TAX RECEIVABLE AGREEMENT

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “ Agreement ”), dated as of November 13, 2007, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (“ Parent ”), Och-Ziff Holding Corporation, a Delaware corporation (the “ Corporation ”), Och-Ziff Holding LLC, a Delaware limited liability company (“ Holdings ”), OZ Management LP, a Delaware limited partnership (“ OZ Management ”), OZ Advisors LP, a Delaware limited partnership (“ OZ Advisors ”) (OZ Management and OZ Advisors, together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “ Operating Group Entities ”), OZ Advisors II LP, a Delaware limited partnership (“ OZ Advisors II ”, and together with the Operating Group Entities, the “ Partnerships ”), and each of the undersigned parties hereto identified as “ Partners .”

RECITALS

WHEREAS, the Partners hold interests as partners in each of the Operating Group Entities and are selling a portion of such interests (the “ Initial Sale ”) as described in the registration statement on Form S-1 initially filed with the Securities and Exchange Commission on July 2, 2007 (Registration No. 333-144256), as amended prior to the date hereof;

WHEREAS, the Partners hold limited partnership interests (“ Operating Partnership Units ”) in each of the Operating Group Entities, each of which is treated as a partnership for U.S. Federal income tax purposes;

WHEREAS, the Corporation is the general partner of each of the Operating Group Entities, and will hold Operating Partnership Units in each of the Operating Group Entities;

WHEREAS, the Partnership Units are exchangeable with the Partnerships for Class A shares (the “ Class A Shares ”) in Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “ Parent ”) and/or cash pursuant to the Exchange Agreement;

WHEREAS, the Operating Group Entities, and each of their direct and indirect Subsidiaries treated as partnerships for United States Federal income tax purposes (other than an OZ Fund), will have in effect an election under section 754 of the Internal Revenue Code of 1986, as amended (the “ Code ”), for the Taxable Year of the IPO Date and for each other Taxable Year in which an exchange by a Partner of Operating Partnership Units for Class A Shares and/or cash occurs, which election is intended to result in an adjustment to the tax basis of the

assets owned by the Operating Group Entities and such subsidiaries, solely with respect to the Corporation, at the time of an exchange by a Partner of Operating Partnership Units for Class A Shares and/or cash or any other acquisition of Operating Partnership Units for cash or otherwise, including the Initial Sale (collectively, an “ Exchange ”) (such time, the “ Exchange Date ”) (such assets and any asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset, the “ Adjusted Assets ”) by reason of such Exchange and the receipt of payments under this Agreement;

WHEREAS, the income, gain, loss, expense and other Tax items of (i) the Operating Group Entities and such subsidiaries solely with respect to the Corporation may be affected by the Basis Adjustment (defined below) with respect to the Adjusted Assets and (ii) the Corporation may be affected by the Imputed Interest (as defined below); and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment and Imputed Interest on the actual liability for Taxes of the Corporation.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ Adjusted Asset ” is defined in the Preamble.

“ Advisory Firm ” means Skadden, Arps, Slate, Meagher & Flom LLP, Ernst & Young LLP, any other “big four” accounting firm or any other law firm that is nationally recognized as being expert in Tax matters and that is agreed to by the Board of Directors of the Parent (as defined in the Partnership Agreement of the Parent).

“ Advisory Firm Letter ” shall mean a letter from the Advisory Firm stating that the relevant schedule, notice or other information to be provided by the Corporation to the Applicable Partner and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedule, notice or other information is delivered to the Applicable Partner.

2

“ 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.

“ Agreed Rate ” means LIBOR plus 100 basis points.

“ Agreement ” is defined in the preamble of this Agreement.

“ Amended Schedule ” is defined in Section 2.04(b) of this Agreement.

“ Amount Realized ” means, in respect of an Exchange by an Applicable Partner, the amount that is deemed for purposes of this Agreement to be the amount realized by the Applicable Partner on the Exchange, which shall be the sum of (i) the Market Value of the Class A Shares, the amount of cash and the amount or fair market value of other consideration transferred to the Exchanging Member in the Exchange and (ii) the Share of Liabilities attributable to the Units Exchanged.

“ Applicable Partner ” means any present or former Partner to whom any portion of a Realized Tax Benefit is Attributable hereunder.

“ Attributable ”: The portion of any Realized Tax Benefit of the Corporation that is “ Attributable ” to any present or former Partner other than the Corporation shall be determined by reference to the assets from which arise the depreciation, amortization or other similar deductions for recovery of cost or basis (“Depreciation”) and with respect to Imputed Interest that produce the Realized Tax Benefit, under the following principles:

“ Basis Adjustment ” means the adjustment to the Tax basis of an Adjusted Asset under section 732 of the Code (in situations where, as a result of one or more Exchanges, a Partnership becomes an entity that is disregarded as separate from its owner for tax purposes) or sections 743(b) and 754 of the Code (including in situations where, following an Exchange, a Partnership remains in existence as an entity for Tax purposes) and, in each case, comparable sections of state, local and foreign Tax laws (as calculated under Section 2.01 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from (i) an Exchange of one or more Partnership Units shall be determined without regard to any Pre-Exchange Transfer of such Partnership Units and as if any such Pre-Exchange Transfer had not occurred.

