Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Power and Authority of Board of Directors 13 Section 5.2 Number, Qualification, Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 Section 5.9 Actions of the Board by Written Consent 16 Section 5.10 Meeting by Means of Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Section 5.14 Exculpation and Indemnification 17 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 Reliance by Third Parties 23 ARTICLE VI Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VII

Management and Operation of Business. Section 6.1 Power and Authority of Board of Directors 13 29 Section 5.2 6.2 Number, Qualification, Qualification and Term and of Office of Directors 32 Section 6.3 Election of Directors 14 32 Section 5.3 6.4 Removal 32 Section 6.5 Resignations 33 Section 6.6 Vacancies 15 33 Section 5.4 6.7 Chairman of Meetings 15 33 Section 5.5 Organization 15 6.8 Place of Meetings 33 Section 5.6 Resignations and Removals of Directors 15 6.9 Meetings; Notice 33 Section 5.7 Quorum 15 6.10 Action Without Meeting 34 Section 5.8 Nomination of Directors 16 Section 5.9 Actions of the Board by Written Consent 16 Section 5.10 Meeting by Means of 6.11 Conference Telephone 16 Meetings 34 Section 5.11 6.12 Quorum 34 Section 6.13 Committees 16 34 Section 5.12 Compensation 16 6.14 Alternate Members of Committees 35 Section 5.13 Duties of Officers 6.15 Remuneration 35 Section 6.16 Exculpation, Indemnification, Advances and Directors 16 Insurance 35 Section 5.14 Exculpation and Indemnification 17 Section 5.15 6.17 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 40 Section 5.16 6.18 Certificate of Formation 20 43 Section 5.17 6.19 Officers 20 43 Section 5.18 Business Opportunities 6.20 Duties of Officers and Non-Employee Directors 22 44 Section 5.19 6.21 Reliance by Third Parties 23 ARTICLE VI 44 Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VII6.22 Manager 45

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 28 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 30 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 30 Section 5.4 Meetings 15 Removal 31 Section 5.5 Organization 15 Resignations 31 Section 5.6 Resignations and Removals of Directors 15 Vacancies 31 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 31 Section 5.8 Chairman of Meetings 32 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 32 Section 5.10 Regular Meetings 32 Section 5.11 Special Meetings; Notice 32 Section 5.12 Action Without Meeting by Means of 33 Section 5.13 Conference Telephone 16 Meetings 33 Section 5.11 5.14 Quorum 33 Section 5.15 Committees 16 33 Section 5.12 Compensation 16 5.16 [Reserved] 34 Section 5.13 5.17 Minutes of Committees 34 Section 5.18 Remuneration 34 Section 5.19 Exculpation, Indemnification, Advances and Insurance 34 Section 5.20 Certificate of Formation and Certificate of Domestication 38 Section 5.21 Officers 39 Section 5.22 Duties of Officers and Directors 16 41 Section 5.14 Exculpation and Indemnification 17 5.23 Outside Activities 42 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 5.24 Reliance by Third Parties 23 ARTICLE VI 49 Section 6.1 Records and Accounting 23 49 Section 6.2 Fiscal Year 23 49 Section 6.3 Reports 23 ARTICLE VII49

Management and Operation of Business. Power and Authority of Board of Directors 13 21 Section 5.2 Number, Qualification, Term and Election of Directors 14 23 Section 5.3 Vacancies 15 Appointment of Designated Directors. 24 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 24 Section 5.5 Vacancies 24 Section 5.6 Meetings 25 Section 5.7 Quorum 15 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 16 26 Section 5.9 5.10 Actions of the Board by Written Consent 16 26 Section 5.10 5.11 Meeting by Means of Conference Telephone 16 Section 5.11 Committees 16 26 Section 5.12 Compensation 16 Committees 26 Section 5.13 Duties of Officers and Directors 16 Attorneys; Authorized Signatories 27 Section 5.14 Compensation 27 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Section 5.16 Exculpation and Indemnification 17 28 Section 5.15 5.17 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 30 Section 5.18 Loans and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities and Non-Employee Directors 22 32 Section 5.19 5.21 Reliance by Third Parties 23 ARTICLE VI 33 Section 6.1 Records and Accounting 23 34 Section 6.2 Fiscal Year 23 34 Section 6.3 Reports 23 ARTICLE VIIReports; Confidential Information 34

