FORM OF TAX RECEIVABLE AGREEMENTForm of Tax Receivable Agreement • October 25th, 2007 • 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 [ ], 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 parties her
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • October 25th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of , 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.
