Sample Contracts - Unit Purchase Agreement - The Blackstone Group and Beijing Wonderful Investments Ltd.

The Blackstone Group®

May 22, 2007

Beijing Wonderful Investments Ltd

Building 2

No. 1 Naoshikou Avenue

Xicheng District, Beijing

China

Attention: Dr. Jesse Wang

Dear Mr. Wang:

Reference is made to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-141504) (the “Registration Statement”) filed May 1, 2007 by The Blackstone Group L.P., a Delaware limited partnership (“Blackstone”), with the U.S. Securities and Exchange Commission (the “Commission”) relating to the initial public offering (“Initial Offering”) of Common Units of Blackstone. This letter agreement is to confirm our agreement relating to the purchase by Beijing Wonderful Investments, Ltd, a company incorporated under the laws of the People’s Republic of China, (such entity, or its permitted assignee, to the extent this letter agreement is assigned to such permitted assignee, “Investor”), subject to and concurrently with the consummation of the Initial Offering, of certain Common Units of Blackstone for an aggregate purchase price of US$3,000,000,000 (subject to reduction as described below), on the terms and subject to the conditions set forth herein. Unless otherwise defined herein, including in Appendix I hereto, capitalized terms are used herein as defined in the Amended and Restated Agreement of Limited Partnership of Blackstone, in the form filed with the Commission from time to time and as it may be further amended, supplemented, restated or modified from time to time in accordance with its terms (the “Blackstone Partnership Agreement”).

In furtherance of the foregoing, the parties hereto agree as follows:

1. Purchase.

(a) Upon the terms and subject to the conditions of this letter agreement, at the Closing (as defined below), Investor shall purchase from Blackstone, and Blackstone shall issue, sell, transfer and deliver to Investor, a number of Common Units (the “Purchased Units”) equal to the Purchased Units Amount (as defined below), free and clear of all liens or encumbrances (other than those created by virtue of this letter agreement or the Blackstone

Partnership Agreement). In consideration for the issuance and sale of the Purchased Units, against delivery thereof to Investor, and upon the terms and subject to the conditions of this Agreement, at the Closing Investor shall pay or cause to be paid to Blackstone by wire transfer in immediately available funds to an account designated by Blackstone an aggregate amount of US$3,000,000,000 or such lesser amount as is necessary such that Investor shall receive at the Closing Purchased Units which represent a number of Common Units equal to, but not exceeding, the Investor Ownership Limitation Percentage (the “Purchased Units Consideration”).

(b) For purposes of this Agreement, (i) the “Purchased Units Amount” shall mean the quotient of (x) the Purchased Units Consideration divided by (y) the product of (A) 95.5% (expressed as a decimal) multiplied by (B) the price per Common Unit offered to the public in the Initial Offering; and (ii) “Investor Ownership Limitation Percentage” means Beneficial Ownership (whether direct or indirect) of 9.99% of the outstanding Common Units (calculated as if all Blackstone Holdings Partnership Units had been exchanged for Common Units but disregarding any equity incentive awards or other Common Unit Equivalents).

2. Closing; Conditions.

(a) The closing of the sale and purchase of the Purchased Units (the “Closing”) shall take place, subject to the conditions set forth in paragraph 2(b) below, concurrently with the consummation of the Initial Offering at the offices of Simpson Thacher & Bartlett LLP, China Merchants Tower, 29^th Floor, 118 Jianguo Road, Chaoyang District, Beijing, People’s Republic of China 100022 or at such other place as Blackstone and Investor may mutually agree.

(b) The Closing shall be conditioned upon and subject to the satisfaction (or waiver by Investor and Blackstone) of the following conditions:

(i) the purchase by the underwriters for offer to the public in the Initial Offering of Common Units with an aggregate purchase price (based on the price per Common Unit offered to the public in the Initial Offering) of not less than $2,500,000,000; and

(ii) the entrance by Blackstone and Investor into a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement” and together with this letter agreement, the “Transaction Agreements”).

(c) For the avoidance of doubt, the accuracy of any of the representations and warranties set forth in paragraphs 8, 9 and 10 hereof shall not be a condition to the Closing.

