0001193125-07-222459 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
Limited Liability Company Agreement • October 22nd, 2007 • 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 [ ], 2007. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

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FORM OF REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of , 2007
Registration Rights Agreement • October 22nd, 2007 • 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 , 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.

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