Underwriting AgreementUnderwriting Agreement • November 8th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • New York
Och-Ziff Capital Management Group, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 36,000,000 Class A shares representing Class A limited liability interests of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 5,400,000 additional Class A shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP Dated as of December 14, 2015Limited Partnership Agreement • February 11th, 2016 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP, a Delaware limited partnership (the “Partnership”), is made as of December 14, 2015, by and among Och-Ziff Holding LLC, a Delaware limited liability company, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
Partner Agreement Between OZ Advisors II LP and Wayne CohenPartner Agreement • May 2nd, 2017 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of June 22, 2011 (the “Reallocation Date”) (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors II LP (the “Partnership”) and Wayne Cohen (the “Limited Partner”) with respect to certain matters concerning the reallocation from the Partnership to the Limited Partner of the unvested Class A Common Units described herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreement).
Partner Agreement Between OZ Advisors LP and Jeffrey C. BlockingerPartner Agreement • May 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of June 22, 2011 (the “Reallocation Date”) (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors LP (the “Partnership”) and Jeffrey C. Blockinger (the “Limited Partner”) with respect to certain matters concerning the reallocation from the Partnership to the Limited Partner of the unvested Class A Common Units described herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreement).
Partner Agreement Between OZ Management LP and James LevinPartner Agreement • May 2nd, 2014 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of June 22, 2011 (the “Reallocation Date”) (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Management LP (the “Partnership”) and James Levin (the “Limited Partner”) with respect to certain matters concerning the reallocation from the Partnership to the Limited Partner of the unvested Class A Common Units described herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreement).
FIRST AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 12th, 2009 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This FIRST AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 12, 2009, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (“Parent”), Och-Ziff Holding Corporation, a Delaware corporation (the “Corporation”), Och-Ziff Holding LLC, a Delaware limited liability company (“Holdings”), OZ Management LP, a Delaware limited partnership (“OZ Management”), OZ Advisors LP, a Delaware limited partnership (“OZ Advisors”) (OZ Management and OZ Advisors, together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Operating Group Entities”), OZ Advisors II LP, a Delaware limited partnership (“OZ Advisors II”, and together with the Operating Group Entities, the “Partnerships”), and e
AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP AND SCULPTOR CAPITAL...Merger Agreement • November 8th, 2023 • Sculptor Capital Management, Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2023, is entered into by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors II LP” and, together with Capital LP and Advisors LP, the “Operating Partnerships”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and Subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger S
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLCLimited Liability Company Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, is dated as of November 13, 2007. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
Partner Agreement BetweenPartner Agreement • May 2nd, 2014 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of January 28, 2013 (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors LP (the “Partnership”) and James Levin (the “Limited Partner”) with respect to certain matters concerning (i) the conditional grant by the Partnership to the Limited Partner as of the date hereof (the “Retention Grant Date”) of Class D Common Units under the Amended and Restated Och-Ziff Capital Management Group LLC 2007 Equity Incentive Plan (as amended, modified, supplemented or restated from time to time, the “Plan”) as a retention and long-term compensation award, (ii) the provision for a further conditional grant by the Partnership to the Limited Partner of Class D Common Units under the Plan or a successor plan on or about January 1, 2014 (the “Additional Retention Grant Date”) as an additional element of such retention and long-term compensation award, and (iii) his rights and obligations under the Amended
Omnibus Agreement Between Thomas Sipp and OZ Management LP, OZ Advisors LP and OZ Advisors II LP February 7, 2019Omnibus Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
THIS OMNIBUS AGREEMENT BETWEEN THOMAS SIPP AND OZ MANAGEMENT LP, OZ ADVISORS LP AND OZ ADVISORS II LP (this “Omnibus Agreement”) is entered into as of February 7, 2019, by and among Thomas Sipp (the “Limited Partner”) and each of OZ Management LP (“OZM”), OZ Advisors LP (“OZA”) and OZ Advisors II LP (“OZAII” and, together with OZM and OZA, the “Operating Partnerships”).
Amended and Restated Partner Agreement BetweenPartner Agreement • May 7th, 2020 • Sculptor Capital Management, Inc. • Investment advice
This Amended and Restated Partner Agreement dated as of June 2, 2017 (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors LP (the “Partnership”) and David Levine (the “Limited Partner”) with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership effective as of January 23, 2017 (the “Admission Date”); (ii) conditional grants by the Partnership, OZ Management LP (“OZM”) and OZ Advisors II LP (“OZAII” and, together with the Partnership and OZM, the “Operating Partnerships”) of PSIs to the Limited Partner, pursuant to which the Limited Partner may receive conditional PSI Distributions in a combination of PSI Cash Distributions, including both non-deferred cash (“Current Cash”) and grants of Deferred Cash Interests under the DCI Plan (“Deferred Cash Interests”), and PSI Class D Unit Distributions under the Och-Ziff Capital Management Group LLC 2013 Incentive Plan or a successor
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LPAgreement of Limited Partnership • May 3rd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This First Amendment (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of OZ Advisors II LP (the “Partnership”) dated as of March 1, 2017 (as amended, supplemented or modified from time to time, the “Partnership Agreement”) is dated March 28, 2018 and effective as of February 16, 2018 and made by Och-Ziff Holding LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), with the consent of Daniel S. Och (“DSO”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.
