LOAN AGREEMENT (Line of Credit)Loan Agreement • October 5th, 2015 • 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:
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.
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.
