BLUE OWL CAPITAL CARRY LP FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPPartnership Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice
This First Amendment (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Blue Owl Capital Carry LP, a Delaware limited partnership (the “Partnership”), dated as of October 22, 2021 (the “Partnership Agreement”), is dated effective as of December 20, 2023 (the “Effective Date”), and is adopted and executed by Blue Owl Capital GP LLC, a Delaware limited liability company (the “General Partner”), in its capacity as general partner of the Partnership and on behalf of the Partnership, and the undersigned Limited Partners, who collectively constitute a Majority in Interest of the Limited Partners, in each case, in accordance with the terms of the Partnership Agreement (including Article XIII thereof). Terms used but not defined herein have the respective meanings ascribed to such terms in the Partnership Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of February 21, 2024 (the “Effective Date”), 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 and Carry OP designated in accordance with the Applicable Partnership Agreements, 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 (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Tax Receivable Agreement (as defined below).
SECOND AMENDED & RESTATED EXCHANGE AGREEMENTJoinder Agreement • February 23rd, 2024 • Blue Owl Capital Inc. • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of February 21, 2024 (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”), each Management Vehicle from time to time party to this Agreement and each Blue Owl Limited Partner from time to time party to this Agreement.
