INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2017 • PJT Partners Inc. • Investment advice • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 20[•] between PJT Partners Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
LOAN AGREEMENT (Line of Credit)Loan Agreement • October 13th, 2016 • PJT Partners Inc. • Investment advice • New York
This Loan Agreement (Line of Credit) (the “Agreement”), dated as of October 1, 2015, is executed by and between PJT Partners Holdings LP (“Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:
As of January 1, 2021 David Travin [Home Address] Dear David:Letter Agreement • April 28th, 2022 • PJT Partners Inc. • Investment advice • New York
This letter agreement (“Partner Agreement”) sets forth the standard terms and conditions of your role as a Partner (“Partner”) of PJT Partners Holdings LP (together with its affiliates, “PJT Holdings”), effective as of January 1, 2021 (the “Effective Date”). Terms specific to you shall be set forth in Schedule A hereto and all restrictive covenants pertaining to you are set forth in Schedule B hereto. The Second Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP, dated as of October 1, 2015, as amended, restated or supplemented from time to time, is referred to herein as the “Partnership Agreement.”
TAX RECEIVABLE AGREEMENT dated as of October 1, 2015Tax Receivable Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 1, 2015, is hereby entered into by and among PJT Partners Inc., a Delaware corporation (the “Corporate Taxpayer”), PJT Partners Holdings LP, a Delaware limited partnership (the “Partnership”), and each of the undersigned parties hereto identified as “Limited Partners.”
REGISTRATION RIGHTS AGREEMENT OF PJT PARTNERS INC. Dated as of October 1, 2015Registration Rights Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
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 October 1, 2015, by and among PJT Partners Inc., a Delaware corporation (the “Company”) and the Covered Persons (defined below) from time to time party hereto.
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LP Dated as of October 1, 2015Limited Partnership Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of PJT Partners Holdings LP (the “Partnership”), is made as of October 1, 2015 by and among PJT Partners Inc., a Delaware corporation, as the general partner and the Limited Partners whose names are set forth in the books and records of the Partnership, and, solely to acknowledge its consent and approval of the amendments to the Existing Agreement (as defined below) set forth in this Agreement and to the admission to the Partnership of PJT Partners Inc., as general partner, and to evidence its withdrawal as general partner of the Partnership, New Advisory GP L.L.C., a Delaware limited liability company (the “Former General Partner”).
EMPLOYEE MATTERS AGREEMENT by and among THE BLACKSTONE GROUP L.P. BLACKSTONE HOLDINGS I L.P., NEW ADVISORY GP L.L.C., PJT PARTNERS INC., PJT PARTNERS HOLDINGS LP, PJT CAPITAL LP, and PJT MANAGEMENT, LLC, Dated as of October 1, 2015Employee Matters Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
This Employee Matters Agreement (this “Agreement”) is dated as of October 1, 2015, by and among (i) The Blackstone Group L.P., a Delaware limited partnership (“BX”), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings” and together with BX, collectively, the “Blackstone Parties”), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (“Original PJT GP”), (iv) PJT Partners Inc., a Delaware corporation (“PJT HoldCo”), (v) PJT Partners Holdings LP (“PJT LP”), a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and Original PJT GP (as general partner), (vi) PJT Capital LP, a Delaware limited partnership (“PJTC”), and (vii) PJT Management, LLC, a Delaware limited liability company and the general partner of the PJTC (“PJTM”). Each of the Blackstone Group and the PJT Group (as defined in the Separation Agreement) are sometimes re
