PJT Partners JMP FINANCIAL SERVICES and REAL ESTATE CONFERENCE

PJT Partners JMP FINANCIAL SERVICES AND REAL ESTATE CONFERENCE

September 27, 2016

Notices and Disclaimers

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, benefits resulting from the separation of PJT Partners from The Blackstone Group L.P. (“Blackstone”), the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward- looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should not put undue reliance on any forward-looking statements contained herein. PJT Partners undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2015, as well as the other filings made by PJT Partners with the Securities and Exchange Commission, could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements.

Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) in the statements of operations, financial condition or statements of cash flow of the company. These measures should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP. Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis; Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significant accounting impact of (a) transaction-related equity-based compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off, (b) severance incurred in connection with the spin-off (for periods through the third quarter of 2015), and (c) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”) and the acquisition of PJT Capital LP. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 23 and 28-29 of this presentation. For additional information about our non-GAAP financial measures, see our filings with the Securities and Exchange Commission.

Disclaimers This document is “as is” and is based, in part, on information obtained from other sources. Our use of such information does not imply that we have independently verified or necessarily agree with any of such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of this document. Neither we nor any of our affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and expressly disclaim any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information or any errors or omissions therein. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are subject to change. We undertake no obligations or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.

This document does not constitute an offer to sell or the solicitation of an offer to buy any security, nor does it constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and does not constitute legal, regulatory, accounting or tax advice to the recipient. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report nor should it be construed as such.

Presentation of Information All facts, metrics and other information provided herein are presented as of June 30, 2016 unless otherwise stated.

A Start-Up with Instant Scale

October 1, 2015 30 years Merger and Spin-off; NYSE listing Proven track record with start-up feel

8 offices 411 employees Headquartered in New York, NY 293 Americas, 107 Europe, 11 Asia-Pacific

50 partners 20+ years 39 Americas, 11 Europe Average partner experience

Note: As of 9/15/16. 3 One Firm…Three Business Lines

77 Professionals based in New York 125 Professionals worldwide and London Creditor M&A 5 Offices 20+ Average years of experience across 13 partners Capital 20+ Average years of experience Markets In-Court across 20 partners ~480 Distressed advisory Advisory situations(1) 100% Former Group Heads / Senior Management positions ~$1.8 trillion Total liabilities Private restructured(1) (2) Out- of-Court Capital Markets #1 US Completed Restructuring(3)

Private Secondaries Equity Hedge Real Fund Estate

84 Professionals based in New York, 3,000+ Investor relationships Chicago, Hong Kong, London, San Francisco and Sydney $280 billion+ Raised by Park Hill clients since inception, representing 20+ Average years of experience 225 primary funds(1) across 14 partners #1 Placement Agent(4)

Note: Headcount Data as of 9/15/16. (1) As of 6/30/16. (2) Represents total liabilities restructured by professionals based in New York and London. Certain transactions were previously attributed to the advisory business. (3) Thomson Reuters 1st Half 2016. (4) 2016 Preqin Global Private Equity & Venture Capital Report. 4 Premier Destination for Best-in-Class Talent

WHAT WE VALUE WHAT WE OFFER

Alpha players with:

Content A premier franchise

Client relationships Surrounded by leading talent

Collaboration Difference-making opportunities

Character Long-term value creation

5 Selected Clients Since Spin

Strategic Advisory – 53 transactions announced(1)

Restructuring – $46 billion total liabilities restructured(1)

Park Hill – $21 billion of capital raised by PHG clients, representing 53 primary funds(2)

(1) Thomson Reuters 10/1/15-9/21/16. (2) Internal data as of 6/30/16, 7/1/15-6/30/16. 6 Park Hill: The Leading Intermediary in the Alternative Asset Space

7 Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories

Private Equity Hedge Fund Real Estate Secondary Advisory

> Buyouts > Long/Short Equity > Opportunistic & > LP Fund Portfolios Value-Add > Sector Specific > Global Macro > Fund Recaps > Sector & Regional Operator Strategies > Energy > Event-Driven > Securitizations

> Core/Core+ > Distressed > Structured Finance (Closed & Open-End)

> Special Situations > Commodities > Debt

> Credit-Direct Lending > Credit > JV Programs

> Infrastructure > Multi-strats > Direct Recaps

8 Park Hill: Leading Market Share and Brand Recognition

UNRIVALED SCALE

SPECIALIST MODEL

CONSISTENT PROCESS

FREQUENT MANAGER IDENTIFICATION

GLOBAL REACH

Leading position in Scale enables New cross vertical each vertical allows specialization opportunities cross collaboration

9 Park Hill: Growth Opportunities

> Leveraging investor relationships across Advisory and Park Hill

> Portfolio monetization opportunities

Benefit from PJT Advisory Alignment > Bespoke investment opportunities

> Enhanced real estate capabilities/collaboration

> Continued GP recapitalization and securitization opportunities

> Increased market share resulting from specialist model Build Out Existing Capabilities/Execute on Core Strengths > Expanded breadth of opportunities across all four verticals

10 Restructuring & Special Situations: Market Leadership in Advising Companies and Creditors in Distressed Transactions

11 Restructuring & Special Situations: Global Reach and Unmatched Expertise

Completed Restructurings in more than 30 Countries

OUT-OF-COURT ASSIGNMENTS IN-COURT ASSIGNMENTS CREDITOR ASSIGNMENTS

B T A BANK

12 Restructuring & Special Situations: Significant Industry Expertise and Experience in Key Sectors

Automotive Chemicals Coal Communications Ford Motor Company Dow Corning Arch Coal Clearwire General Motors Specialty Products Holding New World Resources Lightsquared Goodyear Tire & Rubber W.R. Grace & Co. Walter Energy Oi

Consumer Products Energy & Power Financial Services Gaming

CEDC Dynegy Ambac Financial Group Caesars Entertainment Eastman Kodak Edison Mission Energy MBIA re: Bank of America Foxwoods Casino Hostess Brands Energy Future Holdings Northern Rock Mohegan Tribal Gaming

Healthcare Leisure Manufacturing Media

Angiotech Indianapolis Downs Covalent Materials CSN Houston

Pharmaceuticals Los Angeles Dodgers Essar Steel Algoma Relativity Media Four Seasons Healthcare Travelport NewPage Tribune Company M*Modal Municipal Oil & Gas Publishing Real Estate Detroit Energy XXI Cengage Learning Homex Jefferson County Halcón Resources Houghton Mifflin Kerzner International Puerto Rico Samson Resources GateHouse Media IVG Immobilien

Retail Shipping Sovereign Transportation Barneys New York Genco Shipping & Trading Dubai World Delta Air Lines BCBG Max Azria Group ZIM Integrated Shipping Greece GOL J.C. Penney Nautilus Holdings Iceland Kenya Airways

Restructuring & Special Situations: Growth Opportunities

> Enhanced M&A capabilities and industry expertise complement the skillset and business dynamics of Restructuring ‒ Ability to leverage strong industry expertise and relationships and deep Stronger M&A/Capital Markets market insights Advisory Presence ‒ M&A and Capital Markets Advisory leadership provide differentiation vis-à- vis competitors > Advisory relationships facilitate earlier client introductions

> Increases opportunities to expand PE relationships

‒ Sponsor owned businesses represent recurring revenue stream Expanded Sponsor ‒ Eliminates reluctance to do business with a competitor Opportunities ‒ Eliminates concerns about the optics of hiring Blackstone to assist with troubled investments

> Eliminates conflicts with Blackstone’s significant presence within credit, real estate and private equity investing

‒ Passed on numerous substantial assignments due to conflicts Unencumbered > Creates opportunity to transform Blackstone/GSO relationships into a more traditional client/advisor relationship

14 Strategic Advisory: Big Firm Capabilities with Small Firm Feel

15 Strategic Advisory: Breadth of Services & Capabilities

Providing independentM&A and capital M&A markets and capital advisory markets services advisory to corporate services clientsto corporate and raising clients capital and raising from the capital fromprivate the and private public and capital public markets capital markets

M&A Capital Markets Advisory Private Capital Markets

Overview Overview Overview > Serve as advisor to companies, > Serve as advisor to companies, > Serve as placement agent to companies management teams, boards of directors management teams, boards of directors looking to raise private equity, equity- and sponsors on strategic acquisitions, and sponsors regarding the timing, linked or debt capital, including helping the divestitures, and combinations. Provide structuring and process of raising equity company prepare to approach the capital customized M&A and corporate finance and debt capital in the private or public markets, managing all aspects of contact solutions with dedicated Structured markets. with potential investors, and structuring Products team. and negotiating the transaction.

Scope of services includes: Scope of services includes: Scope of services includes: > Mergers & acquisitions > Capital structure advisory > Pre-IPO private capital raises > Joint ventures > Capital markets support to M&A Advisory > Founder/sponsor secondary monetization and Restructuring > Divestitures > Minority/structured equity raises > Capital structure optimization > Takeover defenses > Joint ventures/capital formation > Debt execution assistance > Distressed sales > Dual-track M&A and private placement > Covenant review and assessment > Spin-offs > Acquisition-related PIPEs > Pre-IPO advisory > Asset swaps > Sponsor-style/negotiated PIPEs > IPO advisory

16 An Alpha Play on Advisory

MACRO

Embedded Growth Favorable Long-Term Trends

> Continue to transform the Strategic Advisory > Share/influence of smaller, more focused firms business continues to grow

> Commercial impact of difference makers > M&A an essential corporate tool; activity levels will remain robust > Footprint expansion +

> Enhanced win rate through collaboration with other businesses

17 Early Signs of Progress Against Strategic Initiatives

> Multiple referrals made between businesses to date, a number of which have led to mandates Enhance collaboration among our three businesses to better > Numerous joint mandates currently underway serve clients

> Engaged in Strategic Advisory dialogues with Sponsors and Corporates that would not have occurred pre-spin Capitalize on our significantly expanded > Restructuring and Special Situations involved in significant projects that were addressable market previously denied due to conflicts

> 9 Strategic Advisory partners hired in 2015

Significantly increase the > 2 Strategic Advisory partners and 5 managing directors hired in 1H16 breadth and depth of our Advisory franchise > Advisory backlog continues to build with many new mandates and significant assignments

> Continue to attract top talent at all levels

> Significant success on campus Premier destination for talent

18 Outlook

> Strong momentum across all of our businesses

> Confident in the Firm’s growth prospect for 2016 and beyond

Park Hill Restructuring Strategic Advisory

> Pipeline continues to look strong > Backlog biggest since financial > Meaningful progress in client across Private Equity, Hedge crisis dialogues, new mandates, Fund and Real Estate verticals announced transactions and revenue backlog > Active assignments at highest > Recovery in the Secondary level since spin Advisory business has been > Pipeline continues to build for strong and faster than expected 2017 with 5 new mandates won in the > Significant number of

45 days prior to our 2Q16 transactions expected to close in earnings release the second half of 2016 > Continue to see very high quality bankers to add to the platform

> 2016 revenue from Secondary > Energy / Commodities most Advisory business may well be up active sector though mandates year over year span across industries and geographies

19 Why PJT Partners

1 Differentiated growth strategy

> Market share rather than a market size story

‒ Firm built to grow in any market environment

‒ Generating growth from integrating three highly complementary businesses

‒ Alpha play on substantial Strategic Advisory buildout

2 Potential for operating leverage at scale

3 Management highly aligned with shareholders

20 Financials

21 GAAP Statements of Operations

(Amounts in millions, except per share data)

3 Months Ended 6/30, 6 Months Ended 6/30, Year Ended 12/31, 2016 2015 2016 2015 2015 2014 2013 Revenues Advisory Fees $59.1 $46.6 $140.6 $105.3 $286.0 $271.3 $256.4 Placement Fees 28.7 25.2 60.6 48.3 114.1 127.7 136.7 Interest Income and Other 1.6 0.7 3.4 1.2 5.9 2.1 3.8 Total Revenues $89.3 $72.5 $204.6 $154.8 $405.9 $401.1 $397.0 Expenses Compensation and Benefits $72.0 $60.1 $160.1 $139.8 $315.2 $317.5 $339.8 Occupancy and Related 6.6 8.8 13.0 14.0 32.7 25.6 21.7 Travel and Related 2.8 3.1 5.5 6.4 14.1 13.4 13.7 Professional Fees 6.7 3.0 10.2 5.5 19.8 10.8 12.3 Communications and Information Services 2.6 1.8 4.7 3.2 7.6 7.0 6.8 Depreciation and Amortization 4.0 1.5 7.9 3.0 14.9 7.8 8.8 Other Expenses 4.8 0.7 10.6 4.0 7.6 11.4 7.7 Total Expenses $99.5 $78.9 $212.1 $175.9 $411.9 $393.5 $410.8 Income (Loss) Before Provision for Taxes (10.3) (6.4) (7.5) (21.1) (5.9) 7.5 (13.8) Provision (Benefit) for Taxes (5.5) 0.6 (4.2) 2.0 0.2 3.0 3.4 Net Income (Loss) ($4.7) ($7.0) ($3.3) ($23.1) ($6.2) $4.5 ($17.2) Net Loss Attributable to Redeemable Non-Controlling ($4.4) ($3.2) ($13.8) Interests Net Income (Loss) Attributable to PJT Partners Inc. ($0.3) ($0.1) $7.6 Net Loss Per Share of Class A Common Stock — ($0.02) ($0.00) Basic and Diluted Weighted-Average Shares of Class A Common Stock 18.3 18.3 Outstanding — Basic and Diluted

