AMENDED AND RESTATED EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment 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.
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:
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
This INVESTOR RIGHTS AGREEMENT, dated as of December 29, 2021 (the “Effective Date”) (this “Agreement”), is by and among Blue Owl Capital Inc., a Delaware corporation (“Parent”), Blue Owl Capital GP LLC, a Delaware limited liability company (“Blue Owl GP”), Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry”), each of Douglas Ostrover, Marc Lipschultz and Michael Rees (each, an “OWL Principal”) and Marc Zahr (“Zahr” together with Parent and the OWL Principals, each, a “Party” and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2021 (the “Effective Date”), is made by and among (a) Blue Owl Capital Inc., a Delaware corporation (“PubCo”), (b) Marc Zahr (“MZ”), (c) Augustus, LLC, an Illinois limited liability company wholly owned by MZ (“Augustus”), and each other Person who becomes a Party to this Agreement in accordance with the terms hereof and upon executing a Joinder in the form of Exhibit A hereto. Each of PubCo, MZ and Augustus 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 Merger Agreement (as defined below).