PJT PARTNERS INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of October 1, 2015Stockholder Rights Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
This Stockholder Rights Agreement (the “Rights Agreement”), is dated as of October 1, 2015, between PJT Partners Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
TAX MATTERS AGREEMENT by and among THE BLACKSTONE GROUP L.P., BLACKSTONE HOLDINGS I/II GP INC., PJT PARTNERS INC., PJT PARTNERS HOLDINGS LP, STONECO IV CORPORATION, BLACKSTONE LITTLE SPINCO INC., PJT CAPITAL LP, PJT MANAGEMENT, LLC and the Seller...Tax Matters Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of October 1, 2015, by and among THE BLACKSTONE GROUP L.P., a Delaware limited partnership (“BX”), BLACKSTONE HOLDINGS I/II GP INC., a Delaware corporation (“Holdings I/II GP”), PJT PARTNERS INC., a Delaware corporation (“Carbon HoldCo”), PJT PARTNERS HOLDINGS LP, a Delaware limited partnership (“Carbon LP”), STONECO IV CORPORATION, a Delaware corporation (“StoneCo IV”), Blackstone Little SpinCo Inc., a Delaware corporation (“Little SpinCo”), PJT CAPITAL LP, a Delaware limited partnership (“PJTC”), (vi) PJT MANAGEMENT, LLC, a Delaware limited liability company and the general partner of PJTC (“PJTM”) and (vii) the Persons identified as Seller Parties on the signature pages hereto (the “Seller Parties”) (each a “Party” and collectively the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among THE BLACKSTONE GROUP L.P., BLACKSTONE HOLDINGS I L.P., NEW ADVISORY GP L.L.C. PJT PARTNERS INC., and PJT PARTNERS HOLDINGS LP Dated as of October 1, 2015Separation and Distribution Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 1, 2015, by and among (i) The Blackstone Group L.P., a Delaware limited partnership (“BX”), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings” and together with BX, collectively, the “Blackstone Parties”), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (“Original PJT GP”), (iv) PJT Partners Inc., a Delaware corporation (“PJT HoldCo”), and (v) PJT Partners Holdings LP (“PJT LP”), a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and Original PJT GP (as general partner). Each of BX, Blackstone Holdings, Original PJT GP, PJT HoldCo and PJT LP are sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENT BETWEEN BLACKSTONE HOLDINGS I L.P. AND PJT PARTNERS HOLDINGS LP DATED AS OF OCTOBER 1, 2015Transition Services Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2015, by and among Blackstone Holdings I L.P., a Delaware limited partnership (the “Service Provider” or “Blackstone Holdings”), and PJT Partners Holdings LP, a Delaware limited partnership (the “Service Recipient” or “Carbon LP”). Each of the Service Provider and the Service Recipient is sometimes referred to herein as a “Party” and collectively, as the “Parties”. All capitalized terms used in this Agreement but not defined herein shall have the respective meanings set forth in the Separation Agreement (as defined below) or the Transaction Agreement (as defined below), as applicable.
FORM OF EXCHANGE AGREEMENTJoinder Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2015, among PJT Partners Inc., a Delaware corporation, PJT Partners Holdings LP, a Delaware limited partnership, and the Partnership Unitholders (as defined herein) from time to time party hereto.
AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LPPartnership Agreement • February 29th, 2016 • PJT Partners Inc. • Investment advice • Delaware
This Amendment (this “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of PJT Partners Holding LP (the “Partnership”) dated October 1, 2015 (the “Agreement”) is dated as of October 1, 2015. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
REGISTRATION RIGHTS AGREEMENT Dated as of August 27, 2018Registration Rights Agreement • November 21st, 2018 • PJT Partners Inc. • Investment advice • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of August 27, 2018 (this “Agreement”), among PJT Partners Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto pursuant to Section 4.4.