Note: Totals may not add due to rounding. 22 Reconciliations of GAAP to Non-GAAP Financial Data

ADJUSTED NET INCOME, IF-CONVERTED (Amounts in millions, except per share data)

3 Months Ended 6/30, 6 Months Ended 6/30, 2016 2015 2016 2015 GAAP Net Loss ($4.7) ($7.0) ($3.3) ($23.1) Less: GAAP Provision (Benefit) for Taxes ($5.5) $0.6 ($4.2) $2.0 GAAP Pretax Loss ($10.3) ($6.4) ($7.5) ($21.1)

Adjustments to GAAP Pretax Loss Transaction-Related Compensation Expense (1) $16.0 $11.4 $31.3 $23.3 Amortization of Intangible Assets (2) $2.8 $0.7 $5.6 $1.3 Adjusted Pretax Income $8.5 $5.7 $29.4 $3.5 Adjusted Taxes $1.9 $0.6 $6.5 $1.5 Adjusted Net Income $6.6 $5.0 $22.9 $2.1

If-Converted Adjustments Less: Adjusted Taxes (3) ($1.9) ($6.5) Add: If-Converted Taxes (4) $3.3 $11.4 Adjusted Net Income, If-Converted (5) $5.2 $18.0

GAAP Net Loss Per Share of Class A Common Stock - Basic and ($0.02) ($0.00) Diluted GAAP Weighted-Average Shares of Class A Common 18.3 18.3 Stock Outstanding - Basic and Diluted Adjusted Net Income, If-Converted Per Share (6) $0.14 $0.49 Weighted-Average Shares Outstanding, If-Converted 36.8 36.8

Note: Totals may not add due to rounding. (1) An adjustment has been made for equity-based compensation charges associated with the vesting during the periods presented of awards granted in connection with the Blackstone IPO in 2007 and severance incurred in connection with the spin-off (for periods through the third quarter of 2015). Additionally, for periods after October 1, 2015, the transaction-related equity-based compensation adjustment includes expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off. (2) This adjustment adds back to GAAP Pretax Loss amounts for the amortization of intangible assets which are associated with Blackstone's IPO and amortization related to intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015. (3) Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. (4) Represents taxes on adjusted earnings if all Class A Partnership units of PJT Partners Holdings LP (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of Class A common stock, resulting in all of the Company's income becoming subject to corporate-level tax, considering both current and deferred income tax effects. (5) Not applicable for periods prior to October 1, 2015. (6) Adjusted Net Income, If-Converted Per Share was $0.35 for the three months ended March 31, 2016. 23 Historical Financials – Revenues

($ in millions)

FY 2013-2015 1H15/1H16 2Q15/2Q16

$406 $406 $397 $401 $397 $401

$355 $120 $120 $130 $130 $141 $141 $110

$205

$155 $64

$271 $286 $286 $256 $256 $50 $271 $244 $89 $72 $141 $30 $105 $26 $47 $59

2013 20122014 2015 2013 1H15 1H16 2014 2Q15 2015 2Q16

Advisory Revenues Placement Revenues/Other (1)(1)

Note: Totals may not add due to rounding. (1) Includes interest income and other revenue. 24 Historical Financials – Adj. Compensation and Benefits Expense

($ in millions)

FY 2013-2015 1H15/1H16 2Q15/2Q16

$278 $258 $226

$129 $116

$49 $56

2013 2014 2015 1H15 1H16 2Q15 2Q16 Adj. Comp. / 65% 56% 69% 75% 63% 67% 63% Revenue

Note: See page 28 of this presentation for a reconciliation of GAAP to non-GAAP financial data. 25 Historical Financials – Adjusted Non-Compensation Expense

($ in millions)

FY 2013-2015 1H15/1H16 2Q15/2Q16

$86 $73 $68

$46 $35 $25 $18

2013 2014 2015 1H15 1H16 2Q15 2Q16

Adj. Non- (1) (2) (3) Comp. / 17% 18% 21% 23% 23% 25% 28% Revenue

Note: See page 28 of this presentation for a reconciliation of GAAP to non-GAAP financial data. (1) 2015 Adjusted Non-Compensation Expense includes a number of costs relating to the merger & subsequent spin-off. (2) Non-Compensation Expense for the six months ended June 30, 2016 reflects Caspersen-related charges of approximately $6.8 million. (3) Non-Compensation Expense for the three months ended June 30, 2016 includes approximately $3.1 million in legal and other expenses directly related to the Caspersen matter. 26 Historical Financials – Adjusted Pretax Income

