8-K - BSTT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2025

Blackstone Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-55931	81-0696966
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS. Employer<br> <br>Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 583-5000

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 the following provisions:

☐	Written communications 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered

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

Emerging growth company ☐

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

Item 1.01.	Entry into a Material Definitive Agreement.

Launch of DST Program

Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and its operating partnership, BREIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), have launched a Delaware Statutory Trust program (the “Program”). Under the Program, beneficial interests (“DST Interests”) in Delaware statutory trusts (“DSTs”) that hold one or more real properties (“DST Properties”) will be offered and sold to certain accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) in private offerings exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

Under the Program, a DST Property will be held in a DST and subsequently leased back by a wholly owned subsidiary of the Operating Partnership under a master lease guaranteed by the Operating Partnership. The Operating Partnership will have a fair market value purchase option (the “FMV Option”) giving it the right, but not the obligation, to acquire DST Interests from investors during a defined period in exchange for Operating Partnership units or, in certain cases, cash. Investors who receive Operating Partnership units through the FMV Option may, after a holding period, request redemption of their Operating Partnership units, and the Operating Partnership will redeem their units for the Company’s common stock, cash or a combination of both in the Company’s sole discretion.

Launch of New Share Classes

In addition, the Company intends to offer and sell new classes of common stock, Classes L and L-2, each with a par value of $0.01 per share (collectively, the “New Share Classes”), to certain accredited investors (as defined in Regulation D under the Securities Act) in private offerings exempt from registration pursuant Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D thereunder. Except as described herein, the New Share Classes have substantially similar rights and terms, including voting powers, to the rights and terms of the Company’s existing classes of common stock, including the same proportional rights to the Company’s assets. The minimum initial investment is $50 million for Class L Shares and $250 million for Class L-2 shares. The New Share Classes will be subject to certain restrictions, including a minimum holding period and certain repurchase limitations in addition to the Company’s existing monthly and quarterly limitations.

In connection with the foregoing initiatives, the Company is amending certain of its documents to reflect the establishment and management of the Program and New Share Classes.

Related Agreements

Sixth Amended and Restated Advisory Agreement

On November 3, 2025, the Company entered into a Sixth Amended and Restated Advisory Agreement (the “Advisory Agreement”), by and among the Company, the Operating Partnership and BX REIT Advisors L.L.C. (the “Adviser”), to (i) facilitate the establishment and management of the Program, (ii) make certain updates reflecting the designation of the New Share Classes, including the payment of a management fee with respect to such New Share Classes, and (iii) incorporate other administrative updates.

As amended, the Company will pay the Adviser a management fee equal to (i) 1.25% of the NAV of the Company attributable to Class T-2, Class S-2, Class D-2, Class I, Class T, Class S, Class D and Class C shares, (ii) 1.00% of the NAV of the Company attributable to Class L shares and (iii) 0.85% of the NAV of the Company attributable to Class L-2 shares, in each case, per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than the Company, the Operating Partnership will pay the Adviser a management fee equal to (i) 1.25% of the NAV of the Operating Partnership attributable to such Class T-2, Class S-2, Class D-2, Class T-1, Class S-1, Class D-1, Class I, Class T, Class S, Class D, Class C and Class B Operating Partnership units, (ii) 1.00% of the NAV of the Operating Partnership attributable to such Class L Operating Partnership units and (iii) 0.85% of the NAV the Operating Partnership attributable to such Class L-2 Operating Partnership units, in each case, per annum payable monthly. The Company will not pay a management fee with respect to Class F shares or Class F Operating Partnership units.

The Advisory Agreement also provides that the Company will reimburse the Adviser for any organization and offering expenses related to the Program, unless it has agreed to receive a fee in lieu of reimbursement.

Sixth Amended and Restated Limited Partnership Agreement of BREIT Operating Partnership L.P.

On November 3, 2025, the Company entered into a Sixth Amended and Restated Limited Partnership Agreement (the “A&R OP Agreement”) for the Operating Partnership, by and among the Company, BREIT Special Limited Partner L.P. (the “Special Limited Partner”) and the limited partners party thereto, to make certain updates to (i) facilitate the issuance of Operating Partnership units in exchange for DST Interests in the event the Operating Partnership elects to exercise its FMV Option, including the designation of three new classes of Operating Partnership units, Class T-1, Class S-1 and Class D-1, (ii) reflect the designation of the New Share Classes and corresponding units of the Operating Partnership, including the calculation of the performance participation allocation for Class L and Class L-2 Operating Partnership units, and (iii) incorporate other administrative updates.

The A&R OP Agreement authorizes the Operating Partnership to issue Operating Partnership units, in the form of Class L, Class L-2, Class I or one of three new classes of Operating Partnership units, designated as Class T-1, Class S-1 and Class D-1, in exchange for DST Interests in connection with the exercise of the FMV Option, with the class of Operating Partnership units to be received by an investor to be set forth set forth in the applicable agreement between the DST Dealer Manager (as defined below) and the participating intermediary that sold such DST Interests in a DST Offering or as otherwise agreed with the Operating Partnership. Unless otherwise provided in the applicable agreement between the DST Dealer Manager and the applicable participating intermediary, the amount of the ongoing investor servicing fee for a Class T-1 Operating Partnership unit shall equal 0.85% per annum of the NAV of such outstanding Class T-1 Operating Partnership unit, consisting of a representative stockholder servicing fee of 0.65% per annum and a dealer stockholder servicing fee of 0.20% per annum, the amount of the ongoing investor servicing fee for a Class S-1 Operating Partnership unit shall equal 0.85% per annum of the NAV of such outstanding Class S-1 Operating Partnership unit, and the amount of the ongoing investor servicing fee for a Class D-1 Operating Partnership unit shall equal 0.25% per annum of the NAV of such outstanding Class D-1 Operating Partnership unit. The Dealer Manager will re-allow all or a portion of the investor servicing fee to participating broker-dealers for ongoing investor services performed by such broker-dealers and will waive the investor servicing fee to the extent a broker-dealer is not eligible to receive it for failure to provide such services.

Under the A&R OP Agreement, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner will hold a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership (i) with respect to Class T-2, Class S-2, Class D-2, Class T-1, Class S-1, Class D-1, Class I, Class T, Class S, Class D, Class C and Class B Operating Partnership units, equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined in the A&R OP Agreement) and (ii) with respect to Class L and Class L-2 Operating Partnership units, equal to 10% of the Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with a Catch-Up. Such allocations will be measured on a calendar year basis, made quarterly and accrued monthly.

DST Dealer Manager Agreement

On November 3, 2025, in connection with the Program, Blackstone Real Estate Exchange LLC, an indirect wholly owned subsidiary of the Company (the “DST Sponsor”) and, solely with respect to its obligations relating to Operating Partnership unit investor servicing fees, the Operating Partnership, entered into the DST Dealer Manager Agreement (the “DST Dealer Manager Agreement”) with Blackstone Securities Partners L.P. (the “DST Dealer Manager”), pursuant to which the DST Dealer Manager will serve as the dealer manager for the DST Offerings on a “best efforts” basis.

Under the DST Dealer Manager Agreement, the DST Dealer Manager may receive an ongoing investor servicing fee of up to 0.85% per annum of the aggregate value of the DST Property underlying certain DST Interests in the applicable DST Offering.

The Operating Partnership will pay the DST Dealer Manager ongoing investor servicing fees in the same amounts as disclosed in the A&R OP Agreement with respect to Operating Partnership units issued in connection with the FMV Option in exchange for DST Interests and only until the fee limit (if any) set forth in the applicable agreement between the Dealer Manager and the participating distribution agent that sold such DST Interests in a DST Offering has been reached.

The DST Dealer Manager Agreement contains standard representations, warranties and covenants of the DST Sponsor, the Operating Partnership and the DST Dealer Manager. Included as Exhibit A to the DST Dealer Manager Agreement is the form of selected dealer agreement to be entered into by the DST Dealer Manager and participating broker-dealers that participate in a DST Offering (the “Form of DST Selected Dealer Agreement”).

The foregoing summary descriptions of the Advisory Agreement, A&R OP Agreement, DST Dealer Manager Agreement and Form of DST Selected Dealer Agreement do not purport to be complete and are qualified in their entirety by reference to the Advisory Agreement, A&R OP Agreement, DST Dealer Manager Agreement and Form of DST Selected Dealer Agreement (including the exhibits thereto), copies of which are included as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 3, 2025, the Company filed Articles of Amendment (the “Articles of Amendment”) to its charter with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 17,400,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 17,300,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with SDAT Articles Supplementary (the “Articles Supplementary” and, together with the Articles of Amendment, the “Charter Amendments”) to its charter, pursuant to which the Company classified and designated the following authorized but unissued shares of common stock: 500,000,000 as Class L shares and 500,000,000 as Class L-2 shares.

The foregoing summary descriptions of the Articles of Amendment and Articles Supplementary do not purport to be complete and are qualified in their entirety by reference to the Articles of Amendment and Articles Supplementary, copies of which are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Except as described in this Current Report on Form 8-K, the Charter Amendments did not amend, alter or modify any other terms or provisions of the Company’s charter.

Item 8.01.	Other Events.

Share Repurchase Plan

Effective November 3, 2025, the Company amended its share repurchase plan (the “Share Repurchase Plan”) to incorporate the New Share Classes in the Share Repurchase Plan. The foregoing summary description of the Share Repurchase Plan does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Plan, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
3.1	Articles of Amendment, dated November 3, 2025
3.2	Articles Supplementary, dated November 3, 2025
4.1	Share Repurchase Plan, effective as of November 3, 2025
10.1	Sixth Amended and Restated Advisory Agreement, dated November 3, 2025
10.2	Sixth Amended and Restated Limited Partnership Agreement, dated November 3, 2025
10.3	DST Dealer Manager Agreement, dated November 3, 2025
10.4	Form of DST Selected Dealer Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 the undersigned hereunto duly authorized.

Date: November 3, 2025

BLACKSTONE REAL ESTATE INCOME TRUST, INC.
By:	/s/ Leon Volchyok
Name:	Leon Volchyok
Title:	Chief Legal Officer

EX-3.1

Exhibit 3.1

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

ARTICLES OF AMENDMENT

Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Article V of the charter of the Corporation (the “Charter”) is hereby amended to increase (i) the number of shares of capital stock that the Corporation has authority to issue to 17,400,000,000 and (ii) the number of shares of common stock, par value $0.01 per share, that the Corporation has authority to issue to 17,300,000,000.

SECOND: The total number of shares of capital stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 16,400,000,000 shares, consisting of 16,300,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class T common stock, 400,000,000 of which are classified as Class T-2 common stock, 3,000,000,000 of which are classified as Class S common stock, 2,500,000,000 of which are classified as Class S-2 common stock, 1,500,000,000 of which are classified as Class D common stock, 1,400,000,000 of which are classified as Class D-2 common stock, 6,000,000,000 of which are classified as Class I common stock, 500,000,000 of which are classified as Class C common stock and 500,000,000 of which are classified as Class F common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of capital stock having par value was $164,000,000.

THIRD: The total number of shares of capital stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 17,400,000,000 shares, consisting of 17,300,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class T common stock, 400,000,000 of which are classified as Class T-2 common stock, 3,000,000,000 of which are classified as Class S common stock, 2,500,000,000 of which are classified as Class S-2 common stock, 1,500,000,000 of which are classified as Class D common stock, 1,400,000,000 of which are classified as Class D-2 common stock, 6,000,000,000 of which are classified as Class I common stock, 500,000,000 of which are classified as Class C common stock and 500,000,000 of which are classified as Class F common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of capital stock having par value is $174,000,000.^^

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

SIXTH: These Articles of Amendment shall become effective at 12:00 p.m., Eastern Time, on November 3, 2025.

SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. The undersigned officers have been authorized by resolution of the Board of Directors to execute and attest these Articles of Amendment.

- Signature Page Follows -

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Co-President and attested to by its Chief Legal Officer on this 3rd day of November, 2025.

ATTEST:		BLACKSTONE REAL ESTATE INCOME TRUST, INC.
/s/ Leon Volchyok		By:	/s/ A.J. Agarwal
Name:	Leon Volchyok		Name: A.J. Agarwal
Title:	Chief Legal Officer		Title: Co-President and Director

EX-3.2

Exhibit 3.2

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

ARTICLES SUPPLEMENTARY

Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Section 5.1 of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated 1,000,000,000 authorized but unissued shares of common stock, $0.01 par value per share, of the Corporation as 500,000,000 shares of a new class of Class L common stock, $0.01 par value per share (the “Class L Common Stock”), of the Corporation and 500,000,000 shares of a new class of Class L-2 common stock, $0.01 par value per share (the “Class L-2 Common Stock”), of the Corporation, with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption, which, upon any restatement of the Charter, shall become part of Article IV or Article V of the Charter, as appropriate, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

Class L and Class L-2 Common Stock

(1) Authorized Shares. Of the total number of authorized Common Shares, 500,000,000 shares are shares of Class L Common Stock (the “Class L Common Shares”) and 500,000,000 shares are shares of Class L-2 Common Stock (the “Class L-2 Common Shares”).

(2) Definitions. As used herein, the following terms shall have the following meanings unless the context otherwise requires:

“Class L Conversion Rate” shall mean the fraction, the numerator of which is the Class L NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class L NAV Per Share” shall mean the net asset value of the Corporation allocable to the Class L Common Shares, determined as described in the Prospectus, divided by the number of outstanding Class L Common Shares.

“Class L-2 Conversion Rate” shall mean the fraction, the numerator of which is the Class L-2 NAV Per Share and the denominator of which is the Class I NAV Per Share.

“Class L-2 NAV Per Share” shall mean the net asset value of the Corporation allocable to the Class L-2 Common Shares, determined as described in the Prospectus, divided by the number of outstanding Class L-2 Common Shares.

(3) Conversion of Class L Common Shares, Class L-2 Common Shares and Class D-2 Common Shares. Each Class L Common Share and Class L-2 Common Share held in a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Shares equal to the Class L Conversion Rate or Class L-2 Conversion Rate, respectively, on the earliest of (a) a Listing of Class I Common Shares and (b) a merger or consolidation of the Corporation with or into another entity in which the Corporation is not the surviving entity, or the sale or other disposition of all or substantially all of the Corporation’s assets.

(4) Rights Upon Liquidation. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class L Common Shares will automatically convert to Class I Common Shares at the Class L Conversion Rate and Class L-2 Common Shares will automatically convert to Class I Common Shares at the Class L-2 Conversion Rate. Following such conversion, the aggregate assets of the Corporation available for Distribution to holders of the Common Shares, or the proceeds therefrom, shall be distributed to each holder of Class I Common Shares, ratably with each other holder of Class I Common Shares, which will include all converted Class L Common Shares and Class L-2 Common Shares, in such proportion as the number of outstanding Class I Common Shares held by such holder bears to the total number of outstanding Class I Common Shares then outstanding.

SECOND: The Class L Common Stock and Class L-2 Common Stock have been reclassified by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: These Articles Supplementary shall become effective at 12:01 p.m., Eastern Time, on November 3, 2025.

FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. The undersigned officers have been authorized by resolution of the Board of Directors to execute and attest these Articles Supplementary.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Co-President and attested to by its Chief Legal Officer on this 3rd day of November, 2025.

ATTEST:		BLACKSTONE REAL ESTATE INCOME TRUST, INC.
/s/ Leon Volchyok		By:	/s/ A.J. Agarwal
Name:	Leon Volchyok		Name: A.J. Agarwal
Title:	Chief Legal Officer		Title: Co-President and Director

[Signature Page for Articles Supplementary]

EX-4.1

Exhibit 4.1

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

Share Repurchase Plan

Effective as of November 3, 2025

Definitions

Adviser – BX REIT Advisors L.L.C.

Class C shares – shall mean the shares of the Company’s common stock classified as Class C.

Class D shares – shall mean the shares of the Company’s common stock classified as Class D.

Class D-2 shares – shall mean the shares of the Company’s common stock classified as Class D-2.

Class F shares – shall mean the shares of the Company’s common stock classified as Class F.

Class I shares – shall mean the shares of the Company’s common stock classified as Class I.

Class L shares – shall mean the shares of the Company’s common stock classified as Class L.

Class L-2 shares – shall mean the shares of the Company’s common stock classified as Class L-2.

Class Sshares – shall mean the shares of the Company’s common stock classified as Class S.

Class S-2 shares – shall mean the shares of the Company’s common stock classified as Class S-2.

Class T shares – shall mean the shares of the Company’s common stock classified as Class T.

Class T-2 shares – shall mean the shares of the Company’s common stock classified as Class T-2.

Company – shall mean Blackstone Real Estate Income Trust, Inc., a Maryland corporation.

Dealer Manager – shall mean Blackstone Securities Partners L.P.

NAV – shall mean the net asset value of the Company attributable to its Stockholders or the net asset value of a class of its shares, as the context requires, determined in accordance with the Company’s Net Asset Value Calculation and Valuation Guidelines as described in the Company’s prospectus.

Operating Partnership – shall mean BREIT Operating Partnership L.P.

Operating Partnership units – shall mean limited partnership interests in the Operating Partnership.

Plan – shall mean this share repurchase plan of the Company.

Special Limited Partner – shall mean BREIT Special Limited Partner L.L.C.

Stockholders – shall mean the holders of Class T-2, Class S-2, Class D-2, Class I, Class T, Class S, Class D, Class C, Class F, Class L and Class L-2 shares.

Transaction Price – shall mean the repurchase price per share for each class of common stock, which shall be equal to the then-current offering price before applicable selling commissions and dealer manager fees.

Share Repurchase Plan

Stockholders may request that the Company repurchase shares of its common stock through their financial advisor or directly with the Company’s transfer agent. The procedures relating to the repurchase of shares of the Company’s common stock are as follows:

•	Certain broker-dealers require that their clients process repurchases through their broker-dealer, which may<br>impact the time necessary to process such repurchase request, impose more restrictive deadlines than described under this Plan, impact the timing of a Stockholder receiving repurchase proceeds and require different paperwork or process than<br>described in this Plan. Stockholders should contact their broker-dealer first if they want to request the repurchase of their shares.
•	Under this Plan, to the extent the Company chooses to repurchase shares in any particular month, the Company will<br>only repurchase shares as of the opening of the last calendar day of that month (a “Repurchase Date”). To have shares repurchased, a Stockholder’s repurchase request and required documentation must be received in good order by 4:00<br>p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share repurchases will generally be made within three business days of the Repurchase Date. Repurchase requests received and processed by the<br>Company’s transfer agent will be effected at a repurchase price equal to the Transaction Price on the applicable Repurchase Date (which will generally be equal to the Company’s prior month’s NAV per share), subject to any Early<br>Repurchase Deduction (as defined below).
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•	A Stockholder may withdraw his or her repurchase request by notifying the transfer agent, directly or through the<br>Stockholder’s financial intermediary, on the Company’s toll-free, automated telephone line, 844-702-1299. The line is open on each business day between the<br>hours of 9:00 a.m. and 6:00 p.m. (Eastern time). Repurchase requests must be cancelled before 4:00 p.m. (Eastern time) on the last business day of the applicable month.
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•	If a repurchase request is received after 4:00 p.m. (Eastern time) on the second to last business day of the<br>applicable month, the repurchase request will be executed, if at all, on the next month’s Repurchase Date at the Transaction Price applicable to that month (subject to any Early Repurchase Deduction), unless such request is withdrawn prior to<br>the repurchase. Repurchase requests received and processed by the Company’s transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day.<br>All questions as to the form and validity (including time of receipt) of repurchase requests and notices of withdrawal will be determined by the Company, in its sole discretion, and such determination shall be final and binding.<br>
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•	Repurchase requests may be made by mail or by contacting a financial intermediary, both subject to certain<br>conditions described in this Plan. If making a repurchase request by contacting the Stockholder’s financial intermediary, the Stockholder’s financial intermediary may require the Stockholder to provide certain documentation or<br>information. If making a repurchase request by mail to the transfer agent, the Stockholder must complete and sign a repurchase authorization form, which can be found at the end of this Plan and which is available on the Company’s website,<br>www.breit.com. Written requests should be sent to the transfer agent at the following address:
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SS&C GIDS, Inc.

PO Box 219349

Kansas City, MO 64121-9349

Overnight Address:

SS&C GIDS, Inc.

801 Pennsylvania Ave. Suite 219349

Kansas City, MO 64105

Toll Free Number: 844-702-1299

Corporate investors and other non-individual entities must have an appropriate certification on file authorizing repurchases. A signature guarantee may be required.

•	For processed repurchases, Stockholders may request that repurchase proceeds are to be paid by mailed check<br>provided that the check is mailed to an address on file with the transfer agent for at least 30 days. Stockholders should check with their broker-dealer that such payment may be made via check or wire transfer, as further described below.<br>
•	Stockholders may also receive repurchase proceeds via wire transfer, provided that wiring instructions for their<br>brokerage account or designated U.S. bank account are provided. For all repurchases paid via wire transfer, the funds will be wired to the account on file with the transfer agent or, upon instruction, to another financial institution provided that<br>the Stockholder has made the necessary funds transfer arrangements. The customer service representative can provide detailed instructions on establishing funding arrangements and designating a bank or brokerage account on file. Funds will be wired<br>only to U.S. financial institutions (ACH network members).
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•	A medallion signature guarantee will be required in certain circumstances described below. A medallion signature<br>guarantee may be obtained from a domestic bank or trust company, broker-dealer, clearing agency, savings association or other financial institution which participates in a medallion program recognized by the Securities Transfer Association. The<br>three recognized medallion programs are the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program. Signature guarantees from financial institutions that<br>are not participating in any of these medallion programs will not be accepted. A notary public cannot provide signature guarantees. The Company reserves the right to amend, waive or discontinue this policy at any time and establish other criteria<br>for verifying the authenticity of any repurchase or transaction request. The Company may require a medallion signature guarantee if, among other reasons: (1) the amount of the repurchase request is over $500,000; (2) a Stockholder wishes<br>to have repurchase proceeds transferred by wire to an account other than the designated bank or brokerage account on file for at least 30 days or sent to an address other than such Stockholder’s address of record for the past 30 days; or<br>(3) the Company’s transfer agent cannot confirm a Stockholder’s identity or suspects fraudulent activity.
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•	If a Stockholder has made multiple purchases of shares of the Company’s common stock, any repurchase<br>request will be processed on a first in/first out basis unless otherwise requested in the repurchase request.
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Minimum AccountRepurchases

In the event that any Stockholder fails to maintain the minimum balance of $500 of shares of the Company’s common stock, the Company may repurchase all of the shares held by that Stockholder at the repurchase price in effect on the date the Company determines that such Stockholder has failed to meet the minimum balance, less any Early Repurchase Deduction. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company’s NAV. Minimum account repurchases are subject to Early Repurchase Deduction.

Sources of Funds for Repurchases

The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of the Company’s common stock or Operating Partnership units to the Special Limited Partner), and the Company has no limits on the amounts it may pay from such sources.

Repurchase Limitations

The Company may repurchase fewer shares than have been requested in any particular month to be repurchased under this Plan, or none at all, in its discretion at any time. In addition, the aggregate NAV of total repurchases of Class T-2, Class S-2, Class D-2, Class I, Class T, Class S, Class D, Class C, Class F, Class L and Class L-2 shares (including repurchases at certain non-U.S. investor access funds primarily created to hold shares of the Company but excluding any Early Repurchase Deduction applicable to the repurchased shares) under this Plan will be limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV attributable to Stockholders as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Stockholders as of the end of the immediately preceding three months).

In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month under this Plan, shares submitted for repurchase during such month will be repurchased on a pro rata basis after the Company has repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of this Plan, as applicable.

If the Transaction Price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and Stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests. The Transaction Price for each month will be available on the Company’s website at www.breit.com and in prospectus supplements filed with the Securities and Exchange Commission.

Should repurchase requests, in the Company’s board of directors’ judgment, place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or impose an adverse impact on the Company as a whole, or should the Company’s board of directors otherwise determine that investing its liquid assets in real properties or other investments rather than repurchasing the Company’s shares is in the best interests of the Company as a whole, the Company’s board of directors may determine to repurchase fewer shares in any particular month than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under this Plan), or none at all. Further, the Company’s board of directors may, in certain circumstances, make exceptions to such repurchase limitations (or repurchase fewer shares than such repurchase limitations), or modify or suspend this Plan if, in its reasonable judgment, it deems such action to be in the best interest of the Company and its Stockholders. Material modifications, including any amendment to the 2% monthly or 5% quarterly limitations on repurchases, to and suspensions of this Plan will be promptly disclosed to Stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or special or periodic report filed by us. Material modifications will also be disclosed on the Company’s website. In addition, the Company may determine to suspend this Plan due to regulatory changes, changes in law or if the Company becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Upon the determination by the Company’s board of directors to (i) suspend this Plan or (ii) materially modify this Plan in a manner that reduces liquidity available to the Stockholders, the Company’s board of directors will consider, at least quarterly, whether continuing to restrict repurchases or resuming repurchases at the original repurchase limits set forth in this Plan would be in the best interests of the Company and its Stockholders. The Company’s board of directors must affirmatively authorize the recommencement of this Plan if it is suspended before Stockholder requests will be considered again. The Company’s board of directors cannot terminate this Plan absent a liquidity event which results in Stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law.

As described in the Company’s prospectus, shares held by the Adviser acquired as payment of the Adviser’s management fee will not be subject to this Plan, including with respect to any repurchase limits, the Early Repurchase Deduction or the calculation of NAV. In addition, any repurchases of shares in respect of

distributions on the performance participation interest will not be subject to the Early Repurchase Deduction. Stockholders who are exchanging a class of the Company’s shares for an equivalent aggregate NAV of another class of the Company’s shares will not be subject to, and will not be treated as repurchases for the calculation of, the 2% monthly or 5% quarterly limitations on repurchases and will not be subject to the Early Repurchase Deduction.

Early Repurchase Deduction

There is no minimum holding period for shares of the Company’s common stock and Stockholders can request that the Company repurchase their shares at any time. However, subject to limited exceptions, shares that have not been outstanding for at least one year will be repurchased at 98% of the Transaction Price (an “Early Repurchase Deduction”) on the applicable Repurchase Date. The one-year holding period is measured as of the first calendar day immediately following the prospective Repurchase Date. Additionally, Stockholders who have received shares of the Company’s common stock in exchange for their Operating Partnership units may include the period of time such Stockholder held such Operating Partnership units for purposes of calculating the holding period for such shares of the Company’s common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. The Early Repurchase Deduction will not apply to shares acquired through the Company’s distribution reinvestment plan.

The Company may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to conditions described below):

•	repurchases resulting from death, qualifying disability or divorce;
•	in the event that a Stockholder’s shares are repurchased because such Stockholder has failed to maintain<br>the $500 minimum account balance; or
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•	due to trade or operational error.
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As set forth above, the Company may waive the Early Repurchase Deduction in respect of repurchase of shares resulting from the death, qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a Stockholder who is a natural person, including shares held by such Stockholder through a trust or an individual retirement account or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the Stockholder, the recipient of the shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust, (ii) in the case of qualified disability, receiving written notice from such Stockholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the Stockholder became a Stockholder or (iii) in the case of divorce, receiving written notice from the Stockholder of the divorce and the Stockholder’s instructions to effect a transfer of the shares (through the repurchase of the shares by the Company and the subsequent purchase by the Stockholder) to a different account held by the Stockholder (including trust or an individual retirement account or other retirement or profit-sharing plan). The Company must receive the written repurchase request within 12 months after the death of the Stockholder, the initial determination of the Stockholder’s disability or divorce in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death, disability or divorce of a Stockholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the Stockholder. If spouses are joint registered holders of shares, the request to have the shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the Stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death, disability or divorce does not apply.

In addition, shares of the Company’s common stock are sold to certain feeder vehicles primarily created to hold the Company’s shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company will not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. Further, the Company will not apply the Early Repurchase Deduction on repurchases of the Company’s common stock submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company.

Restrictions onCertain Stockholders

Certain stockholders have agreed, and in the future may agree, to certain terms in their subscription agreement with the Company, including a minimum holding period before seeking to participate in the Plan and additional limitations.

Items of Note

•	Stockholders will not receive interest on amounts represented by uncashed repurchase checks;<br>
•	Under applicable anti-money laundering regulations and other federal regulations, repurchase requests may be<br>suspended, restricted or canceled and the proceeds may be withheld;
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•	IRS regulations require the Company to determine and disclose on Form<br>1099-B the adjusted cost basis for shares of the Company’s stock sold or repurchased. Although there are several available methods for determining the adjusted cost basis, unless a Stockholder elects<br>otherwise, which such Stockholder may do by checking the appropriate box on the repurchase authorization form or calling the Company’s customer service number at<br>844-702-1299, the Company will utilize the<br>first-in-first-out method; and
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•	All shares of the Company’s common stock requested to be repurchased must be beneficially owned by the<br>Stockholder of record making the request or his or her estate, heir or beneficiary, or the party requesting the repurchase must be authorized to do so by the Stockholder of record of the shares or his or her estate, heir or beneficiary, and such<br>shares of common stock must be fully transferable and not subject to any liens or encumbrances. In certain cases, the Company may ask the requesting party to provide evidence satisfactory to the Company that the shares requested for repurchase are<br>not subject to any liens or encumbrances. If the Company determines that a lien exists against the shares, the Company will not be obligated to repurchase any shares subject to the lien.
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Mail and Telephone Instructions

The Company and its transfer agent will not be responsible for the authenticity of mail or phone instructions or losses, if any, resulting from unauthorized Stockholder transactions if they reasonably believe that such instructions were genuine. The Company’s transfer agent has established reasonable procedures to confirm that instructions are genuine including requiring the Stockholder to provide certain specific identifying information on file and sending written confirmation to Stockholders of record. Failure by the Stockholder or its agent to notify the Company’s transfer agent in a timely manner, but in no event more than 60 days from receipt of such confirmation, that the instructions were not properly acted upon or any other discrepancy will relieve the Company, the Company’s transfer agent and the financial advisor of any liability with respect to the discrepancy.

REPURCHASE AUTHORIZATION<br><br><br>FOR Blackstone Real Estate Income Trust, Inc.

Use this form to request repurchase of your shares in Blackstone Real Estate Income Trust, Inc. (the “Company”). Please complete all sections below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Share Repurchase Plan (the “Plan”) of the Company.

1 REPURCHASE FROM THE FOLLOWING ACCOUNT

Name(s) on the<br>Account
Account Number	Social Security<br>Number/TIN
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Financial Advisor<br>Name	Financial Advisor<br>Phone Number
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2 REPURCHASE AMOUNT (Check one, required)	3 REPURCHASE TYPE (Check one, required)
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☐ All Shares	☐ Normal
☐ Number of Shares	☐ Death
☐ Dollar Amount $	☐ Disability<br><br><br>☐ Divorce

Additional documentation is required if repurchasing due to Death, Disability or Divorce. Contact InvestorRelations for detailed instructions at 844-702-1299.

4 PAYMENTINSTRUCTIONS (Select only one) ****

Indicate how you wish to receive your repurchase cash payment below. If an option is not selected, a check will be sent to your address of record. Repurchase proceeds for qualified accounts, including IRAs and other Custodial accounts, and certain Broker-controlled accounts as required by your Broker/Dealer of record, will automatically be issued to the Custodian or Broker/Dealer of record, as applicable. All Custodial held and Broker-controlled accounts must include the Custodian and/or Broker/Dealer signature.

☐ Cash/Check Mailed to Address of Record
☐ Cash/Check Mailed to Third Party/Custodian (Signature Guarantee required)
☐ I authorize Blackstone Real Estate Income Trust, Inc. or its agent to deposit my distribution into my checking or savings account.
Name / Entity Name /<br>Financial Institution	Mailing Address
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City	State	Zip Code	Account Number
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☐ Cash/Direct Deposit Attach a pre-printed voided check. (Non-Custodian Investors Only)

I authorize Blackstone Real Estate Income Trust, Inc. or its agent to deposit mydistribution into my checking or savings account. In the event that Blackstone Real Estate Income Trust, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneousdeposit.

Financial Institution<br>Name	Mailing Address	City	State
Your Bank’s ABA<br>Routing Number	Your Bank Account<br>Number
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PLEASE ATTACH A PRE-PRINTEDVOIDED CHECK

5 SHARE REPURCHASE PLAN CONSIDERATIONS (Select only one) ****

The Plan contains limitations on the number of shares that can be repurchased under the Plan during any month and quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular month, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each Stockholder’s request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must resubmit a new repurchase request for the remaining amount. Please select one of the following options below.If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.

☐	Process my repurchase request on a pro-rata basis.<br>
☐	Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis.
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6 COST BASIS SELECTION (Select only one) ****

U.S. federal income tax information reporting rules generally apply to certain transactions in the Company’s shares. Where they apply, the “cost basis” calculated for the shares involved will be reported to the Internal Revenue Service (“IRS”) and to you. Generally these rules apply to the Company’s shares, including those purchased through the Company’s distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these new rules and your cost basis reporting options.

Indicate below the cost basis method you would like us to apply.

IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.

☐	FIFO (First – In / First Out)
☐	LIFO (Last – In / First Out) Consult your tax advisor to determine whether this method is available toyou.
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☐	Specific Lots
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If you have selected “Specific Lots,” please identify the lots below:

Date of Purchase:	Amount of<br>Purchase:
Date of Purchase:	Amount of<br>Purchase:
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Date of Purchase:	Amount of<br>Purchase:
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7 AUTHORIZATION AND SIGNATURE

IMPORTANT: Signature Guarantee may be required if any of the following applies:

•	Amount to be repurchased is $500,000 or more.
•	The repurchase is to be sent to an address other than the address we have had on record for the past 30 days.<br>
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•	The repurchase is to be sent to an address other than the address on record.
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•	If name has changed from the name in the account registration, we must have a one-and-the-same name signature guarantee. A<br>one-and-the-same signature guarantee must state “<Previous Name> is one-and-the-same as <New Name>” and you must sign your old and new name.
•	The repurchase proceeds are deposited directly according to banking instructions provided on this form. (Non-Custodial Investors Only)
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Investor Name (Please<br>Print)	Signature	Date
Co-Investor Name (Please Print)	Signature	Date
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Signature Guarantee<br><br><br>(Affix Medallion or Signature Guarantee Stamp Below)	Custodian and/or Broker/Dealer Authorization<br><br><br>(if applicable)<br> <br><br><br><br>Signature of Authorized Person
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*	Please refer to the prospectus you received in connection with your initial investment in Blackstone Real<br>Estate Income Trust, Inc., as amended by any amendments or supplements to that prospectus, for a description of the current terms of the Plan. A copy of the prospectus, as amended and supplemented to date, is located at www.breit.com and at<br>www.sec.gov. The Transaction Price will be available in the Company’s prospectus supplements and at www.breit.com and www.sec.gov. There are various limitations on your ability to request that we repurchase your shares,<br>including, subject to certain exceptions, the Early Repurchase Deduction if your shares have been outstanding for less than one year. Please see a copy of the applicable prospectus, as amended and supplemented to date, for the current Transaction<br>Price. In addition, the aggregate NAV of total repurchases of Class T-2, Class S-2, Class D-2, Class I,<br>Class T, Class S, Class D, Class C, Class F, Class L and Class L-2 shares (including repurchases at certain non-U.S. investor access<br>funds primarily created to hold shares of the Company but excluding any Early Repurchase Deduction applicable to the repurchased shares) will be limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate<br>NAV as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months). The<br>Company’s board of directors may determine to make exceptions to, amend or suspend the Plan without stockholder approval. Material modifications to and suspensions of the Plan will be disclosed in a filing with the SEC at www.sec.gov<br>which will also be made available at www.breit.com. Repurchase of shares, when requested, will generally be made monthly; provided however, that the board of directors may determine from time to time to adjust the timing of repurchases. All<br>requests for repurchases must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. A Stockholder may withdraw his or her repurchase request by notifying the transfer agent, directly or<br>through the Stockholder’s financial intermediary, on the Company’s toll-free, automated telephone line, 844-702-1299. Repurchase requests must be cancelled<br>before 4:00 p.m. (Eastern time) on the applicable Repurchase Date (or if such Repurchase Date is not a business day, the prior business day). We cannot guarantee that we will have sufficient available funds or that we will otherwise be able to<br>accommodate any or all requests made in any applicable repurchase period. All questions as to the form and validity (including time of receipt) of repurchase requests and notices of withdrawal will be determined by the Company, in its sole<br>discretion, and such determination shall be final and binding.
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Mail to: Blackstone Real Estate Income Trust, Inc. ⬛ SS&C GIDS, Inc. ⬛ PO Box 219349 ⬛ Kansas City, MO 64121-9349

Overnight Delivery: Blackstone Real Estate Income Trust, Inc. ⬛ SS&C GIDS, Inc. ⬛ 801 Pennsylvania Ave. ⬛ Kansas City, MO 64105

Investor Relations: 844-702-1299

EX-10.1

Exhibit 10.1

SIXTH AMENDED AND RESTATED ADVISORY AGREEMENT

AMONG

BLACKSTONE REALESTATE INCOME TRUST, INC.,

BREIT OPERATING PARTNERSHIP L.P.,

AND

BX REIT ADVISORSL.L.C.

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Appointment	6
3.	Duties of the Adviser	6
4.	Authority of Adviser	9
5.	Bank Accounts	10
6.	Records; Access	10
7.	Limitations on Activities	11
8.	Other Activities of the Adviser	11
9.	Relationship with Directors and Officers	13
10.	Management Fee	13
11.	Expenses	14
12.	Other Services	18
13.	Reimbursement to the Adviser	18
14.	No Joint Venture	18
15.	Term of Agreement	19
16.	Termination by the Parties	19
17.	Assignment to an Affiliate	19
18.	Payments to and Duties of Adviser upon Termination	19
19.	Indemnification by the Company and the Operating Partnership	20
20.	Indemnification by Adviser	20
21.	Non-Solicitation	20
22.	Miscellaneous	20
23.	Initial Investment	23

SIXTH AMENDED AND RESTATED ADVISORY AGREEMENT

THIS SIXTH AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of November 3, 2025 (the “Effective Date”), is by and among Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), BREIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), and BX REIT Advisors L.L.C., a Delaware limited liability company (the “Adviser”). This Agreement amends and restates the Fifth Amended and Restated Advisory Agreement dated as of July 18, 2025. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

W I T N E S S E T H

WHEREAS, the Company conducts its operations to qualify as a REIT and invests its funds in investments permitted by the terms of Sections 856 through 860 of the Code;

WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all or substantially all Investments through the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Adviser and to have the Adviser undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board, all as provided herein; and

WHEREAS, the Adviser is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:

1.DEFINITIONS . As used in this Agreement, the following terms have the definitions hereinafter indicated:

“Acquisition Expenses” shall have the meaning set forth in the Charter.

“Adviser” shall mean BX REIT Advisors L.L.C., a Delaware limited liability company.

“Adviser Expenses” shall have the meaning set forth in Section 11(b).

“Adviser Management Fee Securities” shall mean Adviser Management Fee Shares and Adviser Management Fee Units.

“Adviser Management Fee Shares” shall mean Class I Common Shares, Class C Common Shares, Class F Common Shares and/or any other class of common stock of the Company, whether currently designated in the Charter or designated after the Effective Date, that is not registered under the Exchange Act at such time.

“Adviser Management Fee Units” shall mean Class I units of the Operating Partnership, Class B units of the Operating Partnership, Class C units of the Operating Partnership, Class F units of the Operating Partnership and/or any other class of limited partnership interest of the Operating Partnership, whether currently set forth in the Operating Partnership Agreement or set forth after the Effective Date, that is not registered under the Exchange Act at such time or, under the terms of the Operating Partnership Agreement or other contractual right, convertible into or exchangeable for a corresponding class of common stock of the Company that is registered under the Exchange Act at such time.

“Affiliate” shall have the meaning set forth in the Charter.

“Average Invested Assets” shall have the meaning set forth in the Charter.

“Blackstone” means, collectively, Blackstone Inc., a Delaware corporation, and any Affiliate thereof.

“Board” shall mean the board of directors of the Company, as of any particular time.

“Business Day” shall have the meaning set forth in the Charter.

“Bylaws” shall mean the bylaws of the Company, as amended from time to time.

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.

“CEA” shall mean the U.S. Commodities Exchange Act, as amended.

“Change of Control” shall mean any event (including, without limitation, issue, transfer or other disposition of shares of capital stock of the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any “person” (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company or the Operating Partnership representing greater than 50% or more of the combined voting power of Company’s or the Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of Control shall not be deemed to occur as a result of any widely distributed Public Offering.

“Charter” shall mean the Articles of Incorporation of the Company filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended or supplemented from time to time.

“Class C Common Shares” shall have the meaning set forth in the Charter.

“Class D Common Shares” shall have the meaning set forth in the Charter.

“Class D-2 Common Shares” shall have the meaning set forth in the Charter.

“Class F Common Shares” shall have the meaning set forth in the Charter.

“Class I Common Shares” shall have the meaning set forth in the Charter.

“Class L Common Shares” shall have the meaning set forth in the Charter.

“Class L-2 CommonShares” shall have the meaning set forth in the Charter.

“Class S CommonShares” shall have the meaning set forth in the Charter.

“Class S-2 Common Shares” shall have the meaning set forth in the Charter.

“Class T Common Shares” shall have the meaning set forth in the Charter.

“Class T-2 Common Shares” shall have the meaning set forth in the Charter.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commencement Date” shall mean the date on which the Company breaks escrow for its initial Offering.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Company Management Fee” shall have the meaning set forth in Section 10(a).

“Director” shall mean a member of the Board.

“Distributions” shall have the meaning set forth in the Charter.

“DST Organization and Offering Expenses” shall mean any and all cumulative costs and expenses incurred by and to be paid from the assets of the Company or any of its subsidiaries, including amounts reimbursable to the Adviser and its Affiliates pursuant and subject to Section 11(c)(ii) hereof, in connection with the formation and qualification of any Private Placements of any securities undertaken in connection with any DST Properties and conducted by the Company or any of its subsidiaries and the subsequent marketing and distribution of such securities, including, without limitation, the following: total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), any expense allowance granted by the Company or its subsidiaries to the underwriter (which may include a dealer manager) or any reimbursement of expenses of the underwriter by the Company or its subsidiaries, expenses for printing, engraving, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings), charges of transfer agents, custodians, registrars, trustees, escrow holders, depositories, consultants, experts, fees, expenses and taxes related to the qualification of the sale of the securities under federal and state laws, including accountants’ and attorneys’ fees.

“DST Properties” shall mean real properties held directly or indirectly by a Delaware statutory trust (i) managed by the Operating Partnership or by certain affiliates and (ii) that sells a certain class of beneficial interests to third-party investors.

“Effective Date” shall have the meaning set forth in the preamble of this Agreement.

“Excess Amount” shall have the meaning set forth in Section 13.

“Exchange Act” shall have the meaning set forth in the Charter.

“Expense Year” shall have the meaning set forth in Section 13.

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

“Gross Proceeds” shall mean the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Selling Commissions. The purchase price of any Share shall be deemed to be the full, non-discounted offering price at the time of purchase of each such Share.

“Independent Appraiser ” shall have the meaning set forth in the Charter.

“Independent Director” shall have the meaning set forth in the Charter.

“Initial Investment” shall have the meaning set forth in Section 23.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Investment Guidelines” shall mean the investment guidelines adopted by the Board, as amended from time to time, pursuant to which the Adviser has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.

“Investments” shall mean any investments by the Company or the Operating Partnership, directly or indirectly, in Real Property, Real Estate-Related Assets or other assets.

“Joint Ventures” shall have the meaning set forth in the Charter.

“Management Fee” shall have the meaning set forth in Section 10(a).

“Mortgage” shall have the meaning set forth in the Charter.

“NASAA REIT Guidelines” shall have the meaning set forth in the Charter.

“NAV” shall mean the net asset value, calculated pursuant to the Valuation Guidelines.

“Net Income” shall have the meaning set forth in the Charter.

“Offering” shall have the meaning set forth in the Charter.

“OP Management Fee” shall have the meaning set forth in Section 10(a).

“Operating Partnership” shall have the meaning set forth in the preamble of this Agreement.

“Operating Partnership Agreement” shall mean the Limited Partnership Agreement of the Operating Partnership, as amended from time to time.

“Organization and Offering Expenses” shall have the meaning set forth in the Charter.

“Other Blackstone Accounts” shall mean investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised and/or managed by Blackstone, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Blackstone side-by-side or additional general partner investments with respect thereto).

“Person” shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.

“PrivatePlacement” shall mean an unregistered sale of securities pursuant to an applicable exemption from the registration requirements of the Securities Act.

“Prospectus” shall have the meaning set forth in the Charter.

“Public Offering” shall mean any Offering that is registered with the SEC pursuant to the Securities Act.

“Real Estate-Related Securities” shall have the meaning set forth in the Charter.

“Real Estate-Related Assets” shall mean any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.

“Real Property” shall have the meaning set forth in the Charter. DST Property shall also be deemed Real Property for the purposes of this definition.

“Registration Statement” shall mean a registration statement on Form S-11, as may be amended or restated from time to time, of the Company filed with the SEC related to the registration of Shares for a Public Offering.

“REIT” shall have the meaning set forth in the Charter.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall have the meaning set forth in the Charter.

“Select Opportunistic Blackstone Accounts” shall mean Other Blackstone Accounts that invest in “opportunistic” real estate and real estate-related assets globally that receive priority over the Company with respect to investments.

“Selling Commissions” shall have the meaning set forth in the Charter.

“Services” shall have the meaning set forth in Section 8(c).

“Shares” shall have the meaning set forth in the Charter.

“Stockholder Servicing Fee” shall have the meaning set forth in the Charter.

“Stockholders” shall have the meaning set forth in the Charter.

“Termination Date” shall mean the date of termination of this Agreement or expiration of this Agreement in the event this Agreement is not renewed for an additional term.

“Total Operating Expenses” shall have the meaning set forth in the Charter.

“Treasury Regulations” shall mean the Procedures and Administration Regulation promulgated by the U.S. Department of Treasury under the Code, as amended.

“2%/25% Guidelines” shall have the meaning set forth in the Charter.

“Valuation Guidelines” shall mean the valuation guidelines of the Company as have been adopted by the Board, as amended from time to time.

APPOINTMENT . The Company and the Operating Partnership hereby appoint the Adviser to serve as their investment adviser on the terms and conditions set forth in this Agreement, and the Adviser hereby accepts such appointment. By accepting such appointment, the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Adviser hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Adviser for costs and expenses in accordance with Section 11 hereof.
DUTIES OF THE ADVISER **.**Subject to the oversight of the Board and the terms and conditions of this Agreement (including the Investment Guidelines) and consistent with the provisions of the Company’s most recent Prospectus for the Shares, the Charter and Bylaws and the Operating Partnership Agreement, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company and the Operating Partnership. The Adviser will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(a) serving as an advisor to the Company and the Operating Partnership with respect to the establishment and periodic review of the Investment Guidelines for the Company’s and the Operating Partnership’s investments, financing activities and operations;

(b) sourcing, evaluating and monitoring the Company’s and Operating Partnership’s investment opportunities and executing the acquisition, management, financing and disposition of the Company’s and Operating Partnership’s assets, in accordance with the Company’s Investment Guidelines, policies and objectives and limitations, subject to oversight by the Board;

(c) with respect to prospective acquisitions, purchases, sales, exchanges or other dispositions of Investments, conducting negotiations on the Company’s and Operating Partnership’s behalf with sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

(d) providing the Company with portfolio management and other related services;

(e) serving as the Company’s advisor with respect to decisions regarding any of the Company’s financings, hedging activities or borrowings undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, and (2) advising the Company with respect to obtaining appropriate financing for the Investments (which, in accordance with applicable law and the terms and conditions of this Agreement and the Company’s Charter and Bylaws, may include financing by the Adviser or its Affiliates) and (3) negotiating and entering into, on the Company’s and Operating Partnership’s behalf, financing arrangements (including one or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s and Operating Partnership’s activities;

(f) engaging and supervising, on the Company’s and Operating Partnership’s behalf and at the Company’s and Operating Partnership’s expense, independent contractors, advisors, consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents and other service providers (which may include Affiliates of the Adviser) that provide various services with respect to the Company and Operating Partnership, including, without limitation, on-site managers, building and maintenance personnel, investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company’s and Operating Partnership’s activities or investments (or potential Investments);

(g) coordinating and managing operations of any Joint Venture or co-investment interests held by the Company or Operating Partnership and conducting matters with the Joint Venture or co-investment partners;

(h) communicating on the Company’s and Operating Partnership’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

(i) advising the Company in connection with policy decisions to be made by the Board;

(j) managing the program whereby interests in Delaware statutory trusts are sold to third-party investors and the DST Properties held by such Delaware statutory trusts are leased back to the Operating Partnership or its subsidiaries;

(k) engaging one or more subadvisors with respect to the management of the Company and Operating Partnership, including, where appropriate, Affiliates of the Adviser;

(l) evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s and Operating Partnership’s behalf, consistent with the Company’s qualification as a REIT and with the Investment Guidelines;

(m) investing and reinvesting any moneys and securities of the Company and the Operating Partnership (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s Stockholders and partners) and advising the Company as to the Company’s and Operating Partnership’s capital structure and capital raising;

(n) determining valuations for the Company’s Real Property and Real Estate-Related Assets and calculate, as of the last Business Day of each month, the NAV per Share for each class of Shares in accordance with the Valuation Guidelines, and in connection therewith, obtain appraisals performed by an Independent Appraiser and other independent third party appraisal firms concerning the value of the Real Properties and obtain market quotations or conduct fair valuation determinations concerning the value of Real Estate-Related Assets;

(o) providing input in connection with the appraisals performed by the Independent Appraisers;

(p) monitoring the Company’s Real Property and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values;

(q) monitoring each Independent Appraiser’s valuation process to ensure that it complies with the Company’s valuation guidelines;

(r) delivering to, or maintain on behalf of, the Company copies of appraisals obtained in connection with the investments in any Real Property;

(s) in the event that the Company is a commodity pool under the CEA, acting as the Company’s commodity pool operator for the period and on the terms and conditions set forth in this Agreement, including, for the avoidance of doubt, the authority to make any filings, submissions or registrations (including for exemptive or “no action” relief) to the extent required or desirable under the CEA (and the Company hereby appoints the Adviser to act in such capacity and the Adviser accepts such appointment and agrees to be responsible for such services);

(t) placing, or arranging for the placement of, orders of Real Estate-Related Assets pursuant to the Adviser’s investment determinations for the Company and the Operating Partnership either directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);

(u) assisting the Company in registering, and maintaining the registration of, the Shares under federal and state securities laws with respect to any Public Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to any Public Offering and the Company’s business activities (including the Sarbanes-Oxley Act of 2002, as amended), including, with respect to any Public Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the Registration Statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Exchange Act;

(v) assisting the Company in complying with all federal, state and local regulatory requirements applicable to the Company and its subsidiaries with respect of any Private Placements of any securities, including, but not limited to, beneficial interests in a Delaware statutory trust that owns one or more DST Properties, including preparing or causing to be prepared a private placement memorandum and all supplements thereto; and

(w) performing such other services from time to time in connection with the management of the Company’s investment activities as the Board shall reasonably request and/or the Adviser shall deem appropriate under the particular circumstances.

AUTHORITY OF ADVISER.

(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser’s duties described in Section 3, including the making of any Investment that fits within the Company’s investment objectives, strategy and guidelines, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board.

(b) Notwithstanding the foregoing, any Investment that does not fit within the Investment Guidelines will require the prior approval of the Board or any duly authorized committee of the Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company’s or the Operating Partnership’s behalf without the prior approval of the Board or any duly authorized committee of the Board.

(c) The prior approval of a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction will be required for each transaction to which the Adviser or its Affiliates is a party.

(d) The Board will review the Investment Guidelines with sufficient frequency and at least annually and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser and such modification or revocation shall not be applicable to investment transactions to which the Adviser has committed the Company or the Operating Partnership prior to the date of receipt by the Adviser of such notification, or if later, the effective date of such modification or revocation specified by the Board.

(e) The Adviser may retain, for and on behalf, and at the sole cost and expense, of the Company, such services as the Adviser deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Adviser; provided, that any such services may only be provided by Affiliates to the extent such services are approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties. In performing its duties under Section 3, the Adviser shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Adviser at the Company’s sole cost and expense.

BANK ACCOUNTS . The Adviser may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership and any subsidiary thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser’s authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.
RECORDS; ACCESS . The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Adviser shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

LIMITATIONS ON ACTIVITIES . The Adviser shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the Company’s and the Operating Partnership’s status as entities excluded from investment company status under the Investment Company Act, or (iii) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and the Operating Partnership or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Charter, Bylaws or Operating Partnership Agreement. If the Adviser is ordered to take any action by the Board, the Adviser shall seek to notify the Board if it is the Adviser’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the Stockholders for any act or omission by the Adviser or any of its Affiliates, except as provided in Section 20 of this Agreement or for losses resulting from the Adviser’s negligence, misconduct or breach of fiduciary duties to the Company or its Stockholders.
OTHER ACTIVITIES OF THE ADVISER.

(a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any Other Blackstone Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits (whether in cash or in-kind) from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (and/or its Affiliates, officers, directors or employees). While information and recommendations supplied to the Company shall, in the Adviser’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other Blackstone Accounts and their investors, as described more fully in Section 8(b)).