3. Restrictions on Transfers of Purchased Units.

(a) Without limiting the restrictions on Transfer (as defined below) of Partnership Interests of Blackstone set forth in the Blackstone Partnership Agreement, Investor shall not, prior to the fourth anniversary (such date, the “Initial Lockup Date”) of the date of consummation of the Initial Offering, directly or indirectly, transfer, sell, hedge, assign, gift, pledge, encumber, hypothecate, mortgage, exchange or otherwise dispose of by operation of law

or otherwise (“Transfer”) (other than a Transfer (i) permitted in accordance with paragraph 3(c) or 3(d) and 3(e) below or (ii) required by, and in accordance with, paragraph 4(b) below) any of the Purchased Units without the prior written consent of the general partner of Blackstone. Notwithstanding the foregoing, Blackstone agrees that, prior to the Initial Lockup Date, Investor may pledge, hypothecate, mortgage or otherwise encumber, the Purchased Units; provided that (x) prior to entry into any such pledge, hypothecation, mortgage or other encumbrance, Investor shall cause the pledgee to enter into a written agreement for the benefit of Blackstone pursuant to which such pledgee shall agree not to enter into any hedging transaction in respect of Blackstone Securities (as defined below) in connection with such pledge, hypothecation, mortgage or encumbrance of Purchased Units by Investor; (y) the pledgee shall not have any voting power with respect to such pledged, hypothecated, mortgaged or encumbered Common Units; and (z) such pledge, hypothecation, mortgage or encumbrance does not allow any Transfer (including, without limitation, the transfer, sale, assignment, gift, exchange, or other disposal) that would be in violation of this letter agreement or the Blackstone Partnership Agreement, it being expressly understood and agreed that any margin call, foreclosure or similar action with respect to such pledged, hypothecated, mortgaged or encumbered Common Units shall constitute a Transfer in violation of this letter agreement.

(b) From and after the Initial Lockup Date, Investor shall be permitted to Transfer, subject to compliance with the applicable terms and conditions of this letter agreement and the Blackstone Partnership Agreement, the Purchased Units; provided that in no event shall Investor Transfer Purchased Units representing more than one-third (1/3) of the aggregate number of Purchased Units acquired by Investor as of the Closing (such number of Purchased Units, the “Partial Transfer Amount”) in any of the 365-day (or 366-day, if a leap year) periods ending on the first, second and third anniversaries of the Initial Lockup Date; and provided further that Investor shall notify Blackstone in advance of any proposed Transfers of the Purchased Units. Notwithstanding the first proviso in the foregoing sentence, if in any such 365-day (or 366-day, if applicable) period Investor does not Transfer the full Partial Transfer Amount permitted to be Transferred during such period, then, during any subsequent period, Investor shall be permitted to Transfer such remainder of the Partial Transfer Amount for such prior period and the Partial Transfer Amount applicable to such subsequent period, subject to the requirements of this paragraph 3(b).

(c) Notwithstanding anything to the contrary herein or in the Blackstone Partnership Agreement, Investor shall be permitted to Transfer any or all of the Purchased Units after the date on which any Change of Control occurs. A “Change of Control” shall mean (i) the acquisition by any Person or any group of Persons (other than the Existing Management Professionals (as defined below)) acting together which would constitute a group (a “Group”) for purposes of Section 13(d) of the Securities Exchange Act of Beneficial Ownership of at least 51% of all outstanding Blackstone Securities (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units); (ii) the reorganization, merger or consolidation of Blackstone with respect to which all of the Persons who were the respective Beneficial Owners of Blackstone Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the aggregate outstanding Blackstone Securities resulting from such reorganization, merger or consolidation; (iii) the direct or indirect sale or other disposition, in one or a series of transactions, of assets

representing all or substantially all of the assets of Blackstone to any third Person or Group; (iv) Stephen A. Schwarzman, Peter G. Peterson, Hamilton E. James, J. Tomilson Hill and Michael A. Puglisi and all other Senior Managing Directors of Blackstone, its general partner and their subsidiaries as of the date of the consummation of the Initial Offering (collectively, the “Existing Management Professionals”) ceasing to own, in the aggregate, at least 25% of the Common Units owned by such Persons immediately following the consummation of the Initial Offering (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units); or (v) the entrance into any definitive agreement, the fulfilment of which would result in the occurrence of any of the events described in clauses (i) through (iv) of this paragraph 3(c).

(d) Notwithstanding anything to the contrary in this Agreement, in connection with the Transfer (other than a pledge, hypothecation, mortgage or encumbrance), in one or a series of related transactions, by Existing Management Professionals to a single Person or Group of Blackstone Securities representing in the aggregate at least 51% of the outstanding Common Units of Blackstone (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units) at any time prior to the fourth anniversary of the Closing in a transaction exempt from registration under the Securities Act and any similar applicable state securities laws (a “Tag-Along Sale”), prior to the consummation thereof, Investor shall be afforded the opportunity to join in such Transfer on a pro rata basis, as provided in paragraph 3(e) below.

