0001193125-15-286966 Sample Contracts

FORM OF TAX RECEIVABLE AGREEMENT dated as of
Tax Receivable Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 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.”

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FORM OF REGISTRATION RIGHTS AGREEMENT OF PJT PARTNERS INC. Dated as of , 2015
Registration Rights Agreement • August 12th, 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 , 2015, by and among PJT Partners Inc., a Delaware corporation (the “Company”) and the Covered Persons (defined below) from time to time party hereto.

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FORM OF SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LP Dated as of , 2015
Limited Partnership Agreement • August 12th, 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 [●], 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.

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FORM OF 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 , 2015
Employee Matters Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

This Employee Matters Agreement (this “Agreement”) is dated as of , 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 referred to

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PJT PARTNERS INC. AND as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of [●], 2015
Stockholder Rights Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

This Stockholder Rights Agreement (the “Rights Agreement”), is dated as of [●], 2015, between PJT Partners Inc., a Delaware corporation (the “Company”), and [●] (the “Rights Agent”).

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FORM OF 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, PJT CAPITAL LP, PJT MANAGEMENT, LLC and the Seller Parties (as defined herein)...
Tax Matters Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of , 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”), , 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”).

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FORM OF 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 [●], 2015
Separation and Distribution Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 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”.

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FORM OF TRANSITION SERVICES AGREEMENT BETWEEN BLACKSTONE HOLDINGS I L.P. AND PJT PARTNERS HOLDINGS LP DATED AS OF , 2015
Transition Services Agreement • August 12th, 2015 • PJT Partners Inc. • Investment advice • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of , 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.

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FORM OF EXCHANGE AGREEMENT
Joinder 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.

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