EX-10.3





 Exhibit 10.3 
  

 
  

 
  

BLUE OWL CAPITAL GP LLC 
  

 
 AMENDED AND
RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 

May 19, 2021 
 THE MEMBERSHIP
INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE
SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. 

 
  

 












 AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 
 BLUE OWL
CAPITAL GP LLC 
 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”). 

WHEREAS, the Company was formed on January 14, 2021 by filing the Certificate (as defined below) with the Secretary of State of
the State of Delaware; 
 WHEREAS, as of the date of this Agreement, the Company is the general partner of each of the Partnerships; 

WHEREAS, the Company and the Member entered into that certain Limited Liability Company Agreement of the Company, dated as of January 14,
2021 (the “Original Agreement”); and 
 WHEREAS, the Company and the Member now desire to amend and restate the Original
Agreement to read in its entirety as set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 GENERAL
PROVISIONS; DEFINITIONS 
 1.1    Formation. The Company has been organized as a Delaware limited
liability company by the filing of a certificate of formation on January 14, 2021 (the “Certificate”) in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq. (as amended from
time to time, the “Act”). 
 1.2    Name. The name of the Company will be “Blue Owl Capital
GP LLC” or such other name or names as the Managing Member may from time to time designate. 

1.3    Purpose. At any time prior to the Partnerships becoming wholly owned subsidiaries of the Company (if ever),
the Company’s purpose shall be (i) the ownership, acquisition and disposition of equity interests of the Partnerships; (ii) the management of the business of the Partnerships; (iii) financing or refinancing of any type related to
the Partnerships or their respective assets or activities; and (iv) such activities as are incidental thereto. From and after the time (if ever) that the Partnerships become wholly owned subsidiaries of the Company, the Company’s purpose
shall be to carry on any activities which may lawfully be carried on by a limited liability company organized pursuant to the Act. 

  
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 1.4    Registered Office; Registered Agent; Place of Business.
The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other office (which need not be a place of business of the
Company) as the Managing Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate, or such other Person or
Persons as the Managing Member may designate from time to time in the manner provided by law. The Company will maintain an office and principal place of business at such place or places inside or outside the State of Delaware as the Managing Member
may designate from time to time, and all business and activities of the Company shall be deemed to have occurred at its principal office. 

1.5    Member; Membership Interests. The name and the mailing address of the Member and the limited liability
company interests in the Company (the “Membership Interests”) held by the Member are identified on Schedule I attached hereto. The Membership Interests shall be uncertificated. 

1.6    Capital Contributions. The Member shall not be required to make capital contributions to the Company. 

1.7    Liability of Member. Except as otherwise required by applicable law and as explicitly set forth in this
Agreement, the Member shall not have any personal liability whatsoever in such Member’s capacity as a member (or Managing Member), whether to the Company, to the creditors of the Company or to any other third party, for the debts, commitments
or any other obligations or Liabilities of the Company or for any losses of the Company. 
 1.8    Term. The
Company shall continue until dissolved and terminated in accordance with Article VI. 

1.9    Definitions. For purposes of this Agreement: 

“Act” shall have the meaning given to such term in Section 1.1. 

“Action” shall have the meaning given to such term in Section 4.3(a). 

“Affiliate” shall have the meaning given to such term in the Blue Owl LPAs (or if any differences between them, the Blue Owl
Holdings LPA). 
 “Agreement” shall have the meaning given to such term in the Preamble. 

“Allocation Percentage” shall have the meaning given to such term in the Exchange Agreement. 

“BCA” means that certain Business Combination Agreement, dated as of December 23, 2020, by and among the Member, Owl
Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP, Neuberger Berman Group LLC, and the other parties thereto, together with the Schedules and Exhibits thereto, as the same may be amended, restated, modified,
supplemented or replaced from time to time. 
 “Blue Owl Carry” shall have the meaning given to such term in the Preamble.


  
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 “Blue Owl Carry LPA” means the Amended and Restated Limited Partnership
Agreement of Blue Owl Carry, dated on or about the date of this Agreement, together with the Schedules and Exhibits thereto, as the same may be amended, restated, modified, supplemented or replaced from time to time. 

“Blue Owl Holdings” shall have the meaning given to such term in the Preamble. 

“Blue Owl Holdings LPA” means the Amended and Restated Limited Partnership Agreement of Blue Owl Holdings, dated on or about
the date of this Agreement, together with the Schedules and Exhibits thereto, as the same may be amended, restated, modified, supplemented or replaced from time to time. 

“Blue Owl LPAs” means the Blue Owl Holdings LPA and the Blue Owl Carry LPA, collectively. 

“Blue Owl Operating Group Entities” means Blue Owl Holdings and Blue Owl Carry, collectively. 

“Business Day” shall have the meaning given to such term in the Blue Owl LPAs (or if any differences between them, the Blue
Owl Holdings LPA). 
 “Cash Exchange Election” shall have the meaning given to such term in the Exchange Agreement. 

“Certificate” shall have the meaning given to such term in Section 1.1. 

“Code” shall have the meaning given to such term in the Blue Owl LPAs (or if any differences between them, the Blue Owl
Holdings LPA). 
 “Company” means Blue Owl Capital GP LLC, a Delaware limited liability company formed pursuant to the
Certificate and governed by this Agreement. 
 “Exchange” shall have the meaning given to such term in the Exchange
Agreement. 
 “Exchange Agreement” means the Exchange Agreement, dated on or about the date of this Agreement, by and among
the Member, the Company, Blue Owl Holdings, Blue Owl Carry and certain other Persons party thereto, as the same may be amended, modified supplemented or waived from time to time. 

“Exchange Committee” shall have the meaning given to such term in Section 3.3(a). 

“Executive Committee” shall have the meaning given to such term in the Investor Rights Agreement. 

“Governing Documents” shall have the meaning given to such term in the BCA. 

“Indemnitee” means, (a) with respect to the Member: (i) the Member, in its capacity as a member of the Company and
as the Managing Member, (ii) each of the Member’s Affiliates and the Member’s or its Affiliates’ direct and indirect officers, directors, liquidators, partners, shareholders, equityholders, members, managers, fiduciaries,
controlling Persons and employees, in their capacity as such, and (iii) any representatives, agents or employees of any Person identified in clauses (i)-(ii) of this clause (a); (b) each current or former employee, Officer
or member of any management or advisory board 

  
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or committee of the Company (including the Exchange Committee), in their capacity as such; (c) without duplication of the foregoing clause (b), each current or former member of the
PubCo Board (as applicable), in such Person’s capacity as such (or as a member of a committee thereof); and (d) any other third party who the Managing Member, reasonably and in good faith, designates as an Indemnitee in a written
resolution. 
 “Independent Director” shall have the meaning given to such term in the Investor Rights Agreement. 

“Investor Rights Agreement” means the Investor Rights Agreement, dated on or about the date of this Agreement, by and among
the Member, Blue Owl Holdings, Blue Owl Carry and certain other Persons party thereto, as the same may be amended, modified, supplemented or waived from time to time. 

“Joint Indemnifiable Claim” shall have the meaning given to such term in the Blue Owl Holdings LPA. 

“Liabilities” shall have the meaning given to such term in Section 4.3(a). 

“Managing Member” shall have the meaning given to such term in Section 3.1. 

“Member” shall have the meaning given to such term in the Preamble. 

“Membership Interests” shall have the meaning given to such term in Section 1.5. 

“Officers” shall have the meaning given to such term in Section 3.2(b). 

“Partnerships” shall have the meaning given to such term in the Preamble. 

“Person” shall have the meaning given to such term in the BCA. 

“Proceeding” has the meaning given to such term in the Investor Rights Agreement. 

“PubCo Board” means the board of directors of the Member. 

“PubCo Charter” means the Amended and Restated Certificate of Incorporation of the Member, as the same may be amended,
restated, modified, supplemented or replaced from time to time. 
 “PubCo Governing Documents” means Governing Documents of
PubCo (including the PubCo Charter) and the Investor Rights Agreement, collectively. 
 “Subsidiary” shall have the meaning
given to such term in the Blue Owl LPAs (or if any differences between them, the Blue Owl Holdings LPA). 
 “Transfer” has
the meaning given to such term in the Investor Rights Agreement and the terms “Transferee,” “Transferor,” “Transferred” and other forms of the word “Transfer” shall have the
correlative meanings. 

  
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 ARTICLE II 

DISTRIBUTIONS 

2.1    Distributions. Distributions of cash or other assets of the Company shall be made to the Member at such
times and in such amounts as the Managing Member may determine. Notwithstanding any other provisions of this Agreement, neither the Company, nor the Managing Member on behalf of the Company, shall be required to make a distribution to the Member on
account of its interest in the Company if such distribution would violate the Act or other applicable law. 
 ARTICLE III 

MANAGEMENT 

3.1    Management Authority. The business and affairs of the Company shall be managed by or under the direction of
its sole Member (the “Managing Member”). Subject to (x) any other agreement to which the Company may be bound (including, as of the date of this Agreement, the Blue Owl LPAs and the Exchange Agreement), and (y) as
otherwise set forth in this Agreement: (a) the Managing Member shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and
business of the Company; and (b) all matters of the Company shall be determined by the Managing Member. Any action required or permitted to be taken by the Managing Member at a meeting may be taken without a meeting in a writing executed by the
Managing Member. The Managing Member may adopt such other procedures governing the conduct of business of the Company as it shall deem appropriate. 

3.2    Delegation of Authority; Officers. 

(a)    The Managing Member may, from time to time, delegate to one or more Persons (including any Officer or other
authorized Person) such authority and duties as the Managing Member may deem advisable; provided, that no Person shall be delegated the power to take any action that would violate the express terms of this Agreement or any PubCo Governing
Document. Any delegation pursuant to this Section 3.2 may be revoked at any time by the Managing Member. 