(e) Prior to consummation of the Tag-Along Sale, the Existing Management Professionals proposing to Transfer Blackstone Securities in the Tag-Along Sale (the “Tag-Along Sellers”) shall cause the Person or Group that proposes to acquire such Blackstone Securities (the “Proposed Purchaser”) to offer in writing (the “Tag-Along Offer”) to purchase Common Units owned by Investor, such that the number of Common Units so offered to be purchased from Investor shall be equal to the product obtained by multiplying the aggregate number of Blackstone Securities proposed to be purchased by the Proposed Purchaser (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units) by such Investor’s Pro Rata Portion. In addition, the Tag-Along Offer shall set forth the consideration for which the Tag-Along Sale is proposed to be made and all other material terms and conditions of the Tag-Along Sale. If the Tag-Along Offer is accepted by Investor within five Business Days after receipt of the Tag-Along Offer, then the number of Blackstone Securities to be sold to the Proposed Purchaser by the Tag-Along Sellers (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units) shall be reduced by the number of Common Units to be purchased by the Proposed Purchaser from Investor. The purchase from Investor shall be made on the same terms and conditions (including timing of receipt of consideration and choice of consideration, if any) as the Proposed Purchaser shall have offered to purchase Blackstone Securities to be sold by the Tag-Along Sellers, and the Investor shall otherwise be required to Transfer the Common Units upon the same terms, conditions, and provisions as the Tag-Along Sellers, including making the same representations, warranties, covenants, indemnities and agreements that the Tag-Along Sellers agree to make. “Pro Rata Portion” shall mean, with reference to the Investor, at any time, a fraction, the numerator of which is the number of Common Units then held by Investor, and the denominator of which is the aggregate number of Blackstone Securities then held by the Tag-

Along Sellers taken together (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units).

(f) Any attempt to Transfer any Purchased Units in violation of the terms of this letter agreement or the Blackstone Partnership Agreement shall be null and void, and none of Blackstone, its general partner or any transfer agent shall register upon its books any Transfer of Purchased Units by Investor to any Person except a Transfer which is not in violation of this letter agreement or the Blackstone Partnership Agreement.

4. Restrictions on Purchases of Blackstone Securities.

(a) Investor shall not, and Investor shall not permit any of its Affiliates to (i) directly or indirectly, acquire by any means whatsoever Beneficial Ownership of any Blackstone Holdings Partnership Units, Limited Partner Interests, any security or obligation which is by its terms, whether directly or indirectly, convertible into or exchangeable or exercisable for Limited Partner Interests, and any option, warrant or other subscription or purchase right with respect to Limited Partner Interests, or any other securities of the Blackstone Holdings Partnerships or Blackstone (collectively, “Blackstone Securities”) other than the Purchased Units (other than pursuant to an in-kind distribution of Blackstone Securities or an equity dividend by Blackstone in respect of the Purchased Units), provided that, the foregoing notwithstanding, to the extent that Investor and its Affiliates Beneficially Own, in the aggregate, Blackstone Securities representing Beneficial Ownership of Blackstone Securities that is less than the Investor Ownership Limitation Percentage, Investor may acquire additional Common Units in the open market so long as immediately after any such acquisition, Investor’s and its Affiliates’ Beneficial Ownership of Blackstone Securities does not exceed the Investor Ownership Limitation Percentage, and provided further that upon any such permitted acquisition of Common Units other than the Purchased Units, such additional Common Units shall be deemed to be, and shall be treated as, Purchased Units for all purposes under this Agreement; (ii) make any public announcement of, or submit to Blackstone or the Board of Directors (or any similar governing body) of its general partner, a proposal or offer (with or without conditions) with respect to any acquisition, directly or indirectly, by Investor or its Affiliates of Beneficial Ownership of any such Blackstone Securities; or (iii) directly or indirectly, solicit, initiate or knowingly facilitate or knowingly encourage, advise, act as a financing source for or otherwise invest in or join any third Person or Group in connection with any acquisition of, bid for control of or proxy solicitation relating to Blackstone. After the Initial Lockup Date, to the extent Investor desires to increase its holdings in Blackstone, Blackstone and Investor shall consider in good faith any such proposed investment. With respect to any Person, an “Affiliate” means any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such first Person; provided that, the foregoing and anything to the contrary in the Blackstone Partnership Agreement notwithstanding, it is understood and agreed that with respect to Investor, its Affiliates shall be deemed to consist only of the entity which the People’s Republic of China (“PRC”) will establish in the future under the direct control of the State Council of the PRC to act as the investment vehicle with respect to the PRC’s foreign exchange reserves and that will be the shareholder of Central SAFE Investment Co (such entity, “State InvestCo”), Central SAFE Investment Co, any successor of any of the foregoing Persons, and any other Persons controlled by any of the foregoing (“control” for these purposes (and for the general definition of Affiliate) meaning the direct or indirect power to direct or cause the

direction of the management and policies of another Person, whether by operation of law or regulation, through ownership of securities, as trustee or executor or in any other manner), except for any bank or banking institution controlled by State InvestCo or Central SAFE Investment Co but only to the extent that any Blackstone Securities in the possession of such bank or banking institution were obtained in the ordinary course of its business and not as part of a plan to avoid the restrictions or obligations imposed by this letter agreement (all of the above Affiliates of Investor, together with Investor, the “State InvestCo Group”).

