ”) and no party shall be required to commence performance hereunder until the Effective Time.

9. Ratification and Confirmation of the Agreement . Except as so modified pursuant to this Amendment, the Agreement is hereby ratified and confirmedin all respects.

10. Applicable Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

11. Counterparts . This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by thedifferent parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which takentogether shall constitute one and the same agreement.

[ Signature pages follow ]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the undersigned as of the date first above written.

THE BLACKSTONE GROUP INC.


DEMAND COMMITTEE

By: /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: Founding Member

[ Signature Page to Amendment to Registration Rights Agreement ]

Exhibit 99.9

Execution Version

July 1, 2019

Mr. Stephen A. SchwarzmanChairman, CEO & Co-Founderc/o Blackstone345 Park AvenueNew York, NY 10154

Dear Steve:

Reference is made to the Amended and Restated Founding Member Agreement, dated as of March 1, 2018 (as amended, supplemented, waived orotherwise modified from time to time in accordance with its terms, the “ Founding Member Agreement ”), by and among Blackstone Holdings I L.P.(collectively with its Affiliates, “ Blackstone ”) and Stephen A. Schwarzman (“ Founding Member ” or “ you ”). Capitalized terms not otherwise definedherein are defined in the Founding Member Agreement.

1. Section 2(a) of the Founding Member Agreement is hereby amended by deleting the clause “as may be determined by Blackstone from time totime” and inserting in lieu thereof the clause “in amounts and at levels that are consistent with current practices”.

2. Section 3 of the Founding Member Agreement is hereby amended by adding the following additional clauses (f) and (g) at the end thereof:

“(f) Prior to Departure of the Founding Member, the Founder Group shall be awarded Profit Sharing Percentages with respect to each BlackstoneFund that holds its Launch prior to a Departure as follows:

(i) in the case of each Blackstone Fund for which there is a predecessor Blackstone Fund in which the Founder Group owns Profit SharingPercentages, the Profit Sharing Percentage in such successor Blackstone Fund shall equal the aggregate Profit Sharing Percentages owned bythe Founder Group in the most recent such predecessor Blackstone Fund; and

(ii) in the case of a Blackstone Fund for which there is no predecessor Blackstone Fund, the Profit Sharing Percentage in such Blackstone Fundshall equal the median of the aggregate Profit Sharing Percentages owned by the Founder Group across all Blackstone Funds existing at thetime in question.

(g) With regard to any Blackstone Fund with an indefinite life or investment period, each separate accrual/calculation period with respect to carriedinterest under such Blackstone Fund is treated as a successor Blackstone Fund related thereto for all purposes under this Section 3.”

3. You have informed the conflicts committee of the board of directors of the general partner of The Blackstone Group L.P. that you have no currentplan to retire or modify your financial relationship with Blackstone, including your compensation arrangements, absent significant changes in terms ofBlackstone’s legal form (other than those currently contemplated), dividend policy, operating performance or other relevant matters (including, withoutlimitation, material changes in the executive compensation policies of peer firms). In the event of such a significant change, Blackstone will consider ingood faith any such proposed modification you may make and will not unreasonably withhold consent thereto.

4. Except as amended hereby, the Founding Member Agreement remains in full force and effect. This letter agreement shall be governed by andconstrued in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. This letteragreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

[R emainder of the page intentionally left blank ]

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By: Blackstone Holdings I/II GP Inc.,its general partner

By: /s/ John G. FinleyName: John G. FinleyTitle: Authorized Officer

FOUNDING MEMBER

/s/ Stephen A. SchwarzmanStephen A. Schwarzman

[Signature Page to Letter Agreement Amending Amended and Restated Founding Member Agreement]

