Common use of OZAII Class P Unit Grant Clause in Contracts

OZAII Class P Unit Grant. Class P-__ Common Units in OZAII. Grant Date: ____________________. The Class P Common Units constituting each of your Class P Unit Grants are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein. You agree that your retention of the Class P Common Units constituting your Class P Unit Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs (including your Partner Agreements, if applicable) and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that you receive the Class P Common Units subject to the terms and conditions of the LPAs. This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs). Please sign this Award Agreement in the space provided below to confirm your Class P Unit Grants and return a copy at your earliest convenience. Acknowledged and agreed as of the date set forth above: Name: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its General Partner By: Name: Title: Exhibit C: Unit Designation of the Class A Cumulative Preferred Units Exhibit D: Form of Conversion Election Notice CONVERSION ELECTION NOTICE To: Och-Ziff Holding Corporation Och-Ziff Holding LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: __________ The undersigned holder of Class D Common Units in OZ Management LP (“OZM”), OZ Advisors LP (“XXX”) and OZ Advisors II LP (“OZAII” and, together with OZM and XXX, the “Partnerships”) hereby irrevocably makes the election specified below in accordance with Section 3.1(e) of the limited partnership agreement of each of the Partnerships (as amended or supplemented from time to time, the “LPAs”) dated as of February 7, 2019 (the “Recapitalization Date”). All capitalized terms used in this Conversion Election Notice (this “Election Notice”) and not otherwise defined herein shall have the respective meanings ascribed thereto in the LPAs. The undersigned hereby acknowledges, represents, warrants and agrees that: (i) on the Recapitalization Date, each Class D Common Unit of the undersigned (the “Pre-Merger Class D Common Units”) was converted into one Conversion Class D Common Unit and one Conversion Class E-2 Common Unit (the “Conversion Units”); (ii) the undersigned has the right to elect to either: (A) retain all of such Conversion Class D Common Units or (B) retain all of such Conversion Class E-2 Common Units but that, following the Conversion Class E-2 Notice Date, the undersigned shall solely retain either the Conversion Class D Common Units or solely retain the Conversion Class E-2 Common Units and the Conversion Units that the undersigned does not elect to retain will be automatically cancelled as of the close of business on the Conversion Class E-2 Notice Date as provided in Section 3.1(e) of each of the LPAs; (iii) the undersigned has, and at the date of election will have, the full right, power and authority to elect which class of Conversion Units to retain as provided herein; and (iv) the undersigned has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such election. The Conversion Units that will be retained by the undersigned as of the Conversion Class E-2 Notice Date pursuant to this Election Notice are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein, and the undersigned hereby agrees and acknowledges that the retention of such Conversion Units is subject to, and conditional on, compliance with the conditions specified in the LPAs. If the undersigned retains the Conversion Class D Common Units, they remain subject to the same vesting schedule as the Pre-Merger Class D Common Units. For a description of the vesting terms applicable to the Conversion Class E-2 Common Units, see Exhibit E-2 of the respective LPA. In addition, the undersigned hereby agrees and acknowledges that retention of the applicable class of Conversion Units is subject to, and conditional on, the undersigned’s execution and delivery to OZM of a Consent to Recapitalization, substantially in the form attached hereto as Annex A (the “Consent to Recapitalization”) (and, if applicable, the delivery of a substantially similar Consent to Recapitalization with respect to any of the undersigned’s Related Trusts (as defined in the Consent to Recapitalization) and, if the undersigned is a Related Trust, the applicable Individual Limited Partner). The undersigned hereby elects to retain: All Conversion Class D Common Units; or All Conversion Class E-2 Common Units. Name of Holder: Dated: (Signature of Holder) (Street Address) (City) (State) (Zip Code) Annex A Consent to Recapitalization Exhibit E-1

OZAII Class P Unit Grant. Class P-__ P-1 Common Units in OZAII. Grant Date: ____________________. The Class P Common Units constituting each of your Class P Unit Grants are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein. You agree that your retention of the Class P Common Units constituting your Class P Unit Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs (including your Partner Agreements, if applicable) and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that you receive the Class P Common Units subject to the terms and conditions of the LPAs. This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs). Please sign this Award Agreement in the space provided below to confirm your Class P Unit Grants and return a copy at your earliest convenience. Acknowledged and agreed as of the date set forth above: Name: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its General Partner By: Name: Title: Exhibit C: Unit Designation OZ MANAGEMENT LP UNIT DESIGNATION OF THE PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS, POWERS AND DUTIES OF CLASS A CUMULATIVE PREFERRED UNITS OZ MANAGEMENT LP, a Delaware limited partnership (the “Partnership”), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act and the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 14, 2015, as amended from time to time (the “Limited Partnership Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in Och-Ziff Holding Corporation, a Delaware corporation and the Partnership’s general partner (the “General Partner”), the General Partner duly adopted the following resolution, which remains in full force and effect as of the date hereof: RESOLVED, that this Unit Designation of the Class A Cumulative Preferred Units Exhibit D: Form of Conversion Election Notice CONVERSION ELECTION NOTICE To: Och-Ziff Holding Corporation Och-Ziff Holding LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: __________ The undersigned holder of Class D Common Units in OZ Management LP (“OZM”), OZ Advisors LP (“XXX”) and OZ Advisors II LP (“OZAII” and, together with OZM and XXX, the “Partnerships”) hereby irrevocably makes the election specified below in accordance with Section 3.1(e) of the limited partnership agreement of each of the Partnerships (as amended or supplemented from time to time, the “LPAs”) Partnership dated as of February 7October 5, 2019 (the “Recapitalization Date”). All capitalized terms used in this Conversion Election Notice 2016 (this “Election NoticeUnit Designation”) be and not otherwise defined herein shall have the respective meanings ascribed thereto in the LPAs. The undersigned hereby acknowledges, represents, warrants and agrees that: (i) on the Recapitalization Date, each Class D Common Unit of the undersigned (the “Pre-Merger Class D Common Units”) was converted into one Conversion Class D Common Unit and one Conversion Class E-2 Common Unit (the “Conversion Units”); (ii) the undersigned has the right to elect to either: (A) retain all of such Conversion Class D Common Units or (B) retain all of such Conversion Class E-2 Common Units but that, following the Conversion Class E-2 Notice Date, the undersigned shall solely retain either the Conversion Class D Common Units or solely retain the Conversion Class E-2 Common Units and the Conversion Units that the undersigned does not elect to retain will be automatically cancelled is adopted as of the close of business on the Conversion Class E-2 Notice Date as provided in Section 3.1(e) of each of the LPAs; (iii) the undersigned has, and at the date of election will have, the full right, power and authority to elect which class of Conversion Units to retain as provided herein; and (iv) the undersigned has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such election. The Conversion Units that will be retained by the undersigned as of the Conversion Class E-2 Notice Date pursuant to this Election Notice are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein, and the undersigned hereby agrees and acknowledges that the retention of such Conversion Units is subject to, and conditional on, compliance with the conditions specified in the LPAs. If the undersigned retains the Conversion Class D Common Units, they remain subject to the same vesting schedule as the Pre-Merger Class D Common Units. For a description of the vesting terms applicable to the Conversion Class E-2 Common Units, see Exhibit E-2 of the respective LPA. In addition, the undersigned hereby agrees and acknowledges that retention of the applicable class of Conversion Units is subject to, and conditional on, the undersigned’s execution and delivery to OZM of a Consent to Recapitalization, substantially in the form attached hereto as Annex A (the “Consent to Recapitalization”) (and, if applicable, the delivery of a substantially similar Consent to Recapitalization with respect to any of the undersigned’s Related Trusts (as defined in the Consent to Recapitalization) and, if the undersigned is a Related Trust, the applicable Individual Limited Partner). The undersigned hereby elects to retain: All Conversion Class D Common Units; or All Conversion Class E-2 Common Units. Name of Holder: Dated: (Signature of Holder) (Street Address) (City) (State) (Zip Code) Annex A Consent to Recapitalization Exhibit E-1follows:

OZAII Class P Unit Grant. Class P-__ P-1 Common Units in OZAII. Grant Date: ____________________. The Class P Common Units constituting each of your Class P Unit Grants are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein. You agree that your retention of the Class P Common Units constituting your Class P Unit Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs (including your Partner Agreements, if applicable) and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that you receive the Class P Common Units subject to the terms and conditions of the LPAs. This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs). Please sign this Award Agreement in the space provided below to confirm your Class P Unit Grants and return a copy at your earliest convenience. Acknowledged and agreed as of the date set forth above: Name: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its General Partner By: Name: Title: Exhibit C: Unit Designation OZ ADVISORS II LP UNIT DESIGNATION OF THE PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS, POWERS AND DUTIES OF CLASS A CUMULATIVE PREFERRED UNITS OZ ADVISORS II LP, a Delaware limited partnership (the “Partnership”), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act and the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 14, 2015, as amended from time to time (the “Limited Partnership Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in Och-Ziff Holding LLC, a Delaware limited liability company and the Partnership’s general partner (the “General Partner”), the General Partner duly adopted the following resolution, which remains in full force and effect as of the date hereof: RESOLVED, that this Unit Designation of the Class A Cumulative Preferred Units Exhibit D: Form of Conversion Election Notice CONVERSION ELECTION NOTICE To: Och-Ziff Holding Corporation Och-Ziff Holding LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: __________ The undersigned holder of Class D Common Units in OZ Management LP (“OZM”), OZ Advisors LP (“XXX”) and OZ Advisors II LP (“OZAII” and, together with OZM and XXX, the “Partnerships”) hereby irrevocably makes the election specified below in accordance with Section 3.1(e) of the limited partnership agreement of each of the Partnerships (as amended or supplemented from time to time, the “LPAs”) Partnership dated as of February 7October 5, 2019 (the “Recapitalization Date”). All capitalized terms used in this Conversion Election Notice 2016 (this “Election NoticeUnit Designation”) be and not otherwise defined herein shall have the respective meanings ascribed thereto in the LPAs. The undersigned hereby acknowledges, represents, warrants and agrees that: (i) on the Recapitalization Date, each Class D Common Unit of the undersigned (the “Pre-Merger Class D Common Units”) was converted into one Conversion Class D Common Unit and one Conversion Class E-2 Common Unit (the “Conversion Units”); (ii) the undersigned has the right to elect to either: (A) retain all of such Conversion Class D Common Units or (B) retain all of such Conversion Class E-2 Common Units but that, following the Conversion Class E-2 Notice Date, the undersigned shall solely retain either the Conversion Class D Common Units or solely retain the Conversion Class E-2 Common Units and the Conversion Units that the undersigned does not elect to retain will be automatically cancelled is adopted as of the close of business on the Conversion Class E-2 Notice Date as provided in Section 3.1(e) of each of the LPAs; (iii) the undersigned has, and at the date of election will have, the full right, power and authority to elect which class of Conversion Units to retain as provided herein; and (iv) the undersigned has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such election. The Conversion Units that will be retained by the undersigned as of the Conversion Class E-2 Notice Date pursuant to this Election Notice are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein, and the undersigned hereby agrees and acknowledges that the retention of such Conversion Units is subject to, and conditional on, compliance with the conditions specified in the LPAs. If the undersigned retains the Conversion Class D Common Units, they remain subject to the same vesting schedule as the Pre-Merger Class D Common Units. For a description of the vesting terms applicable to the Conversion Class E-2 Common Units, see Exhibit E-2 of the respective LPA. In addition, the undersigned hereby agrees and acknowledges that retention of the applicable class of Conversion Units is subject to, and conditional on, the undersigned’s execution and delivery to OZM of a Consent to Recapitalization, substantially in the form attached hereto as Annex A (the “Consent to Recapitalization”) (and, if applicable, the delivery of a substantially similar Consent to Recapitalization with respect to any of the undersigned’s Related Trusts (as defined in the Consent to Recapitalization) and, if the undersigned is a Related Trust, the applicable Individual Limited Partner). The undersigned hereby elects to retain: All Conversion Class D Common Units; or All Conversion Class E-2 Common Units. Name of Holder: Dated: (Signature of Holder) (Street Address) (City) (State) (Zip Code) Annex A Consent to Recapitalization Exhibit E-1follows:

OZAII Class P Unit Grant. Class P-__ P-1 Common Units in OZAII. Grant Date: ____________________. The Class P Common Units constituting each of your Class P Unit Grants are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein. You agree that your retention of the Class P Common Units constituting your Class P Unit Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs (including your Partner Agreements, if applicable) and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that you receive the Class P Common Units subject to the terms and conditions of the LPAs. This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs). Please sign this Award Agreement in the space provided below to confirm your Class P Unit Grants and return a copy at your earliest convenience. Acknowledged and agreed as of the date set forth above: Name: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its General Partner By: Name: Title: Exhibit C: Unit Designation OZ ADVISORS LP UNIT DESIGNATION OF THE PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS, POWERS AND DUTIES OF CLASS A CUMULATIVE PREFERRED UNITS OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act and the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 14, 2015, as amended from time to time (the “Limited Partnership Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in Och-Ziff Holding Corporation, a Delaware corporation and the Partnership’s general partner (the “General Partner”), the General Partner duly adopted the following resolution, which remains in full force and effect as of the date hereof: RESOLVED, that this Unit Designation of the Class A Cumulative Preferred Units Exhibit D: Form of Conversion Election Notice CONVERSION ELECTION NOTICE To: Och-Ziff Holding Corporation Och-Ziff Holding LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: __________ The undersigned holder of Class D Common Units in OZ Management LP (“OZM”), OZ Advisors LP (“XXX”) and OZ Advisors II LP (“OZAII” and, together with OZM and XXX, the “Partnerships”) hereby irrevocably makes the election specified below in accordance with Section 3.1(e) of the limited partnership agreement of each of the Partnerships (as amended or supplemented from time to time, the “LPAs”) Partnership dated as of February 7October 5, 2019 (the “Recapitalization Date”). All capitalized terms used in this Conversion Election Notice 2016 (this “Election NoticeUnit Designation”) be and not otherwise defined herein shall have the respective meanings ascribed thereto in the LPAs. The undersigned hereby acknowledges, represents, warrants and agrees that: (i) on the Recapitalization Date, each Class D Common Unit of the undersigned (the “Pre-Merger Class D Common Units”) was converted into one Conversion Class D Common Unit and one Conversion Class E-2 Common Unit (the “Conversion Units”); (ii) the undersigned has the right to elect to either: (A) retain all of such Conversion Class D Common Units or (B) retain all of such Conversion Class E-2 Common Units but that, following the Conversion Class E-2 Notice Date, the undersigned shall solely retain either the Conversion Class D Common Units or solely retain the Conversion Class E-2 Common Units and the Conversion Units that the undersigned does not elect to retain will be automatically cancelled is adopted as of the close of business on the Conversion Class E-2 Notice Date as provided in Section 3.1(e) of each of the LPAs; (iii) the undersigned has, and at the date of election will have, the full right, power and authority to elect which class of Conversion Units to retain as provided herein; and (iv) the undersigned has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such election. The Conversion Units that will be retained by the undersigned as of the Conversion Class E-2 Notice Date pursuant to this Election Notice are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein, and the undersigned hereby agrees and acknowledges that the retention of such Conversion Units is subject to, and conditional on, compliance with the conditions specified in the LPAs. If the undersigned retains the Conversion Class D Common Units, they remain subject to the same vesting schedule as the Pre-Merger Class D Common Units. For a description of the vesting terms applicable to the Conversion Class E-2 Common Units, see Exhibit E-2 of the respective LPA. In addition, the undersigned hereby agrees and acknowledges that retention of the applicable class of Conversion Units is subject to, and conditional on, the undersigned’s execution and delivery to OZM of a Consent to Recapitalization, substantially in the form attached hereto as Annex A (the “Consent to Recapitalization”) (and, if applicable, the delivery of a substantially similar Consent to Recapitalization with respect to any of the undersigned’s Related Trusts (as defined in the Consent to Recapitalization) and, if the undersigned is a Related Trust, the applicable Individual Limited Partner). The undersigned hereby elects to retain: All Conversion Class D Common Units; or All Conversion Class E-2 Common Units. Name of Holder: Dated: (Signature of Holder) (Street Address) (City) (State) (Zip Code) Annex A Consent to Recapitalization Exhibit E-1follows:

OZAII Class P Unit Grant. Class P-__ Common Units in OZAII. Grant Date: ____________________. The Class P Common Units constituting each of your Class P Unit Grants are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein. You agree that your retention of the Class P Common Units constituting your Class P Unit Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs (including your Partner Agreements, if applicable) and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that you receive the Class P Common Units subject to the terms and conditions of the LPAs. This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs). Please sign this Award Agreement in the space provided below to confirm your Class P Unit Grants and return a copy at your earliest convenience. Acknowledged and agreed as of the date set forth above: Name: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS LP By: Och-Ziff Holding Corporation, its General Partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its General Partner By: Name: Title: Exhibit C: Unit Designation of the Class A Cumulative Preferred Units Exhibit D: Form 4.1 EXECUTION VERSION OZ MANAGEMENT LP UNIT DESIGNATION OF THE PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS, POWERS AND DUTIES OF CLASS A CUMULATIVE PREFERRED UNITS OZ MANAGEMENT LP, a Delaware limited partnership (the “Partnership”), pursuant to the provisions of Conversion Election Notice CONVERSION ELECTION NOTICE To: the Delaware Revised Uniform Limited Partnership Act and the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 7, 2019, as amended from time to time (the “Limited Partnership Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in Och-Ziff Holding Corporation Och-Ziff Holding LLC 0 Xxxx 00xx Xxxxxx Xxx XxxxCorporation, XX 00000 Attention: __________ The undersigned holder of Class D Common Units in OZ Management LP a Delaware corporation and the Partnership’s general partner (the “OZMGeneral Partner”), OZ Advisors LP (“XXX”) the General Partner duly adopted the following resolution, which remains in full force and OZ Advisors II LP (“OZAII” and, together with OZM and XXX, the “Partnerships”) hereby irrevocably makes the election specified below in accordance with Section 3.1(e) effect as of the limited partnership agreement of each date hereof: RESOLVED, that this Unit Designation of the Partnerships (as amended or supplemented from time to time, Class A Cumulative Preferred Units of the “LPAs”) Partnership dated as of February 7, 2019 (the “Recapitalization Date”). All capitalized terms used in this Conversion Election Notice (this “Election NoticeUnit Designation”) be and not otherwise defined herein shall have the respective meanings ascribed thereto in the LPAs. The undersigned hereby acknowledges, represents, warrants and agrees that: (i) on the Recapitalization Date, each Class D Common Unit of the undersigned (the “Pre-Merger Class D Common Units”) was converted into one Conversion Class D Common Unit and one Conversion Class E-2 Common Unit (the “Conversion Units”); (ii) the undersigned has the right to elect to either: (A) retain all of such Conversion Class D Common Units or (B) retain all of such Conversion Class E-2 Common Units but that, following the Conversion Class E-2 Notice Date, the undersigned shall solely retain either the Conversion Class D Common Units or solely retain the Conversion Class E-2 Common Units and the Conversion Units that the undersigned does not elect to retain will be automatically cancelled is adopted as of the close of business on the Conversion Class E-2 Notice Date as provided in Section 3.1(e) of each of the LPAs; (iii) the undersigned has, and at the date of election will have, the full right, power and authority to elect which class of Conversion Units to retain as provided herein; and (iv) the undersigned has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such election. The Conversion Units that will be retained by the undersigned as of the Conversion Class E-2 Notice Date pursuant to this Election Notice are subject to the terms and conditions of the LPAs, including, but not limited to, the vesting and forfeiture terms set forth therein, and the undersigned hereby agrees and acknowledges that the retention of such Conversion Units is subject to, and conditional on, compliance with the conditions specified in the LPAs. If the undersigned retains the Conversion Class D Common Units, they remain subject to the same vesting schedule as the Pre-Merger Class D Common Units. For a description of the vesting terms applicable to the Conversion Class E-2 Common Units, see Exhibit E-2 of the respective LPA. In addition, the undersigned hereby agrees and acknowledges that retention of the applicable class of Conversion Units is subject to, and conditional on, the undersigned’s execution and delivery to OZM of a Consent to Recapitalization, substantially in the form attached hereto as Annex A (the “Consent to Recapitalization”) (and, if applicable, the delivery of a substantially similar Consent to Recapitalization with respect to any of the undersigned’s Related Trusts (as defined in the Consent to Recapitalization) and, if the undersigned is a Related Trust, the applicable Individual Limited Partner). The undersigned hereby elects to retain: All Conversion Class D Common Units; or All Conversion Class E-2 Common Units. Name of Holder: Dated: (Signature of Holder) (Street Address) (City) (State) (Zip Code) Annex A Consent to Recapitalization Exhibit E-1follows: