Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 Section 5.2 Number, Qualification, Term and Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 Section 5.4 Resignations and Removals of Directors 24 Section 5.5 Vacancies 24 Section 5.6 Meetings 25 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 26 Section 5.10 Actions of the Board by Consent 26 Section 5.11 Meeting by Means of Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Section 5.14 Compensation 27 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Section 5.16 Exculpation and Indemnification 28 Section 5.17 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities 32 Section 5.21 Reliance by Third Parties 33 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 Section 6.2 Fiscal Year 34 Section 6.3 Reports; Confidential Information 34 ARTICLE VII

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 14 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 16 Section 5.3 Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 16 Section 5.4 Resignations and Removals of Directors 24 Removal 17 Section 5.5 Vacancies 24 Resignations 17 Section 5.6 Meetings 25 Vacancies 17 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 26 17 Section 5.8 Chairman of Meetings 18 Section 5.9 Place of Meetings 18 Section 5.10 Actions of the Board by Consent 26 Regular Meetings 18 Section 5.11 Special Meetings; Notice 18 Section 5.12 Action Without Meeting by Means of 18 Section 5.13 Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Meetings 18 Section 5.14 Compensation 27 Quorum 18 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Committees 19 Section 5.16 Exculpation and Indemnification 28 Alternate Members of Committees 19 Section 5.17 Minutes of Committees 19 Section 5.18 Remuneration 19 Section 5.19 Exculpation, Indemnification, Advances and Insurance 20 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans Standards of Conduct and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities 32 Modification of Duties 22 Section 5.21 Certificate of Formation 23 Section 5.22 Officers 24 Section 5.23 Duties of Officers and Directors 26 Section 5.24 Outside Activities 26 Section 5.25 Reliance by Third Parties 33 27 Section 5.26 Consent Rights 27 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 28 Section 6.2 Fiscal Year 34 28 Section 6.3 Reports; Confidential Information 34 Reports 28 ARTICLE VIIVII TAX MATTERS Section 7.1 Tax Elections 29 Section 7.2 Withholding 29 ARTICLE VIII

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 45 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 47 Section 5.3 Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 48 Section 5.4 Resignations and Removals of Directors 24 Removal 48 Section 5.5 Vacancies 24 Resignations 48 Section 5.6 Meetings 25 Vacancies 49 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 26 49 Section 5.8 Chairman of Meetings 49 Section 5.9 Place of Meetings 50 Section 5.10 Actions of the Board by Consent 26 Regular Meetings 50 Section 5.11 Special Meetings; Notice 50 Section 5.12 Action Without Meeting by Means of 50 Section 5.13 Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Meetings 51 Section 5.14 Compensation 27 Quorum 51 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Committees 51 Section 5.16 Exculpation and Indemnification 28 Alternate Members of Committees 52 Section 5.17 Minutes of Committees 52 Section 5.18 Remuneration 52 Section 5.19 Exculpation, Indemnification, Advances and Insurance 52 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans Standards of Conduct and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities 32 Modification of Duties 57 Section 5.21 Certificate of Formation 58 Section 5.22 Officers 58 Section 5.23 Duties of Officers and Directors. 61 Section 5.24 Outside Activities 62 Section 5.25 Reliance by Third Parties 33 62 Section 5.26 Acquisitions by FIG LLC 63 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 63 Section 6.2 Fiscal Year 34 64 Section 6.3 Reports; Confidential Information 34 Reports 64 ARTICLE VIIVII TAX MATTERS

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 33 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 35 Section 5.3 Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 35 Section 5.4 Resignations and Removals of Directors 24 Removal 36 Section 5.5 Vacancies 24 Resignations 36 Section 5.6 Meetings 25 Vacancies 36 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 26 36 Section 5.8 Chairman of Meetings 37 Section 5.9 Place of Meetings 37 Section 5.10 Actions of the Board by Consent 26 Regular Meetings 37 Section 5.11 Special Meetings; Notice 37 Section 5.12 Action Without Meeting by Means of 37 Section 5.13 Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Meetings 38 Section 5.14 Compensation 27 Quorum 38 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Committees 38 Section 5.16 Exculpation and Indemnification 28 Alternate Members of Committees 38 Section 5.17 Minutes of Committees 39 Section 5.18 Remuneration 39 Section 5.19 Exculpation, Indemnification, Advances and Insurance 39 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans Standards of Conduct and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities 32 Modification of Duties 42 Section 5.21 Certificate of Formation 43 Section 5.22 Officers 43 Section 5.23 Duties of Officers and Directors 45 Section 5.24 Outside Activities 46 Section 5.25 Reliance by Third Parties 33 46 Section 5.26 Acquisitions by FIG LLC 47 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 47 Section 6.2 Fiscal Year 34 47 Section 6.3 Reports; Confidential Information 34 Reports 47 ARTICLE VII

