AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP Dated as of February 11, 2008Limited Partnership Agreement • March 26th, 2008 • 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 February 11, 2008, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 13, 2007, 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 each of the undersigned par
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.
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.
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF OCH-ZIFF HOLDING LLCOperating Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Och-Ziff Holding LLC (the “Company”) is made and entered into as of November 13, 2007.
EXCHANGE AGREEMENTExchange Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of November 13, 2007, 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.
REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of November 19, 2007Registration Rights Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of November 19, 2007, 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.
REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of November 19, 2007Registration Rights Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of November 19, 2007, between Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “Company”), and DIC Sahir Limited, an exempted company formed under the laws of the Cayman Islands (the “Investor”).
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This MANAGING DIRECTOR AGREEMENT (this “Agreement”) is made, as of January 1, 2008 (the “Effective Date”), by and between OZ Management LP, a Delaware limited partnership (“OZM”), and (the “Managing Director”).
CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC FORM OF INDEPENDENT DIRECTORS AWARD AGREEMENTRestricted Share Unit Award Agreement • March 26th, 2008 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of , (the “Date of Grant”), 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 2007 Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