As of October 9, 2014 Paul J. Taubman [Home Address] Dear Paul:Letter Agreement • September 3rd, 2015 • PJT Partners Inc. • Investment advice • New York
This letter agreement (“Partner Agreement”) sets forth the standard terms and conditions of your role as a Partner (“Partner”) following the “Closing” (as defined below). Except as expressly provided below, the terms and conditions of this Partner Agreement shall be conditioned upon the consummation of the “Closing” as defined in the Transaction Agreement (the “Transaction Agreement”) dated as of the date hereof by and among (i) The Blackstone Group, L.P., a Delaware limited partnership (“Blackstone Group”), Blackstone Holdings I L.P., a Delaware limited partnership (“Holdings”), New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Holdings (“New GP” and collectively with Blackstone Group and Holdings, “Blackstone”), (ii) New Advisory L.P., a Delaware limited partnership wholly-owned by Holdings and certain of its Affiliates (as limited partners) and New GP (as general partner) (“New LP”), (iii) PJT Capital LP, a Delaware limited partnership (the
PJT PARTNERS HOLDINGS LP RESTRICTED BONUS COMPONENT AGREEMENTRestricted Bonus Component Agreement • February 29th, 2016 • PJT Partners Inc. • Investment advice
This AGREEMENT (“Agreement”) is entered into as of January __, 2016, by and between PJT Partners Holdings LP, a Delaware limited partnership (the “Partnership”), and _______ (the “Partner”).
As of October 9, 2014 Ji-Yeun Lee [Home Address] Dear Ji-Yeun:Letter Agreement • February 29th, 2016 • PJT Partners Inc. • Investment advice • New York
This letter agreement (“Partner Agreement”) sets forth the standard terms and conditions of your role as a Partner (“Partner”) following the “Closing” (as defined below). The terms and conditions of this Partner Agreement shall be conditioned upon the consummation of the “Closing” as defined in the Transaction Agreement (the “Transaction Agreement”) dated as of the date hereof by and among (i) The Blackstone Group, L.P., a Delaware limited partnership (“Blackstone Group”), Blackstone Holdings I L.P., a Delaware limited partnership (“Holdings”), New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Holdings (“New GP” and collectively with Blackstone Group and Holdings, “Blackstone”), (ii) New Advisory L.P., a Delaware limited partnership wholly-owned by Holdings and certain of its Affiliates (as limited partners) and New GP (as general partner) (“New LP”), (iii) PJT Capital LP, a Delaware limited partnership (the “Partnership”), (iv) PJT Management,
FIRST AMENDMENT TO THE EXCHANGE AGREEMENTExchange Agreement • February 28th, 2024 • PJT Partners Inc. • Investment advice • Delaware
This Amendment (this “Amendment”) to the Exchange Agreement dated as of October 1, 2015, among PJT Partners Inc., a Delaware corporation, PJT Partners Holdings LP, a Delaware limited partnership, and the Partnership Unitholders from time to time party thereto (the “Agreement”) is dated as of January 10, 2024. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
AMENDED AND RESTATED LOAN AGREEMENT (Line of Credit and Term Loan)Loan Agreement • November 2nd, 2018 • PJT Partners Inc. • Investment advice • New York
This Amended and Restated Loan Agreement (Line of Credit and Term Loan) (the “Agreement”), dated as of October 1, 2018, is executed by and between PJT Partners Holdings LP (“Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:
renewal AGREEMENTRenewal Agreement • February 27th, 2020 • PJT Partners Inc. • Investment advice
This Renewal Agreement (this “Agreement”), dated as of February 4, 2020 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
TRANSACTION AGREEMENT by and among THE BLACKSTONE GROUP L.P., BLACKSTONE HOLDINGS I L.P., NEW ADVISORY GP L.L.C., NEW ADVISORY L.P., PJT CAPITAL LP, PJT MANAGEMENT, LLC, PAUL J. TAUBMAN and THE LIMITED PARTNERS LISTED ON THE SIGNATURE PAGES HEREOF...Transaction Agreement • September 3rd, 2015 • PJT Partners Inc. • Investment advice • Delaware
