Common use of Issuances by PubCo Clause in Contracts

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii) and Section 14.1, if, at any time after the Closing Date, Pubco sells or issues Class A Shares or any other Equity Securities of Pubco (other than Class V Shares), (x) the Partnership shall concurrently issue to the Special Limited Partner an equal number of Class A Common Units (if Pubco issues Class A Shares), or an equal number of such other Equity Security of the Partnership corresponding to the Equity Securities issued by Pubco (if Pubco issues Equity Securities other than Class A Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco so issued and (y) Pubco shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the the Partnership, the net proceeds or other property received by Pubco, if any, for such Class A Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i) or Section 3.4(a)(iii), this Section 3.4(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares or other Equity Securities of Pubco of rights to purchase Equity Securities of Pubco under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan) or (y) the issuance under Pubco’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited Partner, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of Pubco are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the Partnership, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Partnership shall be issued to the Special Limited Partner as required by the first sentence of Section 3.4(a)(i), and (z) Pubco shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the Partnership, the net proceeds received by Pubco from any such exercise or conversion.

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii) ), Article XIV, the Exchange Agreement and Section 14.1the Investor Rights Agreement, if, at any time after the Closing DateMay 19, Pubco 2021, PubCo sells or issues Class A Shares, Class B Shares or any other Equity Securities of Pubco PubCo (other than Class V SharesC Shares or Class D Shares (it being understood and agreed that no Class E Shares shall be issued after the Closing Date), ): (xA) the Partnership shall concurrently issue to the Special Limited General Partner an equal number of Class A Common GP Units (if Pubco PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of the Partnership corresponding to the Equity Securities issued by Pubco PubCo (if Pubco PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution); (B) the General Partner will cause Blue Owl Holdings to concurrently issue to the General Partner an equal number of Holdings GP Units (if PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of Blue Owl Holdings corresponding to the Equity Securities issued by PubCo (if PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (yincluding distributions upon liquidation) Pubco and other economic rights as those of such Equity Securities of PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution), pursuant to and in accordance with Section 3.4(a) of the Holdings LPA; and (C) PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to the (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Holdings, its Allocation Percentage of, the net proceeds or other property received by PubcoPubCo, if any, for such Class A Share, Class B Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i) or Section 3.4(a)(iii), this Section 3.4(a) shall not apply to to: (x) the issuance and distribution to holders of Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo of rights to purchase Equity Securities of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares or Class B Shares, such Class A Shares or Class B Shares will be issued together with a corresponding right under such plan) ); or (y) the issuance under PubcoPubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited PartnerPubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco PubCo in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iiiSection 3.4(a)(iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco PubCo is exercised or otherwise converted or subject to vesting and, as a result, any Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo are issued (including as a result of the exercise of Warrants), ): (xA) the corresponding Equity Security outstanding at the PartnershipPartnership and at Blue Owl Holdings, if any, shall be similarly exercised or otherwise convertedconverted or subject to vesting, if applicable, ; (yB) an equivalent number of Class A Common (x) GP Units or equivalent Equity Securities of the Partnership and (y) Holdings GP Units or equivalent Equity Securities of Blue Owl Holdings shall be issued to the Special Limited General Partner as required by the first sentence of Section 3.4(a)(i), and ; and (zC) Pubco PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Holdings, its Allocation Percentage of, the net proceeds (if any) received by Pubco PubCo from any such exercise or conversion.

Issuances by PubCo. (ia) Subject to Section 3.4(a)(ii9.5.1(b) and Section 14.1the Exchange Agreement, if, at any time after the Closing Date, Pubco PubCo sells or issues Class A Common Shares or any other Equity Securities Interests of Pubco PubCo (other than Class V B Common Shares), ): (xi) the Partnership shall concurrently issue to the Special Limited Partner PubCo an equal number of Class A Common Units (if Pubco PubCo issues Class A Common Shares), or an equal number of such other Equity Security Interests of the Partnership corresponding to the Equity Securities Interests issued by Pubco PubCo (if Pubco PubCo issues Equity Securities Interests other than Class A Common Shares), and with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo so issued and issued; and (yii) Pubco PubCo shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the the Partnership, Partnership the net proceeds or other property received by PubcoPubCo, if any, for such Class A Common Share or other Equity SecurityInterest. (iib) Notwithstanding anything to the contrary contained in Section 3.4(a)(i9.5.1(a) or Section 3.4(a)(iii9.5.1(c), this Section 3.4(a) 9.5.1 shall not apply to to: (xi) the issuance and distribution to holders of Class A Common Shares or other Equity Securities Interests of Pubco PubCo of rights to purchase Equity Securities Interests of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A SharesCommon Shares pursuant to the Exchange Agreement, such Class A Common Shares will be issued together with a corresponding right under such plan) or ); or (yii) the issuance under PubcoPubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities Interests of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited PartnerPubCo, but shall Section 9.5.1 shall, in each of the foregoing cases cases, apply to the issuance of Equity Securities Interests of Pubco PubCo in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting other rights to acquire Equity Interests of restricted stock (including as set forth in clause (iii) below, as applicable)PubCo. (iii) In the event any outstanding Equity Security of Pubco is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of Pubco are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the Partnership, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Partnership shall be issued to the Special Limited Partner as required by the first sentence of Section 3.4(a)(i), and (z) Pubco shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the Partnership, the net proceeds received by Pubco from any such exercise or conversion.

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii4.4(a)(ii) and Section 14.1, if, at any time after the Closing Date, Pubco PubCo sells or issues Class A Shares or any other Equity Securities of Pubco PubCo (other than Class V Shares), (x) the Partnership Company shall concurrently issue to the Special Limited Partner PubCo an equal number of Class A Common Units (if Pubco PubCo issues Class A Shares), or an equal number of such other Equity Security of the Partnership Company corresponding to the Equity Securities issued by Pubco PubCo (if Pubco PubCo issues Equity Securities other than Class A Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo so issued and (y) Pubco PubCo shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the the Partnership, Company the net proceeds or other property received by PubcoPubCo, if any, for such Class A Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i4.4(a)(i) or Section 3.4(a)(iii4.4(a)(iii), this Section 3.4(a4.4(a) shall not apply to (x) the issuance and distribution to holders of Class A Shares or other Equity Securities of Pubco PubCo of rights to purchase Equity Securities of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan) or (y) the issuance under PubcoPubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco PubCo or rights or property that may be converted into or settled in Equity Securities of the Special Limited PartnerPubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco PubCo in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco PubCo is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of Pubco PubCo are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the PartnershipCompany, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Partnership Company shall be issued to the Special Limited Partner PubCo as required by the first sentence of Section 3.4(a)(i4.4(a)(i), and (z) Pubco PubCo shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the Partnership, Company the net proceeds received by Pubco PubCo, if any, from any such exercise or conversion. (iv) In the event that the Company or any of its Subsidiaries elects, pursuant to the terms of the Phantom Equity Acknowledgments, to settle any of its obligations thereunder by delivering Class A Shares to the persons specified therein, then immediately prior to such delivery, (x) PubCo shall contribute (or be deemed to contribute) to the Company the applicable number of Class A Shares to be delivered thereunder by the Company or applicable Subsidiary, and (y) the Company shall concurrently issue to PubCo an equal number of Class A Common Units.

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii) ), Article XIV, the Exchange Agreement and Section 14.1the Investor Rights Agreement, if, at any time after the Closing Date, Pubco PubCo sells or issues Class A Shares, Class B Shares or any other Equity Securities of Pubco PubCo (other than Class V SharesC Shares or Class D Shares (it being understood and agreed that no Class E Shares shall be issued after the Closing Date), ): (xA) the Partnership shall concurrently issue to the Special Limited General Partner an equal number of Class A Common GP Units (if Pubco PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of the Partnership corresponding to the Equity Securities issued by Pubco PubCo (if Pubco PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution); (B) the General Partner will cause Blue Owl Carry to concurrently issue to the General Partner an equal number of Carry GP Units (if PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of Blue Owl Carry corresponding to the Equity Securities issued by PubCo (if PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (yincluding distributions upon liquidation) Pubco and other economic rights as those of such Equity Securities of PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution), pursuant to and in accordance with Section 3.4(a) of the Carry LPA; and (C) PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to the (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Carry, its Allocation Percentage of, the net proceeds or other property received by PubcoPubCo, if any, for such Class A Share, Class B Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i) or Section 3.4(a)(iii), this Section 3.4(a) shall not apply to to: (x) the issuance and distribution to holders of Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo of rights to purchase Equity Securities of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares or Class B Shares, such Class A Shares or Class B Shares will be issued together with a corresponding right under such plan) ); or (y) the issuance under PubcoPubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited PartnerPubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco PubCo in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iiiSection 3.4(a)(iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco PubCo is exercised or otherwise converted or subject to vesting and, as a result, any Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo are issued (including as a result of the exercise of Warrants), ): (xA) the corresponding Equity Security outstanding at the PartnershipPartnership and at Blue Owl Carry, if any, shall be similarly exercised or otherwise convertedconverted or subject to vesting, if applicable, ; (yB) an equivalent number of Class A Common (x) GP Units or equivalent Equity Securities of the Partnership and (y) Carry GP Units or equivalent Equity Securities of Blue Owl Carry shall be issued to the Special Limited General Partner as required by the first sentence of Section 3.4(a)(i), and ; and (zC) Pubco PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Carry, its Allocation Percentage of, the net proceeds (if any) received by Pubco PubCo from any such exercise or conversion.

