0001193125-07-240457 Sample Contracts

Underwriting Agreement
Underwriting Agreement • November 8th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • New York

Och-Ziff Capital Management Group, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 36,000,000 Class A shares representing Class A limited liability interests of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 5,400,000 additional Class A shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF [OZ PARTNERSHIP LP] Dated as of [ ], 2007
Och-Ziff Capital Management Group LLC • November 8th, 2007 • Investment advice • New York

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF [OZ PARTNERSHIP LP], a Delaware limited partnership (the “Partnership”), is made as of [ ], 2007, by and among [ ], as general partner (the “Initial General Partner”), [the Withdrawing General Partner (as defined below)] and the Limited Partners (as defined below).

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CLASS B SHAREHOLDERS AGREEMENT dated as of November , 2007 among OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC and THE INDIVIDUALS SET FORTH ON THE SIGNATURE PAGES HERETO
Class B Shareholders Agreement • November 8th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware

CLASS B SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of November , 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.

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FORM OF SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF OCH-ZIFF HOLDING LLC
Operating Agreement • November 8th, 2007 • 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 , 2007.

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FORM OF TAX RECEIVABLE AGREEMENT
Form of Tax Receivable Agreement • November 8th, 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 November 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

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FORM OF REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of November , 2007
Registration Rights Agreement • November 8th, 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 November , 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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FORM OF DEFERRED FEE AGREEMENT
Deferred Fee Agreement • November 8th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This Agreement made as of this day of December, 1998 between , an exempted limited liability company organized under the laws of (the “Company”), and OZ Management, L.L.C., a limited liability company organized under the laws of the State of Delaware (the “Investment Manager”).

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Employment Agreement
Employment Agreement • November 8th, 2007 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This Employment Agreement (this “Agreement”) sets forth the terms of your employment with Och-Ziff Capital Management Hong Kong Limited (“OZ Hong Kong”).

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