Common use of Reservation of Class A Shares Clause in Contracts

Reservation of Class A Shares. The Class E Limited Partners agree and acknowledge that, in addition to being subject to Section 3.1(g)(v), the exchange rights of holders of Class E Common Units issued on any grant date are conditional upon a sufficient number of Class A Shares being reserved under the Och-Ziff Incentive Plan to satisfy such exchange rights. If the Och-Ziff Incentive Plan does not have the capacity on the relevant grant date (or, in the case of any Conversion Class E-2 Common Units being retained by a Class E Limited Partner pursuant to Section 3.1(e), at the close of business on the Conversion Class E-2 Notice Date) to reserve a sufficient number of Class A Shares then such Class E Common Units shall not become exchangeable unless and until the shareholders of Och-Ziff subsequently approve an amendment to the Och-Ziff Incentive Plan to permit such reservations to be made.