Exhibit 99.11

THE BLACKSTONE GROUP INC.SEVENTH 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 ofBlackstone and certain of its affiliates in order to provide such individuals with pre-tax deferred incentive compensation awards and thereby enhance thealignment of interests between such individuals and Blackstone and its affiliates. Blackstone previously amended and restated the First Plan, effective as ofNovember 5, 2009, as the Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of December 14, 2010, as the Second Amendedand Restated Blackstone Group L.P. Bonus Deferral Plan, effective as of 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 asof December 1, 2013, as the Fifth Amended and Restated Blackstone Group L.P. Bonus Deferral Plan, as the Sixth Amended and Restated BlackstoneGroup L.P. Bonus Deferral Plan, effective as of December 1, 2014 (the First Plan and the subsequent amended and restated versions of the Bonus DeferralPlan, collectively, the “ Prior Plans ”). Blackstone is hereby further amending and restating the plan as this Seventh Amended and Restated BlackstoneGroup Inc. Bonus Deferral Plan, effective as of July 1, 2019 (the “ Plan ”). This Plan governs Annual Bonuses (as defined below) earned in respect of 2019and 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 relevantyear 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 companyor other entity that is related to Blackstone (including Blackstone Administrative Services Partnership L.P.) as a member of a controlled group ofcorporations 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 forpurposes 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 tothe Annual Bonus Notification Date pursuant to any agreement, plan, program or other arrangement between the Participant and the Firm (a “ GuaranteedBonus ”) 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’sGuaranteed Bonus likely would result in the imposition of tax or penalties under Section 409A of the Code, the Participant’s Annual Bonus shall excludesuch 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 limitedpartnership, Blackstone Holdings AI L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, BlackstoneHoldings 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 suchevent also constitutes a “change of control” within the meaning of Section 409A of the Code and the regulations and Internal Revenue Service guidancepromulgated 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 theEquity Incentive Plan.

“ Competitive Activity ” means a Participant’s engagement in any activity that would constitute a violation of any non-competition covenantsto which the Participant is subject under the Participant’s Employment Agreement, determined without regard to the actual duration of suchnon-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 deliveredwith 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.

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“ Employment ” means (i) a Participant’s employment if the Participant is an employee of Blackstone or any Affiliated Employer or (ii) aParticipant’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 exhibitsthereto) or, with respect to a Participant who is a senior managing director, the Senior Managing Director Agreement (including all schedules and exhibitsthereto), 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 PlanAdministrator 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 orother security, if the fair market value of such BHP Unit or other security cannot reasonably be determined pursuant to the foregoing definition, the FairMarket 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 goodfaith 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 withSection 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 asa “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 orenterprise 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 Committeeshall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated. Additionally, the PlanAdministrator may delegate its authority under the Plan to any employee or group of employees of Blackstone or an Affiliate Employer; provided that suchdelegation is consistent with applicable law and guidelines established by the Board from time to time.

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“ 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 andthe 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 onwhich 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, inits sole discretion, will select Participants from among the employees and senior managing directors of the Participating Employers and will notify suchindividuals that they have been selected to participate in the Plan for such Fiscal Year. The Plan Administrator may, in its sole discretion, establish differentrules 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 otherservice 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 PlanAdministrator and communicated to the applicable Participants prior to or coincident with the Annual Bonus Notification Date. Such alternate rules and/orsub-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.

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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 toparticipate in the Plan in accordance with Section 2.01 hereof, a portion of the Annual Bonus (excluding any portion thereof that is being separately deferredpursuant 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 orcoincident with the Annual Bonus Notification Date):

Portion of Annual Bonus

Marginal DeferralRate Applicable to

Such Portion

Effective DeferralRate for Entire Annual Bonus*

$0 - 100,000 0.0% 0.0% $100,001 - 200,000 15.0% 7.5% $200,001 - 500,000 20.0% 15.0% $500,001 - 750,000 30.0% 20.0% $750,001 - 1,250,000 40.0% 28.0% $1,250,001 - 2,000,000 45.0% 34.4% $2,000,001 - 3,000,000 50.0% 39.6% $3,000,001 - 4,000,000 55.0% 43.4% $4,000,001 - 5,000,000 60.0% 46.8% $5,000,000 + 65.0% 52.8%

* 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 compensationshall be taken into account (including, without limitation, performance incentive fees earned in connection with Firm sponsored investment funds), althoughthe 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) theamount that would otherwise be deferred 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 forwhich the Annual Bonus was earned.

Notwithstanding the foregoing: (i) if a Participant’s Annual Bonus includes a Guaranteed Bonus, such Participant’s Bonus Deferral Amountshall 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 ofthe 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 Firmreserves the right to change the method by which a Participant’s Bonus Deferral Amount will be calculated with respect to any Annual Bonus by notifyingthe Participant in writing in advance of the Annual Bonus Notification Date for such Annual Bonus. Deferral of each Participant’s Bonus Deferral Amountfor the relevant Fiscal Year shall be automatic and mandatory and shall occur immediately prior to the Investment Date for such Fiscal Year. The excess ofthe 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 onsuch 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 withrespect to such Fiscal Year.

