Common use of Exchanges of Class A Common Units under the Exchange Agreement Clause in Contracts

Exchanges of Class A Common Units under the Exchange Agreement. Notwithstanding anything to the contrary herein, no Limited Partner shall be permitted to exchange any Class A Common Unit pursuant to the Exchange Agreement unless (i) such Class A Common Unit has vested and (ii) such Class A Common Unit satisfies the Book-Up Target at the time of any such exchange (any such Class A Common Units, to the extent they satisfy the conditions in the foregoing clauses (i) and (ii) at the time of such exchange, “Eligible Common Units”). Subject to the foregoing and Section 2.13(g), the Limited Partners shall be eligible to exchange their Eligible Common Units for Class A Shares and/or cash in accordance with and subject to the terms and conditions of the Exchange Agreement to the extent provided in this Section 8.1(b) and the Minimum Retained Ownership Requirements shall not apply to any such exchange or in connection with any Drag-Along Sale, Tag-Along Sale or Sale (any such Eligible Common Unit, on any date on which it is eligible to be exchanged in accordance with this Section 8.1(b), an “Exchangeable Common Unit”): (i) Prior to the final day of the Distribution Holiday, the Exchange Committee, in consultation with the Och-Ziff Board, will have the authority to permit exchanges of Eligible Common Units; provided that any such exchange windows will be made available to all holders of Eligible Common Units on a pro rata basis (any such permitted exchange, an “Exchange Event”). (ii) From the final day of the Distribution Holiday (the “Exchange Rights Effective Date”), if a Limited Partner holds any Common Units that are: (A) Eligible Common Units as of the Exchange Rights Effective Date, then such Eligible Common Units will become eligible for exchange over a period of two years, with one-third of such Eligible Common Units becoming eligible to be exchanged on any Exchange Date following the Exchange Rights Effective Date, two-thirds of such Eligible Common Units (to the extent not already exchanged) being eligible to be exchanged on any Exchange Date following the first anniversary of the Exchange Rights Effective Date, and with any such Eligible Common Units not previously exchanged being eligible to be exchanged on any Exchange Date following the second anniversary of the Exchange Rights Effective Date; and (B) Not Eligible Common Units as of the Exchange Rights Effective Date or are issued after the Exchange Rights Effective Date and that, in either case, become Eligible Common Units after the Exchange Rights Effective Date, then any such Eligible Common Unit will become eligible to be exchanged on any Exchange Date following the later of (i) the date upon which it became an Eligible Common Unit and (ii) the date on which it would have become eligible for exchange pursuant to paragraph (A) above if it had been an Eligible Common Unit as of the Exchange Rights Effective Date.

Exchanges of Class A Common Units under the Exchange Agreement. Notwithstanding anything to the contrary herein, no Limited Partner shall be permitted to exchange any Class A Common Unit pursuant to the Exchange Agreement unless (i) such Class A Common Unit has vested and (ii) such Class A Common Unit satisfies the Book-Up Target at the time of any such exchange (any such Class A Common Units, to the extent they satisfy the conditions in the foregoing clauses (i) and (ii) at the time of such exchange, “Eligible Common Units”). Subject to the foregoing and Section 2.13(g), the Limited Partners shall be eligible to exchange their Eligible Common Units for Class A Shares and/or cash in accordance with and subject to the terms and conditions of the Exchange Agreement to the extent provided in this Section 8.1(b) and the Minimum Retained Ownership Requirements shall not apply to any such exchange or in connection with any Drag-Along Sale, Tag-Along Sale or Sale (any such Eligible Common Unit, on any date on which it is eligible to be exchanged in accordance with this Section 8.1(b), an “Exchangeable Common Unit”): (i) Prior to the final day of the Distribution Holiday, the Exchange Committee, in consultation with the Och-Ziff Board, will have the authority to permit exchanges of Eligible Common Units; provided that any such exchange windows will be made available to all holders of Eligible Common Units on a pro rata basis (any such permitted exchange, an “Exchange Event”). (ii) From the final day of the Distribution Holiday (the “Exchange Rights Effective Date”), if a Limited Partner holds any Common Units that are: (A) Eligible Common Units as of the Exchange Rights Effective Date, then such Eligible Common Units will become eligible for exchange over a period of two years, with one-third of such Eligible Common Units becoming eligible to be exchanged on any Exchange Date following the Exchange Rights Effective Date, two-thirds of such Eligible Common Units (to the extent not already exchanged) being eligible to be exchanged on any Exchange Date following the first anniversary of the Exchange Rights Effective Date, and with any such Eligible Common Units not previously exchanged being eligible to be exchanged on any Exchange Date following the second anniversary of the Exchange Rights Effective Date; and (B) Not Eligible Common Units as of the Exchange Rights Effective Date or are issued after the Exchange Rights Effective Date and that, in either case, become Eligible Common Units after the Exchange Rights Effective Date, then any such Eligible Common Unit will become eligible to be exchanged on any Exchange Date following the later of (i) the date upon which it became an Eligible Common Unit and (ii) the date on which it would have become eligible for exchange pursuant to paragraph (A) above if it had been an Eligible Common Unit as of the Exchange Rights Effective Date.