0001193125-16-677099 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2016, by and between Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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LIMITED PARTNERSHIP AGREEMENT OF BREIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into as of [ ], 2016, between 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.L.C., a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

ADVISORY AGREEMENT AMONG BLACKSTONE REAL ESTATE INCOME TRUST, INC., BREIT OPERATING PARTNERSHIP, L.P., AND BX REIT ADVISORS L.L.C.
Advisory Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2016 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (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”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF ESCROW AGREEMENT
Escrow Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of , 2016, is entered into by and among Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Blackstone Advisory Partners L.P., a Delaware limited partnership, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and Blackstone Advisory Partners L.P. (the “Dealer Manager”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [ ], 2016 by and among BLACKSTONE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”), BREIT SPECIAL LIMITED PARTNER L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and BX REIT ADVISORS L.L.C., a Delaware limited liability company (the “Adviser”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 20 , (the “Date of Grant”), between Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (the “Participant”):

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

Blackstone Advisory Partners L.P., as the dealer manager (“Dealer Manager”) for Blackstone Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the [ ]th day of [ , 2016] (“Effective Date”) among Blackstone TM L.L.C. (the “Licensor”), on the one hand, and Blackstone Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland, and BREIT Operating Partnership L.P., a Delaware limited partnership (individually and together, “Licensee”), on the other hand.

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • August 10th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York
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