OWL ROCK CAPITAL CORPORATION II Up to 264,000,000 Shares of Common Stock, $0.01 par value per share PARTICIPATING BROKER-DEALER AGREEMENT March , 2017Broker-Dealer Agreement • April 5th, 2017 • Owl Rock Capital Corp II • New York
Subject to the terms described herein below, Owl Rock Capital Securities LLC, as the dealer manager (“Dealer Manager”) for Owl Rock Capital Corporation II, a Maryland corporation (the “Corporation”), invites you (“Participating Broker-Dealer”) to participate in the distribution, on a “best efforts” basis, of up to 264,000,000 shares of common stock of the Corporation, $0.01 par value per share (the “Common Stock”) (such offering, the “Offering”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”). The Offered Shares will be sold at the initial offering price as set forth in Section III hereof, which may be subject to change as set forth in the registration statement on Form N-2 filed by the Corporation (File No. 333-213716), which includes the Corporation’s prospectus, as amended or supplemented from time to time (the “Prospectus”).