Partner Agreement Between OZ Advisors LP and Jeffrey C. BlockingerPartner Agreement • May 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of December 13, 2011 (the “Reallocation Date”) (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors LP (the “Partnership”) and Jeffrey C. Blockinger (the “Limited Partner”) with respect to certain matters concerning the reallocation from the Partnership to the Limited Partner of the unvested Class A Common Units described herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreement).
CREDIT AND GUARANTY AGREEMENT dated as of September 25, 2020 among SCULPTOR CAPITAL LP, as Borrower, SCULPTOR CAPITAL ADVISORS LP, as a Guarantor, SCULPTOR CAPITAL ADVISORS II LP, as a Guarantor, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO...Credit and Guaranty Agreement • September 25th, 2020 • Sculptor Capital Management, Inc. • Investment advice • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of September 25, 2020, is entered into by and among SCULPTOR CAPITAL LP, a Delaware limited partnership (“Sculptor Capital” or “Borrower”), as borrower, SCULPTOR CAPITAL ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Guarantor, SCULPTOR CAPITAL ADVISORS II LP, a Delaware limited partnership (“Advisors II”), as a Guarantor, CERTAIN OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, the Lenders party hereto from time to time and DELAWARE LIFE INSURANCE COMPANY, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
Partner Agreement Between Sculptor Capital LP and Robert ShafirPartner Agreement • May 6th, 2021 • Sculptor Capital Management, Inc. • Investment advice
This Partner Agreement dated as of March 26, 2021 (this "Agreement") reflects the agreement of Sculptor Capital LP ("Sculptor") and Robert Shafir (the "Limited Partner") with respect to the Withdrawal by the Limited Partner from Sculptor and its Affiliates and certain other arrangements relating to Sculptor, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (collectively, the "Operating Partnerships"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of Sculptor dated as of February 7, 2019 (as amended, modified, supplemented or restated from time to time, the "Limited Partnership Agreement"). This Agreement shall be a "Partner Agreement" (as defined in the Limited Partnership Agreement). Except as otherwise provided herein, this Agreement shall supersede the Limited Partnership Agreement.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP Dated as of March 1, 2017Limited Partnership Agreement • May 2nd, 2017 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), is made as of March 1, 2017, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
Partner Agreement Between OZ Advisors LP and Wayne CohenPartner Agreement • May 2nd, 2017 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of April 15, 2013 (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors LP (the “Partnership”) and Wayne Cohen (the “Limited Partner”) with respect to certain matters concerning (i) the conditional grant by the Partnership to the Limited Partner as of the date hereof (the “Retention Grant Date”) of Class D Common Units under the Amended and Restated Och-Ziff Capital Management Group LLC 2007 Equity Incentive Plan (as amended, modified, supplemented or restated from time to time, the “Plan”) as a retention and long-term compensation award, (ii) the provision for certain Additional Payments (as defined herein) from the Partnership to the Limited Partner as provided herein as an additional element of such retention and long-term compensation award, and (iii) his rights and obligations under the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 1, 2
Partner Agreement Between OZ Advisors II LP and James LevinPartner Agreement • May 2nd, 2017 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement (as amended, modified, supplemented or restated from time to time, this "Agreement") dated as of February 14, 2017 reflects the agreement of OZ Advisors II LP (the "Partnership") and James Levin (the "Limited Partner") with respect to certain matters concerning (i) the conditional grant by the Partnership to the Limited Partner on a date determined by the General Partner that shall be no later than March 1, 2017 (such date, the "Incentive Grant Date") of Class D Common Units under the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (as amended, modified, supplemented or restated from time to time, the "Plan") as a retention and long-term incentive compensation award, (ii) the conditional grant by the Partnership to the Limited Partner on the Incentive Grant Date of Class P Common Units under the Plan as an additional element of such retention and long-term compensation incentive award, and (iii) his rights and obligations under (A) an Amended and Restat
Partner Agreement BetweenPartner Agreement • February 11th, 2016 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of July 11, 2014 (the "Admission Date") (as amended, modified, supplemented or restated from time to time, this "Agreement") reflects the agreement of OZ Management LP (the "Partnership") and David Becker (the "Limited Partner") with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership upon the Admission Date, (ii) the grant by the Partnership to the Limited Partner on the date hereof of one Class D-19 Common Unit (as defined below) under the Och-Ziff Capital Management Group LLC 2013 Incentive Plan or a successor or predecessor plan (such plans, collectively, the "Plan"), (iii) the provision for guaranteed annual bonuses for fiscal years 2014 to 2016 to be made on a subsequent date or dates by the Partnership to the Limited Partner in a combination of additional grants of Class D Common Units ("Guaranteed Bonus Class D Common Units") under the Plan and cash distributions, (iv) the provision for possible perfo
Partner Agreement Between OZ Advisors LP and Thomas SippPartner Agreement • August 2nd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This Partner Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of July 19, 2018 and effective as of May 3, 2018 (the “Admission Date”) reflects the agreement of OZ Advisors LP (the “Partnership”) and Thomas Sipp (the “Limited Partner”) with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership upon the Admission Date; (ii) the grant by the Partnership to the Limited Partner on the Admission Date of one Class D-36 Common Unit (as defined below) under the Och-Ziff Incentive Plan; (iii) the provision for possible performance-based discretionary awards to be made on a subsequent date or dates by the Partnership to the Limited Partner in a combination of (A) additional grants of Class A restricted share units (“RSUs”) under the Och-Ziff Incentive Plan and (B) cash distributions, including both cash (“Current Cash”) and grants of Deferred Cash Interests under the DCI Plan (“Deferred Cash Interes
CLASS B SHAREHOLDERS AGREEMENT dated as of November 13, 2007 among OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC and THE INDIVIDUALS SET FORTH ON THE SIGNATURE PAGES HERETOClass B Shareholders Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
CLASS B SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of November 13, 2007, among the individuals set forth on the signature pages hereto (the “Initial Class B Shareholders” and, collectively with all other Persons who become Class B Shareholders in accordance with this Agreement (including Permitted Transferees), the “Class B Shareholders”), and Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “LLC”). Defined terms used herein have the respective meaning ascribed thereto in Section 1.1.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 2019 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the “Partnership”), is made as of February 7, 2019 (the “Recapitalization Date”), by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
Amended and Restated Partner Agreement Between OZ Advisors LP and James LevinPartner Agreement • May 3rd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This Amended and Restated Partner Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) executed on February 16, 2018 and effective as of January 1, 2018 reflects the agreement of OZ Advisors LP (the “Partnership”) and James Levin (the “Limited Partner”) with respect to certain matters concerning (A) the Limited Partner’s rights and obligations under (i) the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 1, 2017 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”), (ii) the Partner Agreement dated as of November 10, 2010 that was entered into between the Limited Partner and the Partnership in connection with his admission to the Partnership (the “2010 Partner Agreement”), (iii) the Partner Agreement dated as of January 28, 2013 entered into between the Limited Partner and the Partnership (the “2013 Partner Agreement”), (iv) the Partner Agreement dated
Partner Agreement Between OZ Advisors II LP and Robert ShafirPartner Agreement • May 3rd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of March 6, 2018 (as amended, modified, supplemented or restated from time to time, this “Agreement”) between OZ Advisors II LP (the “Partnership”) and Robert Shafir (the “Limited Partner”). This Agreement shall be a “Partner Agreement” (as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 1, 2017 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”)). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Limited Partnership Agreement. References in this Agreement to actions of the General Partner refer to actions of the General Partner acting on behalf of the Partnership.
Partner Agreement Between Sculptor Capital LP and Dava RitcheaPartner Agreement • February 23rd, 2021 • Sculptor Capital Management, Inc. • Investment advice • New York
This Partner Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) dated on or about February 1, 2021 (the “Admission Date”) reflects the agreement of Sculptor Capital LP (the “Partnership”) and Dava Ritchea (the “Limited Partner”) with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership upon the Admission Date; (ii) the grant by the Partnership to the Limited Partner on the Admission Date of 200,000 Class E-5 Common Unit (as defined below) under the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (as amended, modified, supplemented or restated from time to time), or any predecessor or successor plan (the “Sculptor Incentive Plan”); (iii) the provision for possible performance-based discretionary awards to be made on a subsequent date or dates by the Partnership to the Limited Partner in a combination of (A) additional grants of Class A restricted share units (“RSUs”) under the Sculptor Inc
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OCH-ZIFF HOLDING LLCOperating Agreement • August 2nd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Och-Ziff Holding LLC (the “Company”) is made and entered into as of May 3, 2018.