A “ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

“ Board ” means the board of directors of the Parent.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“ Change of Control ” means the occurrence of any of the following events:

Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Parent immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Parent immediately following such transaction or series of transactions.

“ Class A Shares ” is defined in the recitals of this Agreement.

“ Class B Shares ” means the Class B shares in the Parent.

“ Code ” is defined in the recitals of this Agreement.

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Corporate Entity ” is defined in Section 7.11(a)(i) of this Agreement.

“ Corporation ” is defined in the Preamble of this Agreement.

“ Corporation Return ” means the U.S. federal Tax Return and/or state and/or local and/or foreign Tax Return, as applicable, of the Corporation filed with respect to Taxes of any Taxable Year.

“ Cumulative Net Realized Tax Benefit ” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

“ Default Rate ” means LIBOR plus 500 basis points.

“ Determination ” shall have the meaning ascribed to such term in section 1313(a) of the Code or similar provision of state, local and foreign tax law, as applicable, or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“ Dispute ” has the meaning set forth in Section 7.08(a).

“ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“ Early Termination Notice ” is defined in Section 4.02 of this Agreement.

“ Early Termination Schedule ” is defined in Section 4.02 of this Agreement.

“ Early Termination Payment ” is defined in Section 4.03(b) of this Agreement.

“ Early Termination Rate ” means the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

“ Exchange ” is defined in the recitals of this Agreement, and “Exchanged” and “Exchanging” shall have correlative meanings.

“ Exchange Agreement ” means the Exchange Agreement by and among OZ Management LP, OZ Advisors LP, OZ Advisors II LP and the Partners from time to time party thereto.

“ Exchange Basis Schedule ” is defined in Section 2.02 of this Agreement.

“ Exchange Date ” is defined in the recitals of this Agreement.

“ Exchange Payment ” is defined in Section 5.01.

“ Excluded Assets ” is defined in Section 7.11(c) of this Agreement.

“ Expert ” is defined in Section 7.09 of this Agreement.

“ Holdings ” is defined in the recitals of this Agreement.

“ Holdings Group Partnership ” means OZ Advisors II and all other Persons (as defined herein) in which Holdings acquires a general partnership interest, managing member interest or similar interest on or after the date hereof.

“ Holdings Group Partnership Unit ” means an interest in capital or profits, whether specified as a unit or otherwise, in a Holdings Group Partnership.

“ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

“ Imputed Interest ” shall mean any interest imputed under section 1272, 1274 or 483 or other provision of the Code and any similar provision of state, local and foreign tax law with respect to a Corporation’s payment obligations under this Agreement.

“ IPO Date ” means the date on which Class A Shares in Parent are sold in an initial public offering.

“ IRS ” means the United States Internal Revenue Service.

“ LIBOR ” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

“ Market Value ” shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal ; provided further, that if the Class A Shares are not then listed on a National Securities Exchange or Interdealer Quotation System, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board of Directors of the Corporation in good faith.

“ Material Objection Notice ” has the meaning set forth in Section 4.02.

“ Net Tax Benefit ” has the meaning set forth in Section 3.01(b).

“ Non-Stepped Up Tax Basis ” means, with respect to any asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustment had been made.

“ Objection Notice ” has the meaning set forth in Section 2.04(a).

“ Operating Group Entities ” is defined in the Preamble.

“ Operating Partnership Units ” is defined in the recitals to this Agreement.

“ Original Partners ” means each of the Partners party hereto on the date of execution of this Agreement.

“ OZ Advisors II ” is defined in the Preamble.

“ OZ Fund ” means (i) any private equity fund, hedge fund or any other public or private investment fund managed, directly or indirectly, by any Operating Group Entity or any of its Subsidiaries or Affiliates or any of its investment advisors and (ii) any Subsidiary of any such fund.

“ Parent ” is defined in the Preamble.

“ Partner ” means each party hereto (other than Parent, the Corporation, Holdings and the Partnerships) and each other individual who from time to time executes a joinder to this Agreement in form and substance reasonably satisfactory to the Corporation.

“ Partnerships ” is defined in the recitals of this Agreement.

“ Partnership Agreement ” means, with respect to a Partnership, the Amended and Restated Limited Partnership Agreement of such Partnership, as such is from time to time amended or restated.

“ Partnership Units ” means Holdings Group Partnership Units and Operating Partnership Units.

“ Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Pre-Exchange Transfer ” means any transfer (including upon the death of a Partner) of one or more Partnership Units (i) that occurs prior to an Exchange of such Partnership Units, and (ii) to which section 743(b) of the Code applies.

“ Realized Tax Benefit ” means, for a Taxable Year and for all Taxes collectively, the net excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation for such Taxable Year), such actual Tax liability to be computed with the adjustments described in this Agreement. If all or a portion of the actual liability for Taxes of the Corporation, or the Partnerships (but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation for such Taxable Year), for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“ Realized Tax Detriment ” means, for a Taxable Year and for all Taxes collectively, the net excess, if any, of the actual liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation for such Taxable Year) over the Hypothetical Tax Liability for such Taxable Year, such actual Tax liability to be computed with the adjustments described in this Agreement. If all or a portion of the actual liability for Taxes of the Corporation, or the Partnerships (but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation for such Taxable Year), for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“ Receivable ” of a Partner means such Partner’s rights, interests, and entitlements hereunder as of the date of this Agreement.

“ Reconciliation Dispute ” has the meaning set forth in Section 7.09.

“ Reconciliation Procedures ” shall mean those procedures set forth in Section 7.09 of this Agreement.

“ Schedule ” means any Exchange Basis Schedule, Tax Benefit Schedule and the Early Termination Schedule.

“ Share of Liabilities ” means, as to any Partnership Unit at the time of an exchange, the portion of the relevant Partnership’s “liabilities” (as such term is defined in section 752 and section 1001 of the Code) allocated to that Partnership Unit pursuant to section 752 of the Code and the applicable Treasury Regulations.

“ Subsequent Exchange ” is defined in Section 4.01(a) of this Agreement.

“ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ Tax Benefit Payment ” is defined in Section 3.01(b) of this Agreement.

“ Tax Benefit Schedule ” is defined in Section 2.03 of this Agreement.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“ Taxable Year ” means a taxable year as defined in section 441(b) of the Code or comparable section of state, local or foreign tax law, as applicable, (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made) ending on or after an Exchange Date in which there is a Basis Adjustment due to an Exchange.

“ Taxes ” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether on an exclusive or on an alternative basis, and any interest related to such Tax.

“ Taxing Authority ” shall mean any domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“ Valuation Assumptions ” shall mean, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporation will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustment and the Imputed Interest during such Taxable Year, (2) the federal income tax rates and state, local and foreign income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by the Basis Adjustment or the Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by the Corporation on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets are deemed to be disposed of on the fifteenth anniversary of the earlier of the Basis Adjustment and the Early Termination Date, provided , that in the event of a Change of Control non-amortizable assets shall be deemed disposed of at the earlier of (i) the time of sale of the relevant asset or (ii) as generally provided in this Valuation Assumption (4) and (5) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit shall be deemed to be Exchanged for the Market Value of the Class A Shares and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

ARTICLE II

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.01 Basis Adjustment . For purposes of this Agreement, as a result of an Exchange, each Operating Group Entity shall be deemed to be entitled to a Basis Adjustment for each of its Adjusted Assets with respect to the Corporation, the amount of which Basis Adjustment shall be the excess, if any, of (i) the sum of (x) the Amount Realized by the Applicable Member in the Exchange, to the extent attributable to such Adjusted Asset, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Adjusted Asset, over (ii) the Corporation’s share of the Operating Group Entity’s Tax basis for such Adjusted Asset immediately after the Exchange, attributable to the Operating Partnership Units Exchanged, determined as if (x) the Operating Group Entity remains in existence as an entity for tax purposes, and (y) the Operating Group Entity had not made the election provided by section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

Section 2.02 Exchange Basis Schedule . Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporation for each Taxable Year in which any Exchange has been effected, the Corporation shall deliver to the Applicable Partner a schedule (the “ Exchange Basis Schedule ”) that shows, in reasonable detail, for purposes of Taxes, (i) the actual unadjusted tax basis of the Adjusted Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years, calculated (a) in the aggregate and (b) solely with respect to Exchanges by the Applicable Partner, (iii) the period or periods, if any, over which the Adjusted Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).

Section 2.03 Tax Benefit Schedule . Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Applicable Partner a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “ Tax Benefit Schedule ”). The Schedule will become final as provided in Section 2.04(a) and may be amended as provided in Section 2.04(b) (subject to the procedures set forth in Section 2.04(b)).

Section 2.04 Procedures, Amendments

(a) Procedure . Every time the Corporation delivers to the Applicable Partner an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.04(b), but excluding any Early Termination Schedule or amended Early Termination Schedule, the Corporation shall also (x) deliver to the Applicable Partner schedules and work papers providing reasonable detail regarding the preparation of the Schedule and an Advisory Firm Letter supporting such Schedule and (y) allow the Applicable Partner reasonable access at no cost to the appropriate representatives at the Corporation and the Advisory Firm in connection with a review of such Schedule. The applicable Schedule shall become final and binding on all parties unless the Applicable Partner, within 30 calendar days after receiving an Exchange Basis Schedule or amendment thereto or within 30 calendar days after receiving a Tax Benefit Schedule or amendment thereto, provides the Corporation with notice of a material objection to such Schedule (“ Objection Notice ”) made in good faith. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days of receipt by the Corporation of an Objection Notice, if with respect to an Exchange Basis Schedule, or within 30 calendar days of receipt by the Corporation of an Objection Notice, if with respect to a Tax Benefit Schedule, after such Schedule was delivered to the Applicable Partner, the Corporation and the Applicable Partner shall employ the reconciliation procedures as described in Section 7.09 of this Agreement (the “Reconciliation Procedures”).

(b) Amended Schedule . The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “ Amended Schedule ”).