Och-Ziff Capital Management Group, LLC Lock-Up Agreement
Exhibit
5
Och-Ziff
Capital Management Group, LLC
Lock-Up
Agreement
November
13, 2007
Xxxxxxx,
Xxxxx & Co.
Xxxxxx
Brothers Inc.
c/o
Goldman, Xxxxx & Co.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Re: Och-Ziff
Capital Management
Group, LLC–
Lock-Up Agreement
Ladies
and Gentlemen:
The
undersigned understands that you, as representatives (the "Representatives"),
propose to enter into an Underwriting Agreement on behalf of the several
Underwriters named in Schedule I to such agreement (collectively, the
"Underwriters"), with Och-Ziff Capital Management Group, LLC, a Delaware limited
liability company (the "Company"), providing for a public offering of Class
A
shares representing Class A limited liability interests of the Company (the
"Shares") pursuant to a Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the
"SEC").
In
consideration of the agreement by the Underwriters to offer and sell the Shares,
and of other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the undersigned agrees that, during the period
specified in the following paragraph (the "Lock-Up Period"), the undersigned
will not offer, pledge, announce the intention to sell, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer,
dispose of or hedge, directly or indirectly, or enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of any Shares (including, without limitation, Shares that may
be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the SEC and securities that may be issued upon exercise
of a
share option or warrant), or any securities convertible into or exercisable
or
exchangeable for Shares, whether any such transaction is to be settled by
delivery of Shares or other such securities, in cash or otherwise (collectively
the "Undersigned's Shares"). The foregoing restriction is expressly agreed
to
preclude the undersigned from engaging in any hedging or other transaction
which
is designed to or which reasonably could be expected to lead to or result in
a
sale or disposition of the Undersigned's Shares even if such Shares would be
disposed of by someone other than the undersigned. Such prohibited hedging
or
other transactions would include without limitation any short sale or any
purchase, sale or grant of any right (including without limitation any put
or
call option) with respect to any of the Undersigned's Shares or with respect
to
any security that includes, relates to, or derives any significant part of
its
value from such Shares.
The
initial Lock-Up Period will commence on the date of this Lock-Up Agreement
and
continue for 180 days after the public offering date set forth on the final
prospectus used to sell the Shares (the "Public Offering Date") pursuant to
the
Underwriting Agreement; provided, however, that if
(1) during the last 17 days of the initial Lock-Up Period, the Company
releases earnings results or announces material news or a material event or
(2) prior to the expiration of the initial Lock-Up Period, the Company
announces that it will release earnings results during the 15-day period
following the last day of the initial Lock-Up Period, then in each case the
Lock-Up Period will be automatically extended until the expiration of the 18-day
period beginning on the date of release of the earnings results or the
announcement of the material news or material event, as applicable, unless
the
Representatives waive, in writing, such extension.
The
undersigned hereby acknowledges that the Company has agreed in the Underwriting
Agreement to provide written notice of any event that would result in an
extension of the Lock-Up Period pursuant to the previous paragraph to the
undersigned (in accordance with Section 13 of the Underwriting Agreement)
and agrees that any such notice properly delivered will be deemed to have been
given to, and received by, the undersigned. The undersigned hereby
further agrees that, prior to engaging in any transaction or taking any other
action that is subject to the terms of this Lock-Up Agreement during the period
from the date of this Lock-Up Agreement to and including the 34th day
following the expiration of the initial Lock-Up Period, it will give notice
thereof to the Company and will not consummate such transaction or take any
such
action unless it has received written confirmation from the Company that the
Lock-Up Period (as such may have been extended pursuant to the previous
paragraph) has expired.
Notwithstanding
the foregoing, (a) the undersigned may pledge the Undersigned's Shares as
security for the bridge loan referred to in Section 6.1(d) in the Securities
Purchase and Investment Agreement dated October 29, 2007 (the "Purchase
Agreement") and (b) the undersigned may transfer the Undersigned's Shares to
any
Permitted Transferee as defined in the Purchase Agreement. The
undersigned now has, and for the duration of this Lock-Up Agreement will have,
good and marketable title to the Undersigned's Shares, free and clear of all
liens, encumbrances, and claims whatsoever except as set forth in the Purchase
Agreement. The undersigned also agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the Undersigned's Shares except in compliance with
the
foregoing restrictions.
The
undersigned understands that the Company and the Underwriters are relying upon
this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors, and assigns.
Very truly yours, | |||
DIC SAHIR LIMITED | |||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx | |||
Title: Director | |||
|
By:
|
/s/ Xxxxxx Xxxxxx | |
Name: Xxxxxx Xxxxxx | |||
Title: Director | |||