Management and Operation of Business. Power and Authority of Board of Directors 13 15 Section 5.2 Number, Qualification, Qualification and Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 Section 5.7 Quorum 15 Section 5.8 Nomination Office of Directors 16 Section 5.3 Election of Directors 17 Section 5.4 Removal 17 Section 5.5 Resignations 17 Section 5.6 Vacancies 17 Section 5.7 Nomination of Directors 18 Section 5.8 Chairman of Meetings 18 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 18 Section 5.10 Regular Meetings 18 Section 5.11 Special Meetings; Notice 18 Section 5.12 Action Without Meeting by Means of 18 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 18 Section 5.14 Exculpation and Indemnification 17 Quorum 19 Section 5.15 Committees 19 Section 5.16 Alternate Members of Committees 19 Section 5.17 Minutes of Committees 19 Section 5.18 Remuneration 19 Section 5.19 Exculpation, Indemnification, Advances and Insurance 20 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 23 Section 5.16 5.21 Certificate of Formation 20 23 Section 5.17 5.22 Officers 20 24 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 26 Section 5.19 5.24 Outside Activities 26 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 27 Section 5.26 Consent Rights 27 Section 6.1 Records and Accounting 23 28 Section 6.2 Fiscal Year 23 28 Section 6.3 Reports 23 ARTICLE VII29 Section 7.1 Tax Elections 29 Section 7.2 Withholding 29

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 33 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 36 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 36 Section 5.4 Meetings 15 Removal 36 Section 5.5 Organization 15 Resignations 37 Section 5.6 Resignations and Removals of Directors 15 Vacancies 37 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 37 Section 5.8 Chairman of Meetings 37 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 38 Section 5.10 Regular Meetings 38 Section 5.11 Special Meetings; Notice 38 Section 5.12 Action Without Meeting by Means of 38 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 38 Section 5.14 Exculpation and Indemnification 17 Quorum 38 Section 5.15 Committees 39 Section 5.16 Alternate Members of Committees 39 Section 5.17 Minutes of Committees 39 Section 5.18 Remuneration 39 Section 5.19 Exculpation, Indemnification, Advances and Insurance 40 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 43 Section 5.16 5.21 Certificate of Formation 20 44 Section 5.17 5.22 Officers 20 44 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 47 Section 5.19 5.24 Outside Activities 47 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 48 Section 5.26 Acquisitions by Och-Ziff Holding or Och-Ziff Corp 48 Section 6.1 Records and Accounting 23 49 Section 6.2 Fiscal Year 23 49 Section 6.3 Reports 23 ARTICLE VII49

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 25 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 26 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 26 Section 5.4 Meetings 15 Removal 27 Section 5.5 Organization 15 Resignations 27 Section 5.6 Resignations and Removals of Directors 15 Vacancies 27 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 27 Section 5.8 Chairman of Meetings 27 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 27 Section 5.10 Regular Meetings 28 Section 5.11 Special Meetings; Notice 28 Section 5.12 Action Without Meeting by Means 28 Table of Contents Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 28 Section 5.14 Exculpation and Indemnification 17 Quorum 28 Section 5.15 Committees 28 Section 5.16 Alternate Members of Committees 29 Section 5.17 Minutes of Committees 29 Section 5.18 Remuneration 29 Section 5.19 Exculpation, Indemnification, Advances and Insurance 29 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 32 Section 5.16 5.21 Certificate of Formation 20 32 Section 5.17 5.22 Officers 20 33 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 Directors. 34 Section 5.19 5.24 Outside Activities 35 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 35 Section 5.26 Acquisitions by Och-Ziff Holding 35 Section 6.1 Records and Accounting 23 36 Section 6.2 Fiscal Year 23 36 Section 6.3 Reports 23 ARTICLE VII36

