Common use of Class B Shareholders Agreement; Proxy Clause in Contracts

Class B Shareholders Agreement; Proxy. (A) Each Individual Limited Partner agrees that, if he is issued Class B Shares at a time when he is not a party to the Class B Shareholders Agreement, then simultaneously with such issuance of Class B Shares, he shall execute either (A) if the Class B Shareholders Agreement has not been terminated as of the date of such issuance, a joinder providing for him to become a party to, and bound by, the Class B Shareholders Agreement, or (B) if the Class B Shareholders Agreement has been terminated as of the date of such issuance, a separate instrument pursuant to which he agrees to be bound by the terms of the proxy set forth in Section 2.3(b) of the Class B Shareholders Agreement, as amended pursuant to the Governance Agreement (the “Voting Holiday Proxy”). (B) In the event that the Voting Holiday Proxy ceases to be effective prior to the end of the Voting Holiday (as defined in the Governance Agreement), each holder of Corresponding Class B Shares (as defined in the Governance Agreement) hereby irrevocably constitutes and appoints the Chief Executive Officer and the Chief Financial Officer of Och-Ziff as the sole and exclusive attorneys-in-fact and proxies of such Class B Shareholder, each of them with the power to act alone and with full power of substitution and resubstitution, on the same terms and to the same extent as if the Voting Holiday Proxy had remained in effect, with the proxy under this Section 3.1(n)(iv)(B) to then remain in effect until the end of the Voting Holiday.