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii) ), Article XIV, the Exchange Agreement and Section 14.1the Investor Rights Agreement, if, at any time after the Closing DateMay 19, Pubco 2021, PubCo sells or issues Class A Shares, Class B Shares or any other Equity Securities of Pubco PubCo (other than Class V SharesC Shares or Class D Shares (it being understood and agreed that no Class E Shares shall be issued after the Closing Date), ): (xA) the Partnership shall concurrently issue to the Special Limited General Partner an equal number of Class A Common GP Units (if Pubco PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of the Partnership corresponding to the Equity Securities issued by Pubco PubCo (if Pubco PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution); (B) the General Partner will cause Blue Owl Carry to concurrently issue to the General Partner an equal number of Carry GP Units (if PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of Blue Owl Carry corresponding to the Equity Securities issued by PubCo (if PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (yincluding distributions upon liquidation) Pubco and other economic rights as those of such Equity Securities of PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution), pursuant to and in accordance with Section 3.4(a) of the Carry LPA; and (C) PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to the (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Carry, its Allocation Percentage of, the net proceeds or other property received by PubcoPubCo, if any, for such Class A Share, Class B Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i) or Section 3.4(a)(iii), this Section 3.4(a) shall not apply to to: (x) the issuance and distribution to holders of Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo of rights to purchase Equity Securities of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares or Class B Shares, such Class A Shares or Class B Shares will be issued together with a corresponding right under such plan) ); or (y) the issuance under PubcoPubCo’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited PartnerPubCo, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco PubCo in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iiiSection 3.4(a)(iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco PubCo is exercised or otherwise converted or subject to vesting and, as a result, any Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo are issued (including as a result of the exercise of Warrants), ): (xA) the corresponding Equity Security outstanding at the PartnershipPartnership and at Blue Owl Carry, if any, shall be similarly exercised or otherwise convertedconverted or subject to vesting, if applicable, ; (yB) an equivalent number of Class A Common (x) GP Units or equivalent Equity Securities of the Partnership and (y) Carry GP Units or equivalent Equity Securities of Blue Owl Carry shall be issued to the Special Limited General Partner as required by the first sentence of Section 3.4(a)(i), and ; and (zC) Pubco PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Carry, its Allocation Percentage of, the net proceeds (if any) received by Pubco PubCo from any such exercise or conversion.

Issuances by PubCo. (i) Subject to Section 3.4(a)(ii) ), Article XIV, the Exchange Agreement and Section 14.1the Investor Rights Agreement, if, at any time after the Closing Date, Pubco PubCo sells or issues Class A Shares, Class B Shares or any other Equity Securities of Pubco PubCo (other than Class V SharesC Shares or Class D Shares (it being understood and agreed that no Class E Shares shall be issued after the Closing Date), ): (xA) the Partnership shall concurrently issue to the Special Limited General Partner an equal number of Class A Common GP Units (if Pubco PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of the Partnership corresponding to the Equity Securities issued by Pubco PubCo (if Pubco PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution); (B) the General Partner will cause Blue Owl Holdings to concurrently issue to the General Partner an equal number of Holdings GP Units (if PubCo issues Class A Shares or Class B Shares), or an equal number of such other Equity Security of Blue Owl Holdings corresponding to the Equity Securities issued by PubCo (if PubCo issues Equity Securities other than Class A Shares or Class B Shares), and with substantially the same rights to dividends and distributions (yincluding distributions upon liquidation) Pubco and other economic rights as those of such Equity Securities of PubCo so issued (adjusted for any taxes owed by PubCo on the receipt of such distribution), pursuant to and in accordance with Section 3.4(a) of the Holdings LPA; and (C) PubCo shall concurrently contribute to the Special Limited General Partner, which shall concurrently contribute to the (x) the Partnership, its Allocation Percentage of, and (y) Blue Owl Holdings, its Allocation Percentage of, the net proceeds or other property received by PubcoPubCo, if any, for such Class A Share, Class B Share or other Equity Security. (ii) Notwithstanding anything to the contrary contained in Section 3.4(a)(i) or Section 3.4(a)(iii), this Section 3.4(a) shall not apply to to: (x) the issuance and distribution to holders of Class A Shares, Class B Shares or other Equity Securities of Pubco PubCo of rights to purchase Equity Securities of Pubco PubCo under a “poison pill” or similar shareholder rights plan (and upon exchange of Class A Common Units for Class A Shares or Class B Shares, such Class A Shares or Class B Shares will be issued together with a corresponding right under such plan) or (y) the issuance under Pubco’s employee benefit plans of any warrants, options, stock appreciation right, restricted stock, restricted stock units, performance based award or other rights to acquire Equity Securities of Pubco or rights or property that may be converted into or settled in Equity Securities of the Special Limited Partner, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Pubco in connection with the exercise or settlement of such warrants, options, stock appreciation right, restricted stock units, performance based awards or the vesting of restricted stock (including as set forth in clause (iii) below, as applicable). (iii) In the event any outstanding Equity Security of Pubco is exercised or otherwise converted and, as a result, any Class A Shares or other Equity Securities of Pubco are issued (including as a result of the exercise of Warrants), (x) the corresponding Equity Security outstanding at the Partnership, if any, shall be similarly exercised or otherwise converted, if applicable, (y) an equivalent number of Class A Common Units or equivalent Equity Securities of the Partnership shall be issued to the Special Limited Partner as required by the first sentence of Section 3.4(a)(i), and (z) Pubco shall concurrently contribute to the Special Limited Partner, which shall concurrently contribute to the Partnership, the net proceeds received by Pubco from any such exercise or conversion.; or