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 31 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 33 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 34 Section 5.4 Meetings 15 Removal 34 Section 5.5 Organization 15 Resignations 34 Section 5.6 Resignations and Removals of Directors 15 Vacancies 34 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 35 Section 5.8 Chairman of Meetings 35 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 35 Section 5.10 Regular Meetings 35 Section 5.11 Special Meetings; Notice 35 Section 5.12 Action Without Meeting by Means of 35 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 36 Section 5.14 Exculpation and Indemnification 17 Quorum 36 Section 5.15 Committees 36 Section 5.16 Alternate Members of Committees 36 Section 5.17 Minutes of Committees 37 Section 5.18 Remuneration 37 Section 5.19 Exculpation, Indemnification, Advances and Insurance 37 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 40 Section 5.16 5.21 Certificate of Formation 20 41 Section 5.17 5.22 Officers 20 41 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 43 Section 5.19 5.24 Outside Activities 44 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 44 Section 5.26 Acquisitions by FIG LLC 45 Section 6.1 Records and Accounting 23 45 Section 6.2 Fiscal Year 23 45 Section 6.3 Reports 23 ARTICLE VII45

Management and Operation of Business. Power and Authority of Board of Directors 13 16 Section 5.2 6.2 Number, Qualification, Qualification and Term and of Office of Directors 17 Section 6.3 Election of Directors 14 17 Section 5.3 6.4 Removal 17 Section 6.5 Resignations 17 Section 6.6 Vacancies 15 17 Section 5.4 6.7 Chairman of Meetings 15 17 Section 5.5 Organization 15 6.8 Place of Meetings 17 Section 5.6 Resignations and Removals of Directors 15 6.9 Meetings; Notice 18 Section 5.7 Quorum 15 6.10 Action Without Meeting 18 Section 5.8 Nomination of Directors 16 Section 5.9 Actions of the Board by Written Consent 16 Section 5.10 Meeting by Means of 6.11 Conference Telephone 16 Meetings 18 Section 5.11 6.12 Quorum 18 Section 6.13 Committees 16 18 Section 5.12 Compensation 16 6.14 Alternate Members of Committees 18 Section 5.13 Duties of Officers 6.15 Remuneration 18 Section 6.16 Exculpation, Indemnification, Advances and Directors 16 Insurance 18 Section 5.14 Exculpation and Indemnification 17 Section 5.15 6.17 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 22 Section 5.16 6.18 Certificate of Formation 20 23 Section 5.17 6.19 Officers 20 23 Section 5.18 Business Opportunities 6.20 Duties of Officers and Non-Employee Directors 22 23 Section 5.19 6.21 Reliance by Third Parties 23 ARTICLE VI 24 Section 6.1 6.22 Manager 24 Section 7.1 Records and Accounting 23 24 Section 6.2 7.2 Fiscal Year 23 25 Section 6.3 7.3 Reports 23 ARTICLE VII25

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 26 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 28 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 28 Section 5.4 Meetings 15 Removal 29 Section 5.5 Organization 15 Resignations 29 Section 5.6 Resignations and Removals of Directors 15 Vacancies 29 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 29 Section 5.8 Chairman of Meetings 30 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 30 Section 5.10 Regular Meetings 30 Section 5.11 Special Meetings; Notice 30 Section 5.12 Action Without Meeting by Means of 31 Section 5.13 Conference Telephone 16 Meetings 31 Section 5.11 5.14 Quorum 31 Section 5.15 Committees 16 31 Section 5.12 Compensation 16 5.16 [Reserved] 32 Section 5.13 5.17 Minutes of Committees 32 Section 5.18 Remuneration 32 Section 5.19 Exculpation, Indemnification, Advances and Insurance 32 Section 5.20 Certificate of Formation and Certificate of Domestication 36 Section 5.21 Officers 37 Section 5.22 Duties of Officers and Directors 16 39 Section 5.14 Exculpation and Indemnification 17 5.23 Outside Activities 40 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 5.24 Reliance by Third Parties 23 ARTICLE VI 46 Section 6.1 Records and Accounting 23 47 Section 6.2 Fiscal Year 23 47 Section 6.3 Reports 23 ARTICLE VII47

Management and Operation of Business. Power and Authority of Board of Directors 13 29 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 31 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 31 Section 5.4 Meetings 15 Removal 32 Section 5.5 Organization 15 Resignations 32 Section 5.6 Resignations and Removals of Directors 15 Vacancies 32 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 33 Section 5.8 Chairman of Meetings 33 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 33 Section 5.10 Regular Meetings 33 Section 5.11 Special Meetings; Notice 33 Section 5.12 Action Without Meeting by Means of 34 Section 5.13 Conference Telephone 16 Meetings 34 Section 5.11 5.14 Quorum 34 Section 5.15 Committees 16 34 Section 5.12 Compensation 16 5.16 [Reserved] 35 Section 5.13 5.17 Minutes of Committees 35 Section 5.18 Remuneration 35 Section 5.19 Exculpation, Indemnification, Advances and Insurance 35 Section 5.20 Certificate of Formation and Certificate of Domestication 40 Section 5.21 Officers 40 Section 5.22 Duties of Officers and Directors 16 42 Section 5.14 Exculpation and Indemnification 17 5.23 Outside Activities 43 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 5.24 Reliance by Third Parties 23 ARTICLE VI 50 Section 6.1 Records and Accounting 23 50 Section 6.2 Fiscal Year 23 50 Section 6.3 Reports 23 ARTICLE VII50

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 33 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 35 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 35 Section 5.4 Meetings 15 Removal 36 Section 5.5 Organization 15 Resignations 36 Section 5.6 Resignations and Removals of Directors 15 Vacancies 36 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 36 Section 5.8 Chairman of Meetings 37 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 37 Section 5.10 Regular Meetings 37 Section 5.11 Special Meetings; Notice 37 Section 5.12 Action Without Meeting by Means of 37 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 38 Section 5.14 Exculpation and Indemnification 17 Quorum 38 Section 5.15 Committees 38 Section 5.16 Alternate Members of Committees 38 Section 5.17 Minutes of Committees 39 Section 5.18 Remuneration 39 Section 5.19 Exculpation, Indemnification, Advances and Insurance 39 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 42 Section 5.16 5.21 Certificate of Formation 20 43 Section 5.17 5.22 Officers 20 43 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 45 Section 5.19 5.24 Outside Activities 46 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 46 Section 5.26 Acquisitions by FIG LLC 47 Section 6.1 Records and Accounting 23 47 Section 6.2 Fiscal Year 23 47 Section 6.3 Reports 23 ARTICLE VII47

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 30 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 32 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 32 Section 5.4 Meetings 15 Removal 33 Section 5.5 Organization 15 Resignations 33 Section 5.6 Resignations and Removals of Directors 15 Vacancies 33 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 33 Section 5.8 Chairman of Meetings 34 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 34 Section 5.10 Regular Meetings 34 Section 5.11 Special Meetings; Notice 34 Section 5.12 Action Without Meeting by Means of 35 Section 5.13 Conference Telephone 16 Meetings 35 Section 5.11 5.14 Quorum 35 Section 5.15 Committees 16 35 Section 5.12 Compensation 16 5.16 [Reserved] 36 Section 5.13 5.17 Minutes of Committees 36 Section 5.18 Remuneration 36 Section 5.19 Exculpation, Indemnification, Advances and Insurance 36 Section 5.20 Certificate of Formation and Certificate of Domestication 40 Section 5.21 Officers 41 Section 5.22 Duties of Officers and Directors 16 43 Section 5.14 Exculpation and Indemnification 17 5.23 Outside Activities 44 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 5.24 Reliance by Third Parties 23 ARTICLE VI 50 Section 6.1 Records and Accounting 23 51 Section 6.2 Fiscal Year 23 51 Section 6.3 Reports 23 ARTICLE VII51

