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.
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).