($ in millions)

FY 2013–2015 1H15/1H16 2Q15/2Q16

$101

$71

$42 $29

$9 $4 $6 2013 2014 2015 1H15 1H16 2Q15 2Q16 Adj. Pretax Income 18% 25% 10% 2% 14% 8% 10% Margin

Note: See page 29 of this presentation for a reconciliation of GAAP to non-GAAP financial data. 27 Reconciliations of GAAP to Non-GAAP Financial Data

COMPENSATION AND BENEFITS EXPENSE ($ in millions)

3 Months Ended 6/30, 6 Months Ended 6/30, Year Ended 12/31, 2016 2015 2016 2015 2015 2014 2013

GAAP Compensation and Benefits Expense $72.0 $60.1 $160.1 $139.8 $315.2 $317.5 $339.8 Transaction-Related Adjustments(1) (16.0) (11.4) (31.3) (23.3) (36.9) (91.3) (82.0)

Adjusted Compensation and Benefits Expense $56.0 $48.7 $128.8 $116.4 $278.3 $226.2 $257.8

NON-COMPENSATION EXPENSE ($ in millions)

3 Months Ended 6/30, 6 Months Ended 6/30, Year Ended 12/31, 2016 2015 2016 2015 2015 2014 2013

GAAP Total Expenses $99.5 $78.9 $212.1 $175.9 $411.9 $393.5 $410.8 GAAP Compensation Expense (72.0) (60.1) (160.1) (139.8) (315.2) (317.5) (339.8) Transaction-Related Adjustments(2) (2.8) (0.7) (5.6) (1.3) (10.9) (2.7) (2.7)

Adjusted Non-Compensation Expense $24.8 $18.1 $46.4 $34.8 $85.7 $73.4 $68.3

ADJUSTED PRETAX INCOME ($ in millions)

3 Months Ended 6/30, 6 Months Ended 6/30, Year Ended 12/31, 2016 2015 2016 2015 2015 2014 2013

Income (Loss) Before Provision for Taxes ($10.3) ($6.4) ($7.5) ($21.1) ($5.9) $7.5 ($13.8) Transaction-Related Adjustments Compensation and Benefits(1) 16.0 11.4 31.3 23.3 36.9 91.3 82.0 Non-Compensation(2) 2.8 0.7 5.6 1.3 10.9 2.7 2.7

Adjusted Pretax Income $8.5 $5.7 $29.4 $3.5 $41.9 $101.5 $70.8

Note: Totals may not add due to rounding. (1) See Footnote 1 on previous page. (2) See Footnote 2 on previous page. 29 Share Count

(shares in millions)

5.8 39.8 40.0 36.8 5.9 2.8 30.0 10.1 16.1 20.0 17.2 0.8

10.0 18.0

0.0 Unrestricted Restricted Vested PJT Unvested PJT Unvested RSUs to Fully-Diluted Wtd. Avg. Class A Class A Common Holdings Held by Holdings Held by PJT Employees Shares FD Shares Common Shares Shares Blackstone (1) PJT Executives and Post Spin Outstanding Outstanding Partners (If-Converted)(2) (Treasury Stock Method) (3) Unvested Class A Class A Common Partnership Units Common Lock Up No October 2016 1 year 5.3mm Units 0.6mm Term Restrictions Oct. 2017 – 20% Jan. 2017 – 100% Oct. 2018 – 30% 3.6mm Stay Incentives Oct. 2019 – 50% March 2018 – 100%

0.6mm Units 0.5mm Various through 2021 March 2019 – 100%

1.1mm Note: Totals may not add due to rounding. Various through 2021 (1) Approximately 1% held by Blackstone employees who transferred to PJT. (2) As of June 30, 2016. Assumes all Partnership Units and unvested RSUs are fully converted to Class A Common Stock. Excluded from Fully Diluted Shares Outstanding are 6.5 million unvested Partnership Units in PJT Partners Holdings LP that have yet to satisfy market conditions. (3) Weighted-average for the three months ended June 30, 2016. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the Treasury Stock Method calculation to Class A Common Stock. 30 2Q16 Balance Sheet Highlights

> Debt-free

‒ Undrawn revolver of up to $80 million

> $103 million of cash and cash equivalents

> Net working capital of approximately $133 million