Management and Operation of Business. Power and Authority of Board of Directors 13 17 Section 5.2 Number, Qualification, Qualification and Term and Election of Office of Directors 14 17 Section 5.3 Vacancies 15 Classes of Directors 17 Section 5.4 Meetings 15 Removal 18 Section 5.5 Organization 15 Resignations 19 Section 5.6 Resignations and Removals of Directors 15 Vacancies 19 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 19 Section 5.8 Chairman of Meetings 20 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 20 Section 5.10 Meeting by Means of Conference Telephone 16 Regular Meetings 20 Section 5.11 Committees 16 Special Meetings 20 Section 5.12 Compensation 16 Action Without Meeting 20 Section 5.13 Notice 20 Section 5.14 Meetings by Remote Communication 21 Section 5.15 Quorum 21 Section 5.16 Waiver of Notice 21 Section 5.17 Regulations 21 Section 5.18 Minutes 21 Section 5.19 Remuneration 22 Section 5.20 Reliance by Third Parties 22 Section 5.21 Consent Rights 22 Section 6.1 Exculpation 24 Section 6.2 Indemnification 24 Section 6.3 Duties of Officers and Directors 16 26 Section 5.14 Exculpation and Indemnification 17 Section 5.15 6.4 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 27 Section 5.16 Certificate 6.5 Outside Activities 28 Section 7.1 Designation, Powers 29 Section 7.2 Procedure; Meetings; Quorum 29 Section 7.3 Alternate Members of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 Reliance by Third Parties 23 ARTICLE VI Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VIICommittees 29

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 33 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 36 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 36 Section 5.4 Meetings 15 Removal 36 Section 5.5 Organization 15 Resignations 37 Section 5.6 Resignations and Removals of Directors 15 Vacancies 37 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 37 Section 5.8 Chairman of Meetings 37 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 38 Section 5.10 Regular Meetings 38 Section 5.11 Special Meetings; Notice 38 Section 5.12 Action Without Meeting by Means of 38 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 38 Section 5.14 Exculpation and Indemnification 17 Quorum 38 Section 5.15 Committees 39 Section 5.16 Alternate Members of Committees 39 Section 5.17 Minutes of Committees 39 Section 5.18 Remuneration 39 Section 5.19 Exculpation, Indemnification, Advances and Insurance 40 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 43 Section 5.16 5.21 Certificate of Formation 20 44 Section 5.17 5.22 Officers 20 44 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 47 Section 5.19 5.24 Outside Activities 47 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 48 Section 5.26 Acquisitions by Och-Ziff Holding or Och-Ziff Corp 48 Section 6.1 Records and Accounting 23 49 Section 6.2 Fiscal Year 23 49 Section 6.3 Reports 23 ARTICLE VII49