(b) The Adviser and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise and/or manage Other Blackstone Accounts and may in the future sponsor, advise and/or manage additional Other Blackstone Accounts (including Select Opportunistic Blackstone Accounts), (ii) with respect to Other Blackstone Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Adviser and its Affiliates will allocate investment opportunities between the Company and such Other Blackstone Accounts in accordance with Blackstone’s prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other Blackstone

Accounts (in lieu of the Company) in accordance with Blackstone’s prevailing policies and procedures and (iii) Select Opportunistic Blackstone Accounts will receive priority over the Company with respect to investments within such accounts’ investment objectives and guidelines and the Adviser will not allocate investment opportunities to the Company unless the investment advisers of the Select Opportunistic Blackstone Accounts forgo, in their sole discretion, all or a portion of such investments because of such accounts’ investment objectives, guidelines, concentration limitations or otherwise.

(c) In connection with the services of the Adviser hereunder, the Company and the Board acknowledge and/or agree that (i) as part of Blackstone’s regular businesses, personnel of the Adviser and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Blackstone Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Blackstone Accounts and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Blackstone Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Blackstone Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Blackstone will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of the Select Opportunistic Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Blackstone Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Blackstone Accounts, for providing various services described in the Prospectus (collectively, “Services”), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Blackstone Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Blackstone Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Blackstone Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Blackstone Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.

(d) The Adviser is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Blackstone, any Other Blackstone Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited

to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other Blackstone Accounts, or with Blackstone, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner (subject to any priorities of the Select Blackstone Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Blackstone Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).

(e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or its Affiliates, including any person who is also a director or officer employee of the Company.

RELATIONSHIP WITH DIRECTORS AND OFFICERS **.**Subject to Section 7 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, directors, managers, officers and employees of the Adviser or an Affiliate of the Adviser or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, officer or employee of the Adviser or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than (a) reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board or (b) as otherwise approved by the Board, including a majority of the Independent Directors, and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Charter.
MANAGEMENT FEE.

(a) The Company will pay the Adviser a management fee (the “Company Management Fee”) equal to (i) 1.25% of NAV for the Class T-2 Common Shares, Class S-2 Common Shares, Class D-2 Common Shares, Class I Common Shares, Class T Common Shares, Class S Common Shares, Class D Common Shares and Class C Common Shares, (ii) 1.00% of NAV for the Class L Common Shares and (iii) 0.85% of NAV for the Class L-2 Common Shares, in each case, per annum payable monthly, before giving effect to any accruals for the Management Fee, the Stockholder Servicing Fee, the Performance Allocation (as defined in the Operating Partnership Agreement) or any Distributions. The Operating Partnership will pay the Adviser a management fee (the “OP Management Fee” and, together with the Company Management Fee, the “Management Fee”) equal to (x) 1.25% of the NAV of the Operating Partnership attributable to Class T-2, Class S-2, Class D-2, Class T-1, Class S-1, Class D-1, Class I, Class T, Class S, Class D, Class C and Class B Operating Partnership units held by unitholders other than the Company, (y) 1.00% of the NAV of the Operating Partnership

attributable to Class L Operating Partnership units held by unitholders other than the Company and (z) 0.85% of the NAV of the Operating Partnership attributable to Class L-2 Operating Partnership units held by unitholders other than the Company, in each case, per annum payable monthly. For the avoidance of doubt, no Management Fee shall be paid on Class F Common Shares or Class F units of the Operating Partnership. The Adviser shall receive the Management Fees as compensation for services rendered hereunder.

(b) The Company Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Adviser Management Fee Securities or any combination thereof. The OP Management Fee may be paid, at the Adviser’s election, in cash or cash equivalent aggregate NAV amounts of Adviser Management Fee Units or any combination thereof. If the Adviser elects to receive any portion of its Management Fee in Adviser Management Fee Securities (including any Shares or Operating Partnership units received in exchange for any Adviser Management Fee Securities), the Adviser or any subsequent transferee thereof may elect to have the Company or the Operating Partnership repurchase such Adviser Management Fee Securities (including any Shares or Operating Partnership units received in exchange for any Adviser Management Fee Securities) from the Adviser or such transferee at a later date. Such Adviser Management Fee Securities (including any Shares or Operating Partnership units received in exchange for any Adviser Management Fee Securities) obtained by the Adviser or any subsequent transferee will not be subject to the repurchase limits of the Company’s share repurchase plan or any reduction or penalty for an early repurchase. The Operating Partnership will repurchase any such Operating Partnership units for cash unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Charter, in which case such Operating Partnership units will be repurchased for the Company’s equivalent class of common stock with an equivalent aggregate NAV. The Adviser will have the option of exchanging Adviser Management Fee Securities for an equivalent aggregate NAV amount of Adviser Management Fee Securities of another class of shares/Operating Partnership units, other than Class I Common Shares and Class I units of the Operating Partnership, and will have registration rights with respect to Shares (including any Shares received in exchange for any Adviser Management Fee Securities).

(c) In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.

(d) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company and the Operating Partnership will pay the Adviser the Management Fee from the proceeds of the liquidation.

EXPENSES.

(a) As required by the NASAA REIT Guidelines, the cumulative Selling Commissions, Stockholder Servicing Fees and Organization and Offering Expenses paid by the Company in connection with any Public Offering will not exceed 15.0% of Gross Proceeds from the sale of Shares in such Public Offering.

(b) Subject to Sections 4(e) and 11(c), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel (“Adviser Expenses”).

(c) In addition to the compensation paid to the Adviser pursuant to Section 10 hereof, the Company or the Operating Partnership shall pay all of its costs and expenses directly or reimburse the Adviser or its Affiliates for costs and expenses of the Adviser and its Affiliates incurred on behalf of the Company, other than Adviser Expenses. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or the Operating Partnership are not Adviser Expenses and shall be paid by the Company or the Operating Partnership and shall not be paid by the Adviser or Affiliates of the Adviser:

(i) Organization and Offering Expenses; provided that within 60 days after the end of the month in which a Public Offering terminates, the Adviser shall reimburse the Company to the extent the Organization and Offering Expenses, Selling Commissions and Stockholder Servicing Fees borne by the Company in connection with such Public Offering exceed 15.0% of the Gross Proceeds raised in the completed Public Offering;

(ii) DST Organization and Offering Expenses, except to the extent the Adviser or its Affiliates have agreed to receive a fee in lieu of reimbursement of such expenses therewith;

(iii) Acquisition Expenses, subject to limitations set forth in the Charter;

(iv) fees, costs and expenses in connection with the issuance and transaction costs incident to the trading, settling, disposition and financing of the Investments of the Company and its Subsidiaries (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, and other investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential investments;

(v) the actual cost of goods and services used by the Company and obtained from Persons not Affiliated with the Adviser, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the purchase and sale of Investments;

(vi) all fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market, transfer agency, escrow agency, custody, prime brokerage, asset management, property management, data or technology services and other non-investment advisory services rendered to the Company by the Adviser or its Affiliates in compliance with Section 4(e);

(vii) expenses of managing and operating the Company’s and the Operating Partnership’s Real Properties, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(viii) the compensation and expenses of the Directors (excluding those directors who are directors, officers or employees of the Adviser) and the cost of liability insurance to indemnify the Company’s directors and officers;

(ix) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings;

(x) expenses connected with communications to holders of the Company’s securities or securities of the Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing and/or trading of the Company’s securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to the Stockholders and proxy materials with respect to any meeting of the Stockholders and any other reports or related statements;

(xi) the Company’s allocable share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Adviser, technology service providers and related software/hardware utilized in connection with the Company’s investment and operational activities;

(xii) the Company’s allocable share of expenses incurred by managers, officers, personnel and agents of the Adviser for travel on the Company’s behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment;

(xiii) expenses relating to compliance-related matters and regulatory filings relating to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of Form PF, Form ADV, reports to be filed with the U.S. Commodity Futures Trading Commission, reports, disclosures, and/or other regulatory filings of the Adviser and its Affiliates relating to the Company’s activities (including the Company’s pro rata share of the costs of the Adviser and its Affiliates of regulatory expenses that relate to the Company and Other Blackstone Accounts));

(xiv) the costs of any litigation involving the Company or the Operating Partnership or their assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;

(xv) all taxes and license fees;

(xvi) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Adviser elects to carry for itself and its personnel;

(xvii) expenses of managing, improving, developing, operating and selling Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;

(xviii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board to or on account of holders of the Company’s securities, including, without limitation, in connection with any distribution reinvestment plan;

(xix) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or the Operating Partnership, or against any Director or officer of the Company or in his or her capacity as such for which the Company is required to indemnify such Director or officer by any court or governmental agency;

(xx) expenses incurred in connection with the formation, organization and continuation of any corporation, partnership, Joint Venture or other entity through which the Company’s investments are made or in which any such entity invests; and

(xxi) expenses incurred related to industry association memberships or attending industry conferences on behalf of the Company.

(d) The Adviser may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(e) Any reimbursement payments owed by the Company to the Adviser may be offset by the Adviser against amounts due to the Company from the Adviser. Cost and expense reimbursement to the Adviser shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.

(f) Notwithstanding the foregoing, the parties hereto acknowledge that the Adviser paid for all Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred prior to the first anniversary of the Commencement Date. All such Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) paid by the Adviser shall be reimbursed by the Company to the Adviser in 60 equal monthly installments, which the parties hereto acknowledge commenced with the first anniversary of the Commencement Date.

OTHER SERVICES . Should the Board request that the Adviser or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Adviser and the Independent Directors, subject to the limitations contained in the Charter, and shall not be deemed to be services pursuant to the terms of this Agreement.
REIMBURSEMENT TO THEADVISER . Commencing upon the earlier to occur of four fiscal quarters after (i) the Corporation’s acquisition of its first asset or (ii) six months after the Commencement Date, the Company shall not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters unless the Independent Directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Adviser shall reimburse the Company the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Adviser, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the Securities and Exchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.
NO JOINT VENTURE . The Company and the Operating Partnership, on the one hand, and the Adviser on the other, are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

TERM OF AGREEMENT . This Agreement shall continue in force for a period of one year from the Effective Date, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Board to evaluate the performance of the Adviser annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.
TERMINATION BY THEPARTIES . This Agreement may be terminated (i) at the option of the Adviser immediately upon a Change of Control of the Company or Operating Partnership; (ii) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Adviser; or (iii) upon 60 days’ written notice without Cause or penalty by a majority vote of the Independent Directors; or (iv) upon 60 days’ written notice by the Adviser. The provisions of Sections 18 through 22 survive termination of this Agreement.
ASSIGNMENT TO AN AFFILIATE . This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser.
PAYMENTS TO AND DUTIES OFADVISER UPON TERMINATION.

(a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable.

(b) The Adviser shall promptly upon termination:

(i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and

(iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function.

19. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP . The Company and the Operating Partnership shall indemnify and hold harmless the Adviser and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent possible without such indemnification being inconsistent with the laws of the State of Maryland, the Charter or the provisions of Section II.G of the NASAA REIT Guidelines.

INDEMNIFICATION BY ADVISER . The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

NON-SOLICITATION . In the event of a termination without Cause of this Agreement by the Company pursuant to Section 16(iii) hereof, for two (2) years after the Termination Date, the Company shall not, without the consent of the Adviser, employ or otherwise retain any employee of the Adviser or any of its Affiliates or any person who has been employed by the Adviser or any of its Affiliates at any time within the two (2) year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Adviser may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.

22. MISCELLANEOUS.

(a) Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier, by registered or certified mail, by electronic mail or posted on a password protected website maintained by the Adviser and for which the Company has received access instructions by electronic mail, when posted, using the contact information set forth herein:

The Company:	Blackstone Real Estate Income Trust, Inc.<br> <br>345<br>Park Avenue<br> <br>New York, New York 10154<br> <br>Attention: [*]<br><br><br>Email: [*]
with required copies to:	Simpson Thacher & Bartlett LLP<br> <br>425<br>Lexington Avenue<br> <br>New York, New York 10017<br> <br>Attention:<br>[*]<br> <br>Email: [*]
	Blackstone Real Estate Income Trust, Inc.<br> <br>601<br>Lexington Avenue<br> <br>New York, New York 10022<br> <br>Attention:<br>[*]<br> <br>Email: [*]
The Adviser:	BX REIT Advisors L.L.C.<br> <br>c/o Blackstone Inc.<br><br><br>601 Lexington Avenue<br> <br>New York, New York 10022<br><br><br>Attention: [*]<br> <br>Email: [*]
with required copies to:	Simpson Thacher & Bartlett LLP<br> <br>425<br>Lexington Avenue<br> <br>New York, New York 10017<br> <br>Attention:<br>[*]<br> <br>Email: [*]

Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 22(a).

(b) Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

(c) Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(d) Governing Law; Exclusive Jurisdiction; Jury Trial. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in Borough of Manhattan, New York for purposes of any suit, action or other proceeding arising from this

Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each of the parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(e) Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

(f) Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(g) Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(h) Headings. The titles and headings of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

(i) Execution inCounterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. A Person’s execution and delivery of this Agreement by electronic signature and electronic transmission, including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person and shall bind such Person to the terms of this Agreement.

INITIAL INVESTMENT . The Adviser or one of its Affiliates has contributed $200,000 (the “Initial Investment”) in exchange for the initial issuance of Shares of the Company. The Adviser or its Affiliates may not sell any of the Shares purchased with the Initial Investment while the Adviser acts in an advisory capacity to the Company. The restrictions included above shall not apply to any Shares acquired by the Adviser or its Affiliates other than the Shares acquired through the Initial Investment. Neither the Adviser nor its Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of BX REIT Advisors L.L.C. as the Adviser; (ii) the removal of any member of the Board; or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date and year first above written.

Blackstone Real Estate Income Trust, Inc.
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Chief Legal Officer
BREIT Operating Partnership L.P.
By:	Blackstone Real Estate Income Trust, Inc., as general partner
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Chief Legal Officer
BX REIT Advisors L.L.C.
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Authorized Signatory

[Signature Page to Sixth Amended and Restated Advisory Agreement]

EX-10.2

Exhibit 10.2

SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

BREIT OPERATINGPARTNERSHIP L.P.

A DELAWARE LIMITED PARTNERSHIP

November 3, 2025

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS		1
1.1.	Definitions	1
1.2.	Interpretation	14
ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION		15
2.1.	Formation	15
2.2.	Name, Office and Registered Agent	15
2.3.	Partners	15
2.4.	Term and Dissolution	15
2.5.	Filing of Certificate and Perfection of Limited Partnership	16
2.6.	Certificates Representing Partnership Units	16
ARTICLE 3 BUSINESS OF THE PARTNERSHIP		16
ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS		17
4.1.	Capital Contributions	17
4.2.	Classes of Partnership Units	17
4.3.	Additional Capital Contributions and Issuances of Additional Partnership Interests	17
4.4.	Additional Funding	21
4.5.	Capital Accounts	21
4.6.	Percentage Interests	21
4.7.	No Interest on Contributions	22
4.8.	Return of Capital Contributions	22
4.9.	No Third Party Beneficiary	22
4.10.	Class B Capital Commitments and Contributions	22
ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS		24
5.1.	Allocation of Profit and Loss	24
5.2.	Distribution of Cash	27
5.3.	REIT Distribution Requirements	31
5.4.	No Right to Distributions in Kind	31
5.5.	Limitations on Return of Capital Contributions	31
5.6.	Distributions Upon Liquidation	31
5.7.	Substantial Economic Effect	32
5.8.	Reinvestment	32
ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER		33
6.1.	Management of the Partnership	33

6.2.	Delegation of Authority	36
6.3.	Indemnification and Exculpation of Indemnitees	36
6.4.	Liability and Obligations of the General Partner	37
6.5.	Reimbursement of General Partner	39
6.6.	Outside Activities	39
6.7.	Transactions With Affiliates	39
6.8.	Title to Partnership Assets	40
6.9.	Repurchases and Exchanges of REIT Shares	40
6.10.	No Duplication of Fees or Expenses	41
ARTICLE 7 CHANGES IN GENERAL PARTNER		41
7.1.	Transfer of the General Partner’s Partnership Interest	41
7.2.	Admission of a Substitute or Additional General Partner	42
7.3.	Effect of Bankruptcy, Withdrawal, Death or Dissolution of the sole remaining General Partner	43
7.4.	Removal of a General Partner	43
ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS		44
8.1.	Management of the Partnership	44
8.2.	Power of Attorney	45
8.3.	Limitation on Liability of Limited Partners	45
8.4.	Ownership by Limited Partner of Corporate General Partner or Affiliate	45
8.5.	Redemption Right	45
8.6.	Required Redemption of Limited Partners	49
ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS		49
9.1.	Purchase for Investment	49
9.2.	Restrictions on Transfer of Limited Partnership Interests	49
9.3.	Admission of Substitute Limited Partner	51
9.4.	Rights of Assignees of Partnership Interests	52
9.5.	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	52
9.6.	Joint Ownership of Interests	52
ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS		53
10.1.	Books and Records	53
10.2.	Custody of Partnership Funds; Bank Accounts	53
10.3.	Fiscal and Taxable Year	53
10.4.	Annual Tax Information and Report	53
10.5.	Tax Matters Partner; Tax Elections; Special Basis Adjustments	53
10.6.	Reports to Limited Partners	54

ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER		54
ARTICLE 12 GENERAL PROVISIONS		55
12.1.	Notices	55
12.2.	Survival of Rights	55
12.3.	Additional Documents	55
12.4.	Severability	55
12.5.	Entire Agreement	55
12.6.	Pronouns and Plurals	55
12.7.	Headings	55
12.8.	Counterparts	56
12.9.	Governing Law	56

EXHIBITS

EXHIBIT A - Notice of Exercise of Redemption Right

iii

SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

BREIT OPERATINGPARTNERSHIP L.P.

This Sixth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of November 3, 2025, is entered into by and among Blackstone Real Estate Income Trust, Inc., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, BREIT Special Limited Partner L.P. (f/k/a BREIT Special Limited Partner L.L.C.), a Delaware limited partnership (the “Special Limited Partner”), and the Limited Partners party hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement (defined below).

RECITALS:

WHEREAS, BREIT Operating Partnership, L.P. (the “Partnership”) was formed on August 5, 2016, as a limited partnership under the laws of the State of Delaware and a certificate of limited partnership was filed with the Secretary of State of the State of Delaware (the “Certificate”);

WHEREAS, the Partnership was previously governed by that certain Fifth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of July 18, 2025 (the “Prior Agreement”); and

WHEREAS, the parties hereto desire to amend and restate the Prior Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINEDTERMS

1.1. Definitions. The following defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“Additional Funds” has the meaning set forth in Section 4.4.

“Additional Securities” means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.3(a)(iii).

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to assets that are not owned directly or indirectly by the Partnership.

“Adviser” means the Person appointed, employed or contracted with by the General Partner and the Partnership and responsible for directing or performing the day-to-day business affairs of the General Partner and the Partnership, including any Person to whom the Adviser subcontracts all or substantially all of such functions.

“Advisory Agreement” means the agreement between the General Partner, the Partnership and the Adviser pursuant to which the Adviser directs or performs the day-to-day business affairs of the General Partner and the Partnership, as such agreement may be amended or renewed from time to time.

“Advisory Fees” means the fees payable to the Advisor pursuant to the Advisory Agreement.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding with the power to vote 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, including any partnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Aggregate Share Ownership Limit” shall have the meaning set forth in the Charter.

“Agreed Value” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The Agreed Value of any non-cash Capital Contributions by a Partner as of the date of contribution are set forth on the Partnership’s books and records.

“Agreement” means this Sixth Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

“Applicable Percentage” has the meaning provided in Section 8.5(b).

“Board of Directors” has the meaning set forth in the Charter.

“Capital Account” has the meaning provided in Section 4.5.

“Capital Contribution” means the total amount of cash, cash equivalents or the Agreed Value of any Property or other asset (other than cash or cash equivalents) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“Carrying Value” means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.5. In the case of any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definition of Profit and Loss rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“Cash Amount” means an amount of cash per Partnership Unit equal to the applicable Redemption Price determined by the General Partner.

“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by any of the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

“Charter” means the Articles of Amendment and Restatement of the General Partner filed with the Maryland State Department of Assessments and Taxation on August 25, 2016, as further amended or supplemented from time to time.

“Class” means a class of REIT Shares or Partnership Units, as the context may require.

“Class B Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class B Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class B Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class B Unit as provided in this Agreement.

“Class C Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class C Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class C REIT Shares” means the REIT Shares referred to as “Class C” shares in the Charter.

“Class C Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class C Unit as provided in this Agreement.

“Class D Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class D Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class D REIT Shares” means the REIT Shares referred to as “Class D” shares in the Charter.

“Class D Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D Unit as provided in this Agreement.

“Class D-1 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class D-1 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class D-1 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D-1 Unit as provided in this Agreement. As used herein, Class D-1 Units shall be deemed to have the same Class designation as Class D-2 REIT Shares unless stated otherwise.

“Class D-2 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class D-2 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class D-2 REIT Shares” means the REIT Shares referred to as “Class D-2” shares in the Charter.

“Class D-2 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D-2 Unit as provided in this Agreement.

“Class F Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class F Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class F REIT Shares” means the REIT Shares referred to as “Class F” shares in the Charter.

“Class F Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class F Unit as provided in this Agreement.

“Class I REIT Shares” means the REIT Shares referred to as “Class I” shares in the Charter.

“Class I Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I Unit as provided in this Agreement.

“Class L Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class L Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class L REIT Shares” means the REIT Shares referred to as “Class L” shares in the Charter.

“Class L Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class L Unit as provided in this Agreement.

“Class L-2 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class L-2 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class L-2 REIT Shares” means the REIT Shares referred to as “Class L-2” shares in the Charter.

“Class L-2 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class L-2 Unit as provided in this Agreement.

“Class S Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class S Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class S REIT Shares” means the REIT Shares referred to as “Class S” shares in the Charter.

“Class S Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class S Unit as provided in this Agreement.

“Class S-1 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class S-1 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class S-1 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class S-1 Unit as provided in this Agreement. As used herein, Class S-1 Units shall be deemed to have the same Class designation as Class S-2 REIT Shares unless stated otherwise.

“Class S-2 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class S-2 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class S-2 REIT Shares” means the REIT Shares referred to as “Class S-2” shares in the Charter.

“Class S-2 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class S Unit as provided in this Agreement.

“Class T Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class T Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class T REIT Shares” means the REIT Shares referred to as “Class T” shares in the Charter.

“Class T Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement.

“Class T-1 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class T-1 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class T-1 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T-1 Unit as provided in this Agreement. As used herein, Class T-1 Units shall be deemed to have the same Class designation as Class T-2 REIT Shares unless stated otherwise.

“Class T-2 Conversion Rate” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class T-2 Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“Class T-2 REIT Shares” means the REIT Shares referred to as “Class T-2” shares in the Charter.

“Class T-2 Unit” means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T-2 Unit as provided in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“Commission” means the U.S. Securities and Exchange Commission.

“Commitment” shall have the meaning set forth in Section 4.10(a).

“Common Share Ownership Limit” shall have the meaning set forth in the Charter.

“Dealer Manager” means Blackstone Securities Partners L.P. or such other Person or entity selected by the Board of Directors of the General Partner to act as the dealer manager for a Public Offering or a Private Placement.

“Defaulting Limited Partner” shall have the meaning set forth in Section 4.10(e).

“Director” shall have the meaning set forth in the Charter.

“DRIP” shall have the meaning set forth in Section 5.8.

“DRIP Participant” shall have the meaning set forth in Section 5.8.

“DST Interests” means beneficial interests sold to third-party investors by the Delaware statutory trust managed and controlled by the Partnership or by certain Affiliates.

“DST Properties” means real properties held directly or indirectly by a Delaware statutory trust that (i) is managed by the Partnership or by certain Affiliates; and (ii) sells a certain class of beneficial interests to third-party investors.

“Event of Bankruptcy” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“Excepted Holder Limit” shall have the meaning set forth in the Charter.

“FMV Option” means a fair market value purchase option giving the Partnership the right, but not the obligation, to acquire DST Interests from holders thereof at a later time in exchange for Partnership Units as set forth in the applicable Memorandum.

“General Partner” means Blackstone Real Estate Income Trust, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner, in such Person’s capacity as a General Partner of the Partnership.

“General Partnership Interest” means any Partnership Interest held by the General Partner, other than any Partnership Interest it holds as a Limited Partner.

“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the Net Asset Value of the relevant Partnership Units outstanding at the beginning of the then-current calendar year and all relevant Partnership Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Partnership Units and all issuances of such Partnership Units over the period and calculated in accordance with recognized industry practices. The ending Net Asset Value of such Partnership Units used in calculating the internal rate of return will be calculated before giving effect to any allocation or accrual to the Performance Allocation and any applicable Stockholder Servicing Fee or Investor Servicing Fee expense, provided that the calculation of the Hurdle Amount for any period will

exclude any relevant Partnership Units repurchased during such period, which such Partnership Units will be subject to the Performance Allocation upon such repurchase as described in Section 5.2(c). To the extent a Class of Partnership Units has a different Advisory Fee than Class I Units, the corresponding Hurdle Amount will be calculated separately.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Partnership, (ii) the Adviser, (iii) the Special Limited Partner and (iv) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“Investor Servicing Fee” means a fee paid or previously paid to the Dealer Manager by the Partnership or the General Partner with respect to any Partnership Units, or DST Interests which were exchanged for Partnership Units. The Investor Servicing Fee shall equal to (i) 0.85% per annum of the Net Asset Value Per Unit of such outstanding Class T-1 Unit, consisting of a representative stockholder servicing fee of 0.65% per annum and a dealer stockholder servicing fee of 0.20% per annum, (ii) 0.85% per annum of the Net Asset Value Per Unit of such outstanding Class S-1 Unit, and (iii) 0.25% per annum of the Net Asset Value Per Unit of such outstanding Class D-1 Unit (in each case, calculated monthly in accordance with the Valuation Guidelines and in this Agreement, as may be amended from time to time) which will be allocated to the holders of Class T-1 Units, Class D-1 Units, Class S-1 Units, as applicable, through a reduction in their distributions. Any Investor Servicing Fee payable with respect to DST Interests shall be set forth in the applicable Memorandum. With respect to Class T-1 Units sold through certain participating broker-dealers, the representative stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such Class T-1 Units.

“Joint Venture” means any joint venture or partnership arrangement (other than the Partnership) in which the Partnership or any of its Subsidiaries is a co-venturer or partner established to acquire or hold assets of the Partnership.

“Limited Partner” means the General Partner in its capacity as a Limited Partner, and any other Person identified as a Limited Partner on the Partnership’s books and records, upon the execution and delivery by such Person of an additional limited partner signature page, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act. A Limited Partnership Interest may be expressed as a number of Partnership Units.

“Listing” means the listing of any class of the shares of the General Partner’s common stock on a national securities exchange. Upon such Listing, the shares shall be deemed “Listed.”

“Loss” has the meaning provided in Section 5.1(e).

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any relevant Partnership Units repurchased during such year, which such Partnership Units will be subject to the Performance Allocation upon such repurchase as described in Section 5.2(c). To the extent a Class of Partnership Units has a different Advisory Fee than Class I Units, the corresponding Loss Carryforward Amount will be calculated separately.

“Memorandum” means a memorandum utilized for the purpose of offering and selling securities, including DST Interests, in a Private Placement.

“Net Asset Value” means (i) for any Partnership Units, the net asset value of such Partnership Units, determined as of the last business day of each month as described in the Valuation Guidelines and (ii) for any REIT Shares, the net asset value of such REIT Shares, determined as of the last business day of each month as described in the Valuation Guidelines.

“Net Asset Value Per Class B Unit” means the Net Asset Value per Unit of the Class B Units. At any given time, the Net Asset Value Per Unit of Class B Units will equal the Net Asset Value Per Unit of Class I Units.

“Net Asset Value Per REIT Share” means, for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares, determined as of the last business day of each month as described in the Prospectus.

“Net Asset Value Per Unit” means, for each Class of Partnership Unit, the net asset value per unit of such Class of Partnership Unit, determined as of the last business day of each month as described in the Prospectus.

“Nonrecourse Deductions” has the meaning set forth in Section 5.1(c)(v).

“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit A.

“Offer” has the meaning set forth in Section 7.1(b).

“Partner” means any General Partner, Special Limited Partner or Limited Partner.

“Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each Partner’s nonrecourse debt (as defined in U.S. Treasury Regulations Section 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 (as defined in U.S. Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with U.S. Treasury Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning set forth in Section 5.1(c)(vi).

“Partnership” means BREIT Operating Partnership L.P., a Delaware limited partnership.

“Partnership Interest” means an ownership interest in the Partnership held by a Limited Partner, the General Partner or the Special Limited Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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

“Partnership Record Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

“Partnership Representative” has the meaning described in Section 10.5(a).

“Partnership Unit” means a fractional, undivided share of the Partnership Interests (other than the General Partnership Interest and the Special Limited Partnership Interest) of all Partners issued hereunder, including Class T-2 Units, Class S-2 Units, Class D-2 Units, Class T-1 Units, Class S-1 Units, Class D-1 Units, Class C Units, Class I Units, Class T Units, Class S Units, Class D Units, Class B Units, Class F Units, Class L Units and Class L-2 Units. The allocation of Partnership Units of each Class among the Partners shall be as set forth on the Partnership’s books and records.

“Percentage Interest” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner shall be as set forth on the Partnership’s books and records.

“Performance Allocation” has the meaning set forth in Section 5.2(c). To the extent a Class of Partnership Units has a different Advisory Fee or Performance Allocation percentage than Class I Units, the corresponding Performance Allocation will be calculated separately. For the avoidance of doubt, the Special Limited Partner shall not be entitled to any Performance Allocation with respect to Class F Units.

“Person” means an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity.

“Prior Agreement” has the meaning set forth in the recitals hereto.

“Private Placement” means an unregistered sale of DST Interests, REIT Shares, Partnership Units or equity of a subsidiary of the General Partner pursuant to an applicable exemption from the registration requirements of the Securities Act and state securities laws.

“Profit” has the meaning provided in Section 5.1(e) hereof.

“Property” means any Real Property, Real Estate Securities or other investment in which the Partnership holds an ownership interest.

“Prospectus” means the prospectus included in the most recent effective registration statement filed by the General Partner with the Commission with respect to the applicable Public Offering, as such prospectus may be amended or supplemented from time to time.

“Public Offering” means an offer and sale of REIT Shares to the public.

“Quarterly Allocation” has the meaning set forth in Section 5.2(c).

“Quarterly Shortfall” has the meaning set forth in Section 5.2(c).

“Quarterly Shortfall Obligation” has the meaning set forth in Section 5.2(c).

“Real Estate Securities” means equity and debt securities of both publicly traded and private companies, including REITs and pass-through entities, that own Real Property or loans secured by real estate, including investments in commercial mortgage-backed securities and derivative instruments, owned by the General Partner or the Partnership directly or indirectly through one or more of its Affiliates.

“Real Property” means land, rights in land (including leasehold interests) and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land. DST Properties shall also be deemed Real Property for purposes of this definition.

“Received REIT Shares” has the meaning provided in Section 6.9(b).

“Redemption Price” means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date. “Value” means, for any Class of REIT Shares: (i) if such Class of REIT Shares are Listed, the average closing price per share for the previous 30 trading days, or (ii) if such Class of REIT Shares are not Listed, the Net Asset Value Per REIT Share for REIT Shares of that Class.

“Redemption Right” has the meaning provided in Section 8.5(a).

“Regulations” means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“Regulatory Allocations” has the meaning set forth in Section 5.1(g).

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both as defined pursuant to Sections 856 through 860 of the Code and any successor or other provisions

of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this defined term, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner or service providers to the General Partner (including service providers affiliated with the Adviser), (ii) costs and expenses relating to any Private Placement or Public Offering and registration of securities by the General Partner and all filings, statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such Private Placement or Public Offering of securities, any Stockholder Servicing Fees or Investor Servicing Fees, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) the Advisory Fees and other fees and expenses payable to other services providers of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuance or redemption of Partnership Interests and/or REIT Shares, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“REIT Share” means a common share of the General Partner (or successor entity, as the case may be), including Class T-2 REIT Shares, Class S-2 REIT Shares, Class D-2 REIT Shares, Class C REIT Shares, Class I REIT Shares, Class T REIT Shares, Class S REIT Shares, Class D REIT Shares, Class F REIT Shares, Class L REIT Shares and Class L-2 REIT Shares.

“REIT Shares Amount” means a number of REIT Shares having the same Class designation as the Class of Partnership Units offered for exchange by a Tendering Party equal to such number of Partnership Units; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights. Class T-1 Units shall be deemed to have the same Class designation as Class T-2 REIT Shares, Class S-1 Units shall be deemed to have the same Class designation as Class S-2 REIT Shares and Class D-1 Units shall be deemed to have the same Class designation as Class D-2 REIT Shares.

“Related Party” means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Service” means the United States Internal Revenue Service.

“SLP Performance Units” means Class C Units, Class I Units, Class B Units or Class F Units.

“Special Limited Partner” means BREIT Special Limited Partner L.P., a Delaware limited partnership, which shall be a limited partner of the Partnership and recognized as such under applicable Delaware law, but not a “Limited Partner” within the meaning of this Agreement (other than to the extent it owns Partnership Units).

“Special Limited Partnership Interest” means the interest of the Special Limited Partner in the Partnership representing solely its right as the holder of an interest in distributions described in Section 5.2(c) (and any corresponding allocations of income, gain, loss and deduction under this Agreement), and not any interest in Partnership Units it may own from time to time.

“Specified Redemption Date” means upon receipt of timely Notice of Redemption pursuant to Section 8.5(a), the same day of the month the General Partner repurchases REIT Shares from the holders of REIT Shares pursuant to the General Partner’s share repurchase plan.

“Stockholder Servicing Fee” means a per annum shareholder servicing fee paid to the Dealer Manager by the General Partner with respect to any REIT Shares, as set forth in the Prospectus.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substitute Limited Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

“Successor Entity” has the meaning set forth in Section 4.3(a)(ii).

“Survivor” has the meaning set forth in Section 7.1(c).

“Tax Matters Partner” has the meaning described in Section 10.5(a).

“Tax Advances” has the meaning set forth in Section 5.2(d).

“Tendered Units” has the meaning provided in Section 8.5(a).

“Tendering Party” has the meaning provided in Section 8.5(a).

“Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on the relevant Partnership Units outstanding at the end of such period since the beginning of the then-current calendar year plus (ii) the change in aggregate Net Asset Value of such Partnership Units since the beginning of such year, before giving effect to (x) changes resulting solely from the proceeds of issuances of additional Partnership Units, (y) any allocation or accrual to the Performance Allocation and (z) any applicable Stockholder Servicing Fee or Investor Servicing Fee expenses (including any payments made to the General Partner for payment of such expenses) allocable to such Partnership Units. For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the Net Asset Value of any relevant Partnership Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Partnership Units. To the extent a Class of Partnership Units has a different Advisory Fee than Class I Units, the corresponding Total Return will be calculated separately.

“Transaction” has the meaning set forth in Section 7.1(b).

“Transfer” has the meaning set forth in Section 9.2(a).

“Undrawn Commitment” means as of a date the amount of any Class B Limited Partner’s Commitment reduced by the amount of all Capital Contributions made by such Partner (but excluding, for the avoidance of doubt, any deemed contributions made pursuant to Section 5.2(a)).

“Valuation Guidelines” means the valuation guidelines adopted by the Board of Directors of the General Partner, as amended or restated from time to time.

1.2. Interpretation. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Wherever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms. For all purposes of this Agreement, the term “control” and variations thereof shall mean possession of the authority to direct or cause the direction of the management and policies of the specified entity, through the direct or indirect ownership of equity interests therein, by contract or otherwise. As used in this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” As used in this Agreement, the terms “herein,” “hereof” and “hereunder” shall refer to this Agreement in its entirety. Any references in this Agreement to “Sections” or “Articles” shall, unless otherwise specified, refer to Sections or Articles, respectively, in this Agreement. Any references in this Agreement to an “Exhibit” shall, unless otherwise specified, refer to an Exhibit attached to this Agreement, as such Exhibit may be amended from time to time. Each such Exhibit shall be deemed incorporated in this Agreement in full.

ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION

2.1. Formation. The Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.

2.2. Name, Office and Registered Agent. The name of the Partnership is BREIT Operating Partnership L.P. The specified office and principal place of business of the Partnership shall be 345 Park Avenue, New York, New York 10154. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 200, Bellevue Park Corporate Center, Wilmington, Delaware, 19809. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3. Partners.

(a) The General Partner of the Partnership is Blackstone Real Estate Income Trust, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.

(b) The Limited Partners are the General Partner (in its capacity as Limited Partner) and any other Persons identified as Limited Partners on the Partnership’s books and records.

(c) The Special Limited Partner is BREIT Special Limited Partner L.P., a Delaware limited partnership. Its principal place of business is the same as that of the Partnership.

2.4. Term andDissolution.

(a) The Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on August 5, 2016, and shall continue indefinitely, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii) The passage of 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or

(iii) The election by the General Partner that the Partnership should be dissolved.

(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.5. Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6. Certificates Representing Partnership Units. At the request of a Limited Partner, the General Partner, at its option, may issue (but in no way is obligated to issue) a certificate specifying the number and Class of Partnership Units owned by the Limited Partner as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Limited Partnership Agreement of BREIT Operating Partnership L.P., as amended from time to time.

ARTICLE 3

BUSINESSOF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code (to the extent the General Partner determines not being subject to such taxes is desirable),

unless the General Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1. Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on the Partnership’s books and records. The General Partner may keep the Partnership’s books and records current through separate revisions that reflect periodic changes to the capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership, and corresponding changes to the Partnership Interests of the Partners, without preparing an amendment to this Agreement.

4.2. Classes of Partnership Units. The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Class T-2 Units, Class S-2 Units, Class D-2 Units, Class T-1 Units, Class S-1 Units, Class D-1 Units, Class C Units, Class I Units, Class T Units, Class S Units, Class D Units, Class B Units, Class F Units, Class L Units and Class L-2 Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

4.3. Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.3, Section 4.4 or Section 4.10, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.

(a) Issuances of Additional Partnership Interests.

(i) General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners, including but not limited to, Partnership Units issued in connection with the issuance of REIT Shares of or other interests in the General Partner, Partnership Units issued to the Special Limited Partner with respect to payments made pursuant to the Performance Allocation, Partnership Units issued to the Adviser as a management fee pursuant to the

Advisory Agreement, Partnership Units issued in connection with acquisitions of properties and Partnership Units issued in connection with the exercise of any FMV Option and Partnership Units issued to other Persons in circumstances deemed appropriate by the General Partner. Any additional Partnership Interests issued thereby may be issued in one or more classes (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless:

(1) the additional Partnership Interests are issued in connection with an issuance of Additional Securities by the General Partner in accordance with Section 4.3(a)(iii);

(2) the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or

(3) the additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii) Adjustment Events. In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall

become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

(iii) Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

(b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, to the extent that the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, if the proceeds actually received and contributed by the General Partner in respect of the REIT Shares the proceeds of which were so contributed are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the

if any, of the cash price paid in the Private Placement for the DST Interests which were exchanged for such Class D-1 Units as set forth in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold such DST Interests.

4.4. Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans, purchase of additional Partnership Interests or otherwise (which the General Partner or such Affiliates will have the option, but not the obligation, of providing) or (iii) cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.3.

4.5. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv) and a Partner shall have a single Capital Account with respect to all Partnership Interests held by such Partner. If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property or money as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), or (iv) the Partnership grants a Partnership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership, the General Partner may revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.6. Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the

allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.7. No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution.

4.8. Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.9. No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

4.10. Class B Capital Commitments and Contributions.

(a) Any Person shall be admitted as a Class B Limited Partner upon the execution by or on its behalf of a subscription agreement (in form satisfactory to the General Partner) pursuant to which it agrees to be bound by the terms of this Agreement and purchases Class B Units or commits to purchase a certain amount of Class B Units (a “Commitment”) and acceptance of such agreement by the General Partner in its sole discretion, without the need for any approval by any other Limited Partner. Purchases or Commitments may be accepted or rejected in whole or in part at any time by the General Partner in its sole discretion.

(b) Each Class B Limited Partner shall be required to make a Capital Contribution to the Partnership with respect to its Commitment (if any) in an amount specified in a written drawdown notice (a “Payment Notice”) delivered by the General Partner at least two business days prior to the date such Capital Contribution is due (unless modified or waived by the General Partner). Upon making a Capital Contribution to the Partnership (whether or not pursuant to a Commitment), a Class B Limited Partner shall be issued a number of Class B Units equal to the amount of such Capital Contribution divided by the most recent Net Asset Value per

Class B Unit at the time of such Capital Contribution. The amount of each Class B Limited Partner’s Commitment (if any) and the number of Class B Units issued to such Limited Partner shall be set forth in the books and records of the Partnership.

(c) Subject to legal, tax, regulatory and other similar considerations, all calls for capital from Class B Limited Partners shall be made pursuant to a Payment Notice on a pro rata basis based on their Undrawn Commitments. No Class B Limited Partner shall be required to make a Capital Contribution to the Partnership on any date pursuant to this Section 4.10(c) in an amount greater than such Limited Partner’s Undrawn Commitment as of such date.

(d) Notwithstanding the foregoing, (i) the General Partner shall not be required to call capital from any Class B Limited Partner (or group of Limited Partners) if the General Partner determines that doing so may have adverse consequences to the Partnership, the General Partner or any of their subsidiaries, including legal or regulatory consequences, including jeopardizing the qualification as a REIT under the Code of the Partnership, the General Partner or any of their subsidiaries and (ii) the General Partner may accept, on behalf of the Partnership, a Capital Contribution in kind from any Class B Limited Partner at any time without regard to its existing Undrawn Commitment and on terms and conditions that the General Partner deems appropriate in good faith.

(e) If a Class B Limited Partner fails to pay a Capital Contribution when due, and such failure continues for five business days after delivery by the General Partner on behalf of the Partnership to such Limited Partner of a written notice of such failure, then the General Partner, in its sole discretion, may declare such Limited Partner to be in default (a “Defaulting Limited Partner”). A Defaulting Limited Partner shall have no voting rights with respect to its Class B Units, and the General Partner may in its sole discretion cause the forfeiture of up to 75% of such Defaulting Limited Partner’s Class B Units and/or the cancellation of such Defaulting Limited Partner’s Undrawn Commitment. The General Partner, in its sole discretion, may waive any remedy with respect to any Defaulting Limited Partner. No right, power or remedy conferred upon the General Partner in this Section 4.10(e) shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 4.10(e) or now or hereafter available at law or in equity or by statute or otherwise. No course of dealing between the General Partner and any Defaulting Limited Partner and no delay in exercising any right, power or remedy conferred in this Section 4.10(e) or now or hereafter existing at law or in equity or by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. In addition to the foregoing, the General Partner may in its sole discretion institute a lawsuit against any Defaulting Limited Partner for specific performance of its obligations to make Capital Contributions and to collect any overdue amounts hereunder.

(f) If a Class B Limited Partner delivers a written opinion of counsel (which counsel and opinion shall be reasonably satisfactory to the General Partner) to the General Partner to the effect that the payment by such Limited Partner of all or any part of any Capital Contribution would be illegal by reason of any act, order or regulation (other than acts, orders or regulations relating to bankruptcy, reorganization, insolvency or similar proceedings) with respect to its investment in the Partnership, such Limited Partner shall not become a Defaulting Limited Partner for purposes of Section 4.10(e) to the extent and during the time such Limited

(i) 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 U.S. Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to U.S. Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with U.S. Treasury Regulations Section 1.704-2(f). This Section 5.1(c)(i) is intended to comply with the minimum gain chargeback requirements in such U.S. Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in U.S. Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(ii) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulation 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 and manner sufficient to eliminate the deficit Capital Account balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this IV have been tentatively made as if this Section 5.1(c)(ii) were not in this Agreement. This Section 5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(iii) Gross Income Allocation. If one or more Partners has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount each such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount each such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of U.S. Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible (in proportion to the amount of such deficit); provided that an allocation pursuant to this Section 5.1(c)(iii) 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 for in this Article 5 have been tentatively made as if Section 5.1(c)(ii) and this Section 5.1(c)(iii) were not in this Agreement.

(iv) Payee Allocation. If any payment to any person that is treated by the Partnership as the payment of an expense is recharacterized by a taxing authority as a Partnership distribution to the payee as a partner, such payee shall be specially allocated, in the manner determined by the General Partner, an amount of Partnership gross income and gain as quickly as possible equal to the amount of the distribution.

(v) NonrecourseDeductions. Nonrecourse Deductions shall be allocated pro rata based on the number of Partnership Units held by each Partner. “Nonrecourse Deductions” has the meaning specified in U.S. Treasury Regulations Section 1.704-2(b)(1).

(vi) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with U.S. Treasury Regulations Section 1.704-2(j). “Partner Nonrecourse Deductions” has the meaning specified in U.S. Treasury Regulations Section 1.704-2(i)(2).

(vii) Any special allocations of income or gain pursuant to Section 5.1(c)(ii) or Section 5.1(c)(iii) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.1(b) and this Section 5.1(c)(vii), so that the net amount of any items so allocated and all other items 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 allocations pursuant to Section 5.1(c)(ii) or Section 5.1(c)(iii) had not occurred.

(d) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(e) Definition of Profitand Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) all items of income, gain, loss or deduction allocated pursuant to Sections 5.1(c)(i) through (iii) shall not be taken into account in computing such taxable income or loss; (ii) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profit and Loss shall be added to such taxable income or loss; (iii) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization, gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (iv) upon an adjustment to the Carrying Value of any asset pursuant to the definition of Carrying Value (other than an adjustment in respect of depreciation, amortization or cost recovery deductions), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (v) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of Profit and Loss shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the Partners may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profit and Loss); and (vi) except for items in (i) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly

capitalizable and not otherwise taken into account in computing Profit and Loss pursuant to this definition shall be treated as deductible items.

(f) Tax Allocations. All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for federal, state and local income tax purposes consistent with the manner that the corresponding constituent items of Profit and Loss shall be allocated among the Partners pursuant to this Agreement in the manner determined by the General Partner, except as may otherwise be provided herein or by the Code. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

(g) Curative Allocations. The allocations set forth in Section 5.1(c) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a) and (b).

(h) Special Allocation of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner are allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, Stockholder Servicing Fees and Advisory Fees, such items, or an amount equal thereto, shall be specially allocated to the Class or Classes of Partnership Units corresponding to such Class or Classes of REIT Shares. To the extent any items of expense are attributable to any Investor Servicing Fees, Advisory Fees and Performance Allocations such items, or an amount equal thereto, shall be specially allocated to the Class or Classes of Partnership Units to which such items relate.

5.2. Distribution of Cash.

(a) The Partnership shall distribute cash on a monthly (or, at the election of the General Partner, more or less frequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. The Partnership shall be deemed to have distributed cash to any holder of Class B Units in an amount equal to the

amount of any distributions by the Partnership that such holder has elected to be reinvested in Class B Units. The number of Class B Units issued to any such holder in respect of such reinvested distributions shall equal the amount of such reinvested distributions divided by the most recent Net Asset Value per Class B Unit at the time of such distribution.

(b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or for other reasons as determined by the Board of Directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. Distributions per Class B Unit will equal the distributions per Class I Unit.

(c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to a distribution (the “Performance Allocation”), promptly following the end of each quarter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to:

(i) With respect to Class T-2 Units, Class S-2 Units, Class D-2 Units, Class T-1 Units, Class S-1 Units, Class D-1 Units, Class C Units, Class I Units, Class T Units, Class S Units, Class D Units and Class B Units:

(1) First, if the Total Return for the applicable period exceeds the sum, with respect to such Classes of Partnership Units, of (x) the Hurdle Amount for that period and (y) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner with respect to such Classes of Partnership Units equals 12.5% of the sum of (A) the Hurdle Amount with respect to such Classes of Partnership Units for that period and (B) any amount allocated to the Special Limited Partner with respect to such Classes of Partnership Units pursuant to this clause; and

(2) Second, to the extent there are remaining Excess Profits with respect to such Classes of Partnership Units, 12.5% of such remaining Excess Profits.

(ii) With respect to Class L Units and Class L-2 Units:

(1) First, if the Total Return for the applicable period exceeds the sum, with respect to such relevant Class of Partnership Units, of (x) the Hurdle Amount for that period and (y) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner with respect to

such relevant Class of Partnership Units equals 10% of the sum of (A) the Hurdle Amount with respect to such relevant Class of Partnership Units for that period and (B) any amount allocated to the Special Limited Partner with respect to such relevant Class of Partnership Units pursuant to this clause; and

(2) Second, to the extent there are remaining Excess Profits such relevant Class of Partnership Units, 10% of such remaining Excess Profits.

Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods.

Any Performance Allocation shall be specially allocated to, and shall reduce the future distributions otherwise payable with respect to, such relevant Class of Partnership Units. The Special Limited Partner shall not be entitled to any Performance Allocation with respect to Class F Units.

With respect to all relevant Partnership Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan, the Special Limited Partner shall be entitled to such Performance Allocation in an amount calculated as described above calculated in respect of the portion of the year for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit repurchase will be reduced by the amount of any such Performance Allocation.

Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a Performance Allocation as described above calculated in respect of the portion of the year to date, less any Performance Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year.

If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash.

Distributions on the Performance Allocation may be payable in cash, SLP Performance Units or any combination thereof, at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in SLP Performance Units, the Special Limited Partner will receive the number of SLP Performance Units that results from dividing the Performance Allocation by the Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such distribution. If the Special Limited Partner elects to receive such distributions in SLP Performance Units, the Special Limited Partner or any subsequent transferee may request the Partnership to redeem such Partnership Units (including any Partnership Units received in exchange for any SLP Performance Units) from the Special Limited Partner or such transferee at any time thereafter pursuant to Section 8.5. In addition, the Special Limited Partner will have the option of exchanging SLP Performance Units for an equivalent aggregate NAV amount of SLP Performance Units of another class other than Class I Units.

The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets.

Except as noted above with respect to Quarterly Allocations, the Special Limited Partner will not be obligated to return any portion of the Performance Allocation paid due to the subsequent performance of the Partnership.

In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Performance Allocation with respect to all Partnership Units as of the date of such termination.

(d) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to 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, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the General Partner and any member or officer of the General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms

furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein.

(e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

5.3. REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to make stockholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.4. No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.5. Limitations onReturn of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

5.6. Distributions UponLiquidation. Immediately before liquidation of the Partnership, Class T-2 Units will automatically convert to Class I Units at the Class T-2 Conversion Rate, Class S-2 Units will automatically convert to Class I Units at the Class S-2 Conversion Rate, Class D-2 Units will automatically convert to Class I Units at the Class D-2 Conversion Rate, Class T-1 Units will automatically convert to Class I Units at the Class T-1 Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class D-1 Units will automatically convert to Class I Units at the Class D-1 Conversion Rate, Class C Units will automatically convert to Class I Units at the Class C Conversion Rate, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class B Units will automatically convert to Class I Units at the Class B Conversion Rate, Class F Units will automatically convert to Class I Units at the Class F Conversion Rate, Class L Units will automatically convert to Class I Units at the Class L Conversion Rate, and Class L-2 Units will automatically convert to Class I Units at the Class L-2 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of

Class I Units, which will include all converted Class T-2 Units, Class S-2 Units, Class D-2 Units, Class T-1 Units, Class S-1 Units, Class D-1 Units, Class C Units, Class T Units, Class S Units, Class D Units, Class B Units, Class F Units, Class L Units and Class L-2 Units in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding.

Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement.

To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.7. Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

5.8. Reinvestment. Subject to legal, tax, regulatory or other similar considerations, each Limited Partner holding Partnership Units agrees to participate in the reinvestment program of distributions to the holders of Partnership Units (the “DRIP” and any participating Limited Partner, a “DRIP Participant”) unless otherwise agreed with the General Partner in writing. The following provisions shall apply to the DRIP and any Limited Partner’s participation therein:

(a) Subject to Section 5.8(b)(v), the General Partner shall, on behalf of each DRIP Participant, reinvest all distributions to be made to such DRIP Participant with respect to its Partnership Units in exchange for such DRIP Participant being issued additional Partnership Units of the same Class of Partnership Units held by such DRIP Participant. Partnership Units issued pursuant to the DRIP shall be purchased at the applicable Net Asset Value per Unit on the date that the distribution is payable (calculated as of the most recent month end).

(b) In connection with this Section 5.8, each Limited Partner agrees and acknowledges as follows:

(i) The Partnership has designated the General Partner to administer the DRIP and act as agent for the DRIP Participants. The General Partner shall credit distributions to DRIP Participants on the basis of whole or fractional Partnership Units, and shall reinvest such distributions in additional Partnership Units of the same Class of Partnership Units held by such DRIP Participant.

(ii) A DRIP Participant shall remain in the DRIP until such DRIP Participant withdraws from the DRIP in accordance with Section 5.8(b)(v) or the General Partner terminates or suspends the DRIP.

(iii) A DRIP Participant shall be deemed to have made a Capital Contribution, and Partnership Units shall be purchased, on the date that the distribution is payable (at the then-current Net Asset Value Per Unit, calculated as of the most recent month end). No interest shall be paid on cash distributions pending reinvestment under the terms of the DRIP.

(iv) No DRIP Participant shall have any authorization or power to direct the time or price at which Partnership Units shall be purchased. The total amount to be invested shall depend on the amount of any distributions paid on the number of Partnership Units owned by the DRIP Participant, as well as any withholding taxes paid on behalf of such DRIP Participant.

