0001193125-16-767517 Sample Contracts

LIMITED PARTNERSHIP AGREEMENT OF BREIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIP August 25, 2016
Limited Partnership Agreement • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into as of August 25, 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.

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ESCROW AGREEMENT
Escrow Agreement • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of August 17, 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 • November 14th, 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 • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 31, 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”).

ADVISORY AGREEMENT AMONG BLACKSTONE REAL ESTATE INCOME TRUST, INC., BREIT OPERATING PARTNERSHIP, L.P., AND BX REIT ADVISORS L.L.C.
Advisory Agreement • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 31st day of August, 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.

VALUATION SERVICES AGREEMENT
Valuation Services Agreement • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York
TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 14th, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 31st day of August, 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.

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