This TRANSACTION AGREEMENT is dated as of October 9, 2014 (this “Agreement”) and is by and among (i) The Blackstone Group L.P., a Delaware limited partnership (“Blackstone Group”), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (“Blackstone Holdings”), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (together with Blackstone Holdings, collectively, “Blackstone” and Blackstone, together with the Blackstone Group, collectively, the “Blackstone Parties”), (iv) New Advisory L.P., a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and New Advisory GP L.L.C. (as general partner) (the “Acquirer”), (v) PJT Capital LP, a Delaware limited partnership (the “Partnership”), (vi) PJT Management, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), (vii) Mr. Paul J. Taubman (the “Founder”) an
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LPLimited Partnership Agreement • May 4th, 2018 • PJT Partners Inc. • Investment advice • Delaware
This Third Amendment (this “Amendment”), dated as of January 1, 2018 to the Second Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP (the “Partnership”) dated October 1, 2015, as amended (the “Agreement”) is made by PJT Partners Inc., a Delaware Corporation (the “General Partner”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
RENEWAL AGREEMENTRenewal Agreement • May 3rd, 2023 • PJT Partners Inc. • Investment advice
This Renewal Agreement (this “Agreement”), dated as of February 7, 2023 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER by and among CAMBERVIEW PARTNERS HOLDINGS, LLC, PJT PARTNERS INC. (EXCEPT FOR PURPOSES OF ARTICLE II AND ARTICLE III), PJT PARTNERS HOLDINGS LP, BLUE MERGER SUB LLC and CC CVP PARTNERS HOLDINGS, L.L.C., AS THE...Agreement and Plan of Merger • November 2nd, 2018 • PJT Partners Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 27, 2018 (this “Agreement”), by and among CamberView Partners Holdings, LLC, a Delaware limited liability company (the “Company”), except for purposes of Article II and Article III, PJT Partners Inc., a Delaware corporation (“Parent”), PJT Partners Holdings LP, a Delaware limited partnership (“Purchaser”), Blue Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) and solely in its capacity as the Securityholder Representative (as defined below), CC CVP Partners Holdings, L.L.C., a Delaware limited liability company (“Securityholder Representative”).
RENEWAL AGREEMENTRenewal Agreement • April 28th, 2022 • PJT Partners Inc. • Investment advice
This Renewal Agreement (this “Agreement”), dated as of April 25, 2022 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LPLimited Partnership Agreement • February 28th, 2017 • PJT Partners Inc. • Investment advice • Delaware
This Amendment (this “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of PJT Partners Holding LP (the “Partnership”) dated October 1, 2015 (the “Agreement”) is dated as of October 12, 2016. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
AMENDMENT TO PARTNER AGREEMENTPartner Agreement • February 29th, 2016 • PJT Partners Inc. • Investment advice
This Amendment to Partner Agreement (this “Amendment”) is entered into as of October 1, 2015, by and between PJT Partners Holdings LP (the “PJT Holdings”) and Ji-Yeun Lee (the “Partner”).
AMENDMENT TO PARTNER NON-COMPETITION AND NON-SOLICITATION AGREEMENTPartner Non-Competition and Non-Solicitation Agreement • February 29th, 2016 • PJT Partners Inc. • Investment advice
This Amendment to Partner Non-Competition and Non-Solicitation Agreement (this “Amendment”) is entered into as of October 1, 2015, by and between PJT Partners Holdings LP (the “PJT Holdings”) and Ji-Yeun Lee (the “Partner”).
EXCHANGE AGREEMENTExchange Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of October 1, 2015, among PJT Partners Inc., a Delaware corporation, PJT Partners Holdings LP, a Delaware limited partnership, and the Partnership Unitholders (as defined herein) from time to time party hereto.
renewal AGREEMENTRenewal Agreement • October 31st, 2017 • PJT Partners Inc. • Investment advice
This Renewal Agreement (this “Agreement”), dated as of October 30, 2017 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
renewal AND MODIFICATION AGREEMENTRenewal and Modification Agreement • February 26th, 2021 • PJT Partners Inc. • Investment advice • New York
This Renewal and Modification Agreement (this “Agreement”), dated as of February 1, 2021 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
renewal AGREEMENTRenewal Agreement • October 13th, 2016 • PJT Partners Inc. • Investment advice
This Renewal Agreement (this “Agreement”), dated as of October 10, 2016 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