Management and Operation of Business. Power and Authority of Board of Directors 13 14 Section 5.2 Number, Qualification, Qualification and Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 Section 5.7 Quorum 15 Section 5.8 Nomination Office of Directors 16 Section 5.9 Actions 5.3 Election of the Board by Written Consent 16 Section 5.10 Meeting by Means of Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Section 5.14 Exculpation and Indemnification 5.4 Removal 17 Section 5.5 Resignations 17 Section 5.6 Vacancies 17 Section 5.7 Nomination of Directors 17 Section 5.8 Chairman of Meetings 18 Section 5.9 Place of Meetings 18 Section 5.10 Regular Meetings 18 Section 5.11 Special Meetings; Notice 18 Section 5.12 Action Without Meeting 18 Section 5.13 Conference Telephone Meetings 18 Section 5.14 Quorum 18 Section 5.15 Committees 19 Section 5.16 Alternate Members of Committees 19 Section 5.17 Minutes of Committees 19 Section 5.18 Remuneration 19 Section 5.19 Exculpation, Indemnification, Advances and Insurance 20 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 22 Section 5.16 5.21 Certificate of Formation 20 23 Section 5.17 5.22 Officers 20 24 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 26 Section 5.19 5.24 Outside Activities 26 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 27 Section 5.26 Consent Rights 27 Section 6.1 Records and Accounting 23 28 Section 6.2 Fiscal Year 23 28 Section 6.3 Reports 23 ARTICLE VII28 Section 7.1 Tax Elections 29 Section 7.2 Withholding 29

Management and Operation of Business. Power and Authority of Board of Directors 13 15 Section 5.2 Number, Qualification, Qualification and Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals Office of Directors 15 Section 5.7 Quorum 5.3 Classes of Directors 15 Section 5.8 5.4 Removal 16 Section 5.5 Resignations 17 Section 5.6 Vacancies 17 Section 5.7 Nomination of Directors 16 17 Section 5.8 Chairman of Meetings 17 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 17 Section 5.10 Meeting by Means of Conference Telephone 16 Regular Meetings 17 Section 5.11 Committees 16 Special Meetings 18 Section 5.12 Compensation 16 Action Without Meeting 18 Section 5.13 Notice 18 Section 5.14 Meetings by Remote Communication 18 Section 5.15 Quorum 18 Section 5.16 Waiver of Notice 18 Section 5.17 Regulations 19 Section 5.18 Minutes 19 Section 5.19 Remuneration 19 Section 5.20 Reliance by Third Parties 19 Section 5.21 Consent Rights 20 Section 6.1 Exculpation 21 Section 6.2 Indemnification 21 Section 6.3 Duties of Officers and Directors 16 23 Section 5.14 Exculpation and Indemnification 17 Section 5.15 6.4 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 24 Section 5.16 Certificate 6.5 Outside Activities 24 Section 7.1 Designation, Powers 25 Section 7.2 Procedure; Meetings; Quorum 25 Section 7.3 Alternate Members of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 Reliance by Third Parties 23 ARTICLE VI Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VIICommittees 26

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 13 33 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 35 Section 5.3 Election of Directors 14 Section 5.3 Vacancies 15 35 Section 5.4 Meetings 15 Removal 36 Section 5.5 Organization 15 Resignations 36 Section 5.6 Resignations and Removals of Directors 15 Vacancies 36 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 36 Section 5.8 Chairman of Meetings 37 Section 5.9 Actions Place of the Board by Written Consent 16 Meetings 37 Section 5.10 Regular Meetings 37 Section 5.11 Special Meetings; Notice 37 Section 5.12 Action Without Meeting by Means of 37 Section 5.13 Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Meetings 37 Section 5.14 Exculpation and Indemnification 17 Quorum 38 Section 5.15 Committees 38 Section 5.16 Alternate Members of Committees 38 Section 5.17 Minutes of Committees 38 Section 5.18 Remuneration 38 Section 5.19 Exculpation, Indemnification, Advances and Insurance 39 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 19 Standards of Conduct and Modification of Duties 42 Section 5.16 5.21 Certificate of Formation 20 43 Section 5.17 5.22 Officers 20 43 Section 5.18 Business Opportunities 5.23 Duties of Officers and Non-Employee Directors 22 Directors. 45 Section 5.19 5.24 Outside Activities 46 Section 5.25 Reliance by Third Parties 23 ARTICLE VI 46 Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VII5.26 Acquisitions by FIG LLC. 46