AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUE OWL CAPITAL CARRY LP a Delaware limited partnership Dated as of May 19, 2021Limited Partnership Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This Amended and Restated Agreement of Limited Partnership of Blue Owl Capital Carry LP (the “Partnership”), dated as of May 19, 2021 (the “Effective Date”), is entered into by and among Blue Owl Capital Inc., a Delaware corporation (“PubCo”), and Blue Owl Capital GP LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (in its capacity as the General Partner, the “General Partner”), and the Limited Partners (as defined in this Agreement).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as Amended, this “Agreement”), dated as of May 19, 2021 (the “Effective Date”), is made by and among (a) Blue Owl Capital Inc., a Delaware corporation, formerly Altimar Acquisition Corporation, a Cayman Island exempted company (“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 Doug Ostrover, Marc Lipschultz, Craig Packer and Alan Kirshenbaum (each, an “ORC Principal,” and collectively the “ORC Principals”); (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, t
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 19, 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 (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).
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).
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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of among Blue Owl Capital Inc., a Delaware corporation (the “Indemnitor”) and the indemnitee named on the signature pages hereto (“Indemnitee”).
EXCHANGE AGREEMENTExchange Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of May 19, 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.
AMENDED AND RESTATED WARRANT AGREEMENT between BLUE OWL CAPITAL INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated May 19, 2021Warrant Agreement • May 21st, 2021 • Blue Owl Capital Inc. • Investment advice • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated May 19, 2021, is by and among Blue Owl Capital Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (collectively, the “Warrant Agent”).