(v) DRIP Participants may elect to withdraw from the DRIP with respect to the Partnership Units held in their account in the DRIP by providing 10 days’ prior written notice of such election to withdraw in a form acceptable to the General Partner and such election to withdraw shall be effective until rescinded by providing written notice of an election to reinstate participation in the DRIP in a form acceptable to the General Partner. Such written notice of such election to withdraw or be reinstated, as the case may be, must be received by the General Partner prior to the last day of the month in order for a Participant’s termination to be effective for such month (i.e., a timely termination notice will be effective as of the last day of a month in which it is timely received and will not affect participation in the DRIP for any prior month). Any transfer of Partnership Units by a DRIP Participant to a non-DRIP Participant will terminate participation in the DRIP with respect to the transferred Partnership Units. If a Participant requests that the Company repurchase all or any portion of the DRIP Participant’s Partnership Units, the DRIP Participant’s participation in the DRIP with respect to the DRIP Participant’s Partnership Units for which repurchase was requested but that were not repurchased will be terminated. If a DRIP Participant terminates DRIP participation, the Partnership may, at its option, ensure that the terminating DRIP Participant’s account will reflect the whole number of Partnership Units in such DRIP Participant’s account and provide a check or other instrument of payment for the cash value of any fractional share in such account. Upon termination of DRIP participation for any reason, future distributions will be distributed to the Investor in cash.

ARTICLE 6

RIGHTS, OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER

6.1. Management of the Partnership.

(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Adviser pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i) to acquire, purchase, own, operate, lease and dispose of any Property;

(ii) to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv) to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(v) to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

(viii) to lease all or any portion of any of the Partnership’s assets, whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

(x) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(xi) to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as the General Partner shall determine from time to time;

(xiii) to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xv) to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii) to maintain accurate accounting records and to file all federal, state and local income tax returns on behalf of the Partnership;

(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

(xxi) to merge, consolidate or combine the Partnership with or into another Person;

(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.2. Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereunder to any Person, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person (which may include the Adviser) may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.3. Indemnification and Exculpation of Indemnitees.

(a) To the fullest extent permitted by law, the Partnership shall indemnify and hereby agrees to indemnify and hold harmless an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, costs and expenses (including reasonable legal fees and expenses), judgments, fines, settlements, penalties and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and constituted willful misconduct or gross negligence; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by settlement, judgment, order or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner that the Indemnitee believed to be in or not opposed to the best interests of the Partnership or that the Indemnitee’s

conduct constituted fraud, willful misconduct, gross negligence, a material breach of this Agreement, a breach of its fiduciary duty or, with respect to any criminal action or proceeding, an Indemnitee had no reasonable cause to believe his conduct was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement and the Charter.

(h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

6.4. Liability and Obligations of the General Partner.

(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission not amounting to willful misconduct or gross negligence. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b) The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and the General Partner’s stockholders collectively, and that neither the General Partner nor its Board of Directors is under any obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of the General Partner’s stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partners shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, or (iii) to ensure that the Partnership will not be classified as a “publicly traded partnership” under section 7704 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e) Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.5. Reimbursement of General Partner.

(a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

6.6. Outside Activities.

(a) Subject to Section 6.8 hereof, the Charter and any agreements entered into by the General Partner or its Affiliates with the Partnership or any of its Subsidiaries, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have, directly or indirectly, business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to communicate or offer any opportunities or interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person, even if it may raise a conflict of interest with the Limited Partners or the Partnership. The General Partner will not be liable for breach of any fiduciary or other duty by reason of the fact that such party pursues or acquires for, or directs such opportunity or interest to another Person or does not communicate or offer such opportunity or interest to the Partnership.

(b) No Limited Partner shall, by reason of being a Limited Partner in the Partnership, have any right to participate in any manner in any profits or income earned or derived by or accruing to the General Partner and its respective Affiliates, or the respective members, partners, officers, directors, employees, stockholders, agents or representatives thereof from the conduct of any business other than the business of the Partnership or from any transaction in instruments effected by the General Partner and its Affiliates or the respective members, partners, stockholders, officers, directors, employees or agents thereof for any account other than that of the Partnership.

6.7. Transactions With Affiliates.

(a) Any Affiliate of the General Partner or the Adviser may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and

may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant, and in which any of its Affiliates may or may not be a participant, upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement, applicable law, the Charter and the REIT status of the General Partner.

(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and reasonable to the Partnership and in compliance with the Charter.

6.8. Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

6.9. Repurchases and Exchanges of REIT Shares.

(a) Repurchases. If the General Partner repurchases any REIT Shares (other than REIT Shares repurchased with proceeds received from the issuance of other REIT Shares), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares for that Class of Partnership Units on the same terms that the General Partner repurchased such REIT Shares (including any applicable discount to Net Asset Value).

(b) Exchanges. If the General Partner exchanges any REIT Shares of any Class (“Exchanged REIT Shares”) for, or converts any REIT Shares of any Class to, REIT Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall

cause the Partnership to, exchange or convert a number of Partnership Units having the same Class designation as the Exchanged REIT Shares, for Partnership Units having the same Class designation as the Received REIT Shares on the same terms that the General Partner exchanged or converted the Exchanged REIT Shares.

6.10. No Duplication of Fees or Expenses. The Partnership may not incur or be responsible for any fee or expense (in connection with any Private Placement, Public Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.

ARTICLE 7

CHANGESIN GENERAL PARTNER

7.1. Transfer of the GeneralPartner ’ s Partnership Interest.

(a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(b), (c) or (d).

(b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless:

(i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained;

(ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of such REIT Share; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (1) exercised its Redemption Right and (2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or

(iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same Class designation as the Partnership Units being exchanged.

(c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount and the REIT Shares Amount after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4.3(a)(ii). The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of the General Partner under applicable law.

(d) Notwithstanding Section 7.1(b), a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner.

7.2. Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 in connection with such admission shall have been performed;

(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

7.3. Effect of Bankruptcy, Withdrawal, Death orDissolution of the sole remaining General Partner.

(a) Upon the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a)) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b). The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b) Following the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership by selecting, subject to Section 7.2 and any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage Interests of all Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4. Removal of a General Partner.

(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such

the monthly repurchase of REIT Shares pursuant to the General Partner’s share repurchase plan. Promptly following the Specified Redemption Date, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be exchanged for REIT Shares and/or redeemed by the Partnership for the Cash Amount or a combination thereof. In the Notice of Redemption, such Limited Partner will have the option of either receiving the remainder of its request that is not redeemed for the Cash Amount in REIT Shares or retaining Partnership Units in lieu of receiving REIT Shares. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date.

Notwithstanding the foregoing, the Special Limited Partner, the Adviser or any subsequent transferee thereof shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner, the Adviser or any subsequent transferee thereof, subject to Section 8.5(g) below with respect to any Partnership Units issued in connection with an Advisory Fee or the Performance Participation Allocation. The Partnership shall redeem any Partnership Units held by the Special Limited Partner, the Adviser or any subsequent transferee for the Cash Amount, unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement or the Special Limited Partner, Adviser or any subsequent transferee elects to exchange its Partnership Units for REIT Shares, in which case such Partnership Units will be exchanged for REIT Shares equal to the Redemption Price (other than Class B Units, which shall be subject to Section 8.5(g) below).

A Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Partnership Units so redeemed or exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

(b) If the General Partner (or, if applicable, the Adviser or Special Limited Partner) elects to exchange Tendered Units for REIT Shares rather than cause the Partnership to redeem the Tendered Units for cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner (or, if applicable, the Adviser or Special Limited Partner) elects to exchange for REIT Shares is referred to as the “Applicable Percentage.” In making such election to exchange Tendered Units, the General Partner and the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the General Partner elects to exchange any number of Tendered Units for REIT Shares, on the Specified Redemption Date, the Tendering Party shall sell such number of the

Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized, validly issued, fully paid and non-assessable REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Charter) and other restrictions provided in the Charter, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Charter.

(c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:

(i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);

(ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date

(iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); and

(iv) Any other documents, representations and certifications as the General Partner may reasonably require.

(d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid within three (3) Business Days of the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Partnership to delay the payment of the Cash Amount for up to an additional 180 days to the extent required for the Partnership to accumulate sufficient liquidity from the operation of its business so as to enable the Partnership to effectuate the payment of such Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.

(e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” under section 7704 of the Code.

(f) A redemption fee may be charged (other than to the Adviser, Special Limited Partner or their Affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

(g) Except as otherwise agreed between a Class B Limited Partner and the General Partner, Class B Limited Partners may request redemption for cash of all or a portion of their Class B Units for any month by sending a Notice of Redemption to the Partnership within the same required period of notice that holders of REIT Shares may request the monthly repurchase of REIT Shares pursuant to the General Partner’s share repurchase plan, as in effect from time to time. Any Class B Units redeemed by the Partnership will be redeemed at the most recent Net Asset Value per Class B Unit (or 98% of the most recent Net Asset Value per Class B Unit for Class B Units redeemed within one year of issuance (other than Class B Units issued pursuant to the DRIP or Class B Units held by the Special Limited Partner or the Adviser)) as of the date of redemption, effective on the same day that REIT Shares are repurchased for that month under the General Partner’s share repurchase plan.

The total amount of redemptions of (i) Class B Units (other than Class B Units issued in connection with the Performance Participation Allocation) and (ii) (x) Partnership Units with corresponding REIT Shares and (y) Partnership Units issued in connection with the Performance Participation Allocation will be subject to the same repurchase percentage limitations set forth in the General Partner’s share repurchase plan; provided that (1) such repurchase percentage limitations will apply separately to the Partnership Units described in (i) and (ii) and (2) any remaining availability under the percentage repurchase limitations after the General Partner has fulfilled all repurchase requests submitted pursuant to its share repurchase plan may be used to fulfill redemption requests of Class B Units above its repurchase limitations. The General Partner will be entitled to redeem up to the full amount of Partnership Units necessary to correspond to repurchases of REIT Shares under the General Partner’s share repurchase plan (subject to the repurchase limits of such share repurchase plan). If the General Partner repurchases less than the full amount of REIT Shares requested to be repurchased under the General Partner’s share repurchase plan in any month, then the percentage of outstanding Class B Units redeemed in such month shall not exceed the percentage of the aggregate NAV per REIT Share repurchased pursuant to the General Partner’s share repurchase plan for such month. In the event some but not all of the Class B Units submitted for redemption during any month are to be redeemed, the redemptions will be effected on a pro rata basis. Notwithstanding the foregoing, the Adviser or any subsequent transferee thereof will have the right to require the Partnership to redeem its Partnership Units (including Class B Units) issued in connection with an Advisory Fee without being subject to the redemption limitations in this Section 8.5.

8.6. Required Redemption of LimitedPartners.

The General Partner, in its sole discretion, may require a Limited Partner to surrender all or any portion of its Partnership Units and withdraw from the Partnership to the extent such redemption is in the best interest of the Partnership, as determined by the General Partner in good faith at any time for any reason or no reason with or without prior notice to such Limited Partner. A notice of mandatory redemption pursuant to this Section 8.6 shall have the same effect as a request for redemption by a Limited Partner given pursuant to Section 8.5; provided that the mandatory redemption of all or any portion of such Limited Partner’s Partnership Units shall be effective on the date determined by the General Partner and indicated in such notice.

ARTICLE 9

TRANSFERSOF LIMITED PARTNERSHIP INTERESTS

9.1. Purchase for Investment.

(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.2. Restrictions on Transfer of Limited Partnership Interests.

(a) Subject to the provisions of Section 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to

Section 8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e) No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in U.S. Treasury Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (v) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(f) No transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.3. Admission of Substitute Limited Partner.

(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii) To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii) The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(b) For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date

specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4. Rights of Assignees of PartnershipInterests.

(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

9.5. Effectof Bankruptcy, Death, Incompetence or Termination of a Limited Partner. The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6. JointOwnership of Interests. A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the

General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

ARTICLE 10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.1. Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.2. Custody of Partnership Funds; Bank Accounts.

(a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested in any manner determined by the General Partner in its sole discretion. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment permitted by this Section 10.2(b).

10.3. Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year.

10.4. Annual Tax Information and Report. Within 90 days after the end of each fiscal year of the Partnership (subject to reasonable delays in the event of the late receipt of any necessary financial statements of the Person in which the Partnership holds a Property), the General Partner shall furnish (electronically or physically) to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as required by law.

10.5. Tax Matters Partner; Tax Elections; Special Basis Adjustments.

(a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or

appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law. As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.

(b) All elections required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion

(c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

10.6. Reports to Limited Partners. As soon as practicable after the close of each fiscal year, but in no event later than the date on which the General Partner mails its annual report to holders of the REIT Shares, the General Partner shall cause to be delivered (electronically or physically) to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

ARTICLE 11

AMENDMENT OF AGREEMENT; MERGER

The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

(a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners;

(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;

(c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or

(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

ARTICLE 12

GENERAL PROVISIONS

12.1. Notices. All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth on the Partnership’s books and records; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.2. Survival of Rights. Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

12.3. Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.4. Severability. If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.5. Entire Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.6. Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

12.7. Headings. The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

12.8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. A Person’s execution and delivery of this Agreement by electronic signature and electronic transmission, including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person and shall bind such Person to the terms of this Agreement.

12.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Agreement, all as of the date first set forth above.

GENERAL PARTNER:
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Chief Legal Officer
SPECIAL LIMITED PARTNER:
BREIT SPECIAL LIMITED PARTNER L.P.
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Authorized Signatory
LIMITED PARTNERS:
By: Blackstone Real Estate Income Trust, Inc., as attorney-in-fact for the Persons whose names are set forth in the books and records of the<br>Partnership as Limited Partners
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Authorized Signatory

[Signature Page toSixth Amended and Restated Operating Partnership Agreement]

EXHIBIT A

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.5 of the Limited Partnership Agreement (the “Agreement”) of BREIT Operating Partnership L.P., the undersigned hereby irrevocably (i) presents for Redemption [all of its][___________ Partnership Units] in BREIT Operating Partnership L.P. in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.5 thereof, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the REIT Shares Cash Amount as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement, not available for Class B Units) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

With respect to any portion of the Partnership Units which the General Partner determines to exchange for REIT Shares (as defined in the Agreement, not available for Class B Units) pursuant to Section 8.5(b) of the Agreement, if any, the undersigned hereby:

☐ Elects to retain such Partnership Units in lieu of receiving REIT Shares (as defined in the Agreement, not available for Class B Units)

☐ Elects to receive such REIT Shares (Note: This may result in ataxable event even though you will not receive cash. Consult your tax advisor.)

If no box above is checked, this Notice of Redemption will not be valid and your redemption request will not be processed.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Dated: ____________, 20__
	(Name of Limited Partner)
[Total Class I Units being redeemed:]
	(Signature of Limited Partner)
[Class I Units remaining after redemption:]
	(Mailing Address)
	(City) (State) (Zip Code)

A-1

If REIT Shares are to be issued (not available for Class B Units), issue to:

Name:

Social Security or Tax I.D. Number:

EX-10.3

Exhibit 10.3

DEALER MANAGER AGREEMENT

November 3, 2025

Blackstone Securities Partners L.P.

345 Park Avenue

New York, NY 10154

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Blackstone Real Estate Exchange, LLC, a Delaware limited liability company (the “Company”), Blackstone Securities Partners L.P., a Delaware limited partnership (the “Dealer Manager”), and, solely with respect to its obligations with respect to the OP Unit Investor Servicing Fee (as defined below) set forth in Section 3(c) hereof, BREIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”).

The Company is offering for sale from time to time, either directly or through wholly-owned subsidiaries, in one or more private placements (each, an “Offering,” and collectively, the “Offerings”) of beneficial interests (each, an “Interest” and, collectively, the “Interests”) in specific Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the confidential program summary, dated as of October 31, 2025 (as may be amended or supplemented from time to time, the “Program Summary”), confidential private placement memorandum relating to a particular Offering (each a “Memorandum”) and one or more pricing supplements relating to a particular Offering (each a “Pricing Supplement” and, together with the Program Summary, the Memoranda and the Pricing Supplements, the “Offering Documents”). An Interest is an interest in a master Trust that will beneficially own either (i) a series of Trusts, each of which will hold one or more commercial property (each, a “Property” and collectively, the “Properties”); or (ii) a Property directly. Information regarding each Property in which Interests will be offered will be included in (i) a Property-specific Memorandum supplementing the information in the Program Summary, and (ii) one or more Pricing Supplements to each Memorandum, which may vary based on the plan of distribution.

The Company is an indirect, wholly-owned subsidiary of Blackstone Real Estate Income Trust, Inc. a Maryland corporation (“BREIT”). The Operating Partnership is the entity through which BREIT, its general partner, conducts substantially all of its business and owns substantially all of its assets. The Company is conducting the Offerings in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

Under the terms of each Offering, and as set forth in the respective Offering Documents, Interests will be issued and sold at the offering prices per Interest set forth in their respective Pricing Supplements. In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Offering Documents (except as otherwise accepted by the Dealer Manager pursuant to its discretion to accept lesser amounts).

The Company is offering four (4) types of Interests: Type T Interests, Type S Interests, Type D Interests, and Type I Interests, which, in the event the Fair Market Value Option (as defined in the Offering Documents) is exercised, will be exchange for Class T-I OP Units, Class S-1 OP Units, Class D-1 OP Units, Class I OP Units, Class L OP Units and Class L-2 OP Units (each as defined in Schedule 1 and collectively, “OP Units”). The differences between the types of Interests, including the purchase price per Interest, are described in detail in the Pricing Supplements and the Interests are to be offered and sold as described in the Offering Documents. Except as otherwise agreed by the Company and the Dealer Manager, Interests are to be sold through the Dealer Manager, as the dealer manager, and the broker-dealers and other financial intermediaries (each a “Dealer” and collectively, the “Dealers”) with whom the Dealer Manager has entered into or will enter into a selected dealer agreement related to the distribution of Interests substantially in the form attached to this Agreement as Exhibit A or such other form as approved by the Company (each a “Selected Dealer Agreement”).

Terms not defined herein shall have the same meaning as in the Offering Documents. Now, therefore, the Company hereby agrees with the Dealer Manager as follows:

Representations and Warranties:

a. The Company represents and warrants to the Dealer Manager and each Dealer participating in each Offering, with respect to such Offering, as applicable, that:

(i) It is not necessary in connection with the offer, sale and delivery of the Interests to investors in the manner contemplated by this Agreement to register the Interests under the Securities Act. The Company is conducting this offering of Interests as a private placement and will not take any action that (i) causes the offering of the Interests to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Interests to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act.

(ii) The Company has been duly and validly organized and formed as a limited liability company under the laws of the state of Delaware, with the power and authority to conduct its business as described in the Offering Documents, and to offer and sell the Interests as contemplated by the Offering Documents and this Agreement. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Company, or the earnings, business affairs or business prospects of the Company.

(iii) The Offering Documents, as of the dates indicated, do not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provision of this Section 1(a)(iii) will not extend to any statements contained in or omitted from the Offering Documents that are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager or any of the Dealers in writing to the Company specifically for inclusion therein.

(iv) The Company intends to use the funds received from the sale of the Interests as set forth in the applicable Offering Documents.

(v) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental authority or agency, national securities exchange or futures association is required in connection with the execution by the Company of this Agreement or the issuance and sale by the Company of the Interests, except such filings as may be required under the Securities Act or Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws, which have been or will be timely filed.

(vi) Unless otherwise described in the Memorandums, there are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the ability of the Company to conduct its business as described in the Memorandums.

(vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not conflict with or constitute a default under (A) the Company’s organizational documents, as amended or supplemented, (B) any indenture, mortgage, deed of trust, lease to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or (C) law, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company, in the case of (B) and (C), that would reasonably be expected to have a material adverse effect on the ability of the Company to conduct its business as described in the Memorandum, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable laws.

(viii) The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable laws.

(ix) At the time of the issuance of the Interests, the Interests will have been duly authorized and, when issued and sold as contemplated by the Offering Documents as may be amended and supplemented, and upon payment therefor as provided by the Offering Documents and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the applicable Pricing Supplement.

(x) The Company has filed all material federal, state and foreign income tax returns that have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Company to the extent that such taxes or assessments have become due, except where the Company is contesting such assessments in good faith and except for such taxes and assessments of immaterial amounts, the failure of which to pay would not have a material adverse effect on the condition, financial or otherwise, of the Company, or the earnings, business affairs or business prospects of the Company.

(xi) The financial statements of the Company included or incorporated by reference in the Offering Documents present fairly in all material respects the financial position of the Company as of the date indicated and the results of its operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as may be expressly stated in the related notes thereto).

(xii) The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become required to register as an “investment company” within the meaning of the 1940 Act or otherwise lose an available exception.

(xiii) Any and all printed sales literature or other materials which have been approved in advance in writing by BX REIT Advisors L.L.C., or an affiliate (the “Advisor”), and the Company for use in the Offering (“Authorized Sales Materials”) (the Offering Documents and the Authorized Sales Materials, as the same may be amended or supplemented, are referred to herein collectively as the “Offering Materials”) prepared by the Company and any of its affiliates (excluding the Dealer Manager) specifically for use with potential investors in connection with each Offering, when used in conjunction with the Offering Documents, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Offering Documents, not misleading. If at any time any event occurs which is known to the Company as a result of which such Authorized Sales Materials when used in conjunction with the Offering Documents would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will notify the Dealer Manager thereof. Notwithstanding anything to the contrary herein: (i) the description in the Offering Materials of the substantive provisions of the Company’s governing document(s) is a summary thereof, does not purport to be complete, and is qualified in its entirety by, and is subject to, the terms and provisions of the Company’s governing document(s); and (ii) any forecasted financial, market or industry information contained in the Offering Materials will be based upon reasonable estimates by the Advisor.

b. The Dealer Manager represents and warrants to the Company that:

(i) The Dealer Manager has been duly and validly organized and formed as a limited partnership under the laws of the state of Delaware, with the power and authority to conduct its business as contemplated in this Agreement. The Dealer Manager is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Dealer Manager, or the earnings, business affairs or business prospects of the Dealer Manager.

(ii) No consent, approval, authorization or order of or any filing or declaration with, any court or governmental authority or agency, national securities exchange or futures association is required in connection with the execution or delivery by the Dealer Manager of this Agreement, except such filings as may be required under the Securities Act and FINRA or applicable state securities laws, which have been or will be timely filed.

(iii) There are no actions, suits or proceedings pending or to the knowledge of the Dealer Manager, threatened against the Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, that will have a material adverse effect on ability of the Dealer Manager to conduct its business as described in this Agreement.

(iv) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (A) the Dealer Manager’s organizational documents, each as amended or supplemented, (B) any indenture, mortgage, deed of trust or lease to which the Dealer Manager or any of its subsidiaries is a party or by which the Dealer Manager or any of its subsidiaries is bound or (C) law, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, in the case of (B) and (C), that would reasonably be expected to have a material adverse effect on the ability of the Dealer Manager to conduct its business as described in this Agreement, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

(v) The Dealer Manager has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

(vi) The Dealer Manager has filed all material federal, state and foreign income tax returns that have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Dealer Manager to the extent that such taxes or assessments have become due, except where the Dealer Manager is contesting such assessments in good faith and except for such taxes and assessments of immaterial amounts, the failure of which to pay would not have a material adverse effect on the condition, financial or otherwise, of the Dealer Manager, or the earnings, business affairs or business prospects of the Dealer Manager.

Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

a. It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Memorandum, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request: (i) this Agreement and (ii) any other Authorized Sales Materials (provided that the use of said Authorized Sales Materials has been first approved for use by all appropriate regulatory agencies, if applicable).

b. It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Interests for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required, it being understood that the Company will not be required to register each Offering under the Securities Act. The Company will furnish to the Dealer Manager upon request a copy of such papers filed by the Company in connection with any such qualification.****

c. If during the Offering any event occurs as a result of which, in the opinion of either the Company or the Dealer Manager, the Offering Documents would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in view of the circumstances under which they were made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Program Summary and/or Memorandum which will correct such statement or omission.

d. The Company agrees to promptly notify the Dealer Manager in the event that any of the representations and warranties set forth herein becomes materially inaccurate, or in the event that any covenant or condition on their part to be performed or satisfied has been breached or not satisfied in any material respect.

e. The Company acknowledges and agrees that the Dealer Manager’s activities are governed by its written supervisory procedures (“WSPs”) and applicable rules of FINRA. The Company will not request the Dealer Manager provide services or perform activities in contradiction to, or outside of, such WSPs and applicable rules of FINRA.

Obligations and Compensation of Dealer Manager.

a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling the Interests as set forth in the Offering Documents through the Dealers, all of whom shall be (i) members of FINRA and shall be duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the laws of each state and/or, to the extent required, the equivalent thereof in any other jurisdiction or (ii) duly registered under the laws and, to the extent required, in any applicable non-U.S. jurisdiction to conduct the activity contemplated hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Interests on said terms and conditions set forth in the Offering Documents with respect to the applicable Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is duly registered as a broker-dealer pursuant to the Exchange Act, and in all applicable U.S. states, and is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. Further, if the foregoing representation ceases to be correct at any time during the Dealer Manager’s engagement hereunder, the Dealer Manager shall notify the Advisor and the Company. With respect to the Dealer Manager’s participation in the distribution of the Interests in the Offerings, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Offering Documents, the Securities Act, the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Interests, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect. For the avoidance of doubt, the Dealer Manager will not take any action that: (i) constitutes a public offering of or for the Interests within the meaning of Section 4(a)(2) of the Securities Act or general solicitation of prospective investors in the Company within the meaning of Regulation D promulgated thereunder; (ii) causes the offering of the Interests to lose any exemption from registration with the Securities and Exchange Commission (the “SEC”) provided by Section 4(a)(2) of the Securities Act; or (iii) causes the Interests to be required to be registered under any non-U.S. laws.