(b) If at any time Investor or any of its Affiliates or Blackstone or any of its Affiliates becomes aware that Investor and its Affiliates Beneficially Own, in the aggregate, Blackstone Securities representing more than the Investor Ownership Limitation Percentage (other than to the extent the same is a result of events other than any purchases of securities by Investor and/or its Affiliates prohibited by paragraph 4(a)(i) above), then Investor and its Affiliates shall, as soon as is reasonably practicable, take all action reasonably necessary (including, without limitation, selling Common Units on the open market (subject to compliance with the last sentence of this paragraph 4(b)) or to Blackstone or any of its Affiliates) to reduce the number of Blackstone Securities Beneficially Owned by them to a number that results in the Investor and its Affiliates (collectively) Beneficially Owning Blackstone Securities representing no more than the Investor Ownership Limitation Percentage, and solely to the extent required to comply with this paragraph 4(b), the Transfer restrictions set forth in paragraph 3 above shall not apply. Notwithstanding anything herein to the contrary, in the event that Investor or its Affiliates are required to Transfer Purchased Units in order to reduce their collective Beneficial Ownership so as to not exceed the Investor Ownership Limitation Percentage, then Investor or its Affiliates, as applicable, shall first offer such Purchased Units to Blackstone for purchase (at a price equal to the average closing price for the Common Units for the ten trading days prior to such offer) prior to Transferring any Blackstone Securities to any third Person.

5. No Voting of Blackstone Securities. The Blackstone Partnership Agreement shall provide that Investor and its Affiliates shall not be entitled to any voting rights whatsoever in respect of any Purchased Units. For the avoidance of doubt, such prohibition shall apply only to Investor and its Affiliates and shall not attach to Purchased Units upon any Transfer by Investor or its Affiliates to a third Person not in violation of the terms of this letter agreement or the Blackstone Partnership Agreement.

6. Restrictions on Comparable Investments. At any time from the date hereof until the date of the first anniversary of consummation of the Initial Offering, Investor shall obtain the prior written consent of Blackstone in connection with any investment by Investor or its Affiliates (including, without limitation, by way of or through formation of a joint venture), anywhere in the world, in any Person primarily engaged in the sponsorship or management of alternative asset funds or vehicles (including any private equity funds, real estate opportunity funds, hedge funds, funds of hedge funds, mezzanine funds, senior debt vehicles or open- or closed-end mutual funds investing in alternative asset classes) other than through the purchase of the Purchased Units; provided that nothing in this paragraph 6 shall limit Investor’s right to invest in any commercial or investment banking institution, insurance company, or securities trading business, notwithstanding the fact that such Person may sponsor or manage alternative asset funds.

7. Future Investments. Investor and Blackstone agree to explore in good faith potential arrangements pursuant to which Investor or its Affiliates would invest in or commit to fund amounts to current and future investment funds managed by Blackstone or its Affiliates. Investor shall evaluate in good faith and consider investing in any comparable funds or vehicles offered by Blackstone and its Affiliates in connection with any investment Investor makes in alternative asset funds or vehicles.

8. General Representations and Warranties of the Parties. Each of Investor and Blackstone represents and warrants, as of the date hereof and as of the date of the Closing, to the other party hereto as follows:

(a) Such party is an entity duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and has taken all action necessary on the part of such party (and, to the extent applicable, its members, partners or equityholders have taken all necessary required action) for the authorization, execution and delivery of this letter agreement and the performance of all obligations of such party hereunder.

(b) This letter agreement constitutes, and when entered into by such party and the other parties thereto, the Registration Rights Agreement will constitute, a valid and legally binding obligation of such party, enforceable against such party in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

(c) The execution, delivery and performance of the Transaction Agreements does not and will not (i) conflict with or result in any breach of any of, constitute a default under, or result in a violation of any law, rule, regulation or judgment applicable to such party, (ii) conflict with, or result in a breach of the organizational documents of such party, (iii) violate or conflict in any material respect with, or result in a material breach of any provision of, or constitute a material default under, or result in the creation of any material lien or encumbrance upon any of the material assets of such party (other than the Purchased Units) under, any of the terms, conditions or provisions of any material agreement or other obligation of such party.

