Underwriting AgreementUnderwriting Agreement • October 21st, 2020 • Altimar Acquisition Corp. • Blank checks • New York
Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
ALTIMAR TECHNOLOGY CORPORATION New York, NY 10019Altimar Acquisition Corp. • October 19th, 2020 • Blank checks • New York
We are pleased to accept the offer Altimar Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Altimar Technology Corporation., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 22, 2020, is entered into by and between Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Altimar Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2020, is made and entered into by and among Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Altimar Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Altimar Acquisition Corporation 33rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrati
Blue Owl Capital Inc. Class A common stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • June 2nd, 2022 • Blue Owl Capital Inc. • Investment advice • New York
The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Blue Owl Capital Inc., a Delaware corporation (the “Company”) and the selling stockholder named therein, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”).
WARRANT AGREEMENT between ALTIMAR ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 22, 2020Warrant Agreement • October 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 2020, is by and between Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 22, 2020 by and between Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 19th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939Indenture • June 16th, 2022 • Blue Owl Capital Inc. • Investment advice • New York
INDENTURE, dated as of [______________], [_____], between Blue Owl Capital Inc., a corporation duly organized and existing under the laws of Delaware (the “Company”), and [__________________________________], as Trustee (the “Trustee”).
SUBSCRIPTION AGREEMENT FOR WALL-CROSS SUBSCRIBERSSubscription Agreement • December 28th, 2020 • Altimar Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 23, 2020, by and among Altimar Acquisition Corporation, a Cayman limited exempted company (the “Company”), Neuberger Berman Group LLC, a Delaware limited liability company (“NB”), Owl Rock Capital Group, LLC, a Delaware limited liability company (“Owl Rock”) and the undersigned subscriber (“Subscriber”). Prior to the closing of the Transactions, the Company will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “Domestication”).
INDENTURE Dated as of April 18, 2024 Among BLUE OWL FINANCE LLC, THE GUARANTORS NAMED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • April 18th, 2024 • Blue Owl Capital Inc. • Investment advice • New York
INDENTURE, dated as of April 18, 2024, among BLUE OWL FINANCE LLC, a Delaware limited liability company (herein called the “Company”) and an indirect subsidiary of Blue Owl Capital Inc., a Delaware Corporation (the “Parent”), the Parent and each of the other guarantors named herein (together with the Parent, the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (herein called the “Trustee”).
AMENDMENT NO. 1 Dated as of June 29, 2023 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 15, 2022Credit Agreement • June 29th, 2023 • Blue Owl Capital Inc. • Investment advice • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 15, 2022, among Blue Owl Finance LLC, a Delaware limited liability company (the “Borrower”), Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry”, and together with Blue Owl Holdings, each, a “Parent Guarantor”, and collectively, the “Parent Guarantors”), the Subsidiary Guarantors from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and MUFG Bank, Ltd., as administrative agent (the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment and Restrictive Covenant Agreement • December 30th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2021, by and between Blue Owl Capital Holdings, LLC, a Delaware limited liability company (the “Company” or “Employer”), and Marc Zahr (“Executive”), and will be effective as of the date hereof. Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 13. For purposes of this Agreement, “Effective Date” means the date on which the Transactions (as defined below) are consummated.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUE OWL CAPITAL CARRY LP a Delaware limited partnership Dated as of October 22, 2021Blue Owl Capital Inc. • October 25th, 2021 • Investment advice • Delaware
This Second Amended and Restated Agreement of Limited Partnership of Blue Owl Capital Carry LP (the “Partnership”), dated as of October 22, 2021 (the “Effective Date”), is entered into by and among Blue Owl Capital Inc., a Delaware corporation (“PubCo”), Blue Owl Capital GP LLC, a Delaware limited liability company, a wholly owned subsidiary of PubCo and a General Partner of the Partnership (“Blue Owl GP”), and the Limited Partners (as defined in this Agreement).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 20, 2021 (the “Effective Date”), is made by and among (a) Blue Owl Capital Inc., a Delaware corporation (“Company”) and (b) Illiquid Markets 1888 Fund, LLC (the “Investor”). Each of Company and the Investor may be referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • September 20th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This Agreement of Purchase and Sale, dated as of September 20, 2021 (the “Purchase Agreement”), is by and among Blue Owl Capital Inc., a Delaware corporation (the “Company”), Blue Owl Capital Holdings LP, a Delaware limited partnership (the “Holdings Partnership” and, together with the Company, “Blue Owl”), and Koch Financial Assets III, LLC (“Investor”).
FIRST AMENDMENT TO EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTAnd Restrictive Covenant Agreement • February 28th, 2022 • Blue Owl Capital Inc. • Investment advice
THIS FIRST AMENDMENT (this “Amendment”) to that certain Employment and Restrictive Covenant Agreement, dated December 23, 2020 (the “Employment Agreement”), by and between Douglas I. Ostrover (“Executive”) and Blue Owl Capital Inc. (formerly known as Altimar Acquisition Corporation) (the “Company”), is effective as of February 25, 2022. Capitalized terms used but not otherwise defined herein have the meaning given to them in the Employment Agreement.
Underwriting AgreementAltimar Acquisition Corp. • October 28th, 2020 • Blank checks • New York
Altimar Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as Amended, this “Agreement”), dated as of August 7, 2023 (the “Effective Date”), is made by and among (a) Blue Owl Capital Inc., a Delaware corporation (“PubCo”); (b) each of the Persons listed on the signature pages attached to this Agreement under the heading “ORC Sellers” (each, an “ORC Seller,” and collectively, the “ORC Sellers”), including (i) Owl Rock Capital Feeder, LLC, a Delaware limited liability company (“ORC Feeder”), (ii) Owl Rock Capital Partners LP, a Delaware limited partnership (“ORCP”), in its capacity as the ORC Principal Representative under this Agreement, and (iii) each of Douglas Ostrover, Marc Lipschultz, Craig Packer and Alan Kirshenbaum (each, an “ORC Principal,” and collectively the “ORC Principals”); and (c) each of the Persons listed on the signature pages attached to this Agreement under the heading “Dyal Sellers” (each, a “Dyal Seller,” and collectively, the “Dyal Sellers”), including (i) Neuberger Be
AMENDED & RESTATED EXCHANGE AGREEMENTExchange Agreement • February 27th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of October 22, 2021 (the “Effective Date”), among Blue Owl Capital Inc., a Delaware corporation, Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry”), Blue Owl Capital GP LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (and any successor General Partner of Blue Owl Holdings and Blue Owl Carry designated in accordance with the applicable A&R Blue Owl Operating Agreements (as defined below), the “General Partner”)), and each Blue Owl Limited Partner (as defined below) from time to time party to this Agreement.
BLUE OWL CAPITAL CARRY LP FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPPartnership Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice
This First Amendment (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Blue Owl Capital Carry LP, a Delaware limited partnership (the “Partnership”), dated as of October 22, 2021 (the “Partnership Agreement”), is dated effective as of December 20, 2023 (the “Effective Date”), and is adopted and executed by Blue Owl Capital GP LLC, a Delaware limited liability company (the “General Partner”), in its capacity as general partner of the Partnership and on behalf of the Partnership, and the undersigned Limited Partners, who collectively constitute a Majority in Interest of the Limited Partners, in each case, in accordance with the terms of the Partnership Agreement (including Article XIII thereof). Terms used but not defined herein have the respective meanings ascribed to such terms in the Partnership Agreement.
FIRST SUPPLEMENTAL INDENTURE Dated as of June 10, 2021 Supplementing that Certain INDENTURE Dated as of June 10, 2021 Among BLUE OWL FINANCE LLC, THE GUARANTOR PARTIES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeFirst Supplemental Indenture • June 10th, 2021 • Blue Owl Capital Inc. • Investment advice • New York
This First Supplemental Indenture, dated as of June 10, 2021 (the “First Supplemental Indenture”), among Blue Owl Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 399 Park Avenue, 38th Floor, New York, NY 10022 (the “Company”), the Guarantors party hereto, Wilmington Trust, National Association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), and solely for the purposes of Section 6.3 of this First Supplemental Indenture, Blue Owl Capital Inc., supplements that certain Indenture, dated as of June 10, 2021, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this First Supplemental Indenture, the “Indenture”).
FORM OF BLUE OWL CAPITAL, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT1Restricted Share Unit Award Agreement • October 25th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of [•] (the “Grant Date”), is entered into by and between Blue Owl Capital, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereto (the “Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Blue Owl Capital, Inc. 2021 Equity Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDED & RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 27th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
This AMENDED & RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 22, 2021, is hereby entered into by and among Blue Owl Capital, Inc., a Delaware corporation (“PubCo”), Blue Owl Capital GP LLC, a Delaware limited liability company (and any successor general partner of Manager OP (as defined below) and Carry OP (as defined below) designated in accordance with the Applicable Partnership Agreements (as defined below), the “Corporation”), Blue Owl Capital Holdings LP, a Delaware limited partnership (“Manager OP”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Carry OP”), and each of the Partners (as defined herein).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2021 • Blue Owl Capital Inc. • Investment advice
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated effective for all purposes as of December 23, 2021 (this “Amendment”), is made and entered into by and among:
THIRD SUPPLEMENTAL INDENTURE Dated as of February 15, 2022 Supplementing that Certain INDENTURE Dated as of June 10, 2021 among BLUE OWL FINANCE LLC, THE GUARANTOR PARTIES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.375% Senior...Third Supplemental Indenture • February 15th, 2022 • Blue Owl Capital Inc. • Investment advice • New York
This Third Supplemental Indenture, dated as of February 15, 2022 (the “Third Supplemental Indenture”), among Blue Owl Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 399 Park Avenue, 38th Floor, New York, NY 10022 (the “Company”), the Guarantors party hereto, and Wilmington Trust, National Association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), and solely for the purposes of Section 6.3 of this Third Supplemental Indenture, Blue Owl Capital Inc., supplements that certain Indenture, dated as of June 10, 2021, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this Third Supplemental Indenture, the “Indenture”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 12th, 2021 • Altimar Acquisition Corp. • Investment advice • Delaware
THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of March 25, 2021 (the “Effective Date”), is by and among (i) Altimar Acquisition Corporation, a Cayman Islands exempted company, (ii) Owl Rock Capital Group LLC, a Delaware limited liability company, (iii) Owl Rock Capital Feeder LLC, a Delaware limited liability company, (iv) Owl Rock Capital Partners LP, a Delaware limited partnership, and (v) Neuberger Berman Group LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of February 21, 2024 (the “Effective Date”), is hereby entered into by and among Blue Owl Capital, Inc., a Delaware corporation (“PubCo”), Blue Owl Capital GP LLC, a Delaware limited liability company (and any successor general partner of Manager OP and Carry OP designated in accordance with the Applicable Partnership Agreements, the “Corporation”), Blue Owl Capital Holdings LP, a Delaware limited partnership (“Manager OP”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Carry OP”), and each of the Partners (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Tax Receivable Agreement (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice
This Transition Services Agreement (this “Agreement”), is made and entered into as of May 19, 2021, by and between (i) Blue Owl Capital Inc., a Delaware corporation (the “Buyer”), and (ii) Neuberger Berman Group LLC, a Delaware limited liability company (the “Servicer”). The Buyer and Servicer are each referred to in this Agreement as a “Party” and collectively as the “Parties.” All capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement (defined below).
