AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as Amended, this “Agreement”), dated as of August 7, 2023 (the “Effective Date”), is made by and among (a) Blue Owl Capital Inc., a Delaware corporation (“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 Douglas Ostrover, Marc Lipschultz, Craig Packer and Alan Kirshenbaum (each, an “ORC Principal,” and collectively the “ORC Principals”); and (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, the “Dyal Sellers”), including (i) Neuberger Be
PRINCIPALS AGREEMENTPrincipals Agreement • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS PRINCIPALS AGREEMENT (as Amended, this “Agreement”), dated as of August 7, 2023 (the “Effective Date”), is made by and among each of Douglas Ostrover (“Ostrover”), Marc Lipschultz (“Lipschultz”), Craig Packer (“Packer”), Alan Kirshenbaum (“Kirshenbaum”), Marc Zahr (“Zahr”), Michael Rees (“Rees”), Sean Ward (“Ward”), Andrew Laurino (“Laurino”) (each, a “Principal” and collectively as the “Principals”), and Blue Owl Capital Inc., a Delaware corporation (“PubCo”). Each of the Principals and PubCo, and solely for purposes of Section 1.3(a), Blue Owl Capital Holdings, LLC, a Delaware limited liability company (“BOCH”), 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 Amended IRA (as defined below).
FOURTH SUPPLEMENTAL INDENTURE Dated as of May 26, 2023 Supplementing that Certain INDENTURE Dated as of June 10, 2021 among BLUE OWL FINANCE LLC, THE GUARANTOR PARTIES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 7.397% Senior Notes...Fourth Supplemental Indenture • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • New York
This Fourth Supplemental Indenture, dated as of May 26, 2023 (the “Fourth Supplemental Indenture”), among Blue Owl Finance LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 399 Park Avenue, 37th Floor, New York, NY 10022 (the “Company”), the Guarantors party hereto, and Wilmington Trust, National Association, as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), and solely for the purposes of Section 6.3 of this Fourth Supplemental Indenture, Blue Owl Capital Inc., supplements that certain Indenture, dated as of June 10, 2021, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof, together with this Fourth Supplemental Indenture, the “Indenture”).
AMENDED AND RESTATED EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment and Restrictive Covenant Agreement • August 8th, 2023 • Blue Owl Capital Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into and effective as of August 7, 2023, by and between Blue Owl Capital Inc., a Delaware corporation (the “Company”), and Michael D. Rees (“Executive”). Capitalized terms used herein that are not defined in the paragraph in which they first appear are defined in Section 13 and, to the extent not defined therein (or if expressly stated herein), shall have the meaning set forth in the Investor Rights Agreement.