9. Representations and Warranties of Investor. Investor represents and warrants, as of the date hereof and as of the date of the Closing, to Blackstone as follows:

(a) Investor is acquiring the Purchased Units for Investor’s own account, “solely for the purpose of investment” (within the meaning set forth in 31 C.F.R. ¤800.219), and not with a view to distributing or reselling the Purchased Units in any transaction that would be in violation of any United States federal or state securities laws. Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any Person, other than any entity in the State InvestCo Group, to Transfer to any third Person any of the Purchased Units.

(b) Investor understands that the Purchased Units have not been registered under the Securities Act, or registered or qualified under the securities laws of any state of the United States, and that Investor may not sell or otherwise Transfer Purchased Units unless such Purchased Units are subsequently registered under the Securities Act and registered or qualified

under applicable United States state securities laws, or unless an exemption is available that permits the sale or Transfer without such registration and qualification.

10. Representations and Warranties of Blackstone. Except with respect to the representation contained in paragraph 10(c), which shall be made only as of the date of the Closing, Blackstone represents and warrants, as of the date hereof and as of the date of the Closing, to Investor as follows:

(a) The Purchased Units to be issued to Investor at the Closing pursuant to the terms of this letter agreement have been duly and validly authorized and when such Purchased Units are issued to Investor in accordance with the terms of this letter agreement, all of such Purchased Units will be validly issued and will be delivered to Investor free and clear of all liens and encumbrances (other than pursuant to this letter agreement and the Blackstone Partnership Agreement).

(b) The Registration Statement, if and when declared effective by the Commission (the “Effective Statement”), will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated thereunder and will not contain an untrue statement of a material fact and will not 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.

(c) The representations and warranties contained in the underwriting agreement (the “Underwriting Agreement”) entered into by Blackstone and the underwriters on or about the date of the Effective Statement for the purchase by the underwriters of Common Units for offer to the public in the Initial Offering, will be true and correct as of the date of the Closing, except to the extent that the failure of such representations and warranties to be true and correct would not have a material adverse effect on the business, operations, assets or financial condition of Blackstone and its subsidiaries, taken as a whole, excluding, for the purposes of determining whether a material adverse effect has occurred, any effect resulting from, arising out of or in connection with any of the following, occurring after the date of the Underwriting Agreement: (i) general political, economic, industry or market events, occurrences, developments, circumstances or conditions, or the securities, credit or financial markets in general, (ii) changes in applicable laws, regulations or accounting standards, principles or interpretations, (iii) the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or (iv) the occurrence of any terrorist attack.

11. Rights Relative to certain other Issuances. If at any time following the date hereof and for a period of one year after the date of the Closing, Blackstone proposes to issue any Blackstone Securities representing 5% or more of the Common Units (calculated on a fully-diluted basis and as if all Blackstone Holdings Partnership Units had been exchanged for Common Units) in a transaction exempt from registration under the Securities Act and any similar applicable state securities laws to a Person (other than an underwriter, initial purchaser (as such term is commonly used in transactions pursuant to Rule 144A of the Securities Act) or any Person acting in a similar capacity) (such Person, a “New Strategic Investor”), on terms which are more favourable, in the aggregate (taking into account (a) discount to the then current

market price, (b) lockup provisions and other restrictions on Transfer, (c) anti-dilution rights, and (d) any other rights or obligations, contractual or otherwise, granted to or imposed on the New Strategic Investor in connection with such issuance), as determined by mutual agreement of Investor and the Board of Directors of Blackstone’s general partner, than the terms provided to Investor pursuant to this letter agreement and the Blackstone Partnership Agreement, then Blackstone shall not consummate any such issuance unless Blackstone offers to the Investor modifications to the terms hereof and/or to the Blackstone Partnership Agreement sufficient, as determined by mutual agreement of Investor and the Board of Directors of Blackstone’s general partner, to ensure that the terms offered to the New Strategic Investor are not more favourable in the aggregate than those provided herein and in the Blackstone Partnership Agreement as so modified.

12. Registration Rights. Each of Investor and Blackstone covenants to the other party hereto that it will enter into the Registration Rights Agreement immediately prior to the Closing.

13. Indemnification. Notwithstanding anything to the contrary in this letter agreement, Blackstone shall indemnify and hold harmless Investor from and against all losses, costs, claims, damages, liabilities, expenses (including reasonable attorneys’ and accountants’ fees, costs of investigation, costs of suit and costs of appeal), fines and penalties actually incurred arising out of or relating to any breach of the representations and warranties made by Blackstone herein.