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(b) On the Investment Date, the Participant’s entire Bonus Deferral Amount corresponding to such Investment Date shall automatically andmandatorily be notionally invested in the number of shares of Common Stock (the Participant’s “ Deferral Shares ”) that is equal to such Bonus DeferralAmount divided by the VWAP of a share of Common Stock as of the corresponding Annual Bonus Notification Date, rounded up to the nearest wholenumber. 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 numberof 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 Sharesgranted 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 immediatelyfollows 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 Participantremaining continuously Employed with the Firm through the applicable Vesting Date (or on such other vesting schedule selected by the Plan Administratorand 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 uponwhich 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 suchDeferral 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 Sharesshall 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 PlanAdministrator which falls between the first February 1 and March 1 following the Vesting Date applicable to such Deferral Share.

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(b) Form of Delivery . On the applicable Delivery Date, or as soon as reasonably practicable after such Delivery Date (but in no event morethan 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 thedeliverable portion of the Participant’s Deferral Shares, the number of shares of Common Stock subject to such Deferral Shares (or, at the PlanAdministrator’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 CommonStock as of the date of such payment). Notwithstanding the foregoing, if the Plan Administrator determines, in its sole discretion, that the issuance of sharesof Common Stock may raise tax, securities law or administrative concerns to the Firm or the Participant, then distributions to such Participant hereundershall 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 bemade 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 shallbe effectuated by recording the Participant’s ownership of such shares of Common Stock (or, if applicable, BHP Units) in a book-entry or similar systemutilized 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 PlanAdministrator may determine in its discretion. No Participant shall have any rights as an owner with respect to any shares of Common Stock (or, ifapplicable, BHP Units) under the Plan prior to the date on which the Participant becomes entitled to delivery of such shares of Common Stock (or, ifapplicable, BHP Units) in accordance with Section 5.01. The Plan Administrator may, in its sole discretion, cause the Firm to defer the delivery of anyshares of Common Stock (or, if applicable, BHP Units, cash or other securities) pursuant to this Plan as the Plan Administrator deems necessary to ensurecompliance 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 paysuch sum to the Firm as may be necessary to discharge the Firm’s obligations with respect to any taxes, assessments or other governmental charges, whetherof the United States or any other jurisdiction, which the Firm reasonably expects will be imposed as a result of such payment or distribution. In thediscretion of the Firm, the Firm may deduct or withhold such sum from such payment or distribution (including by deduction or withholding of shares ofCommon Stock (or, if applicable, BHP Units or other securities), provided that the amount the Firm deducts or withholds shall not (unless otherwisedetermined by the Plan Administrator) exceed the Firm’s minimum statutory withholding obligations. Alternatively, the Firm may elect to satisfy the taxwithholding obligations by advancing and remitting its own funds on behalf of the Participant to the applicable tax authorities, in which case the Participantshall 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 asdetermined by Blackstone Treasury from time to time. As of November 5, 2009, this rate will equal the “prime rate” (as published in the Wall StreetJournal) for JPMorgan Chase (or any successor) plus 500 basis points (or a comparable rate as determined by Blackstone or such Affiliate). In the event thatthe Firm plans to advance a tax withholding remittance on

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behalf of the Participant as described in the preceding sentence, the Firm shall provide the Participant with reasonable advance notice to permit theParticipant 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 itsown 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 Participantpursuant to Section 5.01 who is Employed by such Participating Employer during the relevant Vesting Period; provided, however, that in the event that aParticipant is Employed by more than one Participating Employer during the relevant Vesting Period, each Participating Employer shall be liable for itsallocable 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, ineither 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 DeferralShares (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 theParticipant does not qualify for Retirement, such Participant’s unvested Deferral Shares shall immediately vest (in which case, the date of the Participant’stermination without Cause shall be referred to as the “ Vesting Date ” for such Deferral Shares) and be delivered to the Participant in accordance withArticle V.

(c) Resignation . In the event that a Participant resigns from the Firm (and such resignation does not constitute Retirement), such Participant’sunvested 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 tovest in accordance with Article IV, and shall continue to be delivered to the Participant in accordance with Article V, as though the Participant remainedcontinuously Employed with the Firm through the end of the Vesting Period; provided that if, following a termination of his or her Employment with theFirm as described in this Section 6.01(d), such Participant breaches any applicable provision of the Employment Agreement to which the Participant is aparty or otherwise engages in any Competitive Activity, such Participant’s Deferral Shares which remain undelivered as of the date of such violation orengagement in Competitive Activity, as determined by the Plan Administrator in its sole discretion, will be forfeited without payment. As a pre-condition toa Participant’s right to continued vesting following Retirement, the Plan Administrator may require the Participant to certify in writing prior to eachscheduled Vesting Date that the Participant has not breached any applicable provisions of the Participant’s Employment Agreement or otherwise engaged inany Competitive Activity.

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(e) Disability . In the event that a Participant’s Employment with the Firm is terminated due to the Participant’s Disability, such Participant’sunvested 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 ofEmployment in which his or her Deferral Shares remain subject to vesting pursuant to this Section 6.01, such Participant’s Deferral Shares which remainunvested 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 butundelivered Deferral Shares, become deliverable to the Participant’s estate as of the date of the Participant’s death (in which case, the date of theParticipant’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 Shareswhich 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 (inwhich 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 dateupon 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 orencumbrance, 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 consentof 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 authorityto interpret the Plan, to make all legal and factual determinations and to determine all questions arising in the administration of the Plan, including withoutlimitation the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. Eachinterpretation, 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 Administratorshall be indemnified by the Firm against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or heras a result of actions taken or not taken in connection with the Plan.

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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 solediscretion, to the extent permitted by Section 409A of the Code. No further deferrals will occur under the Plan after the effective date of any suchsuspension or termination. Following any such termination, the Participants’ Deferral Shares will continue to vest and be delivered, or be forfeited, asotherwise provided herein. Notwithstanding the foregoing, no alteration, amendment or modification of the Plan shall adversely affect the rights of theParticipant in any amounts or units accrued by or credited to such Participant prior to such action without the Participant’s written consent unless the PlanAdministrator determines, in its sole discretion, that such alternation, modification or amendment is necessary for the Plan to comply with the requirementsof 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 anydistribution 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 termunder 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 tothis 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 orpayments 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 unfundedand unsecured contractual obligation of each Participating Employer that Employed Participant during the Vesting Periods and through the Delivery Datesapplicable to such Participant’s Deferral Shares. Each Participant and his or her estate and/or beneficiaries (if any) will be unsecured creditors of eachParticipating Employer with which such Participant is or was Employed with respect to any obligations owed to such Participant, estate and/or beneficiariesunder the Plan. Amounts deliverable or payable under the Plan will be satisfied solely out of the general assets of the applicable Participating Employersubject 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 toreceive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. No Participating Employer will segregateany funds or assets to provide for any payment or

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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 mayestablish 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 anyParticipant 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 thePlan 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 theFirm’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 specificamount for any future Fiscal Year or (iv) affect, supersede, amend or change the Employment Agreement (or any other agreement between the Participantand 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 anyright 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 sharesof Common Stock (or, if applicable, BHP Units) until the issuance or transfer thereof to the Participant. For the avoidance of doubt, Deferral Sharesrepresent an unfunded and unsecured right to receive shares of Common Stock (or, if applicable, BHP Units, cash or other securities) on an applicableDelivery Date and, until such Delivery Date, the Participant shall have no ownership rights with respect to the shares of Common Stock, BHP Units, cash orother 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 DeferralShares (whether vested or unvested) in form and amounts corresponding to the payments that such Participants would have received as dividend payments ifthey directly held the shares of Common Stock (or, if applicable, BHP Units) underlying such outstanding Deferral Shares on the relevant dividend paymentdate. A Participant’s right to receive such dividend equivalent payments with respect to Deferral Shares shall cease upon the forfeiture or settlement of suchDeferral 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, debtor 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 todeduct 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 othersecurities) are deliverable or payable hereunder and any such deduction or offset shall be implemented in a manner intended to avoid subjecting theParticipant to additional taxation under Section 409A of the Code.

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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 provisionsof this Plan shall be finally resolved in accordance with the arbitration provisions (and the jurisdiction, venue and similar provisions related thereto) of theEmployment 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 ofany provision hereof. Use of one gender includes the other, and the singular and plural include each other.

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