Notwithstanding the foregoing, the Company acknowledges and agrees that none of the Dealer Manager or any of its affiliates are: (i) providing any advice or recommendations to any prospective investors or any persons who purchase and/or hold Interests through the Dealers; (ii) providing any custody services to any person, including any persons who purchase and/or hold Interests through the Dealers or any customers or clients of the Dealer; (iii) acting as agent for any prospective investor or any persons who purchase and/or hold Interests through the Dealers; (iv) executing sales for any persons who purchase and/or hold Interests through the Dealers or any customers or clients of the Dealer; (v) acting as broker of record for any persons who purchase and/or hold Interests through the Dealer; (vi) providing any distribution services or any stockholder and account maintenance services or other non-distribution services to any persons who purchase and/or hold Interests through the Dealers; and (vii) owing any duty to any prospective investor or any persons who purchase and/or hold Interests through the Dealers.

b. Promptly after the launch of each Offering, the Dealer Manager and the Dealers shall commence the offering of the Interests in such Offering in jurisdictions in which the Interests are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will immediately suspend or terminate offering of the Interests upon request of the Company at any time and will resume offering the Interests upon subsequent request of the Company.

c. Except as may be provided in the Offering Documents, which may be amended and restated from time to time, the Company or its affiliates will pay to the Dealer Manager a unitholder servicing fee with respect to sales of Type S and Type D Interests (the “DST Investor Servicing Fee”) and the Dealer Manager may permit any Dealers to charge upfront selling commissions, placement fees, Selling Commissions or similar fees (“Selling Commissions”), all as described in Schedule 1 to this Agreement. The Company or its affiliates will pay the DST Investor Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager will reallow all or a portion of the DST Investor Servicing Fee to any Dealers who sold the Type S or Type D Interests giving rise to a portion of such DST Investor Servicing Fee to the extent the Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Selected Dealer Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Offering Documents, at such time as the Dealer who sold the Type S or Type D Interests giving rise to a portion of the DST Investor Servicing Fee is no longer the broker-dealer of record with respect to such Type S or Type D Interests or the Dealer no longer satisfies any or all of the conditions in its Selected Dealer Agreement for the receipt of the DST Investor Servicing Fee, then Dealer’s entitlement to the DST Investor Servicing Fees related to such Type S and/or Type D Interests, as applicable, shall cease in, and Dealer shall not receive the DST Investor Servicing Fee for, that month or any portion thereof (i.e., DST Investor Servicing Fees are payable with respect to an entire month without any proration). Broker-dealer transfers will settle as of the start of the first business day of a month.

Thereafter, such DST Investor Servicing Fees will be reallowed to the then-current broker-dealer of record of the Type S and/or Type D Interests, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer is not entitled to any DST Investor Servicing Fee with respect to Type T or Type I Interests. The Dealer Manager will also reallow some or all of the DST Investor Servicing Fee to other broker-dealers who provide services with respect to the Interests (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Notwithstanding the foregoing, the DST Investor Servicing Fee with respect any Type S and Type D Interests will cease being paid as of the effective date of any Fair Market Value Option exercised by the Operating Partnership with respect to such Type S and Type D Interests. The Operating Partnership will pay to the Dealer Manager, solely with respect to OP Units issued in connection with the Fair Market Value Option in exchange for Type T, Type S and/or Type D Interests and only until the Fee Limit (if any and as defined below) has been reached, a fee (the “OP Unit Investor Servicing Fee” and, collectively with the DST Investor Servicing Fee, the “Investor Servicing Fee”), all as described on Schedule 1. The OP Unit Investor Servicing Fee will be payable monthly in arrears. The Dealer Manager may reallow all or a portion of the OP Unit Investor Servicing Fee to any Dealers who sold the Type T, Type S and Type D Interests for which the OP Units giving rise to such OP Unit Investor Servicing Fee were exchanged in connection with the Fair Market Value Option, to the extent the Selected Dealer Agreement with such Dealer provides for such a reallowance and such Dealer is in compliance with the terms of such Selected Dealer Agreement related to such reallowance. The Dealer is not entitled to any OP Unit Investor Servicing Fee with respect to Class I OP Units, Class L OP Units and Class L-2 OP Units. If the Fair Market Value Option is exercised, then in no event shall aggregate Selling Commissions and Investor Servicing Fees (including OP Unit Investor Servicing Fees) paid by an investor exceed the percentage limitation, if any, of the aggregate cash price paid by such investor for its Type T, Type S and Type D Interests as set forth in the applicable Selected Dealer Agreement related to such investor (the “Fee Limit”). For the avoidance of doubt, if the applicable Selected Dealer Agreement related to an investor does not contain a specific Fee Limit, then no Fee Limit shall exist for such investor. On the date on which the Fee Limit, if any, has been reached with respect to the OP Units of a particular class held by an investor, all OP Units of such class held by such investor automatically shall convert into Class I OP Units as set forth in the Limited Partnership Agreement of the Operating Partnership, and no further OP Unit Investor Servicing Fee shall be payable with respect to such OP Units.

d. The terms of any reallowance of the Investor Servicing Fee shall be set forth in the Selected Dealer Agreement or Servicing Agreement entered into with the Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Dealer or Servicing Dealer for direct payment of Selling Commissions, or any reallowance of Investor Servicing Fees to such Dealer or Servicing Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the reallowance of Investor Servicing Fees to Dealers and Servicing Dealers. The Company acknowledges that the Dealer Manager will not have custody of such Investor Servicing Fees and its involvement in the reallowance of such Investor Servicing Fees, if any, is ministerial only, based on information from the Dealer, the Company and the Company’s transfer agent. Notwithstanding the foregoing, at the discretion of the Company, the Company or its affiliates may act as agent of the Dealer Manager by making direct payment of Investor Servicing Fees to Dealers on behalf of the Dealer Manager without incurring any liability. Further, the Company and the Dealer Manager are not responsible for any Selling Commission charged by Dealers, the terms of which shall be set forth in the applicable Selected Dealer Agreement.

e. In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or the Advisor, or its affiliates, shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Offering Documents, to the extent the Offering Documents indicate that they will be paid by the Company or the Advisor, as applicable.

f. The Dealer Manager represents and warrants to the Company and its affiliates that the information in the Offering Documents and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Memorandum, or any amendment or supplement thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

g. The Dealer Manager and all Dealers will offer and sell the Interests at the prices per Interest as determined in accordance with the applicable Pricing Supplement.

h. The Dealer Manager agrees to promptly notify the Company and the Advisor in the event that any of the representations and warranties set forth herein becomes materially inaccurate, or in the event that any covenant or condition on their part to be performed or satisfied has been breached or not satisfied in any material respect.

i. The Dealer Manager may delegate the performance of any obligation under this Agreement to an affiliate or an authorized agent of the Dealer Manager; for the avoidance of doubt, delegation of the performance of any obligation hereunder shall not relieve the Dealer Manager of any obligation under this Agreement.

Indemnification.

a. To the extent permitted by the Company’s governing documents, and subject to the limitations below, including Section 4(g), the Company will indemnify and hold harmless the Dealers and the Dealer Manager, their officers and directors and each person, if any, who controls such Dealer or Dealer Manager within the meaning of Section 15 of the Securities Act (the “Indemnified Persons”) from and against any losses, claims, damages or liabilities (“Losses”), joint or several, to which such Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any violation of this Agreement or (ii) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will reimburse the Dealer Manager and each Indemnified Person of the Dealer Manager for any legal or other expenses reasonably incurred by the Dealer Manager or such Indemnified Person in connection with investigating or defending such Loss.

Notwithstanding the foregoing provisions of this Section 4(a), the Company will not be liable to the extent that any such Loss or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with written information furnished (x) to the Company by the Dealer Manager or (y) to the Company or the Dealer Manager by or on behalf of any Dealer specifically for use in the Offering Materials, and, further, the Company will not be liable for the portion of any Loss in any such case if it is determined that such Dealer or the Dealer Manager was at fault in connection with such portion of the Loss, expense or action.

The foregoing indemnity agreement of this Section 4(a) is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Offering Documents (or amendment or supplement thereto) that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an indemnified party from whom the person asserting any Losses purchased the Interests that are the subject thereof, if a copy of the Offering Documents as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company, but only if a copy of the Offering Documents as so amended or supplemented had been supplied to the Dealer Manager or the Dealer prior to such acceptance.

b. The Dealer Manager will indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Persons”), from and against any Losses to which any of the Company Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that clause (i) applies, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Offering Materials; (ii) any use of sales literature not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public by the Dealer Manager in the offer and sale of the Interests or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Interests to members of the public in such jurisdiction; (iii) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Interests; (iv) any material violation of this Agreement; (v) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts,

including applicable rules of the SEC, FINRA and the USA PATRIOT Act of 2001 (the “USA Patriot Act”); or (vi) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the aforesaid parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Loss, expense or action. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.

c. Dealer Manager shall use commercially reasonable efforts to ensure that each Dealer severally will indemnify and hold harmless the Company, the Dealer Manager, each of their officers and directors, and each person, if any, who controls the Company or the Dealer Manager within the meaning of Section 15 of the Securities Act (the “Dealer Indemnified Persons”) from and against any Losses to which a Dealer Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that clause (i) applies, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of the Dealer specifically for use with reference to the Dealer in the preparation of the Offering Materials; (ii) any use of sales literature not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public by the Dealer in the offer and sale of the Interests or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Interests to members of the public in such jurisdiction; (iii) any untrue statement made by the Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Interests; (iv) any material violation of this Agreement or the Selected Dealer Agreement entered into between the Dealer Manager and the Dealer; (v) any failure or alleged failure to comply with all applicable laws, including, without limitation, laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (vi) any other failure or alleged failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Each such Dealer will reimburse each Dealer Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss, expense or action. This indemnity agreement will be in addition to any liability that such Dealer may otherwise have.

d. Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 4 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 4(e)) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party. ****

e. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

f. The indemnity agreements contained in this Section 4 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Dealer, or any person controlling any Dealer, or by or on behalf of the Company, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Dealer Manager, (ii) delivery of any Interests and payment therefor, or (iii) any termination of this Agreement. A successor of any Dealer or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 4.

g. For the avoidance of doubt, at the sole discretion of the Dealer Manager and solely upon written request from a third party intermediary engaged by the Dealer Manager, the Dealer Manager may agree on behalf of itself and the Company, if applicable, to provide the benefits of the indemnity agreements contained in this Section 4 and the representations and warranties set forth in Section 1 herein to certain third party intermediaries, which such agreement shall be evidenced in writing (“Written Confirmation”) and shall be in full force and effect upon such third party intermediary’s receipt of the Written Confirmation.

Survival of Provisions.

a. The respective agreements, representations and warranties of the Company and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or any person controlling the Company, or (ii) the acceptance of any payment for the Interests.

b. The respective agreements of the Company and the Dealer Manager set forth in Sections 3(c) through 3(e) and Sections 4 through 13 of this Agreement shall remain operative and in full force and effect regardless of any termination of this Agreement.

Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of New York; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 6. Venue for any action brought hereunder shall lie exclusively in New York, New York.
Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.
Successors and Amendment.

a. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Dealers to the extent set forth in Sections 1 and 4 hereof.

b. This Agreement may be amended by the written agreement of the Dealer Manager and the Company.

c. Schedule 1 may be amended from time to time with the written consent of the Company and the Dealer Manager.

Term and Termination. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 3 pursuant to the requirements of Section 3 at such times as such amounts become payable pursuant to the terms of Section 3, offset by any losses suffered by the Company or any officer or director of the Company arising from the Dealer Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 4(b) herein, and (b) the Dealer Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager. The Dealer Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.
Confirmation. The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of Dealers who sell the Interests all orders for purchase of Interests accepted by the Company. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager.
Offering Documents and Authorized Sales Materials. The Dealer Manager agrees that it is not authorized or permitted to give and will not give, any information or make any representation concerning the Interests except as set forth in the Offering Materials. The Dealer Manager further agrees (a) not to deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer that has not entered into a Selected Dealer Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer, unless it is accompanied or preceded by the Memorandum as amended and supplemented, (b) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Interests to members of the public and (c) not to show or give to any investor or prospective investor in a particular jurisdiction (and will similarly require Dealers pursuant to the Selected Dealer Agreement) any material or writing that is supplied to it by the Company if such material bears a legend denoting that it is not to be used in connection with the sale of Interests to members of the public in such jurisdiction. The Dealer Manager, in its agreements with Dealers, will include requirements and obligations of the Dealers similar to those imposed upon the Dealer Manager pursuant to this Section 11.
Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the Dealers offer Interests only to persons who meet the financial qualifications set forth in the Offering Documents or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Interests are qualified for sale or that such qualification is not required. In offering Interests, the Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”), Regulation D under the Securities Act. The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Interests only to those persons who are eligible to purchase such Interests as described in the Offering Documents and only through those Dealers who are authorized to sell such Interests. The Dealer Manager, in its agreements with the Dealers, shall require the Dealers to maintain, for at least six (6) years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Interests.
Submission of Orders. The Dealer Manager will require in its agreements with each Dealer that each Dealer comply with the submission of orders procedures set forth in the form of Selected Dealer Agreement attached as Exhibit A to this Agreement. If the Dealer receives a completed and executed subscription agreement (a “Subscription Agreement”) or wire transfer (“Instrument of Payment”) not conforming to the instructions set forth in

the Selected Dealer Agreement, the Dealer Manager shall return such Subscription Agreement and Instrument of Payment directly to such subscriber or to the deemed qualified intermediary no later than the end of the next business day following its receipt. Subscription Agreements and Instruments of Payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in the Selected Dealer Agreement. Transmittal of received investor funds will be made in accordance with the procedures set forth in the Selected Dealer Agreement. For the avoidance of doubt, the Dealer Manager will not accept, hold, transmit, or return Instruments of Payment, securities, or Subscription Agreements. All Subscription Agreements and Instruments of Payment must be sent directly to the Trust or its designated agent. If the Dealer Manager inadvertently receives any such items, it will promptly forward them to the Trust or its designated agent without review.

Notice. Notices and other writings contemplated by this Agreement shall be delivered via (a) hand, (b) first class registered or certified mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier or (d) electronic mail. All such notices shall be addressed, as follows:

If to the Dealer Manager:	Blackstone Securities Partners L.P.
	Attn: [***]
	345 Park Avenue
	New York, New York 10154
	Email: [***]
If to the Company:	Blackstone Real Estate Exchange, LLC
	Attn: [***]
	601 Lexington Avenue
	New York, New York 10022
	Email: [***]
	With a copy to:
	Blackstone Securities Partners L.P.
	Attn: [***]
	345 Park Avenue
	New York, New York 10154
	Email: [***]

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.

Very truly yours,
BLACKSTONE REAL ESTATE EXCHANGE, LLC
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Senior Managing Director
Soley with respect to Section 3(c), BREIT OPERATING PARTNERSHIP<br>L.P.
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By:	Blackstone Real Estate Income Trust, Inc., its general partner
By:	/s/ Leon Volchyok
	Name: Leon Volchyok
	Title: Chief Legal Officer
Accepted and agreed to as of the date first above written:
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BLACKSTONE SECURITIES PARTNERS L.P.
By:	/s/ Evan Clandorf
	Name: Evan Clandorf
	Title: Authorized Signatory

Schedule 1

Compensation

I.	Selling Commissions

The Dealer Manager is authorized to enter into arrangements that allow the Dealer to charge Selling Commissions, on purchases and sales of Interests, up to 3.50% of such subscription amount, to the extent the Pricing Supplement discloses that such fees may be charged for the relevant class of Interests. Any Selling Commission, including upfront placement fees or selling commissions, charged by Dealer in connection with its sale of Interests will be charged in a manner consistent with the Offering Documents and applicable law and FINRA rules. Purchases and sales of such interests may only be executed as purchases or repurchases between the customer and the Company and Dealer shall not execute trades of units between customers. For the avoidance of doubt, subject to the terms and conditions of any Selected Dealer Agreement, subscription funds may be transmitted to the Trust gross of any Selling Commissions; provided, however, that any such direct transmittal of Selling Commissions to their ultimate recipients shall be performed as a matter of administrative convenience for the benefit of the Trust, and accordingly any such Selling Commissions shall be deemed to have been received by the Trust and transmitted by the Trust to their ultimate recipients. No Selling Commissions will paid to or through the Dealer Manager.

II.	Investor Servicing Fees
a.	Prior to the Operating Partnership’s exercise of the Fair Market Value Option (as defined in the Offering<br>Documents), the Company or its affiliates will pay to the Dealer Manager a DST Investor Servicing Fee as of the last day of each month in the amount of up to (a) up to 0.85% per annum of the underlying the Type S Interests and (b) up to<br>0.25% per annum of the Type D Interests, in each case based on the aggregate value of the Property/Properties underlying such Interests, as such values are determined and described in the applicable Pricing Supplements, determined separately with<br>respect to each Trust. There is no DST Investor Servicing Fee for Type T or Type I Interests.
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b.	If the Operating Partnership exercises the Fair Market Value Option, then:
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i.	Type S Interests will be exchanged for Class S-1 OP Units in the<br>Operating Partnership (“Class S-1 OP Units”) (or, after holding such OP Units for at least one year, potentially, shares of<br>Class S-2 Common Stock of BREIT (“Class S-2 Common Stock”)),
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ii.	Type D Interests will be exchanged for Class D-1 OP Units in the<br>Operating Partnership (“Class D-1 OP Units”) (or, after holding such OP Units for at least one year, potentially, shares of<br>Class D-2 Common Stock of BREIT (“Class D-2 Common Stock”)),
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iii.	Type T Interests will be exchanged for Class T-1 OP Units in the<br>Operating Partnership (“Class T-1 OP Units”) (or, after holding such OP Units for at least one year, potentially, shares of<br>Class T-2 Common Stock of BREIT (“Class T-2 Common Stock”)), and
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iv.	Type I Interests will be exchanged for Class I OP Units in the Operating Partnership<br>(“Class I OP Units”), Class L OP Units in the Operating Partnership (“Class L OP Units”), or Class L-2 OP Units in the<br>Operating Partnership (“Class L-2 OP Units”) (or, after holding such OP Units for at least one year, potentially, shares of Class I Common Stock of BREIT<br>(“Class I Common Stock”), shares of Class L-1 Common Stock of BREIT (“Class L-1 Common<br>Stock”), or shares of Class L-2 Common Stock of BREIT (“Class L-2 Common Stock”) pursuant to the redemption<br>provisions of the Operating Partnership).
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Certain OP Units and Common Stock are subject to class specific OP Unit Investor Servicing Fee in an amount equal to a specified percent per annum of the net asset value (“NAV”) of the applicable OP Units and Common Stock, calculated monthly in accordance with BREIT’s valuation policies, as may be amended from time to time. After the exercise of the Fair Market Value Option, the OP Unit Investor Servicing Fees shall be calculated and paid as of the last day of each month, as follows:

i.	The OP Unit Investor Servicing Fee for Class S-1 OP Units shall be<br>up to 0.85% per annum of the NAV of the Class S-1 OP Units, or Class S-2 Common Stock, held by the Investors who hold<br>Class S-1 OP Units or Class S-2 Common Stock, as applicable.
ii.	The OP Unit Investor Servicing Fee for Class D-1 OP Units shall be<br>up to 0.25% per annum of the NAV of the Class D-1 OP Units, or Class D-2 Common Stock, held by the Investors who hold<br>Class D-1 OP Units or Class D-2 Common Stock, as applicable.
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iii.	The OP Unit Investor Servicing Fee for Class T-1 OP Units shall be<br>up to 0.85% per annum of the NAV of the Class T-1 OP Units, or Class T-2 Common Stock, held by the Investors who hold<br>Class T-1 OP Units or Class T-2 Common Stock, as applicable.
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iv.	There is no OP Unit Investor Servicing Fee for Class I OP Units, Class L OP Units, Class L-2 OP Units, Class I Common Stock, Class L-1 Common Stock or Class L-2 Common Stock.
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EXHIBIT A

FORM OF SELECTED DEALER AGREEMENT

EX-10.4

Exhibit 10.4

FORM OF SELECTED DEALER AGREEMENT

Blackstone Securities Partners L.P. (the “Dealer Manager”), as the dealer manager for Blackstone Real Estate Exchange, LLC (the “Company”), a Delaware limited liability company, invites you (the “Dealer”) to participate in the offer and sale of beneficial interests (each, an “Interest” and, collectively, the “Interests”) in one or more ongoing private placements (each an “Offering” and collectively the “Offerings”) in specific Delaware statutory trusts (each, a “Trust” and collectively, the “Trusts”) pursuant to the confidential program summary, dated as of October 31, 2025 (as may be amended or supplemented from time to time, the “Program Summary”), confidential private placement memorandum relating to a particular Offering (each a “Memorandum”) and one or more pricing supplements relating to a particular Offering (each a “Pricing Supplement” and, together with the Program Summary, the Memoranda and the Pricing Supplements, the “Offering Documents”) to certain of the Dealer’s qualified customers (“Customers”) subject to the following terms:

1.	Dealer Manager Agreement ****

The Dealer Manager has entered into a Dealer Manager Agreement with the Company dated November 3, 2025 (the “Dealer Manager Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement.

As described in the Dealer Manager Agreement, the Company is conducting ongoing Offerings of Interests in specific Trusts in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The differences between the types of Interests for each Offering and the eligibility requirements for each type of Interests are described in detail in the Pricing Supplements. Interests will be offered and sold at the offering prices per Interest set forth in the Offering Documents. In connection with each Offering, the minimum initial subscription amount by any one person shall be as set forth in the Offering Documents (except as otherwise accepted by the Dealer Manager pursuant to its discretion to accept lesser amounts).

By your acceptance of this Agreement, you will become one of the Dealers referred to in the Dealer Manager Agreement between the Company and the Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 4 of the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company or the Dealer Manager within the meaning of the Securities Act. The Dealer hereby agrees to use its best efforts to sell the Interests in the Offerings in those Trusts with respect to which the Dealer has delivered an executed Offering Acceptance Letter in the form attached hereto as Exhibit A and in accordance with the procedures set forth below, and the Offering Documents for any such Offering of Interests. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, the Company or any of their respective affiliates, and the Dealer is not authorized to act for the Dealer Manager, the Company or any of their respective affiliates, or to make any representations on their behalf except as set forth in the Offering Documents and in the Authorized Sales Materials (as defined below).

The Dealer Manager agrees to provide each Dealer with Offering Documents prepared for each Trust’s Offering with respect to which Interests may be offered by the Dealer. Following its receipt and review of the Offering Documents with respect to an Offering, the Dealer may elect to participate in such Offering by executing the Offering Acceptance Letter in the form attached hereto as Exhibit A. The rights and obligations of the Dealer and the Dealer Manager set forth in this Agreement shall become effective on the day that the Offering Acceptance Letter with respect to such Offering is executed by the Dealer. In the event that an executed Offering Acceptance Letter with respect to a particular Offering is not received from the Dealer by the Dealer Manager, the Dealer and Dealer Manager shall have no further rights or obligations to one another with respect to such Offering, other than the Dealer’s confidentiality obligations set forth in Section 10 of this Agreement.

The Dealer acknowledges and agrees that none of the Dealer Manager, the Company or any of their respective affiliates are: (a) providing any advice or recommendations to any persons who purchase and/or hold Interests through the Dealer pursuant to this Agreement (“Investor”); (b) providing any custody services to any person, including any Investors or any customers or clients of the Dealer; (c) acting as agent for any prospective Investors or Investors; (d) executing sales for any Investors or any customers or clients of the Dealer; (e) acting as broker of record for any Investors; (f) providing any distribution services or any stockholder and account maintenance services or other non-distribution services to Investors; and (g) and owing duty to any prospective Investor or Investor.

2.	Submission of Orders ****

(a) Each person desiring to purchase Interests in an Offering will be required to complete and execute a subscription agreement for an investment in Interests (“Subscription Agreement”) and to deliver to the Dealer such completed and executed Subscription Agreement together with their wire transfer (“Instruments of Payment”) in accordance with the instructions set forth in the Offering Documents for the applicable Trust’s Offering, in an amount equal to the investor’s subscription amount, which must be at least the minimum purchase amount set forth in the Offering Documents.

(b) Customers who purchase Interests will be instructed by the Dealer to make their Instruments of Payment payable in accordance with the instructions set forth in the Offering Documents for the applicable Offering.

(c) Subscription Agreements received in good order before 4pm EST prior to the scheduled daily closing date (the “Closing Date”) will be transmitted to the applicable Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the Trust. The Dealer or the designated qualified intermediary shall use commercially reasonable efforts to deliver Instruments of Payment with respect to such transmitted Subscription Agreements received in good order no later than one (1) business day prior to the Closing Date, as set forth in the Subscription Agreement or as otherwise directed by the Trust. Subscription Agreements received from subscribers on or after 4pm EST on the Closing Date will be transmitted at least one (1) business day prior to the next scheduled daily closing following the upcoming Closing Date (the “Following Daily Closing”), and Dealer or the designated qualified intermediary shall use commercially reasonable efforts to deliver Instruments of Payment with respect to such transmitted Subscription Agreements no later than 4pm EST prior to the Following Daily Closing. Purchase orders that do not include Instruments of Payment will automatically be pushed to the Following Daily Closing when funds are received. Purchase orders which include (i) Instruments of Payment received by the Trust by 4pm EST on the Closing Date and (ii) a completed and executed Subscription Agreement in good order received by the Trust or its transfer agent by 4pm EST on the Closing Date (unless waived by the Dealer Manager) will be executed as of such Closing Date. For purposes of this Agreement, the Closing Date will occur each business day, unless otherwise determined by the Company.

(d) Customers may be accepted or rejected by the Trust at any time within 30 days of receipt of the Subscription Agreement. Any proposed purchase of Interests not accepted within 30 days of receipt shall be deemed rejected.

(e) If the Dealer receives a Subscription Agreement or Instrument of Payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and Instrument of Payment directly to the subscriber or the designated qualified intermediary no later than the end of the next business day following its receipt. Subscription Agreements and Instruments of Payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 2. Transmittal of received investor funds will be made in accordance with the procedures set forth in Section 2(c). For the avoidance of doubt, the Dealer Manager will not accept, hold, transmit, or return Instruments of Payment, securities, or Subscription Agreements. All Subscription Agreements and Instruments of Payment must be sent directly to the Trust or its designated agent. If the Dealer Manager inadvertently receives any such items, it will promptly forward them to the Trust or its designated agent without review.

(f) Subscription funds may be transmitted to the Trust gross of any upfront selling commissions (“Selling Commissions”) subject to the terms and conditions set forth in Schedule I attached hereto, provided, however, that any such direct transmittal of Selling Commissions to their ultimate recipients shall be performed as a matter of administrative convenience for the benefit of the Trust, and accordingly for purposes of this Agreement and any Subscription Agreement such Selling Commissions shall be deemed to have been received by the Trust and transmitted by the Trust to their ultimate recipients. No Selling Commissions will paid to or through the Dealer Manager.

3.	Pricing ****

Except as otherwise indicated in the applicable Trust’s Offering Documents or in any letter or memorandum sent to the Dealer by the Company, the Trust or the Dealer Manager, a minimum initial subscription amount by each Interest holder in each Trust of $1,000,000 is required unless such minimums are waived by the Dealer Manager. The Interests are nonassessable.

4.	Dealer Compensation ****

Except as may be provided in the Offering Documents, which may be amended or supplemented from time to time, as compensation for completed sales and ongoing Interest holder services rendered by Dealer hereunder, Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

5.	Representations, Warranties and Covenants of the Dealer ****

(a) In addition to the representations and warranties found elsewhere in this Agreement, the Dealer represents, warrants, covenants and agrees that:

(i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Dealer is organized.

(ii) It is empowered under applicable laws and by the Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer contemplated herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Dealer’s ability to perform under this Agreement.

(iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Interests, will not constitute a breach of, or default under, any agreement or instrument by which the Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it.

(iv) All requisite actions have been taken to authorize the Dealer to enter into and perform this Agreement.

