0001564590-16-013745 Sample Contracts

PJT Partners Holdings LP
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”) of PJT Partners Holdings LP (together with its affiliates, “PJT Holdings”), effective as of October 1, 2015 (the “Effective Date”), subject to the consummation of the separation of PJT Partners Inc. from The Blackstone Group L.P. and its affiliates on such date (the “Closing”). Terms specific to you shall be set forth in Schedule A hereto and all restrictive covenants 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, is referred to herein as the “Partnership Agreement.”

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AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PJT PARTNERS HOLDINGS LP
Partnership 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.

PJT PARTNERS HOLDINGS LP RESTRICTED BONUS COMPONENT AGREEMENT
Restricted 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,

AMENDMENT TO PARTNER AGREEMENT
Partner 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 AGREEMENT
Partner 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”).

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