Partner Agreement Between OZ Management LP and Wayne N. CohenPartner Agreement • May 2nd, 2017 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of February 22, 2017 reflects the agreement of OZ Management LP (the “Partnership”) and Wayne N. Cohen (the “Limited Partner”) with respect to certain matters concerning (i) the conditional grant by the Partnership to the Limited Partner on a date determined by the General Partner that shall be no later than March 1, 2017 (such date, the “Incentive Grant Date”) of Class D Common Units under the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (as amended, modified, supplemented or restated from time to time, the “Plan”) as a retention and long-term incentive compensation award, (ii) the conditional grant by the Partnership to the Limited Partner on the Incentive Grant Date of Class P Common Units under the Plan as an additional element of such retention and long-term compensation incentive award, and (iii) his rights and obligations under (A) an Amended and Rest
Partner Agreement Between Sculptor Capital Advisors LP and Thomas SippPartner Agreement • February 23rd, 2021 • Sculptor Capital Management, Inc. • Investment advice
This Partner Agreement dated as of November 8, 2020 (this “Agreement”) reflects the agreement of Sculptor Capital Advisors LP (“Sculptor”) and Thomas Sipp (the “Limited Partner”) with respect to certain matters concerning services to be provided by the Limited Partner to Sculptor and its Affiliates and certain other arrangements relating to Sculptor, Sculptor Capital LP and Sculptor Capital Advisors II LP (collectively, the “Operating Partnerships”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of Sculptor dated as of February 7, 2019 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defined in the Limited Partnership Agreement). Except as otherwise provided herein, this Agreement shall supersede the Limited Partnership Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP August 30, 2019Agreement of Limited Partnership • August 30th, 2019 • Och-Ziff Capital Management Group Inc. • Investment advice • Delaware
This First Amendment (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of OZ ADVISORS II LP, a Delaware limited partnership (the “Partnership”), dated as of February 7, 2019 (as amended, supplemented or modified from time to time, the “Partnership Agreement”) amends the Partnership Agreement as set forth herein. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • August 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
AMENDED AND RESTATED EXCHANGE AGREEMENT (as amended, restated or supplemented, the “Agreement”), dated as of August 1, 2012, by and among the Issuer, Och-Ziff Corp, Och-Ziff Holding, OZ Management, OZ Advisors, OZ Advisors II and the Och-Ziff Limited Partners and Class B Shareholders from time to time party hereto. Defined terms used herein have the respective meanings ascribed thereto in Section 1.1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2019 • Sculptor Capital Management, Inc. • Investment advice • Delaware
AGREEMENT, dated as of [●], by and between Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
FORM OF CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE OCH-ZIFF CAPITAL MANAGEMENT GROUP LLCClass a Restricted Share Unit Award Agreement • February 11th, 2016 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT (this "Award Agreement"), dated as of [ ], is made by and between OZ Management LP, a Delaware limited partnership (the "Company"), and [ ] (the "Participant"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Och-Ziff Capital Management Group LLC 2013 Incentive Plan, as may be amended from time to time (the "Plan"). Where the context permits, references to the Company shall include any successor to the Company.
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • October 12th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This MANAGING DIRECTOR AGREEMENT (this “Agreement”) is made, as of July , 2007, by and between OZ Management LP, a Delaware limited partnership (“OZM”), and (the “Managing Director”). This Agreement shall become effective and operative upon the closing date (the “Effective Date”) of the initial public offering of Och-Ziff Capital Management Group LLC, a Delaware limited liability company and the indirect parent company of OZM (the “Company”), made pursuant to the registration statement on Form S-1 (File No. 333-144256) filed by the Company with the Securities and Exchange Commission on July 2, 2007 (the “IPO”). Prior to the Effective Date, the Principal Agreement between the Managing Director and OZM, dated as of [ ] as amended and in effect from time to time (the “Principal Agreement”), shall continue to govern the relationship between the parties. On the Effective Date, the Principal Agreement shall automatically terminate with immediate effect and without the need for notice by eith
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of August 1, 2012Registration Rights Agreement • August 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time pursuant to the provisions hereof, including the appendixes attached hereto, this “Agreement”), is made and entered into as of August 1, 2012, by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
Partner Agreement BetweenPartner Agreement • May 2nd, 2014 • Och-Ziff Capital Management Group LLC • Investment advice
This Partner Agreement dated as of November 10, 2010 (the “Admission Date”) (as amended, modified, supplemented or restated from time to time, this “Agreement”) reflects the agreement of OZ Advisors II LP (the “Partnership”) and James Levin (the “Limited Partner”) with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership upon the Admission Date, (ii) the grant by the Partnership to the Limited Partner on the date hereof of Class D-4 Common Units (as defined below) under the Amended and Restated Och-Ziff Capital Management Group LLC 2007 Equity Incentive Plan (as amended, modified, supplemented or restated from time to time, the “Plan”), and (iii) his rights and obligations under the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Limited Partnership Agreement”). This Agreement shall be a “Partner Agreement” (as defi
