Common use of Exchange of Och-Ziff Operating Group Units Clause in Contracts

Exchange of Och-Ziff Operating Group Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Och-Ziff Operating Group Partnership Agreements and the Issuer Operating Agreement and to the other provisions of this Agreement, each Och-Ziff Limited Partner shall be entitled to exchange Vested Och-Ziff Operating Group Units held by such Och-Ziff Limited Partner on any Established Exchange Date or, as applicable, Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of Vested Och-Ziff Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) Subject to paragraph (b) below, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group Units to the Och-Ziff Operating Group Partnerships in exchange for the delivery by the Och-Ziff Operating Group Partnerships of a number of Class A Shares equal to the product of such number of Vested Och-Ziff Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) Notwithstanding the provisions of Section 2.1(a)(ii), the Board of Directors of the Issuer may, in its sole and absolute discretion, elect to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the Vested Och-Ziff Operating Group Units surrendered for Exchange for cash (the “Cash Exchange,” and the number of such Vested Och-Ziff Operating Group Units to be so acquired for cash, expressed as a percentage of the total number of such Vested Och-Ziff Operating Group Units surrendered for Exchange, the “Applicable Percentage”). The amount of cash to be paid for the Cash Exchange (the “Cash Amount”) shall equal the Aggregate Value of such surrendered Vested Och-Ziff Operating Group Units multiplied by the Applicable Percentage. If the Board of Directors of the Issuer chooses to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the surrendered Vested Och-Ziff Operating Group Units pursuant to this Section 2.1(b), the Och-Ziff Operating Group Partnerships shall give written notice thereof to such exchanging Och-Ziff Limited Partner on or before the close of business three days prior to Closing, and the number of Class A Shares to be delivered pursuant to Section 2.1(a)(ii) hereof shall be correspondingly reduced. (c) On the date Vested Och-Ziff Operating Group Units are surrendered for exchange, all rights of the exchanging Och-Ziff Limited Partner as holder of such Vested Och-Ziff Operating Group Units, and the Designated Class B Shares shall be automatically cancelled as provided in Section 2.1(e), and such exchanging Och-Ziff Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of the Class A Shares issued in exchange for such Och-Ziff Operating Group Units and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with Section 3.1 of the Issuer Operating Agreement. (d) For the avoidance of doubt, any Exchange shall be subject to the provisions of the Och-Ziff Operating Group Partnership Agreements including applicable vesting provisions, minimum retained ownership requirements and transfer restrictions. (e) In the case of any Exchange, the Designated Class B Shares shall be automatically cancelled on the books and records of the Issuer and such Designated Class B Shares shall have no further rights or privileges and shall no longer be deemed to be outstanding limited liability company interests of the Issuer for any purpose from and after the Exchange Date. The term “Designated Class B Shares” means a number of Class B Shares equal to the Class B Exchange Amount identified and determined as follows:

Exchange of Och-Ziff Operating Group Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Och-Ziff Operating Group Partnership Agreements and the Issuer Operating Agreement and to the other provisions of this Agreement, each Och-Ziff Limited Partner shall be entitled to exchange Vested Och-Ziff Operating Group A Units held by such Och-Ziff Limited Partner on any Established Exchange Date or, as applicable, Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group A Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of Vested Och-Ziff Operating Group A Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) Subject to paragraph (b) below, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group A Units to the Och-Ziff Operating Group Partnerships in exchange for the delivery by the Och-Ziff Operating Group Partnerships of a number of Class A Shares equal to the product of such number of Vested Och-Ziff Operating Group A Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) Notwithstanding the provisions of Section 2.1(a)(ii), the Board of Directors of the Issuer may, in its sole and absolute discretion, elect to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the Vested Och-Ziff Operating Group A Units surrendered for Exchange for cash (the “Cash Exchange,” and the number of such Vested Och-Ziff Operating Group A Units to be so acquired for cash, expressed as a percentage of the total number of such Vested Och-Ziff Operating Group