14. Miscellaneous. Blackstone shall afford Investor a reasonable opportunity in which to review and comment on any description of Investor and/or the transactions contemplated by this letter agreement that is to be included in any amendment to the Registration Statement filed after the date hereof.

Blackstone acknowledges that Investor is conducting an analysis of the tax implications of this transaction and agrees that Blackstone and Investor will, in good faith, cooperate and, at the sole discretion and judgment of Blackstone, implement tax efficiency measures; provided that any such measures will not in any way relieve Investor from its obligation hereunder (subject to the terms and conditions hereof) to purchase Common Units or otherwise require Blackstone to alter the investment structure contemplated in this letter agreement and provided further that any such measures shall not result in any adverse economic impact on Blackstone nor in the delay of the Initial Offering.

Neither this letter agreement nor any provision hereof may be amended, modified or waived except by an instrument in writing signed by the parties hereto. The failure or delay of any party to enforce or exercise any rights under any of the provisions of this letter agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce or exercise any rights under each and every provision of this letter agreement in accordance with its terms. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

This letter agreement and the Blackstone Partnership Agreement contain the full and entire understanding and agreement among the parties hereto with regard to the subject

matters hereof and thereof and supersede all prior understandings and agreements, written or oral, relating to the matters set forth herein and therein. Neither this letter agreement nor any of their rights hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except (i) as expressly set forth herein or (ii) with respect to the Investor, to any Affiliate who executes a written agreement in form and substance reasonably satisfactory to Blackstone agreeing to be bound by the terms and conditions of this letter agreement and the Blackstone Partnership Agreement to the same extent as Investor and provided that no such assignment shall relieve Investor of its obligations hereunder.

Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter agreement or affecting the validity or enforceability of any of the terms or provisions of this letter agreement in any other jurisdictions, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This letter agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, and shall inure to the benefit of, and be binding upon and inure to the benefit of the parties hereto and their respective successors. Each party to this letter agreement hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this letter agreement and the transactions contemplated hereby (i) submits for itself and its property in any legal action or proceeding relating to this letter agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and any appellate courts thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction); (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action will be in accordance with the laws of the State of New York but that nothing herein shall affect the right to effect service of process in any other manner permitted by law; (iv) waives any and all immunity (including sovereign immunity) from suit, execution, attachment or other legal process; and (v) waives in connection with any such action any and all rights to a jury trial.

Except for the representations and warranties of Blackstone made in paragraph 10(a) hereof, which shall survive indefinitely, each of the representations and warranties of Blackstone and Investor contained in this letter agreement shall survive the Closing for a period of four years following the Closing.

This letter agreement may be signed in counterparts, each of which shall constitute an original and which together shall constitute one and the same agreement.

This letter agreement shall terminate automatically and be of no further force or effect if the Initial Offering has not occurred by December 31, 2007 and otherwise at the earlier of the eighth anniversary of the Closing or such time when Investor ceases to Beneficially Own

Very truly yours,

THE BLACKSTONE GROUP L.P.

By:		Blackstone Group Management L.L.C.,
		its general partner

By:	/s/ Stephen A. Schwarzman
Name:		Stephen A. Schwarzman
Title:		Chairman and Chief Executive Officer

Agreed and Accepted

as of the date first set forth above

in Beijing, People’s Republic of China

BEIJING WONDERFUL INVESTMENTS LTD

By:	/s/ Dr. Wang Jianxi
Name:		Dr. Wang Jianxi
Title:		General Manager

[Letter Agreement Signature Page]

Appendix I

Certain Defined Terms

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this letter agreement.

“Beneficial Owner” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Securities Exchange Act (and “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings).

“Blackstone Holdings I” means Blackstone Holdings I L.P., a Delaware limited partnership, and any successors thereto.

“Blackstone Holdings II” means Blackstone Holdings II L.P., a Delaware limited partnership, and any successors thereto.

“Blackstone Holdings III” means Blackstone Holdings III L.P., a Delaware limited partnership, and any successors thereto.

“Blackstone Holdings IV” means Blackstone Holdings IV L.P., an Alberta limited partnership, and any successors thereto.

“Blackstone Holdings V” means Blackstone Holdings V L.P., an Alberta limited partnership, and any successors thereto.

“Blackstone Holdings Partnership Agreements” means, collectively, the Amended and Restated Limited Partnership Agreement of Blackstone Holdings I, the Amended and Restated Limited Partnership Agreement of Blackstone Holdings II, the Amended and Restated Limited Partnership Agreement of Blackstone Holdings III, the Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV and the Amended and Restated Limited Partnership Agreement of Blackstone Holdings V, as they may each be amended, supplemented or restated from time to time.

“Blackstone Holdings Partnership Unit” means, collectively, one partnership unit in each of Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III, Blackstone Holdings IV and Blackstone Holdings V issued under their respective Blackstone Holdings Partnership Agreement.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

“Common Unit” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners having the rights and obligations specified with respect to Common Units in the Blackstone Partnership Agreement.

“General Partner Interest” means the management and ownership interest of the general partner of Blackstone in Blackstone (in its capacity as a general partner without reference to any

I-1

Limited Partner Interest held by it), which is evidenced by General Partner Units, and includes any and all benefits to which a General Partner is entitled as provided in the Blackstone Partnership Agreement, together with all obligations of a General Partner to comply with the terms and provisions of the Blackstone Partnership Agreement.

“General Partner Unit” means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest.

“Limited Partner Interest” means the ownership interest of a Limited Partner in Blackstone, which may be evidenced by Common Units, Special Voting Units or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in the Blackstone Partnership Agreement, including voting rights, together with all obligations of such Limited Partner to comply with the terms and provisions of the Blackstone Partnership Agreement.

“Partnership Interest” means an interest in Blackstone, which shall include the General Partner Interests and Limited Partner Interests.

“Partnership Security” means any equity interest in Blackstone (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in Blackstone), including without limitation, Common Units, Special Voting Units and General Partner Units.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association (including any group, organization, co-tenanacy, plan, board, council or committee), government (including a country, state, county, or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).

“Securities Act” means the U.S. Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“Securities Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“Senior Managing Directors” means those employees of Blackstone, its general partner and their subsidiaries who hold the title of senior managing director as of the date of the consummation of the Initial Offering.

“Special Voting Unit” means a Partnership Interest having the rights and obligations specified with respect to Special Voting Units in the Blackstone Partnership Agreement. For the avoidance of doubt, holders of Special Voting Units, in their capacity as such, shall not be entitled to receive distributions by Blackstone and shall not be allocated income, gain, loss, deduction or credit of Blackstone.

I-2

Table of Contents

		Page
ARTICLE I
DEFINITIONS AND OTHER MATTERS

Section 1.1	Definitions	1
Section 1.2	Definitions Generally	3

ARTICLE II
REGISTRATION RIGHTS

Section 2.1	Demand Registration	3
Section 2.2	Lock-Up Agreements	5
Section 2.3	Registration Procedures	5
Section 2.4	Payment of Registration Expenses	8
Section 2.5	Indemnification by the Partnership	8
Section 2.6	Indemnification by the Covered Person	9
Section 2.7	Conduct of Indemnification Proceedings	9
Section 2.8	Contribution	10
Section 2.9	Participation in Public Offering	10
Section 2.10	Other Indemnification	11
Section 2.11	Cooperation by the Partnership	11
Section 2.12	Parties in Interest	11
Section 2.15	Acknowledgement Regarding the Partnership	11
Section 2.16	Mergers, Recapitalizations, Exchanges or Other Transactions Affecting Registrable Securities	11

ARTICLE III
MISCELLANEOUS

Section 3.1	Term of the Agreement; Termination of Certain Provisions	11
Section 3.2	Amendments; Waiver	12
Section 3.3	Governing Law	12
Section 3.4	Submission to Jurisdiction; Waiver of Jury Trial	12
Section 3.5	Notices	13
Section 3.6	Severability	13
Section 3.7	Specific Performance	14
Section 3.8	Assignment; Successors	14
Section 3.9	No Third-Party Rights	14
Section 3.10	Section Headings	14
Section 3.11	Execution in Counterparts	14

REGISTRATION RIGHTS AGREEMENT

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 Person”).

WHEREAS, the Covered Person is the holder of the Partnership’s common units representing limited partner interests (the “Common Units”); and

WHEREAS, the Partnership desires to provide the Covered Person with registration rights with respect to such Common Units.

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

ARTICLE I
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 the Investor Agreement or in this Section 1.1:

“Agreement” has the meaning ascribed to such term in the Recitals.

“Common Units” has the meaning ascribed to such term in the Recitals.

“Covered Common Units” means the Common Units purchased by the Covered Person pursuant to the Investor Agreement.

“Demand Notice” has the meaning ascribed to such term in Section 2.1(a).

“Demand Registration” has the meaning ascribed to such term in Section 2.1(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“General Partner” means Blackstone Group Management L.L.C., a Delaware limited liability company and the general partner of the Partnership, and any successor general partner thereof.

“Governmental Authority” means any national, local or foreign (including U.S. federal, state or local) or supranational (including European Union) governmental, judicial, administrative or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or authority of competent jurisdiction.