(v) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to the Interests offered hereunder against the Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Dealer, within the meaning of Section 15 of the Securities Act.

(vi) It has developed and will continue to maintain policies and procedures reasonably designed to ensure material compliance with all laws applicable to the Dealer’s obligations under this Agreement.

(vii) As of the date hereof and at any time during the term of this Agreement, any written information about the Dealer that is furnished by the Dealer for inclusion in the Offering Materials (as defined below) does not and will not contain any untrue statement of material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

(viii) Subject to the Dealer’s compliance with the terms herein (including, but not limited to, Section 5(a)(xii)(D) and Section 9(e)), the Dealer is hereby authorized to offer and sell Interests in U.S. jurisdictions. The Dealer will not offer, sell or distribute Interests, or otherwise make any such Interests available, in any jurisdiction outside of the United States or U.S. territories unless the Dealer receives prior written consent from the Dealer Manager.

(ix) It acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Dealer.

(x) It is a broker-dealer registered with the Financial Regulatory Authority (“FINRA”) and subject to FINRA Rule 2030 (the “Rule”). The Dealer represents that it has policies and procedures to ensure compliance with the Rule and is currently in compliance with the Rule. The Dealer further represents that neither it nor any of its Covered Associates (as defined below) has made, directly or indirectly, any contributions that prohibit the Dealer from engaging in solicitation activities for compensation under the Rule (a “Triggering Contribution”). The Dealer hereby agrees that neither it nor any of its Covered Associates will make a Triggering Contribution or violate the Rule while the Dealer is engaged hereunder. If the Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of the Rule, it shall promptly provide written notice to the Dealer Manager, which notice shall include a description of the nature of the ban or violation. “Covered Associates” means any (A) general partner, managing member or executive officer of the Dealer, as well as any person with a similar status or function, (B) any associated person of the Dealer who engages in distribution or solicitation activities with a government entity, (C) any associated person of the Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (B) above, and (D) any political action committee controlled by the Dealer or one of its Covered Associates.

(xi) It is duly registered as a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”) and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is duly registered as a broker-dealer under the laws of each state which require such registration in connection with the services to be provided by the Dealer hereunder.

(xii) It will conduct its activities in accordance with all applicable U.S. and non-U.S. securities laws and other applicable legal and regulatory requirements in any jurisdiction where Interests are marketed, and the Dealer will not take any action that: (A) constitutes a public offering of or for the

Interests within the meaning of Section 4(a)(2) of the Securities Act or general solicitation of prospective investors in the Trust’s Offerings within the meaning of Regulation D promulgated thereunder; or (B) causes the Offering of the Interests to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act or (C) cause the Interests to be required to be registered under any non-U.S. laws.

(xiii) Except for Waived Disqualifying Events (as defined herein) disclosed in Schedule IV, no Dealer Covered Person (as defined herein) is subject to an event described in Rule 506(d)(1)(i)-(viii) (“Rule 506(d)(1)”) of Regulation D promulgated under the Securities Act (“Disqualifying Events”) that would result in disqualification under Rule 506(d)(1) of the Securities Act of the Trusts’ use of the Rule 506 exemption under the Securities Act for the sale of interests therein. For purposes of this Section 5(a)(xiii), “Dealer Covered Person” means (A) the Dealer; (B) any person who through Dealer has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; (C) any general partner or managing member of any person described in (A) or (B); (D) any director, executive officer or other officer participating directly or indirectly in the offering of the Interests of any person described in (A), (B) or (C). For purposes of the foregoing, “executive officer” shall have the meaning ascribed to it in Rule 504 of the Securities Act. For so long as the Dealer is participating in the Offering, upon the Dealer Manager’s request pursuant to this Agreement, the Dealer shall provide the Dealer Manager written confirmation that the representations in this Section 5(a)(xiii) are true and correct by delivering a certificate in the form attached hereto as Schedule III. In addition, the Dealer shall promptly inform the Dealer Manager in writing if (x) any of the representations contained in Schedule III shall no longer be entirely true, accurate and complete in any respect or (y) a Dealer Covered Person is subject to a Disqualifying Event or receives any waivers granted by: (1) the SEC under Rule 506(d)(2)(ii); or (2) any court or regulatory authority under Rule 506(d)(2)(iii).

(xiv) For purposes of this Agreement, “Waived Disqualifying Event” means a Disqualifying Event that would have triggered disqualification under Rule 506(d)(1) except that such Disqualifying Event has been waived by a waiver, order, judgment or decree granted under Rule 506(d)(2)(ii) or (iii) (“Rule 506(d)(2)(ii)-(iii)”) of Regulation D and the Dealer and all Dealer Covered Persons (to the extent applicable) have complied with and are complying with the terms and conditions of any applicable waiver, order, judgment or decree and such waiver, order, judgment or decree has not been revoked or further conditioned. The Dealer shall provide the Dealer Manager with a copy of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) with respect to a Waived Disqualifying Event. To the extent that a condition of a waiver, order, judgment or decree applicable to a Waived Disqualifying Event requires disclosure to prospective investors in the Trusts, the Dealer agrees that the description on Schedule IV hereto of the Waived Disqualifying Event complies with the requirements of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) and the Dealer authorizes the disclosure of any descriptions on Schedule IV to current and prospective investors of the Trusts.

(xv) It shall promptly notify the Company and the Advisor if it becomes aware of any future Disqualifying Event with respect to the Dealer or any Dealer Covered Person.

(xvi) It shall promptly notify the Company and the Advisor if it becomes aware of any future event that would give rise to a statutory disqualification, as defined under Section 3(a)(39) of the Exchange Act.

(xvii) Any Selling Commissions charged by Dealer in connection with its sale of Interests will be charged in a manner consistent with the specific Trust’s Offering Documents, applicable law and FINRA rules.

(xviii) Unless prohibited under applicable law, it shall advise the Dealer Manager promptly of (a) the receipt by the Dealer of any communication specifically with respect to the offering of Interests from the SEC, any state securities commissioner or any other regulatory authority in any other jurisdiction and (b) the threat or commencement of any lawsuit, proceeding or investigation to which the Dealer is a party specifically with respect to the offering of Interests.

(xix) Notwithstanding any instruction to the contrary, the Dealer shall comply with all applicable abandoned property, escheat or similar laws, and none of the Dealer Manager, the Company, the Trusts or the Advisor shall be liable to any party or any Interest holder for any funds from the account(s) of any such Interest holder’s Interests pursuant to this Agreement or any applicable abandoned property, escheat or similar law.

(xx) Upon the Dealer Manager’s request, it shall provide the Dealer Manager, (A) a certificate with such customary representations as the Company or its counsel may reasonably request, so as to warrant that Dealer’s activities hereunder were carried out in compliance with applicable laws and the terms of this Agreement and (B) such further information and documents as are reasonably necessary or appropriate for the Company and/or its counsel to determine that the representations and warranties made in this Agreement continue to be true and correct. In addition, Dealer shall promptly inform the Dealer Manager in writing if any of the representations contained in the certificate shall no longer be entirely true, accurate and complete in any respect.

(xxi) Throughout the term of this Agreement, the representations and warranties of the Dealer in this Agreement shall be true and correct in all material respects. For as long as this Agreement is in effect, the Dealer agrees to promptly notify the Dealer Manager and the Advisor (as defined below) in the event that any of the representations and warranties set forth herein becomes materially inaccurate, or in the event that any covenant or condition on the Dealer’s part to be performed or satisfied has been breached or not satisfied in any material respect.

6.	Right to Reject Orders or Cancel Sales ****

(a) All orders are subject to acceptance by and shall only become effective upon confirmation by the applicable Trust, which reserves the right to reject any order for any reason or no reason including, without limitation, orders not accompanied by an executed Subscription Agreement in good order or without the required Instrument of Payment in full payment for the Interests. Issuance and delivery of the Interests will be made only after actual receipt of payment therefor. If any wire is not paid upon presentment, or if the Trust is not in actual receipt of payment for the Interests, the Trust reserves the right to cancel the sale without notice.

(b) If the Dealer has retained Selling Commissions in connection with an order that is subsequently rejected, canceled or rescinded for any reason, the Dealer agrees to return to the subscriber any Selling Commissions theretofore retained by the Dealer with respect to such order within three (3) days following mailing of notice to the Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If the Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to the Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

7.	Offering Documents and Authorized Sales Materials; Compliance with Laws ****

(a) The Dealer, including any of its principals, directors, officers and employees, is not authorized or permitted to give and will not give, any information or make any representation (written or oral) concerning the Interests, the Company, the Trusts, the Dealer Manager, and/or BX REIT Advisors L.L.C. (the “Advisor” and, together with the Dealer Manager, the Company, the Trusts, and their affiliates, collectively, the “BX Parties” and each a “BX Party”), except as set forth in the Offering Documents and any additional sales literature, which has been approved in advance in writing by the Dealer Manager (collectively, “Authorized Sales Materials”). The Dealer Manager will supply the Dealer with reasonable quantities of the Offering Documents, any supplements thereto and any amended Offering Documents, as well as any Authorized Sales Materials (the Offering Documents and the Authorized Sales Materials, as the same may be amended or supplemented, are referred to herein collectively as the “Offering Materials”), for delivery to prospective Investors and Investors.

(b) The Dealer agrees that it shall have delivered to each prospective Investor to whom an offer to purchase specific Interests is made, as of the time of such offer, a copy of the applicable Trust’s Offering Documents that has then been supplied to the Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to such Offering Documents or any Authorized Sales Materials to an Investor unless it has previously sent or given such Offering Documents (for the avoidance of doubt, inclusive of all previous supplements thereto and any amended Offering Documents) to that investor or has simultaneously sent or given such Offering Documents (for the avoidance of doubt, inclusive of all previous supplements thereto and any amended Offering Documents) with such supplement to the Offering Documents or Authorized Sales Materials. The Dealer agrees that it will not show or give to any Investor or prospective Investor, or reproduce, any material or writing which is supplied to it by the Dealer Manager and marked “broker only”, “dealer only”, or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Interests to end investors. The Dealer agrees that it will not show or give to any Investor or prospective Investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Interests to end investors in such jurisdiction. The Dealer agrees that it will not use in connection with the offer or sale of Interests any material or writing which relates to another issuer supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the issuer to which it relates. The Dealer will not use in connection with the offer or sale of Interests any materials or writings which have not been previously approved by the Dealer Manager, the Advisor or the Company in writing.

(c) The Dealer agrees to deliver to each Investor making purchases of Interests, prior to the time of sale, a copy of the then-current Offering Documents and applicable Subscription Agreement, and may deliver Offering Materials subject to the terms herein, all as amended from time to time. The Dealer further agrees, on an ongoing basis, to deliver to each Investor copies of all supplements and amendments to such Offering Documents that are delivered or made available to the Dealer by the Dealer Manager.

(d) With respect to each Investor who purchases Interests, the Dealer confirms it: (i) reasonably believes that the information and representations in the Subscription Agreement made by and concerning the Investor identified in the Subscription Agreement are true, correct and complete in all material respects; (ii) has offered the Investor the opportunity to discuss such Investor’s prospective purchase of Interests; (iii) has delivered or made available current Offering Documents and related supplements, if any, to such Investor; (iv) has reasonable grounds to believe that the Investor is purchasing the Interests for the Investor’s own account; and (v) has a reasonable basis to believe that the purchase of Interests is an appropriate investment for such Investor. The above representations shall be true and correct with respect to each Investor as of each date that such Investor’s Subscription Agreement is provided to the Dealer Manager.

(e) On becoming a Dealer, and in offering and selling Interests, the Dealer agrees to comply with all the applicable requirements imposed upon it under (i) the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated under both such acts, (ii) all applicable state securities laws and regulations as from time to time in effect, (iii) any other state, federal, foreign and other laws and regulations applicable to the Offerings, the sale of Interests or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001, as amended (the “USA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury (“OFAC”), and (iv) this Agreement and the Offering Documents as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

(f) The Dealer (i) will maintain written policies and procedures covering the delivery of electronic Offering Documents and the use of electronic signatures, (ii) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Offering Documents and Authorized Sales Materials and electronic signature of the Subscription Agreement, (iii) acknowledges that it is acting as an agent of the Company and the Trusts only with respect to the delivery of the Offering Documents and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Dealer Manager Agreement and this Agreement and (iv) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law. In consideration of the foregoing, the Dealer Manager hereby agrees that it will not reject a subscription on account of an electronic signature if such signature was obtained in the manner set forth in this Section 7.

8.	License and Association Membership ****

The Dealer’s acceptance of this Agreement constitutes a representation to the Company and the Dealer Manager that the Dealer is a properly registered or licensed broker-dealer, duly authorized to sell Interests under federal and state securities laws and regulations, and foreign laws, if applicable, and in all states or jurisdictions where it offers or sells Interests, and a member in good standing of FINRA and that it has obtained all necessary approvals, licenses and permits required for it to enter into this Agreement and engage in the offer and sale of securities of the type represented by the Interests and shall maintain such approvals, licenses and permits for so long as this Agreement is in effect, and it further represents and warrants that it will notify the Dealer Manager immediately at such time, if any, as it ceases to hold any such necessary approval, license or permit. This Agreement shall automatically terminate if the Dealer ceases to be a member in good standing of FINRA. The Dealer agrees to notify the Dealer Manager immediately if the Dealer ceases to be a member in good standing of FINRA. The Dealer will abide by the Rules of FINRA, including FINRA Rules 2040, 2111 and 2121.

9.	Limitation of Offer; Suitability ****

(a) The Dealer will offer Interests only to persons who meet the financial qualifications and suitability standards set forth in the Offering Documents, this Agreement or in any suitability letter or memorandum sent to it by the Company, the Trusts or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Interests are qualified for sale under the respective securities laws of such jurisdiction or that such qualification is not required and in which the Dealer has all required licenses and registrations to offer Interests in such

jurisdictions. In offering Interests, the Dealer will comply with the provisions of the Rules set forth in the FINRA Manual, Rule 15l-1 under the Exchange Act (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors. Nothing contained in this Section 9 shall be construed to relieve the Dealer of its suitability obligations under Regulation Best Interest or FINRA Rule 2111. The Dealer will sell Interests only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell such Interests pursuant to this Agreement, sell such Interests only to those persons who are eligible to purchase such Interests as described in the Offering Documents. Nothing contained in this Agreement shall be construed to impose upon any BX Party the responsibility of assuring that prospective Investors meet the suitability standards in accordance with the terms and provisions of the Offering Documents. The Dealer shall not purchase any Interests for a discretionary account without obtaining the prior written approval of the Dealer’s Customer and such Customer’s completed and executed Subscription Agreement.

(b) The Dealer further represents, warrants and covenants that neither the Dealer, nor any person associated with the Dealer, shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (i) applicable provisions described in the Offering Documents; (ii) applicable laws of the jurisdiction of which such investor is a resident; (iii) applicable provisions of Regulation Best Interest; and (iv) applicable FINRA rules. The Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Interests to an investor, the Dealer, or a person associated with the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Trusts) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Dealer, or person associated with the Dealer, that the investor (A) can reasonably benefit from an investment in the Interests based on the investor’s overall investment objectives and portfolio structure, (B) is able to bear the economic risk of the investment based on the investor’s overall financial situation and (C) has an apparent understanding of (u) the fundamental risks of the investment, (v) the risk that the investor may lose his or her entire investment in the Interests, (x) the lack of liquidity of the Interests, (y) the background and qualifications of the Advisor or the persons responsible for directing and managing the Company and (z) the tax consequences of an investment in the Interests. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Interests or by the beneficiary of such fiduciary account. The Dealer further represents, warrants and covenants that the Dealer, or a person associated with the Dealer, will make every reasonable effort to determine the appropriateness of an investment in Interests of each proposed investor, in accordance with the foregoing standards, by reviewing documents and records which, in accordance with applicable law, contain the basis upon which the determination as to the appropriateness of such investment was reached as to each purchaser of Interests pursuant to a subscription solicited by the Dealer.

(c) The Dealer will comply with the record-keeping requirements imposed by (i) federal securities laws and the rules and regulations thereunder and (ii) the applicable rules of FINRA, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Interests is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Interests. The Dealer will, upon request from a regulatory authority to the Dealer or as required under applicable law, furnish such regulatory authority with copies of records of the purchase and sales of Interests, including Suitability Records.

(d) The Interests offered by the Dealer shall be offered only to Customers who are “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Neither the Dealer nor any person acting on its behalf, has (i) offered or sold or shall offer or sell the Interests by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D promulgated under the Securities Act, (ii) taken or will take any action, directly or indirectly, so as to cause the transactions contemplated by this Agreement to fail to qualify for the exemption under Section 4(a)(2) of the Securities Act, or (iii) cause the Interests to be required to be registered under any non-U.S. laws. The Dealer shall offer the Interests in accordance with U.S. federal securities laws and the securities laws of any state in which it markets or solicits purchasers for such Interests. The Dealer shall not knowingly take any action that would place any BX Party or any affiliate thereof in violation of any U.S. federal or state law. The Dealer shall not refer to any BX Party or solicit any Customer through the use of any general advertising, publicity, general solicitation, or other similar means.

(e) The Dealer will only make available the Authorized Sales Materials and the Offering Documents to qualified clients: (i) with whom it has a “pre-existing, substantive relationship” (as such term is used in related guidance published by the staff of the SEC); and (ii) who meet the financial qualifications, accreditation and suitability standards set forth in the Offering Documents or as otherwise required for compliance with applicable local law, regulation and/or tolerated market practice (including, for the avoidance of doubt, accreditation standards and/or minimum investment requirements). For the avoidance of doubt, the Dealer will not engage in marketing, solicitation or any other conduct that elicits obligations to limit the number of offerees and/or investors in accordance with applicable local law, regulation and/or tolerated market practice.

10.	Disclosure Review; Confidentiality of Information ****

(a) The Dealer shall have reasonable grounds to believe, based on the information made available to it through the Offering Documents or other materials, that all material facts are adequately and accurately disclosed in the Offering Documents and provide a basis for evaluating the Interests. In making this determination, the Dealer shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the Advisor, conflicts of interest and risk factors, and appraisals and other pertinent reports. If the Dealer relies upon the results of any inquiry conducted by another member or members of FINRA, the Dealer shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager, the Advisor or an affiliate of the Advisor.

(b) It is anticipated that (i) the Dealer and its officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of the Dealer that are conducting a due diligence inquiry on behalf of the Dealer and (ii) persons or committees, as the case may be, responsible for determining whether the Dealer will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (as defined below) pertaining to the BX Parties or their respective affiliates in connection with such Diligence Representatives’ diligence review. Such Diligence Representatives are bound by the terms of this Section 10, and the Dealer will be responsible for any breach by such persons of these confidentiality obligations. For purposes hereof, “Confidential Information” shall mean and include: (A) trade secrets concerning the business and affairs of the BX Parties or their respective affiliates; (B) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the BX Parties or their respective affiliates; (C) information concerning the business and affairs of the BX Parties or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (D) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (E) any notes, analyses, compilations, studies, summaries or other material containing or based, in whole or in part, on any information included in the foregoing. The Dealer shall keep, and

cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and not use, distribute or copy the same except in connection with the Dealer’s due diligence inquiry. The Dealer shall not disclose, and will cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to the Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and will not use the Confidential Information in any manner in the offer and sale of the Interests. The Dealer shall take all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (x) limiting access to such information to persons who have a need to know such information only for the purpose of the Dealer’s due diligence inquiry and (y) informing each recipient of such Confidential Information of the Dealer’s confidentiality obligation. The Dealer acknowledges that it or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company and the Trusts, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Dealer acknowledges that it or its Diligence Representatives may in the future receive Confidential Information, either in individual or collective meetings or telephone calls with the Company and the Trusts, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. The Dealer acknowledges the restrictions and limitations of Regulation F-D promulgated by the SEC and agrees that the foregoing restrictions are necessary and appropriate in order for the Company and the Trusts to comply therewith. Notwithstanding the foregoing, Confidential Information may be disclosed (1) if approved in writing for disclosure by the Company or the Dealer Manager, (2) pursuant to a subpoena or as required by law, or (3) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the SEC or FINRA), provided, that the Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (2) and (3) of this sentence.

(c) Upon the termination of this Agreement, or following the request of the Dealer Manager, Dealer shall promptly destroy or return to the Dealer Manager all Confidential Information and all supporting documentation provided to Dealer or its Representatives; provided, that Dealer may retain a copy of Confidential Information to the extent required by law; provided, further, that any information permitted to be retained by Dealer pursuant to this paragraph shall be retained by Dealer in confidence and shall remain subject to the terms of this Agreement.

11.	Dealer’s Compliance with Anti-Money Laundering Rules and Regulations ** **

(a) The Dealer hereby represents that it has complied and will comply with Section 326 of the USA Patriot Act, and the implementing rules and regulations promulgated thereunder in connection with broker/dealers’ anti-money laundering obligations (the “AML Rules and Regulations”). The Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, applicable rules of FINRA, and the USA Patriot Act and the implementing rules and regulations promulgated thereunder. The Dealer further represents that its AML Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are consistent with Dealer’s obligations under this Agreement, (v) includes a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for compliance with applicable economic sanctions issued by the U.S., including without limitation those administered and enforced by OFAC, the U.K., including without limitation those administered and enforced by Her Majesty’s Treasury, the E.U., E.U. member states and the U.N.

(collectively “Economic Sanctions”), including, without limitation, screening all new and existing Customers and Customers’ beneficial owners, if any, against the list of specially designated nationals and blocked persons, and any other government list that is or becomes required under the Economic Sanctions, and (viii) prescribes that appropriate regulators be permitted to examine the Dealer’s AML books and records and that the Dealer will promptly fulfill appropriate requests by such regulators for information about dealer’s AML Program. Customer identification information will be retained for a period of not less than five (5) years, following the termination of the Customer’s relationship with the Dealer. The Dealer further has policies and procedures reasonably designed to comply with the Financial Crimes Enforcement Network’s Customer Due Diligence Rule, including identifying and verifying the identity of beneficial owners of legal entity customers, and the Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. The Dealer has implemented policies, procedures and internal controls reasonably designed to identify higher risk clients, and to perform enhanced due diligence on such clients, including politically exposed persons. In accordance with such implemented policies, procedures and internal controls, applicable laws and regulations and its AML Program, the Dealer shall monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the USA Patriot Act as potential signals of money laundering or terrorist financing.

(b) Upon request by the Dealer Manager at any time, the Dealer shall promptly furnish (i) a copy of its AML Program to the Dealer Manager for review, (ii) a copy of the findings and any remedial actions taken in connection with the Dealer’s most recent independent testing of its AML Program and (iii) written re-certification that the Dealer has implemented its AML Program and performed all other obligations of the Dealer pursuant to the terms of this Section 11. The Dealer agrees to notify the Dealer Manager immediately if the Dealer is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

(c) The Dealer hereby acknowledges and agrees that it (and not any BX Party or the Trusts’ transfer agent or other service provider) is responsible for reviewing and monitoring Customers and complying with AML Rules and Regulations, including customer identification program requirements, with respect to Customers in connection with this Agreement.

(d) The Dealer does not know or have any reason to suspect that any of the beneficial owners, controllers, authorized persons, or other entities associated with any Customer investing in the Trusts (including any beneficial owner(s) thereof): (i) appears on OFAC’s Specially Designated Nationals and Blocked Persons List; (ii) is named on any list of sanctioned entities or individuals pursuant to E.U. and/or U.K. regulations (as the latter are extended by statutory instrument to the Cayman Islands by Statutory Instrument); (iii) is operationally based or domiciled in a country or territory in relation to which sanctions imposed by the Interested Nations, OFAC, the E.U., the U.S. and/or the U.K. apply; or (iv) is otherwise subject to sanctions imposed by, or is a party with which the Company is prohibited to deal with under the laws of, the United Nations, OFAC, the E.U. or the U.K., which may be amended from time to time (collectively, a “Sanctions Subject”).

(e) The Dealer does not know or have any reason to suspect that the monies used to fund any Customer’s investment in the Trusts are derived, directly or indirectly, from, invested for the benefit of, or related in any way to: (i) any criminal, terrorist or other illegal activities, including but not limited to, money laundering activities, whether under U.S. law or otherwise; and/or (ii) a Sanctions Subject (or are made on behalf of, or are controlled by, such persons).

(f) The Dealer covenants that, should any Customer and/or beneficial owner(s) thereof become at any time during their investment in the Trusts a Sanctions Subject, the Dealer shall immediately notify the Advisor of such, which shall include the identity of such Sanctions Subject. The Dealer agrees to promptly provide the Trust, the Company, the Dealer Manager, the Advisor or their respective delegate(s) with such additional information as may be requested by the Trust, the Company, the Advisor, the Dealer Manager or its delegate to enable the Trust to satisfy its responsibilities under applicable law. The Dealer agrees and acknowledges that, among other remedial measures, (i) the Trust may be obligated to “freeze the account” with respect to the portion of an investment by any Customer, either by restricting participation by the Customer and/or segregating the assets of the Customer in order to comply with governmental regulations and/or if the Dealer Manager determines in its good faith that such action is in the best interests of the Customer; and (ii) the Trust may be required to report such action or confidential information relating to the Customer (including, without limitation, disclosing the Customer’s identity) to regulatory authorities.

(g) The Dealer shall notify the Trust and the Company promptly in writing should the Dealer become aware of any material change in the information set forth in this Section 11.

12.	Privacy ****

(a) The Dealer will abide by and comply in all respects with (i) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (ii) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”) and (iii) its own internal privacy policies and procedures, each as may be amended from time to time.

(b) The parties hereto acknowledge that from time to time, the Dealer may share with the Company and the Company may share with the Dealer nonpublic personal information (as defined under the GLBA) of customers of the Dealer. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. The Dealer shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which Dealer served as the broker-dealer of record for such customer’s account. None of the Dealer or the BX Parties will disclose nonpublic personal information of any customers who have opted out of such disclosures, except (i) to service providers (when necessary and as permitted under the GLBA), (ii) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (iii) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section 12. Except as expressly permitted under the FCRA, the Dealer agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

(c) The Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event the Dealer or any BX Party expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section 12, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section 12, shall be prohibited.

(d) The Dealer shall implement commercially reasonable measures in compliance with industry best practices designed (i) to assure the security and confidentiality of nonpublic personal information of all customers; (ii) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (iii) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (iv) to protect against unauthorized

disclosure of such information to unaffiliated third parties; and (v) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. The Dealer will cause all its agents, representatives, affiliates, subcontractors, or any other party to whom the Dealer provides access or discloses nonpublic personal information of customers, to implement appropriate measures designed to meet the objectives set forth in this Section 12.

13.	Sub-Agents ****

(a) The Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Dealer with the offer, sale, marketing or promotion of Interests without the prior written approval of the Dealer Manager (“Sub-Agents”).

(b) The Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Dealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Dealer to the BX Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Dealer Manager is given. The Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis.

