0001047469-07-004475 Sample Contracts

REGISTRATION RIGHTS AGREEMENT OF
Registration Rights Agreement • May 21st, 2007 • Blackstone Group L.P. • Investment advice • New York

This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of , 2007, by and among The Blackstone Group L.P., a Delaware limited partnership (the “Partnership”), and the Covered Persons (defined below) from time to time party hereto.

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FORM OF TAX RECEIVABLE AGREEMENT dated as of
Tax Receivable Agreement • May 21st, 2007 • Blackstone Group L.P. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2007, is hereby entered into by and among Blackstone Holdings I GP Inc., a Delaware corporation (“Blackstone Holdings I GP”), and Blackstone Holdings II GP Inc., a Delaware corporation (“Blackstone Holdings II GP” and, together with Blackstone Holdings I GP, the “Corporate Taxpayers”), Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings I”), Blackstone Holdings II L.P., a Delaware limited partnership (“Blackstone Holdings II”) (together with all other Persons (as defined herein) in which the Corporate Taxpayers acquire a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the undersigned parties hereto identified as “Limited Partners.”

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