A Units surrendered for Exchange, the “Applicable Percentage”). The amount of cash to be paid for the Cash Exchange (the “Cash Amount”) shall equal the Aggregate Value of such surrendered Vested Och-Ziff Operating Group A Units multiplied by the Applicable Percentage. If the Board of Directors of the Issuer chooses to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the surrendered Vested Och-Ziff Operating Group A Units pursuant to this Section 2.1(b), the Och-Ziff Operating Group Partnerships shall give written notice thereof to such exchanging Och-Ziff Limited Partner on or before the close of business three days prior to Closing, and the number of Class A Shares to be delivered pursuant to Section 2.1(a)(ii) hereof shall be correspondingly reduced. (c) On the date Vested Och-Ziff Operating Group A Units are surrendered for exchange, all rights of the exchanging Och-Ziff Limited Partner as holder of such Vested Och-Ziff Operating Group A Units, and the Designated Class B Shares shall be automatically cancelled as provided in Section 2.1(e), and such exchanging Och-Ziff Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of the Class A Shares issued in exchange for such Och-Ziff Operating Group Units and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with Section 3.1 of the Issuer Operating Agreement. (d) For the avoidance of doubt, any Exchange shall be subject to the provisions of the Och-Ziff Operating Group Partnership Agreements including applicable vesting provisions, minimum retained ownership requirements and transfer restrictions. (e) In the case of any Exchange, the Designated Class B Shares shall be automatically cancelled on the books and records of the Issuer and such Designated Class B Shares shall have no further rights or privileges and shall no longer be deemed to be outstanding limited liability company interests of the Issuer for any purpose from and after the Exchange Date. The term “Designated Class B Shares” means a number of Class B Shares equal to the Class B Exchange Amount identified and determined as follows:

Exchange of Och-Ziff Operating Group Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Och-Ziff Operating Group Partnership Agreements and the Issuer Operating Agreement and to the other provisions of this Agreement, each Och-Ziff Limited Partner shall be entitled to exchange Vested Och-Ziff Operating Group Units held by such Och-Ziff Limited Partner on any Established Exchange Date or, as applicable, Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of Vested Och-Ziff Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, an “"A Exchange”"); or (ii) Subject to paragraph (b) below, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Group Units to the Och-Ziff Operating Group Partnerships in exchange for the delivery by the Och-Ziff Operating Group Partnerships of a number of Class A Shares equal to the product of such number of Vested Och-Ziff Operating Group Units surrendered multiplied by the Exchange Rate (such exchange, a “"B Exchange”"); (b) Notwithstanding the provisions of Section 2.1(a)(ii), the Board of Directors of the Issuer may, in its sole and absolute discretion, elect to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the Vested Och-Ziff Operating Group Units surrendered for Exchange for cash (the “"Cash Exchange,” " and the number of such Vested Och-Ziff Operating Group Units to be so acquired for cash, expressed as a percentage of the total number of such Vested Och-Ziff Operating Group Units surrendered for Exchange, the “"Applicable Percentage”"). The amount of cash to be paid for the Cash Exchange (the “"Cash Amount”") shall equal the Aggregate Value of such surrendered Vested Och-Ziff Operating Group Units multiplied by the Applicable Percentage. If the Board of Directors of the Issuer chooses to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the surrendered Vested Och-Ziff Operating Group Units pursuant to this Section 2.1(b), the Och-Ziff Operating Group Partnerships shall give written notice thereof to such exchanging Och-Ziff Limited Partner on or before the close of business three days prior to Closing, and the number of Class A Shares to be delivered pursuant to Section 2.1(a)(ii) hereof shall be correspondingly reduced. (c) On the date Vested Och-Ziff Operating Group Units are surrendered for exchange, all rights of the exchanging Och-Ziff Limited Partner as holder of such Vested Och-Ziff Operating Group Units, and the Designated Class B Shares shall be automatically cancelled as provided in Section 2.1(e), and such exchanging Och-Ziff Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of the Class A Shares issued in exchange for such Och-Ziff Operating Group Units and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with Section 3.1 of the Issuer Operating Agreement. (d) For the avoidance of doubt, any Exchange shall be subject to the provisions of the Och-Ziff Operating Group Partnership Agreements including applicable vesting provisions, minimum retained ownership requirements and transfer restrictions. (e) In the case of any Exchange, the Designated Class B Shares shall be automatically cancelled on the books and records of the Issuer and such Designated Class B Shares shall have no further rights or privileges and shall no longer be deemed to be outstanding limited liability company interests of the Issuer for any purpose from and after the Exchange Date. The term “"Designated Class B Shares” " means a number of Class B Shares equal to the Class B Exchange Amount identified and determined as follows:

Exchange of Och-Ziff Operating Group Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Och-Ziff Operating Group Partnership Agreements and the Issuer Operating Agreement (or the Issuer’s Organizational Documents in effect following conversion of the Issuer into a corporation) and to the other provisions of this Agreement, each Och-Ziff Limited Partner shall be entitled to exchange Vested Och-Ziff Operating Exchangeable Group Units held by such Och-Ziff Limited Partner on any Established Exchange Date or, as applicable, Quarterly any Post-Distribution Holiday Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Exchangeable Group Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of Vested Och-Ziff Operating Exchangeable Group Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) Subject to paragraph (b) below, an Och-Ziff Limited Partner may surrender Vested Och-Ziff Operating Exchangeable Group Units to the Och-Ziff Operating Group Partnerships in exchange for the delivery by the Och-Ziff Operating Group Partnerships of a number of Class A Shares equal to the product of such number of Vested Och-Ziff Operating Exchangeable Group Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) Notwithstanding the provisions of Section 2.1(a)(ii), the Board of Directors of the Issuer may, in its sole and absolute discretion, elect to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the Vested Och-Ziff Operating Exchangeable Group Units surrendered for Exchange for cash (the “Cash Exchange,” and the number of such Vested Och-Ziff Operating Exchangeable Group Units to be so acquired for cash, expressed as a percentage of the total number of such Vested Och-Ziff Operating Exchangeable Group Units surrendered for Exchange, the “Applicable Percentage”). The amount of cash to be paid for the Cash Exchange (the “Cash Amount”) shall equal the Aggregate Value of such surrendered Vested Och-Ziff Operating Exchangeable Group Units multiplied by the Applicable Percentage. If the Board of Directors of the Issuer chooses to cause the Och-Ziff Operating Group Partnerships to acquire some or all of the surrendered Vested Och-Ziff Operating Exchangeable Group Units pursuant to this Section 2.1(b), the Och-Ziff Operating Group Partnerships shall give written notice thereof to such exchanging Och-Ziff Limited Partner on or before the close of business three days prior to Closing, and the number of Class A Shares to be delivered pursuant to Section 2.1(a)(ii) hereof shall be correspondingly reduced. (c) On the date Vested Och-Ziff Operating Exchangeable Group Units are surrendered for exchange, all rights of the exchanging Och-Ziff Limited Partner as holder of such Vested Och-Ziff Operating Exchangeable Group Units, Units and the Designated Class B Shares shall be automatically cancelled as provided in Section 2.1(e), and such exchanging Och-Ziff Limited Partner shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of the Class A Shares issued in exchange for such Och-Ziff Operating Exchangeable Group Units and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with Section 3.1 of the Issuer Operating AgreementAgreement (or in accordance with any applicable provisions of the Issuer’s Organizational Documents in effect following conversion of the Issuer into a corporation). (d) For the avoidance of doubt, any Och-Ziff Limited Partner’s Exchange Rights shall be subject to the provisions of the Och-Ziff Operating Group Partnership Agreements and any applicable Partner Agreement, including applicable vesting provisions, minimum retained ownership requirements provisions and transfer restrictions. Further, the Issuer shall cause each of the Och Ziff Operating Group Partnerships to have in effect an election under Section 754 of the Code for the taxable year of any Exchange. (e) In the case of any Exchange, the Designated Class B Shares shall be automatically cancelled on the books and records of the Issuer and such Designated Class B Shares shall have no further rights or privileges and shall no longer be deemed to be outstanding limited liability company interests of the Issuer for any purpose from and after the Exchange Date. The term “Designated Class B Shares” means a number of Class B Shares equal to the Class B Exchange Amount identified and determined as follows: