0001193125-11-316314 Sample Contracts

Och-Ziff Capital Management Group, LLC Class A Shares Representing Class A Limited Liability Company Interests Underwriting Agreement
Underwriting Agreement • November 18th, 2011 • Och-Ziff Capital Management Group LLC • Investment advice • New York

Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 33,333,333 Class A shares representing Class A limited liability interests of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 2,500,000 additional Class A shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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