PURCHASE AGREEMENT
Exhibit
7
PURCHASE
AGREEMENT (this “Agreement”), dated as of November 13, 2007, by and among
OZ Management LP, a Delaware limited partnership (“OZM”), OZ Advisors LP,
a Delaware limited partnership (“XXX”), OZ Advisors II LP, a Delaware
limited partnership (“XXX XX” and together with OZM and XXX, the “OZ
Partnerships”), Och-Ziff Holding Corporation, a Delaware corporation
("Och-Ziff Corp"), Och-Ziff Holding LLC, a Delaware limited liability
company ("Och-Ziff Holding" and together with Och-Ziff Corp, the
"Holding Entities"), and each of the other persons listed on the
signature pages hereto (collectively, the “OZ Limited
Partners”). Defined terms used herein have the respective meaning
ascribed thereto in Section 1.1.
WHEREAS,
each OZ Limited Partner is a limited partner of one or more OZ Partnership
and
is the holder of Operating Group A Units in such OZ Partnerships;
WHEREAS,
in connection with the IPO and pursuant to the Underwriting Agreement, the
Company has agreed to issue and sell to the Underwriters, and the Underwriters
have agreed to purchase from the Company, an aggregate of 36,000,000 Class
A Shares (the “Firm Shares”) and, at the election of the Underwriters, up
to 5,400,000 additional Class A Shares (the “Optional Shares” and
together with the Firm Shares, the “IPO Shares”);
WHEREAS,
in connection with the DIC Sahir Sale and pursuant to the SPA, the Company
has
agreed to issue and sell to DIC Sahir, and DIC Sahir has agreed to purchase
from
the Company, an aggregate of 38,138,571 Class A Shares (the “DIC Sahir
Shares” and together with the IPO Shares, the “Shares”);
WHEREAS,
the Company will immediately contribute all of the proceeds received from
the
issuance and sale of the IPO Shares, net of underwriting discounts and
commissions (the “IPO Proceeds” and, together with the DIC Sahir
Proceeds, the “Transaction Proceeds”), and all of the DIC Sahir Proceeds
to Och-Ziff Corp and Och-Ziff Holding, apportioned between them based on
the
purchase prices for the Operating Group B Units to be purchased by each of
them
with the Transaction Proceeds;
WHEREAS,
immediately thereafter, Och-Ziff Corp will purchase from each of XXX and
OZM,
and Och-Ziff Holding will purchase from OZAII, that number of Operating Group
B
Units, in each case, equal to the aggregate number of Shares issued in the
Transactions;
WHEREAS,
each of the OZ Partnerships desires to use its portion of the Transaction
Proceeds to purchase Operating Group A Units from the OZ Limited Partners
upon
the terms and subject to conditions set forth in this Agreement, and each
OZ
Limited Partner desires to sell Operating Group A Units to each OZ Partnership
upon the terms and subject to the conditions set forth herein; and
WHEREAS,
each OZ Limited Partner (other than the Ziffs) has agreed to initially invest
100% of the after-tax proceeds received by it from the sale of Units pursuant
to
this Agreement in the Funds, and the Ziffs have agreed to invest 50% of the
after-tax proceeds received by it from the sale of Units in certain funds
managed by the OZ Partnerships.
1
NOW,
THEREFORE, in consideration of the mutual covenants and undertakings contained
herein and for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.1 Definitions. As
used in this Agreement, the following terms shall have the following
meanings:
“Agreement”
has the meaning set forth in the recitals to this Agreement.
“Class
A Shares” means Class A shares of the Company representing Class A limited
liability company interests of the Company
“Company”
means Och-Ziff Capital Management Group LLC, a Delaware limited liability
company, the sole stockholder of Och-Ziff Corp and the sole member of Och-Ziff
Holding.
“DIC”
means Dubai International Capital LLC, a limited liability company formed
under
the laws of the Emirate of Dubai.
“DIC
Sahir” means DIC Sahir Limited, a corporation organized under the laws of
the Cayman Islands and a wholly owned subsidiary of DIC.
“DIC
Sahir Proceeds” means the proceeds received by the Company from the DIC
Sahir Sale pursuant to the SPA, less the Financial Advisory Fee.
“DIC
Sahir Purchase Price” means the quotient of the DIC Sahir
Proceeds divided by the number of DIC Sahir Shares sold.
“DIC
Sahir Sale” means the purchase by DIC Sahir of the DIC Sahir Shares from the
Company pursuant to the SPA, which purchase is guaranteed by DIC.
“DIC
Sahir Units” has the meaning set forth in Section 2.3.
“Financial
Advisory Fee” means a fee equal to 2% of the aggregate purchase price paid
by DIC Sahir in the DIC Sahir Sale pursuant to the SPA.
“Firm
Shares” has the meaning set forth in the recitals to this
Agreement.
“Firm
Units” has the meaning set forth in Section 2.1.
“Funds”
means OZ Global Special Investments, L.P. and/or OZ Global Special Investments,
Ltd.
2
“Government
Entity” means any court, administrative agency, regulatory body, commission
or other governmental authority, board, bureau or instrumentality, domestic
or
foreign and any subdivision thereof.
"Holding
Entities" has the meaning set forth in the recitals to this
Agreement.
“IPO”
means the initial public offering and sale of Class A Shares, as contemplated
by
the Company’s Registration Statement on Form S-1 (File No.
333-144256).
“IPO
Proceeds” has the meaning set forth in the recitals to this
Agreement.
“Och-Ziff
Corp” has the meaning set forth in the recitals to this
Agreement.
“Och-Ziff
Holding” has the meaning set forth in the recitals to this
Agreement.
“Och-Ziff
Partnership Agreement” means the Amended and Restated Limited Partnership
Agreement of OZM, the Amended and Restated Limited Partnership Agreement
of XXX
or the Amended and Restated Limited Partnership Agreement of XXX XX, as each
may
be amended, supplemented or restated from time to time.
“Operating
Group A Unit” means one unit of Class A limited partnership interest in OZM,
XXX or XXX XX, as the case may be, issued pursuant to their respective Och-Ziff
Partnership Agreement.
“Operating
Group B Units” means one unit of Class B partnership interest in OZM, XXX or
XXX XX, as the case may be, issued pursuant to their respective Och-Ziff
Partnership Agreement.
“Optional
Shares” has the meaning set forth in the recitals to this
Agreement.
“Optional
Units” means, with respect to each OZ Limited Partner, the number of
Operating Group A Units set forth opposite such OZ Limited Partner’s name on
Schedule A hereto under the “Optional Units” column; provided,
however, that if the Underwriters exercise the Underwriter
Option in
part, but not in full (including in the event the Underwriter Option is
exercised more than one time, in which case this proviso shall apply to each
such exercise), the term Optional Units shall mean, with respect to each
OZ
Limited Partner, the number of Operating Group A Units equal to the product
of
the number of such Units set forth opposite such OZ Limited Partner’s name on
Schedule A under the “Optional Units” column multiplied by a fraction,
the numerator of which is the number of Optional Shares actually purchased
by
the Underwriters pursuant to the Underwriter Option and the denominator of
which
is the aggregate number of Optional Shares subject to the Underwriter
Option.
“OZ
Limited Partners” has the meaning set forth in the recitals to this
Agreement.
“OZ
Partnerships” has the meaning set forth in the recitals to this
Agreement.
“XXX”
has the meaning set forth in the recitals to this Agreement.
“XXX
XX” has the meaning set forth in the recitals to this
Agreement.
3
“OZM”
has the meaning set forth in the recitals to this Agreement.
“Partner
Management Committee” means the Partner Management Committee of each OZ
Partnership as it may be constituted from time to time in accordance with
the
applicable Och-Ziff Partnership Agreement and, which, as of the date hereof,
consists of Messrs. Och, Xxxxxxxxx, Xxxxx, Cohen, Varga, Xxxxx and Xxxxx,
with
Mr. Och serving as Chairman.
“Person”
means any individual, corporation, firm, partnership, joint venture, limited
liability company, estate, trust, business association, organization, Government
Entity or other entity.
“Purchase
Price” means, with respect to each Firm Unit, the dollar amount of the price
paid by the Underwriters per each Firm Share and, with respect to each Optional
Unit, the dollar amount of the price paid by the Underwriters per each Optional
Share, in each case pursuant to the Underwriting Agreement.
"Registration
Statement" means the Company’s Registration Statement on Form S-1 (File No.
333-144256) relating to the initial public offering and sale of Class A
Shares.
“Shares”
has the meaning set forth in the recitals to this Agreement.
“SPA”
means the Securities Purchase and Investment Agreement, dated as of October
29,
2007, by and among the Company, DIC Sahir and DIC.
“Transaction
Proceeds” has the meaning set forth in the recitals hereto.
“Transactions”
means the IPO and the DIC Sahir Sale.
“Underwriter
Option” means the Underwriters’ option to purchase Optional Shares
from the Company pursuant to the Underwriting Agreement.
“Underwriters” means
each Person named as an underwriter in the Underwriting Agreement who is
obligated to purchase Class A Shares pursuant thereto.
“Underwriting
Agreement” means the Underwriting Agreement, dated the date hereof, by
and among the Company and the Underwriters relating to the issuance and sale
of
the Shares in the IPO.
“Units”
means, collectively, the Firm Units, the Optional Units and the DIC Sahir
Units.
“Ziffs”
means Ziff Brothers Investments, L.L.C. and certain of its affiliates and
control persons that constitute OZ Limited Partners.
ARTICLE
II
PURCHASE
AND SALE OF OPERATING GROUP A UNITS
4
Section
2.1 Purchase
and Sale of Firm Units. Subject to the terms and
upon the conditions set forth herein, each OZ Limited Partner agrees to sell
to
each OZ Partnership, and each OZ Partnership agrees to purchase from
each OZ Limited Partner, the number of Operating Group A Units in such OZ
Partnership set forth opposite each OZ Limited Partner’s name on
Schedule A under the “Firm Units” column (the “Firm
Units”) at a price per Unit equal to the allocable portion of the Purchase
Price.
Section
2.2 Purchase
and Sale of Optional Units. Subject to the terms and upon the
conditions set forth herein, if the Underwriter Option is exercised in
whole or in part (and upon each such exercise), each OZ Limited Partner agrees
to sell to each OZ Partnership, and each OZ Partnerships agrees to purchase
from
each OZ Limited Partner, the Optional Units at a price per Unit equal to
the allocable portion of the Purchase Price.
Section
2.3 Purchase
and Sale of DIC Sahir Units. Subject to the terms and upon the
conditions set forth herein, each OZ Limited Partner agrees to sell to each
OZ
Partnership, and each OZ Partnership agrees to purchase from each OZ Limited
Partner, the number of Operating Group A Units in such OZ Partnership set
forth
opposite each OZ Limited Partner's name on Schedule A under the "DIC Sahir
Units" column (the "DIC Sahir Units") at a price per Unit equal to the allocable
portion of the DIC Sahir Purchase Price.
Section
2.4 Purchase
and Sale of Operating Group B Units. Subject to the terms and
upon the conditions set forth herein, each of XXX and OZM agrees to sell
to
Och-Ziff Corp, and Och-Ziff Corp agrees to purchase from each of XXX and
OZM, a
number of Operating Group B Units equal to the sum of the number of IPO Shares
actually issued and the number of DIC Sahir Shares sold. Subject to
the terms and conditions set forth herein, XXX XX agrees to sell to Och-Ziff
Holdings, and Och-Ziff Holdings agrees to purchase from XXX XX, a number
of
Operating Group B Units equal to the sum of the number of IPO Shares actually
issued and the number of DIC Sahir Shares sold. The aggregate purchase
price for Operating Group B Units to be purchased pursuant to this Section
2.4
shall equal the Transaction Proceeds, which shall be divided among the OZ
Partnerships based on their relative values.
Section
2.5 Pro
Rata Obligation to Purchase Units. The obligation to purchase
Units pursuant to Sections 2.1, 2.2 and 2.3 above represents a several, and
not
a joint and several, obligation of the OZ Partnerships (on a pro rata
basis), and no OZ Partnership shall have any obligation or right to acquire
the portion of the Operating Group A Units issued by another OZ Partnership;
provided that no OZ Partnership shall be obligated to purchase pursuant
to this Agreement any portion of the Units issued by it unless each OZ
Partnership purchases the related portion of such Units issued by
it. The obligation to purchase Operating Group B Units pursuant to
Section 2.4 above represents a several, and not a joint and several, obligation
of the Holding Entities.
Section
2.6 Closing. The
time and date of the purchase and sale of the Firm Units and the DIC Sahir
Units shall be the same time and date of the delivery of the Firm Shares
pursuant
to the Underwriting Agreement and the time and date of the purchase and sale
of
the Optional Units, if any, shall be the same time and date or dates of the
delivery of the Optional Shares pursuant to the Underwriting
Agreement.
5
Section
2.7 Cancellation. Upon
the purchase of Units by the OZ Partnerships as provided herein, all portions
of
such purchased Units shall be cancelled by the respective OZ
Partnership.
Section
2.8 Tax
Treatment. The parties hereto shall report the combined
purchase and sale of Operating Group A Units and Operating Group B Units
hereunder as a taxable sale by the OZ Limited Partners of a portion of
their existing partnership interests in XXX and OZM to Och-Ziff Corp and
as a
taxable sale by the OZ Limited Partners of a portion of their existing
partnership interests in OZAII to Och-Ziff Holdings for all U.S. federal,
state,
local and other tax purposes, and no party shall take a contrary position
on any
income tax return, amendment thereof or communication with a taxing
authority.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
OF
THE OZ LIMITED PARTNERS
Each
OZ Limited Partner severally and not jointly represents and warrants to the
OZ
Partnerships as of the date hereof that:
Section
3.1 Authorization.
The execution, delivery and performance by such OZ Limited Partner
of this
Agreement and the consummation by such OZ Limited Partner of the transactions
contemplated hereby are within such OZ Limited Partner’s power and authority and
have been duly authorized by all necessary action on the part of such OZ
Limited
Partner. This Agreement has been duly executed and delivered by such OZ Limited
Partner and, assuming the due and valid execution and delivery of this Agreement
by the OZ Partnerships and the Holding Entities, constitutes a legal, valid
and
binding agreement of such OZ Limited Partner, enforceable against such OZ
Limited Partner in accordance with its terms, except as such enforceability
may
be limited by bankruptcy, insolvency, moratorium, reorganization or similar
laws
affecting the enforcement of creditors’ rights generally and general equitable
principles.
Section
3.2 Title.
Such OZ Limited Partner owns good and marketable title to the Units,
and
such Units are free and clear of all mortgages, liens, pledges, security
interests, charges, claims, restrictions and encumbrances of any nature
whatsoever (“Liens”).
Section
3.3 No
Conflicts. The execution, delivery and performance by such OZ Limited
Partner does not and will not (i) violate the certificate of formation, limited
liability company agreement or limited partnership agreement, trust agreement
or
other similar organizational document, if any, of each such OZ Limited Partner,
(ii) violate any law, rule, regulation, judgment, injunction, order or decree
applicable to or binding upon such OZ Limited Partner or (iii) result in
any
breach or creation of any Lien on or constitute any default under any contract,
indenture, mortgage, lease, note or other agreement or instrument to which
such
OZ Limited Partner is subject or is a party.
Section
3.4
Approvals. No claim, legal action, suit, arbitration, governmental
investigation, or other legal, judicial or administrative proceeding is pending
or, to such OZ Limited Partner’s knowledge, threatened against such OZ Limited
Partner which would
6
reasonably
be expected to prevent or delay the transactions contemplated hereby. No
consent
or approval of any Person is or has been required on the part of such OZ
Limited
Partner in connection with the execution and delivery of this Agreement or
the
consummation of the transactions contemplated hereby, other than any such
consents or approvals as have already been obtained and which are in full
force
and effect.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
OF
THE OZ PARTNERSHIPS
Each
OZ Partnership severally and not jointly represents and warrants to the OZ
Limited Partners and Holding Entities as of the date hereof that:
Section
4.1 Authorization.
The execution, delivery and performance by such OZ Partnership of
this
Agreement and the consummation by such OZ Partnership of the transactions
contemplated hereby are within such OZ Partnership’s limited partnership power
and authority and have been duly authorized by all necessary action on the
part
of such OZ Partnership. This Agreement has been duly executed and delivered
by
such OZ Partnership and, assuming the due and valid execution and delivery
of
this Agreement by the OZ Limited Partners and the Holding Entities, constitutes
a legal, valid and binding agreement of such OZ Partnership, enforceable
against
such OZ Partnership in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or similar
laws affecting the enforcement of creditors’ rights generally and general
equitable principles.
Section
4.2 No
Conflicts. The execution, delivery and performance by such OZ
Partnership does not and will not (i) violate the certificate of formation,
limited liability company agreement or limited partnership agreement or other
similar organizational document of each such OZ Partnership, if any, (ii)
violate any law, rule, regulation, judgment, injunction, order or decree
applicable to or binding upon such OZ Partnership or (iii) result in any
breach
or creation of any Lien on or constitute any default under any contract,
indenture, mortgage, lease, note or other agreement or instrument to which
such
OZ Partnership is subject or is a party.
Section
4.3 Approvals.
No claim, legal action, suit, arbitration, governmental investigation,
or
other legal, judicial or administrative proceeding is pending or, to such
OZ
Partnership’s knowledge, threatened against such OZ Partnership which would
reasonably be expected to prevent or delay the transactions contemplated
hereby.
No consent or approval of any Person is or has been required on the part
of such
OZ Partnership in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby, other than any
such
consents or approvals as have already been obtained and which are in full
force
and effect.
ARTICLE
V
7
REPRESENTATIONS
AND WARRANTIES
OF
THE HOLDING ENTITIES
Each
Holding Entity severally and not jointly represents and warrants to the OZ
Partnerships as of the date hereof that:
Section
5.1 Authorization. The
execution, delivery and performance by such Holding Entity of this Agreement
and
the consummation by such Holding Entity of the transactions contemplated
hereby
are within such Holding Entity’s power and authority and have been duly
authorized by all necessary action on the part of such Holding Entity. This
Agreement has been duly executed and delivered by such Holding Entity and,
assuming the due and valid execution and delivery of this Agreement by the
OZ
Limited Partners and OZ Partnerships, constitutes a legal, valid and binding
agreement of such Holding Entity, enforceable against such Holding Entity
in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the
enforcement of creditors’ rights generally and general equitable
principles.
Section
5.2 No
Conflicts. The execution, delivery and performance by such
Holding Entity does not and will not (i) violate the certificate of
incorporation, certificate of formation, by-laws, limited liability company
agreement or limited partnership agreement or other similar organizational
document of each such Holding Entity, if any, (ii) violate any law, rule,
regulation, judgment, injunction, order or decree applicable to or binding
upon
such Holding Entity or (iii) result in any breach or creation of any Lien
on or
constitute any default under any contract, indenture, mortgage, lease, note
or
other agreement or instrument to which such Holding Entity is subject or
is a
party.
Section
5.3 Approvals.
No claim, legal action, suit, arbitration, governmental investigation,
or
other legal, judicial or administrative proceeding is pending or, to such
Holding Entity’s knowledge, threatened against such Holding Entity which would
reasonably be expected to prevent or delay the transactions contemplated
hereby.
No consent or approval of any Person is or has been required on the part
of such
Holding Entity in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby, other than any
such
consents or approvals as have already been obtained and which are in full
force
and effect.
ARTICLE
VI
OTHER
AGREEMENTS
Section
6.1 Use
of Proceeds by the OZ Limited Partners from the Sale of
Interests. Each OZ Limited Partner (other than the Ziffs) agrees to
invest 100% of the after-tax proceeds received by it in connection with the
sale
of Units pursuant to this Agreement in the Funds. The Ziffs agree to invest
50% of the after-tax proceeds received by it in connection with the sale
of the
Units pursuant to this Agreement in funds managed by the OZ Partnerships,
as
selected by the Ziffs, but subject to the current offering terms of such
funds.
ARTICLE
VII
8
MISCELLANEOUS
Section
7.1 Notices. All
notices, requests, consents and other communications hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person, sent by facsimile or electronic mail, or by nationally recognized
overnight courier, addressed to such party at the address, facsimile number
or
electronic mail address set forth below or such other address, facsimile
number
or electronic mail address as may hereafter be designated in writing by such
party to the other parties:
(a)
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If
to a Holding Entity, to:
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|
c/o
Och-Ziff Capital Management Group LLC
0
Xxxx 00xx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Chief Legal Officer
Fax:
(000) 000-0000
Email:
Xxxxxxx.Xxxxxxxxxx@xxxxx.xxx
|
(b)
|
If
to an OZ Partnership, to:
|
|
c/o
Och-Ziff Capital Management Group LLC
0
Xxxx 00xx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Chief Legal Officer
Fax:
(000) 000-0000
Email:
Xxxxxxx.Xxxxxxxxxx@xxxxx.xxx
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(c) | If to any OZ Limited Partner, to the address of such OZ Limited Partner on file with the respective OZ Partnership. |
Section
7.2 Interpretation. The
headings contained in this Agreement are for reference purposes only and
shall
not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “included”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words
“without limitation”.
Section
7.3 Severability. The
provisions of this Agreement shall be deemed severable and the invalidity
or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of this
Agreement, or the application thereof to any person or entity or any
circumstance, is found to be invalid or unenforceable in any jurisdiction,
(a) a
suitable and equitable provision shall be substituted therefor in order to
carry
out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision and (b) the remainder of this Agreement
and the application of such provision to other Persons or circumstances shall
not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
9
Section
7.4 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which shall, taken together, be considered
one and
the same agreement, it being understood that both parties need not sign the
same
counterpart.
Section
7.5 Entire
Agreement; No Third Party Beneficiaries. This Agreement (a)
constitutes the entire agreement and supersedes all other prior agreements,
both
written and oral, among the parties with respect to the subject matter hereof
and (b) is not intended to confer upon any Person, other than the parties
hereto, any rights or remedies hereunder.
Section
7.6 Further
Assurances. Each party shall execute, deliver, acknowledge
and file such other documents and take such further actions as may be reasonably
requested from time to time by the other party hereto to give effect to and
carry out the transactions contemplated herein.
Section
7.7 GOVERNING
LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF).
Section
7.8 Amendments;
Waivers. No provision of this Agreement may be amended or waived
unless such amendment or waiver is in writing and signed by the parties
hereto. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single
or
partial exercise thereof preclude any other or further exercise thereof or
the
exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights
or
remedies provided by law.
Section
7.9 Assignment. Neither
this Agreement nor any of the rights or obligations hereunder shall be assigned
by any of the parties hereto without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
[Remainder
of Page Intentionally Left Blank]
10
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered, all as of the date first set forth above.
OCH-ZIFF
HOLDING CORPORATION
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By:
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/s/
Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
|
Chief
Financial Officer
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OCH-ZIFF
HOLDING LLC
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By:
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/s/
Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
|
Chief
Financial Officer
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OZ
MANAGEMENT LP
By:
Och-Ziff Holding Corporation, its
general
partner
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By:
|
/s/
Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
|
Chief
Financial Officer
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OZ
ADVISORS LP
By:
Och-Ziff Holding Corporation, its
general
partner
|
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By:
|
/s/
Xxxx Xxxxx
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Name:
|
Xxxx
Xxxxx
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Title:
|
Chief
Financial Officer
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OZ
ADVISORS II LP
By:
Och-Ziff Holding LLC, its general
partner
|
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By:
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/s/
Xxxx Xxxxx
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Name:
|
Xxxx
Xxxxx
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Title:
|
Chief
Financial Officer
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/s/
Xxxxxx X. Och
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Xxxxxx
X. Och
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THE
OCH FAMILY 2007 GRAT
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By:
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/s/
Xxxxxx Xxx
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Name:
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Xxxxxx
X. Och, as attorney-in-fact
for
The
Och Family 2007 GRAT
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THE
XXXXXXXX OCH GRAT
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By:
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/s/
Xxxxxx Xxx
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Name:
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Xxxxxx
X. Och, as attorney-in-fact
for
The
Xxxxxxxx Och GRAT
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THE
XXXXX X. XXXXXXXXX GRAT
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By:
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/s/
Xxxxxx Xxx
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Name:
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Xxxxxx
X. Och, as attorney-in-fact
for
The
Xxxxx X. Xxxxxxxxx GRAT
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THE
XXXXX OCH KALVER GRAT
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By:
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/s/
Xxxxxx Xxx
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|
Name:
|
Xxxxxx
X. Och, as attorney-in-fact
for
The Xxxxx
Och Kalver GRAT
|
XXXXXX
X. OCH DESCENDANTS'
TRUST
|
||
By:
|
/s/
Xxxxxx Xxx
|
|
Name:
|
Xxxxxx
X. Och, as attorney-in-fact
for
the
Xxxxxx X. Och Descendants' Trust
|
XXXX
X. OCH 1999 GRAT
|
||
By:
|
/s/
Xxxxxx Xxx
|
|
Name:
|
Xxxxxx
X. Och, as attorney-in-fact
for
the
Xxxx X. Och 1999 GRAT
|
/s/
Xxxxx Xxxxxxxxx
|
|
Xxxxx
Xxxxxxxxx
|
THE
XXXXX XXXXXXXXX GRAT I
|
||
By:
|
/s/
Xxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxxx, as attorney-in-fact
for
The
Xxxxx Xxxxxxxxx GRAT I
|
|
THE
XXXXX XXXXXXXXX GRAT II
|
||
By:
|
/s/
Xxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxxx, as attorney-in-fact
for
The Xxxxx Xxxxxxxxx XXXX XX
|
/s/
Xxxx Xxxxx
|
|
Xxxx
Xxxxx
|
THE
XXXX X. XXXXX 2007 ANNUITY TRUST
|
||
By:
|
/s/
Xxxx Xxxxx
|
|
Name:
|
Xxxx
X. Xxxxx, as Trustee
|
|
/s/
Arnaud Achache
|
|
Arnaud
Achache
|
XXXXXX
X. XXXXXXX FAMILY TRUST
|
||
By:
|
/s/
Arnaud Achache
|
|
Name:
|
Arnaud
Achache as attorney in fact
for
the
Xxxxxx X. Xxxxxxx Family Trust
|
s/
Xxxxxxx Xxxxxxx
|
|
Xxxxxxx
Xxxxxxx
|
/s/
Xxxxx-Xxxxx Xxxxx
|
|
Xxxxx-Xxxxx
(JK) Xxxxx
|
THE
XXXXX-XXXXX XXXXX 2007
ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxx-Xxxxx Xxxxx
|
|
Name:
|
Xxxxx-Xxxxx
Xxxxx, as Trustee
|
|
/s/
Xxxxxxx Xxxxx
|
|
Xxxxxxx
Xxxxx
|
THE
XXXXXXX XXXXX GRAT I
|
||
By:
|
/s/
Xxxx Xxxxx
|
|
Name:
|
Xxxx
Xxxxx, as attorney-in-fact for
The
Xxxxxxx
Xxxxx GRAT I
|
|
THE
XXXXXXX XXXXX GRAT II
|
||
By:
|
/s/
Xxxx Xxxxx
|
|
Name:
|
Xxxx
Xxxxx, as attorney-in-fact for
The
Xxxxxxx
Xxxxx XXXX XX
|
|
/s/
Xxxxxxx Xxxxx
|
|
Xxxxxxx
Xxxxx
|
s/
Xxxxxxx Xxxxx
|
|
Xxxxxxx
Xxxxx
|
THE
XXXXXXX XXXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxxxx Xxxxx
|
|
Name:
|
Xxxxxxx
Xxxxx, as Trustee
|
|
/s/
Xxxxxx X. Xxxxx
|
|
Xxxxxx
Xxxxx
|
THE
XXXXXX X. XXXXX, XX. 2007
ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
Name:
|
Xxxxxx
X. Xxxxx, Xx., as Trustee
|
|
/s/
Xxxxxxx Xxxx
|
|
Xxxxxxx
Xxxx
|
THE
XXXXXXX X. XXXX, III 2007
ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxxxx Xxxx
|
|
Name:
|
Xxxxxxx
X. Xxxx, III, as Trustee
|
|
/s/
Xxx Xxxxx
|
|
Xxx
Xxxxx
|
/s/
Xxxxx X'Xxxxxx
|
|
Xxxxx
X'Xxxxxx
|
THE
XXXXX X'XXXXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxx X'Xxxxxx
|
|
Name:
|
Xxxxx
X'Xxxxxx, as Trustee
|
|
/s/
Xxxxxx Xxxx
|
|
Xxxxxx
Xxxx
|
THE
XXXXXX XXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxxx Xxxx
|
|
Name:
|
Xxxxxx
Xxxx, as Trustee
|
|
/s/
Xxxx Xxxx
|
|
Xxxx
Xxxx
|
THE
XXXX XXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxx Xxxx
|
|
Name:
|
Xxxx
Xxxx, as Trustee
|
|
/s/
Xxxx Xxxxxxxx
|
|
Xxxx
Xxxxxxxx
|
THE
XXXX XXXXXXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxx Xxxxxxxx
|
|
Name:
|
Xxxx
Xxxxxxxx, as Trustee
|
|
/s/
Xxxxx Xxxxxxxxx
|
|
Xxxxx
Xxxxxxxxx
|
THE
XXXXX XXXXXXXXX 2007
ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxxx, as Trustee
|
|
THE
XXXXXX XXXXXXXXXX 2007
ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxxx, as Trustee
|
|
THE
XXXXX XXXXXXX 2007 ANNUITY
TRUST
|
||
By:
|
/s/
Xxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxxx, as Trustee
|
/s/
Xxxxxx Xxxxx
|
|
Xxxxxx
Xxxxx
|
ZIFF
INVESTORS PARTNERSHIP, X.X. XX
By:
Ziff Investment Management, L.L.C., its
general
partner
|
|||
By:
|
/s/
Xxxxxx X. Xxxx
|
||
Name:
|
Xxxxxx
X. Xxxx
|
||
Title:
|
Co-President
|
||
ZIFF
INVESTORS PARTNERSHIP, L.P. IIA
By:
Ziff Investment Management, L.L.C., its
general
partner
|
|||
By:
|
/s/
Xxxxxx X. Xxxx
|
||
Name:
|
Xxxxxx
X. Xxxx
|
||
Title:
|
Co-President
|