AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this Agreement), is made and entered into as of May 7, 2021, by and among The Blackstone Group Inc., a Delaware corporation (the Corporation), and the Covered Persons (defined below) from time to time party hereto (collectively, the Parties).
WHEREAS, the Parties heretofore executed and delivered a Registration Rights Agreement, dated as of June 18, 2007 (the Original Agreement);
WHEREAS, the Parties heretofore executed an delivered an amendment to the Original Agreement as of July 1, 2019 in connection with an internal reorganization involving the conversion of The Blackstone Group L.P. into a Delaware corporation;
WHEREAS, the Covered Persons are holders of Blackstone Holdings Partnership Units (defined below), which, subject to certain restrictions and requirements, are exchangeable at the option of the holder thereof for shares of Common Stock (defined below) of the Corporation;
WHEREAS, the Corporation desires to provide the Covered Persons with registration rights with respect to shares of Common Stock underlying their Blackstone Holdings Partnership Units and any other shares of Common Stock they may otherwise hold from time to time;
WHEREAS, pursuant to Section 3.2 of the Original Agreement, the Original Agreement may be amended by the Corporation and the Demand Committee without the consent of any other person; and
WHEREAS, effective February 26, 2021, the Corporation effectuated changes to rename its Class A common stock as Common Stock and to reclassify its Class B common stock and Class C common stock into a new Series I Preferred Stock and Series II Preferred Stock, respectively, and in connection therewith the Parties now desire to enter into this Agreement to amend and restate the Original Agreement in its entirety as more fully set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the Parties hereto agree as follows:
DEFINITIONS AND OTHER MATTERS
Section 1.1. Definitions. Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Section 1.1:
Agreement has the meaning ascribed to such term in the Recitals.
Beneficial owner has the meaning set forth in Rule 13d-3 under the Exchange Act.
Blackstone Holdings means, collectively, Blackstone Holdings I L.P., a Delaware limited partnership (Blackstone Holdings I), Blackstone Holdings AI L.P., a Delaware limited partnership (Blackstone Holdings AI), Blackstone Holdings II L.P., a Delaware limited partnership (Blackstone Holdings II), Blackstone Holdings III L.P., a Québec société en commandite (Blackstone Holdings III) and Blackstone Holdings IV L.P., a Québec société en commandite (Blackstone Holdings IV).
Blackstone Holdings Partnership Unit means, collectively, one partnership unit in each of Blackstone Holdings I, Blackstone Holdings AI, Blackstone Holdings II, Blackstone Holdings III and Blackstone Holdings IV issued under each of their respective Blackstone Holdings Partnership Agreements.