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 26th, 2021 • Altimar Acquisition Corp. • Investment advice • Delaware
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 4, 2021 is by and among (i) Altimar Acquisition Corporation, a Cayman Islands exempted company, (ii) Owl Rock Capital Group LLC, a Delaware limited liability company, (iii) Owl Rock Capital Feeder LLC, a Delaware limited liability company, (iv) Owl Rock Capital Partners LP, a Delaware limited partnership, and (v) Neuberger Berman Group LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
PRINCIPALS AGREEMENTPrincipals Agreement • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS PRINCIPALS AGREEMENT (as Amended, this “Agreement”), dated as of August 7, 2023 (the “Effective Date”), is made by and among each of Douglas Ostrover (“Ostrover”), Marc Lipschultz (“Lipschultz”), Craig Packer (“Packer”), Alan Kirshenbaum (“Kirshenbaum”), Marc Zahr (“Zahr”), Michael Rees (“Rees”), Sean Ward (“Ward”), Andrew Laurino (“Laurino”) (each, a “Principal” and collectively as the “Principals”), and Blue Owl Capital Inc., a Delaware corporation (“PubCo”). Each of the Principals and PubCo, and solely for purposes of Section 1.3(a), Blue Owl Capital Holdings, LLC, a Delaware limited liability company (“BOCH”), may be referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Amended IRA (as defined below).
BLUE OWL CAPITAL GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT May 19, 2021Limited Liability Company Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Blue Owl Capital GP LLC (the “Company”) is entered into as of May 19, 2021, by and among the Company and Blue Owl Capital Inc., a Delaware corporation (f/k/a Altimar Acquisition Corporation, a Cayman Island exempted company) (the “Member”), and, solely with respect to Section 4.4 hereof, Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”) and Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry” and, together with Blue Owl Holdings, the “Partnerships”).
SECOND AMENDED & RESTATED EXCHANGE AGREEMENTJoinder Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of February 21, 2024 (the “Effective Date”), among Blue Owl Capital Inc., a Delaware corporation, Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry”), Blue Owl Capital GP LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (and any successor General Partner of Blue Owl Holdings and Blue Owl Carry designated in accordance with the applicable A&R Blue Owl Operating Agreements (as defined below), the “General Partner”), each Management Vehicle from time to time party to this Agreement and each Blue Owl Limited Partner from time to time party to this Agreement.
FIFTH SUPPLEMENTAL INDENTURE Dated as of April 18, 2024 Supplementing that Certain INDENTURE Dated as of June 10, 2021 among BLUE OWL FINANCE LLC, THE GUARANTOR PARTIES HERETO, THE NEW GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL...Supplemental Indenture • April 18th, 2024 • Blue Owl Capital Inc. • Investment advice • New York
This Fifth Supplemental Indenture, dated as of April 18, 2024 (the “Fifth Supplemental Indenture”), among Blue Owl Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 399 Park Avenue, 37th Floor, New York, NY 10022 (the “Company”), Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings LP”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry LP”), Blue Owl Capital Group LLC, a Delaware limited liability company (“Blue Owl Group”), Blue Owl GPSC Holdings LLC, a Delaware limited liability company (“GPSC Holdings”), Blue Owl Capital GP Holdings LP, a Delaware limited partnership (“Blue Owl Capital Holdings”), Blue Owl GP Stakes GP Holdings LLC, a Delaware limited liability company (“Blue Owl GP Holdings” and together with Blue Owl Holdings LP, Blue Owl Carry LP, Blue Owl Group, GPSC Holdings and Blue Owl Capital Holdings, the “Existing Guarantors”), Bl
