AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP Dated as of November 13, 2007Och Daniel • November 29th, 2007 • 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 November 13, 2007, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the "Initial General Partner"), the Withdrawing General Partner (as defined below) and the Limited Partners (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLCLimited Liability Company Agreement • November 29th, 2007 • Och Daniel • Investment advice • Delaware
PURCHASE AGREEMENTPurchase Agreement • November 29th, 2007 • Och Daniel • Investment advice • Delaware
PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2007, by and among OZ Management LP, a Delaware limited partnership (“OZM”), OZ Advisors LP, a Delaware limited partnership (“OZA”), OZ Advisors II LP, a Delaware limited partnership (“OZA II” and together with OZM and OZA, the “OZ Partnerships”), Och-Ziff Holding Corporation, a Delaware corporation ("Och-Ziff Corp"), Och-Ziff Holding LLC, a Delaware limited liability company ("Och-Ziff Holding" and together with Och-Ziff Corp, the "Holding Entities"), and each of the other persons listed on the signature pages hereto (collectively, the “OZ Limited Partners”). Defined terms used herein have the respective meaning ascribed thereto in Section 1.1.
CLASS B SHAREHOLDERS AGREEMENT dated as of November 13, 2007 among OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC and THE INDIVIDUALS SET FORTH ON THE SIGNATURE PAGES HERETOClass B Shareholders Agreement • November 29th, 2007 • Och Daniel • Investment advice • Delaware
CLASS B SHAREHOLDERS AGREEMENT (the "Agreement"), dated as of November 13, 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.
REGISTRATION RIGHTS AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC Dated as of November 19, 2007Registration Rights Agreement • November 29th, 2007 • Och Daniel • 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 19, 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.
Och-Ziff Capital Management Group, LLC Lock-Up AgreementOch Daniel • November 29th, 2007 • Investment advice
EXCHANGE AGREEMENTExchange Agreement • November 29th, 2007 • Och Daniel • Investment advice • Delaware
EXCHANGE AGREEMENT (the "Agreement"), dated as of November 13, 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.
