0001403256-18-000197 Sample Contracts

Partner Agreement Between OZ Advisors LP and Thomas Sipp
Partner Agreement • August 2nd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This Partner Agreement (as amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of July 19, 2018 and effective as of May 3, 2018 (the “Admission Date”) reflects the agreement of OZ Advisors LP (the “Partnership”) and Thomas Sipp (the “Limited Partner”) with respect to certain matters concerning (i) the admission of the Limited Partner to the Partnership upon the Admission Date; (ii) the grant by the Partnership to the Limited Partner on the Admission Date of one Class D-36 Common Unit (as defined below) under the Och-Ziff Incentive Plan; (iii) the provision for possible performance-based discretionary awards to be made on a subsequent date or dates by the Partnership to the Limited Partner in a combination of (A) additional grants of Class A restricted share units (“RSUs”) under the Och-Ziff Incentive Plan and (B) cash distributions, including both cash (“Current Cash”) and grants of Deferred Cash Interests under the DCI Plan (“Deferred Cash Interes

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THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OCH-ZIFF HOLDING LLC
Operating Agreement • August 2nd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Och-Ziff Holding LLC (the “Company”) is made and entered into as of May 3, 2018.

CFO SIGN-ON RSU AWARD AGREEMENT
Award Agreement • August 2nd, 2018 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware

This CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”), dated July 19, 2018, is made by and between OZ Management LP, a Delaware limited partnership (the “Partnership”), and Thomas M. Sipp (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (the “Plan”). Where the context permits, references to the Partnership shall include any successor to the Partnership.

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