0001193125-12-332025 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP Dated as of August 1, 2012
Och-Ziff Capital Management Group LLC • August 2nd, 2012 • Investment advice • New York

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP, a Delaware limited partnership (the “Partnership”), is made as of August 1, 2012, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the “Initial General Partner”) and the Limited Partners (as defined below).

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FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of August 1, 2012
Registration Rights Agreement • August 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time pursuant to the provisions hereof, including the appendixes attached hereto, this “Agreement”), is made and entered into as of August 1, 2012, 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.

AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • August 2nd, 2012 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware

AMENDED AND RESTATED EXCHANGE AGREEMENT (as amended, restated or supplemented, the “Agreement”), dated as of August 1, 2012, 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.

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