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 25 Section 5.2 Number, Qualification, Qualification and Term and Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 Section 5.4 Resignations and Removals of Directors 24 Section 5.5 Vacancies 24 Section 5.6 Meetings 25 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination Office of Directors 26 Section 5.10 Actions 5.3 Election of the Board by Consent Directors 26 Section 5.4 Removal 27 Section 5.5 Resignations 27 Section 5.6 Vacancies 27 Section 5.7 Nomination of Directors 27 Section 5.8 Chairman of Meetings 27 Section 5.9 Place of Meetings 27 Section 5.10 Regular Meetings 28 Section 5.11 Special Meetings; Notice 28 Section 5.12 Action Without Meeting by Means 28 (i) Table of Contents Section 5.13 Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Meetings 28 Section 5.14 Compensation 27 Quorum 28 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Committees 28 Section 5.16 Exculpation and Indemnification 28 Alternate Members of Committees 29 Section 5.17 Minutes of Committees 29 Section 5.18 Remuneration 29 Section 5.19 Exculpation, Indemnification, Advances and Insurance 29 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans Standards of Conduct and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities Modification of Duties 32 Section 5.21 Certificate of Formation 32 Section 5.22 Officers 33 Section 5.23 Duties of Officers and Directors. 34 Section 5.24 Outside Activities 35 Section 5.25 Reliance by Third Parties 33 35 Section 5.26 Acquisitions by Och-Ziff Holding 35 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 36 Section 6.2 Fiscal Year 34 36 Section 6.3 Reports; Confidential Information 34 Reports 36 ARTICLE VII

Management and Operation of Business. Section 5.1 Power and Authority of Board of Directors 21 31 Section 5.2 Number, Qualification, Qualification and Term and of Office of Directors 33 Section 5.3 Election of Directors 23 Section 5.3 Appointment of Designated Directors. 24 34 Section 5.4 Resignations and Removals of Directors 24 Removal 34 Section 5.5 Vacancies 24 Resignations 34 Section 5.6 Meetings 25 Vacancies 34 Section 5.7 Organization 25 Section 5.8 Quorum 25 Section 5.9 Nomination of Directors 26 35 Section 5.8 Chairman of Meetings 35 Section 5.9 Place of Meetings 35 Section 5.10 Actions of the Board by Consent 26 Regular Meetings 35 Section 5.11 Special Meetings; Notice 35 Section 5.12 Action Without Meeting by Means of 35 Section 5.13 Conference Telephone 26 Section 5.12 Committees 26 Section 5.13 Attorneys; Authorized Signatories 27 Meetings 36 Section 5.14 Compensation 27 Quorum 36 Section 5.15 Elimination of Fiduciary Duties; Standard of Conduct 27 Committees 36 Section 5.16 Exculpation and Indemnification 28 Alternate Members of Committees 36 Section 5.17 Minutes of Committees 37 Section 5.18 Remuneration 37 Section 5.19 Exculpation, Indemnification, Advances and Insurance 37 Section 5.20 Resolution of Conflicts of Interest; Interested Directors 30 Section 5.18 Loans Standards of Conduct and Contributions Between Group Members 32 Section 5.19 Officers 32 Section 5.20 Business Opportunities 32 Modification of Duties 40 Section 5.21 Certificate of Formation 41 Section 5.22 Officers 41 Section 5.23 Duties of Officers and Directors 43 Section 5.24 Outside Activities 44 Section 5.25 Reliance by Third Parties 33 44 Section 5.26 Acquisitions by FIG LLC 45 ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 6.1 Records and Accounting 34 45 Section 6.2 Fiscal Year 34 45 Section 6.3 Reports; Confidential Information 34 Reports 45 ARTICLE VII