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
WHEREAS, the parties hereto desire to provide for the exchange of certain Och-Ziff Operating Group Units for
Class A Shares (or a cash equivalent), on the terms and subject to the conditions set forth herein;
WHEREAS, the obligation to exchange Och-Ziff Operating Group Units for Class A Shares (or a cash equivalent)
pursuant to Section 2.1(a)(ii) of this Agreement represents a several, and not a joint and several, obligation of each Och-Ziff
Operating Group Partnership (on a pro rata basis), and no Och-Ziff Operating Group Partnership shall have any obligation or
right to acquire the portion of Och-Ziff Operating Group Units issued by another Och-Ziff Operating Group Partnership;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
Section 1.1 Definitions .
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the
terms used in this Agreement.
“ A Exchange ” has the meaning set forth in Section 2.1(a)(i) of this Agreement.
“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.
“ Aggregate Value ” means, with respect to any Vested Och-Ziff Operating Group Units surrendered for Exchange, an
amount equal to the product of (a) the number of Vested Och-Ziff Operating Group