(c) Upon the request of the Dealer Manager, the Dealer shall provide the Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Dealer to the effect that the Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Dealer Manager. The Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Dealer.

(d) The Dealer hereby covenants, represents and warrants to the Dealer Manager that no portion of the fees received by the Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Dealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Dealer Manager, which may be given or withheld in the Dealer Manager’s sole discretion.

14.	Dealer ’ s Undertaking to Not Facilitate a SecondaryMarket in the Interests ****

The Dealer acknowledges that there is no public trading market for the Interests and that there are limits on the ownership, and transferability of the Interests, which significantly limit the liquidity of an investment in the Interests. The Dealer hereby agrees that so long as the Company is offering Interests under Regulation D under the Securities Act, the Dealer will not facilitate any transfers except in compliance with applicable law or engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Interests without the prior written approval of the Dealer Manager.

15.	Arbitration ****

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then current commercial arbitration rules of FINRA in accordance with the terms of this Agreement (including the governing law) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16). The parties will request that the arbitrator

or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the New York City FINRA District Office or at another mutually agreed upon site. The parties may agree on a single Arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected Arbitrators will choose a third Arbitrator. Each Arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

16.	Termination ****

(a) This Agreement will be effective as of its date of acceptance by the Dealer Manager and will remain in full force and effect for so long as this Agreement is not terminated by either party hereto pursuant to the terms hereof.

(b) This Agreement and the parties’ obligations hereunder may be terminated by either the Dealer Manager or the Dealer for any reason or no reason upon giving thirty (30) days’ prior written notice thereof to the other party; provided, however, that in the event either party hereto does not perform any obligation or materially breaches any covenant under this Agreement and does not perform such obligation or cure such breach (only to the extent such breach is curable) within five (5) business days from receipt of notice of such breach from the other party, or any representation and warranty hereunder on the part of a party hereto is incomplete or inaccurate in any respect (such event is referred to herein as a “Breach” and such party is referred to as the “Breaching Party”), this Agreement and the other party’s obligations hereunder may be immediately terminated by such other party by written notice thereof to the Breaching Party.

(c) Upon becoming aware of a Disqualifying Event with respect to a Dealer Covered Person (unless a waiver has been obtained and/or the relevant Dealer Covered Person has been timely terminated or no longer performs a role with respect to Dealer that would cause such person to be a Dealer Covered Person for purposes of Rule 506(d) of the Securities Act), the Dealer Manager may, in its sole discretion, terminate this Agreement (such termination, a “Disqualifying Event Termination”), which Disqualifying Event Termination shall be effective as of the date of the occurrence of the Disqualifying Event. Notwithstanding any termination of this Agreement, the obligations of the parties pursuant to the indemnity, confidentiality and choice of law and jurisdiction provisions of this Agreement shall survive any termination hereof and remain operative and in full force and effect. For the avoidance of doubt, in the event of a Disqualifying Event Termination, the BX Parties shall cease to be obligated to pay the Dealer any fees in connection with any subscriptions made on or after the occurrence of such Disqualifying Event.

(d) This Agreement will terminate automatically if the Dealer Manager or the Dealer ceases to be a member of FINRA in good standing or is subject to a FINRA suspension or if the Dealer Manager’s or the Dealer’s registration or license under the Exchange Act or any state securities laws or regulations is terminated or suspended. Each of the Dealer Manager and the Dealer shall have the right to terminate this Agreement immediately if the other party is subject to an investigation under the Foreign Corrupt Practices Act of 1977, as amended, or any similar law of any relevant jurisdiction, or the rules and regulations thereunder. Each party agrees to notify the other party immediately if any of these events, as applicable, occurs.

(e) The Dealer will immediately suspend or terminate its offer and sale of Interests upon the request of the Company, the applicable Trust or the Dealer Manager at any time and may resume its offer and sale of such Interests hereunder upon subsequent request of the Company, the Trust or the Dealer Manager.

(f) The respective agreements and obligations of the Dealer Manager and the Dealer set forth in Sections 4, 6, 7, and 14 through 22 of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement, and those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

17.	Use of Company and Blackstone Names ****

The Dealer will not, without the written consent of the Dealer Manager in each instance: (a) use in advertising, publicity or otherwise the name of any BX Party, “Blackstone”, any affiliate of any BX Party, or any director, officer or employee of any BX Party, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by any BX Party or affiliates thereof; or (b) represent, directly or indirectly, that any product or any service provided by the Dealer has been approved or endorsed by any BX Party or affiliates thereof. Further, the Dealer Manager reserves the right to withdraw its consent to the use of any BX Party’s or any affiliate of any BX Party’s name at any time and to request to review any materials generated by the Dealer that use any BX Party’s or any affiliate of any BX Party’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

18.	Notice ****

Notices and other writings contemplated by this Agreement shall be delivered via (a) hand, (b) first class registered or certified mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier, or (d) electronic mail. All such notices shall be addressed, as follows:

If to the Dealer Manager:	Blackstone Securities Partners L.P.
	Attn: [***]
	601 Lexington Avenue
	New York, New York 10022
	E-mail: [***]
If to the Advisor:	BX REIT Advisors L.L.C.
	c/o Blackstone Inc.
	Attn: General Counsel
	601 Lexington Avenue
	New York, New York 10022
	E-mail: [***]
If to the Company:	Blackstone Real Estate Exchange, LLC
	Attn: [***]
	601 Lexington Avenue
	New York, New York 10022
	E-mail: [***]
If to Dealer:	To the address specified by the Dealer herein.

19.	Attorney’s Fees and Applicable Law ****

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement shall be construed under the laws of the State of New York and shall take effect when signed by the Dealer and countersigned by the Dealer Manager. Venue for any action (including arbitration) shall lie exclusively in New York, New York.

20.	No Partnership ****

Nothing in this Agreement shall be construed or interpreted to constitute the Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Dealers; instead, this Agreement shall only constitute the Dealer as a dealer authorized by the Dealer Manager to sell the Interests according to the terms set forth in the Offering Documents as may be amended and supplemented from time to time and in this Agreement.

21.	Electronic Communications ****

The Dealer Manager and its affiliates (collectively, “Blackstone”) may send electronic communications to the Dealer and its representatives for the monitoring, development and management of the business relationship and related communications with the Dealer and its representatives (“Business Purposes”). The Dealer shall, where requested by its representatives: (a) inform the representatives that Blackstone may send them communications for Business Purposes, (b) make Blackstone’s privacy notice available to the representatives, which is available at: www.blackstone.com/privacy, and (c) inform the representatives that they can opt-out of such communications. For the purposes of this Section 21, “representative” means any person representing, or whom Blackstone reasonably believes is representing, the Dealer, including any financial advisers.

22.	Miscellaneous ****

(a) Each of the Company, the Advisor and their respective affiliates shall be third-party beneficiaries of this Agreement, entitled to enforce the provisions hereof directly against the Dealer as if a party hereto.

(b) The BX Parties may be irreparably harmed if the Dealer’s obligations hereunder are not specifically enforced and the BX Parties would not have an adequate remedy at law in the event of an actual or threatened violation by the Dealer of its obligations hereunder. Therefore, the Dealer Manager shall be entitled to seek an injunction and/or specific performance for any actual or threatened violation or breach by the Dealer of this Agreement, without the posting of any bond, and such other relief as may be available at law or equity, including the right to recover all losses or damages suffered by the BX Parties resulting from any such breach or threatened breach.

(c) If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed modified to the extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing such provision, and the rights and obligations of the parties hereto will be construed and enforced accordingly.

(d) This Agreement has been jointly drafted by the parties hereto, after negotiations and consultations with their respective counsel. This Agreement will not be construed more strictly against one or more parties than against any other party.

(e) This Agreement (including the Schedules hereto) represents the entire understanding and agreement between the parties hereto regarding the offer and sale of Interests and supersedes any and all prior negotiations, representations and agreements, whether written or oral related thereto.

(f) This Agreement may be amended at any time by the Dealer Manager by written notice to the Dealer, and any such amendment shall be deemed accepted by the Dealer upon placement of an order for sale of Interests by such Dealer’s Customer after the Dealer has received such notice.

(g) This Agreement will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Neither the Dealer Manager nor the Dealer may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, and any purported assignment or other transfer of any such rights or obligations without such consent will be null and void.

(h) This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute but one and the same document.

(i) Headings or captions of this Agreement are for reference only and are not to be construed in any way as part of this Agreement, nor in the interpretation of this Agreement.

* * * * *

DEALER MANAGER:
BLACKSTONE SECURITIES PARTNERS L.P.
By:
Name:
Title:
Date:

Signature Page to Selected Dealer Agreement

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the list below of jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell securities is true and correct, and we agree to advise you of any change in such list during the term of this Agreement.

IDENTITY OF DEALER:

Entity Name:
Type of entity:
(Corporation, Partnership or Proprietorship)
Organized in the State of:
Licensed as broker-dealer in all States: Yes No
---
If no, list all States licensed as broker-dealer:
---
Tax ID #:
---

Person to receive notices delivered pursuant to the Selected Dealer Agreement.

Name:
Company:
Address:
City, State and Zip:
Telephone:
Email:

Signature Page toSelected Dealer Agreement

AGREED TO AND ACCEPTED BY THE DEALER:
(Dealer’s Firm Name)
By:
Signature
Name:
Title:
Date:

Signature Page toSelected Dealer Agreement

EXHIBIT A

OFFERING ACCEPTANCE LETTER

___________ ____, 202_

Blackstone Securities Partners L.P.

601 Lexington Avenue, 28th Floor

New York, New York 10022

Re:	Offering of Interests in “[________________, DST]” (the “Issuer”)<br>

The undersigned, being the Dealer pursuant to the terms of that certain Selected Dealer Agreement, dated as of [______________] (the “Selected Dealer Agreement”), makes the following representations with respect to the Offering of Interests by the Issuer and the disclosure provided in connection with the Selected Dealer Agreement. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Selected Dealer Agreement.

The undersigned acknowledges and agrees that it has received a copy of the Offering Documents with respect to the Offering of Interests by the Issuer. The undersigned further acknowledges and agrees that (i) it has had sufficient opportunity to review the Offering Documents, (ii) it has been given sufficient opportunity to ask questions of, and receive answers from, the Dealer Manager with respect to the Offering Documents, the Interests and the Issuer, (iii) the undersigned agrees to act as a Dealer with respect to Interests in the Issuer in accordance with the terms of the Selected Dealer Agreement and the Dealer Manager Agreement, and (iv) the Dealer Manager is hereby authorized to proceed to distribute to the undersigned’s representatives, agents and clients copies of the Offering Documents for such parties’ use in offering the Interests in such Issuer.

DEALER NAME:
By:
Name:
Title:

SCHEDULE I

ADDENDUM TO

SELECTED DEALER AGREEMENT WITH

BLACKSTONE SECURITIES PARTNERS L.P.

Name of Dealer: _________________________________

The following reflects the upfront selling commissions and Interest holder servicing fee arrangements as agreed upon between Blackstone Securities Partners L.P. (the “Dealer Manager”) and Dealer, effective as of the effective date of the Selected Dealer Agreement (the “Agreement”) between the Dealer Manager and Dealer in connection with the offering of Interests of the applicable Trust.

Selling Commissions.

Dealer may charge upfront selling commissions (“Selling Commissions”), on purchases and sales of Interests on such Dealer’s brokerage platform, as set forth in “Interest Type Election” below, to the extent the applicable Pricing Supplements discloses that such fees may be charged for the relevant type of Interests. Any Selling Commissions charged by Dealer in connection with its sale of Interests will be charged in a manner consistent with the Offering Documents, applicable Pricing Supplements and applicable law and FINRA rules. Purchases and sales of such Interests may only be executed as purchases between the Customer and the Trusts. Dealer shall not execute trades of Interests between Customers. For the avoidance of doubt, subscription funds may be transmitted to the Trusts gross of any Selling Commissions, provided, however, that such transmission shall be subject to Interest holder compliance requirements for purposes of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder, in which case Selling Commissions shall be received by the Trust and transmitted by the Trust to their ultimate recipients.

Terms and Conditions of the Investor Servicing Fees.

The payment of the investor servicing fee (“Investor Servicing Fee”) to the Dealer is subject to the terms and conditions set forth herein and the Offering Documents as may be amended or supplemented from time to time.

The payment of the Investor Servicing Fee with respect to Interests and OP Units, as set forth herein, is conditioned upon the Dealer acting as broker-dealer of record with respect to such Interests or OP Units and complying with the requirements set forth below, including providing Interest holder and account maintenance services with respect to such Interests.

(i) the existence of an effective Selected Dealer Agreement or ongoing Servicing Agreement (as defined below) between the Dealer Manager and the Dealer, and

(ii) the provision of the following services with respect to the Interests or OP Units, as applicable, by the Dealer:

1.	assistance with recordkeeping, in accordance with the Dealer’s then existing requirements, including<br>maintaining records for and on behalf of the Dealer’s Customers reflecting transactions and balances of Interests or OP Units owned, as applicable;
2.	answering investor inquiries regarding the Trusts or the Operating Partnership (as defined in the Offering<br>Documents), as applicable, including distribution payments and reinvestments; and
---	---
3.	helping investors understand their investments upon their request.
---	---

For the avoidance of doubt, the Dealer is not to be considered the official books and records keeper of the Trusts. In connection with this provision, the Dealer agrees to reasonably cooperate to provide certification to the Trusts, the Company, the Dealer Manager, and its agents (including its auditors) confirming the provision of services to each particular type of Interest holders upon reasonable request.

The Dealer hereby represents by its acceptance of each payment of the Investor Servicing Fee that it complies with each of the above requirements and is providing the above-described services.

In the event of termination of the Agreement, the Dealer Manager and the Dealer shall promptly enter into a Servicing Agreement on reasonable and customary terms mutually agreed upon by the Dealer and the Dealer Manager to provide for the continuation of these services by the Dealer and the continuation of the payment by the Dealer Manager of the Investor Servicing Fee with respect to the units for which the Dealer continues to act as broker of record.

Subject to the conditions described herein, the Dealer Manager will reallow to the Dealer the Investor Servicing Fee in the amounts described below, Interests sold by the Dealer and on OP Units received in exchange for Interests sold by the Dealer in connection with the exercise of the Fair Market Value Option (as defined in the Offering Documents). To the extent payable, the Investor Servicing Fee will be payable monthly in arrears as provided in the Offering Documents. All determinations regarding the Dealer’s compliance with the listed conditions in this Schedule I will be made by the Dealer Manager in good faith in accordance with the terms of this Agreement.

Notwithstanding the foregoing, subject to the terms of the Offering Documents, at such time as the Dealer is no longer the broker-dealer of record with respect to such Interests or OP Units, as applicable, or the Dealer no longer satisfies any or all of the conditions set forth above, then Dealer’s entitlement to the Investor Servicing Fees related to such Interests or OP Units, as applicable, shall cease, and the Dealer shall not receive the Investor Servicing Fee for, that month or any portion thereof (i.e., Investor Servicing Fees are payable with respect to an entire month without any proration). Broker-dealer transfers will be made effective as of the start of the first business day of a month.

Thereafter, such Investor Servicing Fees may be reallocated to the then-current broker-dealer of record of the Interests or OP Units, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallocation. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion.

The Dealer is not entitled to any Investor Servicing Fee with respect to Type I Interests and Type T Interests nor any Investor Servicing Fee with respect to Class I OP Units, Class L OP Units and Class L-2 OP Units.

General

Investor Servicing Fees due to the Dealer pursuant to this Agreement will be paid to the Dealer within 30 days after receipt by the Dealer Manager. The Dealer, in its sole discretion, may authorize the Dealer Manager to deposit Investor Servicing Fees or other payments due to it pursuant to this Agreement directly to its bank account. If the Dealer so elects, the Dealer shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing Selling Commissions and Investor Servicing Fees are not in excess of the usual and customary brokers’ commission received in the sale of securities similar to the Interests, that the Dealer’s interest in the Offering is limited to (i) such Selling Commissions from its Customers and (ii) Investor Servicing Fee from the Dealer Manager or its affiliate. In no event shall the aggregate Selling Commissions and Investor Servicing Fees exceed the percentage limitation, if any, of the aggregate cash price paid by the investor for its Type T, Type S and/or Type D Interests as set forth in this Agreement (the “Fee Limit”). On the date such Fee Limit, if any, is reached, all OP Units of such class shall convert to Class I OP Units as set forth in the Limited Partnership Agreement of the Operating Partnership, and no further Investor Servicing Fee shall be payable with respect to such OP Units. For the avoidance of doubt, if this Agreement does not contain a specific Fee Limit, then no Fee Limit shall exist for such related investor.

The Dealer waives any and all rights to receive compensation, including the Investor Servicing Fee, until it is paid to and received by the Dealer Manager. The Dealer affirms that the Dealer Manager’s liability for Investor Servicing Fees is limited solely to the proceeds of the Investor Servicing Fee receivable from the Trusts and the Dealer hereby waives any and all rights to receive any reallowance of the Investor Servicing Fee due until such time as the Dealer Manager is in receipt of the Investor Servicing Fee from the Trusts. The Dealer acknowledges that the Dealer Manager will not have custody of such Investor Servicing Fees and its involvement in the reallowance of such Investor Servicing Fees, if any, is ministerial only, based on information from the Dealer, the Company and the Company’s transfer agent. The Dealer affirms that neither the Trusts, the Company nor the Dealer Manager have any obligation to the Dealer with respect to any Selling Commissions the Dealer may charge to a Customer.

The Dealer shall furnish the Dealer Manager, the Company and the Trusts with such information as shall reasonably be requested by the Company with respect to the fees paid to the Dealer pursuant to this Schedule I, and the Dealer shall notify the Dealer Manager if the Dealer is not eligible to receive Selling Commissions and/or Investor Servicing Fees at the time of purchase.

Interest Type Election

CHECK EACH APPLICABLE BOX BELOW IF THE DEALER ELECTS TO PARTICIPATE IN THE LISTED INTEREST TYPE,

The Trust

☐ Type S Interests ☐ Type D Interests ☐ Type T Interests

☐ Type I Interests

The following reflects the Selling Commissions arrangement and/or the Investor Servicing Fees as agreed upon between the Dealer Manager and the Dealer for the applicable Interest type.

Type S Interests
______ (Initials)	Selling Commissions of up to 3.5% of subscription amount, to the extent the applicable Pricing Supplement discloses that such fees may be charged for the relevant type of<br>Interests	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Type S Interests.
______ (Initials)	Prior to the Operating Partnership’s exercise of the Fair Market Value<br>Option, an Investor Servicing Fee of up to 0.85% per annum of the aggregate value of the Property/Properties (as defined in the Pricing Supplement) underlying the Type S Interests as of the last day of each month.<br><br><br><br> <br>If the Operating Partnership exercises the Fair Market Value Option, the Investor<br>Servicing Fee for Class S-1 OP Units shall be up to 0.85% per annum of the net asset value of the Class S-1 OP Units, or<br>Class S-2 Common Stock, as applicable.	By initialing here, the Dealer agrees to the terms of eligibility for the Investor Servicing Fee set forth in this Schedule I. Should the Dealer<br>choose to opt out of this provision, it will not be eligible to receive the Investor Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Investor Servicing Fee that it complies with each of<br>the above requirements.
Type D Interests
______ (Initials)	Selling Commissions of up to 3.5% of subscription amount, to the extent the applicable Pricing Supplement discloses that such fees may be<br>charged for the relevant type of Interests	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to<br>the Type D Interests.

______ (Initials)	Prior to the<br>Operating Partnership’s exercise of the Fair Market Value Option, an Investor Servicing Fee of up to 0.25% per annum of the aggregate value of the Property/Properties (as defined in the Pricing Supplement) underlying the Type D Interests as of<br>the last day of each month.<br> <br><br> <br>If the Operating Partnership exercises the Fair Market<br>Value Option, the Investor Servicing Fee for Class D-1 OP Units shall be up to 0.25% per annum of the net asset value of the Class D-1 OP Units, or Class -2 Common Stock, as applicable.	By initialing here, the Dealer agrees to the terms of eligibility for the Investor<br>Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Investor Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each<br>payment of the Investor Servicing Fee that it complies with each of the above requirements.
Type T Interests
______ (Initials)	Selling Commissions of up to 3.5% of subscription amount, to the extent the applicable Pricing Supplement discloses that such fees may be<br>charged for the relevant type of Interests	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to<br>the Type T Interests.
______ (Initials)	No Investor Servicing Fee is available to Type T<br>Interests.<br> <br><br> <br>If the Operating Partnership exercises the Fair Market Value Option, the<br>Investor Servicing Fee for Class T-1 OP Units shall be up to 0.85% per annum of the net asset value of the Class T-1 OP Units, or Class T-2 Common Stock, as applicable.	By initialing here, the Dealer agrees to the terms of eligibility for the Investor Servicing Fee set forth in this<br>Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Investor Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Investor<br>Servicing Fee that it complies with each of the above requirements.
Type I Interests
______ (Initials)	No Selling commissions	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to<br>the Type I Interests.
______ (Initials)	No Investor Servicing Fee is available to Type I<br>Interests.<br> <br><br> <br>If the Operating Partnership exercises the Fair Market Value Option,<br>there will be no Investor Servicing Fee for Class I OP Units, Class L OP Units, Class L-2 OP Units, Class I Common Stock, Class L Common Stock or<br>Class L-2 Common Stock, as applicable.	By initialing here, the Dealer agrees to the terms of eligibility for the Investor Servicing Fee set forth in this<br>Schedule I. The Dealer represents by its acceptance of each payment of the Investor Servicing Fee that it complies with each of the above requirements.

IN WITNESS WHEREOF, the parties hereto have caused this addendum to be executed as of the date first written above.

“DEALER MANAGER”
BLACKSTONE SECURITIES PARTNERS L.P.
By:
	Name: Evan Clandorf
	Title: Authorized Signatory
“DEALER”
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(Print Name of Dealer)
By:
Name:
Title:

SCHEDULE II

SELECTED DEALER AGREEMENT WITH

BLACKSTONE SECURITIES PARTNERS L.P.

NAME OF ISSUER: BLACKSTONE REAL ESTATE EXCHANGE LLC

NAME OF DEALER: _________________________________________________________________

SCHEDULE TO AGREEMENT DATED:

The Dealer hereby authorizes the Dealer Manager or its agent to deposit servicing fees and other fees due to it pursuant to the Selected Dealer Agreement to its bank account specified below. This authority will remain in force until the Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into the Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to the Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:
Bank Address:
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Bank Routing Number:
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Account Number:
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“DEALER”
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(Print Name of Dealer)
By:
Name:
Title:
Date:

SCHEDULE III

SELECTED DEALER AGREEMENT WITH

BLACKSTONE SECURITIES PARTNERS L.P.

OFFERING CERTIFICATE

[DATE]

[__], together with its affiliates (the “Dealer”), hereby certifies to Blackstone Real Estate Exchange, LLC (the “Company”) as follows:

1.	The beneficial interests (the “Interests”) in specific Delaware statutory trusts (the<br>“Trusts”), have not been offered by the Dealer by any form of general solicitation or general advertising, including (without limitation) any advertisement, article, notice or other communication published in any newspaper,<br>magazine or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising.
2.	The Dealer has maintained an accurate record of all offerees to whom the Dealer has distributed a copy of the<br>Offering Documents relating to such Trusts.
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3.	None of (i) the Dealer, (ii) any person who through the Dealer has been or will be paid (directly or<br>indirectly) remuneration for solicitation of purchasers in connection with such sale of securities, (iii) any general partner or managing member of any person described in (i) or (ii), or (iv) any director, executive officer or other<br>officer participating directly or indirectly in the offering of the Interests, of any person described in (i), (ii) or (iii) (each, a “Covered Person”) are subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D<br>promulgated under the U.S. Securities Act of 1933, as amended (“Disqualifying Events”), except (i) any Waived Disqualifying Events disclosed in Schedule IV of this Selected Dealer Agreement or (ii) as set forth in<br>any notice required by Section 5(a)(xiii) and Section 5(a)(xv) of this Selected Dealer Agreement. The Waived Disqualifying Event(s) will not cause the Company to be disqualified from reliance upon<br>Rule 506 as a result of the Dealer’s (and its related persons’) participation in the offering of the Interests. For purposes of the foregoing, “director”, “officer” and “executive<br>officer” will have the meanings ascribed to them in Rule 405 of the U.S. Securities Act of 1933, as amended.
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4.	The Dealer has provided the Company with a copy of the applicable waiver, order, judgment or decree granted<br>under Rule 506(d)(2)(ii)-(iii) with respect to a Waived Disqualifying Event. To the extent that a condition of a waiver, order, judgment or decree applicable to a Waived Disqualifying Event requires disclosure to prospective investors in the Trusts,<br>the Dealer agrees that the description on Schedule IV hereto of the Waived Disqualifying Event complies with the requirements of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) and the Dealer authorizes<br>the disclosure of any descriptions on Schedule IV to current and prospective investors of the Trusts.
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5.	The Dealer will notify the Company promptly in writing (i) if any of the information contained in this<br>certificate becomes untrue or incomplete at any time or (ii) should it become aware of any Covered Person becoming the subject of or otherwise involved in any matter that would be reasonably likely upon resolution thereof to result in a<br>Disqualifying Event.
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This Certificate is delivered for the benefit of the Company and Simpson Thacher & Bartlett LLP only, and may not be relied upon by any other person for any purpose whatsoever.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

(Print Name of Dealer)
By:
Name:
Title:

SCHEDULE IV

SELECTED DEALER AGREEMENT WITH

BLACKSTONE SECURITIES PARTNERS L.P.

DISCLOSURE OF DISQUALIFYING EVENT

None.

The parties agree that additional disclosures may be added to this Schedule IV at a future date with the consent of the parties. The parties further agree that all disclosures provided as part of this Schedule IV will be provided to potential investors consistent with the requirements of Regulation D of the Securities Act.

The Company:	Blackstone Real Estate Income Trust, Inc.<br> <br>345<br>Park Avenue<br> <br>New York, New York 10154<br> <br>Attention: [*]<br><br><br>Email: [*]
with required copies to:	Simpson Thacher & Bartlett LLP<br> <br>425<br>Lexington Avenue<br> <br>New York, New York 10017<br> <br>Attention:<br>[*]<br> <br>Email: [*]
	Blackstone Real Estate Income Trust, Inc.<br> <br>601<br>Lexington Avenue<br> <br>New York, New York 10022<br> <br>Attention:<br>[*]<br> <br>Email: [*]
The Adviser:	BX REIT Advisors L.L.C.<br> <br>c/o Blackstone Inc.<br><br><br>601 Lexington Avenue<br> <br>New York, New York 10022<br><br><br>Attention: [*]<br> <br>Email: [*]
with required copies to:	Simpson Thacher & Bartlett LLP<br> <br>425<br>Lexington Avenue<br> <br>New York, New York 10017<br> <br>Attention:<br>[*]<br> <br>Email: [*]