On December 6, 2018, Och-Ziff Capital Management Group LLC (the “Company” or “Oz Management”) announced that the Company and certain of its subsidiaries, and Daniel S. Och, the Chairman of the Board of Directors of the company (the “Board”) and its shareholder, entered into a letter agreement dated December 5, 2018 providing for the implementation of certain transactions as set forth in the term sheet. No later than the next annual meeting of shareholders of Oz Management that is at least 30 days following the Transition Date, Mr. Daniel S. Och will resign as a director of the Board but he will have the right to designate a director (the “DSO Designated Director”) to serve in his place as a director of the Board for as long as he continues to own specified amounts of Preferred Securities or common equity units. If any director who is a designee of the Class B Shareholder Committee (other than Mr. Och or the DSO Designated Director) (a “Class B Director”) resigns or otherwise ceases to serve on the Board at or prior to the 2019 annual meeting of shareholders (including any adjournment or postponement thereof, the “2019 Meeting”), the replacement director will be an individual who qualifies as an independent director and will be appointed as a Class B Director by Mr. Och (in his capacity as the sole member of the Class B Shareholder Committee) with the approval of the Conflicts Committee, not to be unreasonably withheld. If any other member of the Board resigns at or prior to the 2019 Meeting, the Conflicts Committee will nominate a successor, subject to approval by Mr. Och, not to be unreasonably withheld. Effective as of the Transition Date, the Chief Executive Officer and Chief Financial Officer of the Company will be appointed as the sole members of the boards of Och-ZiffHolding Corporation and Och-ZiffHolding LLC; the Chief Executive Officer of the Company will replace Mr. Och as PMC Chairman (as defined in the limited partnership agreements of the Operating Partnerships) and as the Chairman of the Partner Management Committee; Mr. Och will resign as a member of all internal firm committees; and the then-current director(s) of the boards of the applicable Oz Management funds (other than Mr. Och) and, if elected by the Company, the Chief Executive Officer and/or the Chief Financial Officer of the Company, will serve as directors of such Oz Management fund boards.