“Indemnified Parties” has the meaning ascribed to such term in Section 2.5.

“Investor Agreement” means that letter agreement dated May , 2007 between the Partnership and .

“NASD” means the National Association of Securities Dealers, Inc.

“Partnership” has the meaning ascribed to such term in the Recitals.

“Public Offering” means an underwritten public offering pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Registrable Securities” means Covered Common Units held by the Covered Person from time to time. For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement covering resales of such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) the third Demand Registration has been effected pursuant to Section 2.1 or (iii) such Registrable Securities cease to be outstanding.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) SEC and securities exchange registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the General Partner and the Partnership (including, without limitation, all salaries and expenses of the officers and employees of the General Partner or the Partnership performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the General Partner or the Partnership and customary fees and expenses for independent certified public accountants retained by the General Partner or the Partnership (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.3(i)), (vii) reasonable fees and expenses of any special experts retained by the General Partner or the Partnership in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Covered Persons, including one counsel for the Covered Person, (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses

relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of-pocket costs and expenses incurred by the General Partner, the Partnership or their appropriate officers in connection with their compliance with Section 2.3(m).

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

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 1.2 Definitions Generally. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein:

(a) the word “or” is not exclusive;

(b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(d) the word “person” means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership or other legal entity or a government or any department or agency thereof or self-regulatory organization; and

(e) all section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement.

ARTICLE II
REGISTRATION RIGHTS

Section 2.1 Demand Registration.

(a) If at any time after the Initial Lockup Date, the Partnership shall receive a written request (a “Demand Notice”) from the Covered Person that the Partnership effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), specifying the information set forth under Section 2.3(j), then the Partnership shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 2.1(e), the

registration under the Securities Act of the Registrable Securities for which the Covered Person has requested registration under this Section 2.1, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that the Partnership shall not be required to effect (x) more than one such Demand Registration in any of the 365-day (or 366-day, if a leap year) periods ending on the first, second and third anniversaries of the Initial Lockup Date and (y) more than three such Demand Registrations in total; and provided further that, without limiting the generality of Section 2.1(e) and notwithstanding anything herein to the contrary, in no event may the number of Registrable Securities to be registered pursuant to a Demand Registration effected prior to the third anniversary of the Initial Lockup Date exceed the Partial Transfer Amount (as defined in the Investor Agreement).

(b) At any time prior to the effective date of the registration statement relating to such registration, the Covered Person may revoke such Demand Registration request by providing a notice to the Partnership revoking such request, provided that such Demand Registration shall count as having been effected for purposes of the first proviso to the first paragraph of Section 2.1 above unless the Covered Person pays all Registration Expenses in connection with such revoked Demand Registration within 30 days of written request therefor by the Partnership.

(c) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Partnership and the Covered Person that, in its view, the number of units of Registrable Securities requested to be included in such registration by the Covered Person, the Partnership and for the account of any other persons exceeds the largest number of units that can be sold without having a material adverse effect on such offering, including the price at which such units can be sold (the “Maximum Offering Size”), the Partnership shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i) first, all Registrable Securities requested to be registered in the Demand Registration by the Covered Person; and

(ii) second, any securities proposed to be registered by the Partnership or any securities proposed to be registered for the account of any other persons, with such priorities among them as the Partnership shall determine.

(d) Upon notice to the Covered Person, the Partnership may postpone effecting a registration pursuant to this Section 2.1 on up to two occasions during any 365 (or 366, in the case of leap year) consecutive day period for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the General Partner shall determine in good faith, based on advice from independent investment bankers, that effecting the registration would materially and adversely affect an offering of securities of the Partnership the preparation of which had then been commenced or (ii) the Partnership is in possession of material non-public information the disclosure of which during the period specified in such notice the General Partner believes in good faith would not be in the best interests of the Partnership.

(e) Notwithstanding any provision in this Section 2.1 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities shall be construed as permitting the Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of the Investor Agreement or any other agreement between the Covered Person and the Partnership or any of its subsidiaries.

Section 2.2 Lock-Up Agreements. If any registration shall be effected in connection with a Public Offering, neither the Partnership, nor any controlling affiliate of the Partnership, nor the Covered Person shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Common Units or other security of the Partnership (except, if applicable, as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Partnership and the lead managing underwriter shall agree and (ii) 180 days following the pricing of the Public Offering.

Section 2.3 Registration Procedures. In connection with any request by the Covered Person that Registrable Securities be registered pursuant to Section 2.1, subject to the provisions of such Section, the paragraphs below shall be applicable:

(a) The Partnership shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Partnership then qualifies or that counsel for the Partnership shall deem appropriate and which form shall be available for the registration of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remai

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