(b)    Without limitation of the foregoing, the Managing Member may, from time to time as it deems advisable, select
natural persons and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary) to any
such person. Unless the Managing Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to
such person of the authorities and duties that are normally associated with that office. Each Officer shall have the authority to bind the Company in the ordinary course of business. Any delegation pursuant to this
Section 3.2(b) may be revoked at any time by the Managing Member. An Officer may be removed with or without cause at any time by the Managing Member. Each Officer shall serve until the earlier of his or her death,
resignation or removal. The officers of the Company as of the date of this Agreement are: Douglas Ostrover (Chief Executive Officer); Marc Lipschultz (Co-President); Michael Rees
(Co-President); Alan Kirshenbaum (Chief Financial Officer); Craig Packer (Senior Managing Director); Sean Ward (Senior Managing Director); Andrew Laurino (Senior Managing Director); Andrew Polland (Chief
Operating Officer); Neena Reddy (General Counsel and Secretary); and Junot Foradada (Chief Accounting Officer). 

  
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 3.3    Exchange Committee. 

(a)    Concurrent with the execution and delivery of this Agreement, the Managing Member is establishing an exchange
committee of the Company (the “Exchange Committee”), which shall be responsible for determining, and is vested with the power and authority by the Managing Member to determine (and only such power and authority), whether to exercise
the Cash Exchange Election (on behalf of the Blue Owl Operating Group Entities) with respect to any Exchange, pursuant to and in accordance with the Exchange Agreement. 

(b)    The Exchange Committee shall at all times be comprised of, and only of, the Persons who are then-serving as
Independent Directors. 
 (c)    The Exchange Committee’s determination as to whether to exercise the Cash Exchange
Election (on behalf of the Blue Owl Operating Group Entities) with respect to any Exchange shall require a majority vote of the members of the Exchange Committee. 

3.4    Non-Contravention. Notwithstanding anything to the contrary herein,
the Managing Member shall not be permitted hereunder to override any rights, protections or requirements of the Member, the PubCo Board, the Executive Committee and any applicable stockholders of the Member pursuant to the terms and conditions of
the PubCo Governing Documents. 
 ARTICLE IV 

EXCULPATION AND INDEMNIFICATION 

4.1    Exculpation; Duties. 

(a)    Except as otherwise provided by the Act, the debts, expenses, obligations and Liabilities of the Company, whether
arising in contact, tort or otherwise, shall be solely the debts, expenses, obligations and Liabilities of the Company, and no Member shall be obligated personally for any such debt, expense, obligation or Liability of the Company solely by reason
of being a Member. All Persons dealing with the Company shall have recourse solely to the Company for the payment of the debts, expenses, obligations or Liabilities of the Company. 

(b)    Subject to the conditions and limitations set forth in this Agreement, to the greatest extent permitted under
applicable law, no Indemnitee shall be liable, in damages or otherwise, to the Company or to the Member for any losses sustained or Liabilities incurred as a result of any act or omission of such Indemnitee, except that such Indemnitee shall not be
exculpated from or entitled to indemnification under this Agreement for any such loss, damage or claim incurred by reason of such Indemnitee’s fraud, willful misconduct, or knowing violation of the Law or willful violation of this Agreement by
the Indemnitee, in each case, as established by a final judgment of a court of competent jurisdiction. 
 (c)    An
Indemnitee acting under this Agreement shall not be liable to the Company or to any other Indemnitee for such Person’s good-faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict
or eliminate the duties and Liabilities of such Persons otherwise existing at law or in equity, are agreed by the Managing Member to replace fully and completely such other duties and Liabilities of such Persons. No Member (including the Managing
Member) or Officer, in its capacity as a Member (or Managing Member, as applicable) or Officer, shall owe any duty (including fiduciary duty) to the Company or any Member (all such duties being eliminated by this Agreement to the greatest extent
possible). 

  
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 (d)    The Managing Member and the Officers may consult with legal
counsel, accountants and financial or other advisors, and any act or omission suffered or taken by the Managing Member or an Officer on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in
accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the Managing Member or such Officer will be fully protected in so acting or omitting to act so long
as such counsel or accountants or financial or other advisors were selected with reasonable care. 
 4.2    Other
Business Opportunities. 
 (a)    Except with respect to any corporate opportunity expressly offered or presented to
any Indemnitee solely in his or her capacity as a director or officer of, through his or her service to, or pursuant to a contract with, the Managing Member, the Company or its Subsidiaries (an “Excluded Opportunity”), and subject
to any applicable limitations in the PubCo Governing Documents and any agreements entered into by an Indemnitee with the Managing Member, the Company, the Blue Owl Operating Group Entities or a Subsidiary of the foregoing (including any employment
agreement), to the fullest extent permitted by applicable law, any Indemnitee shall have the right to engage in businesses of every type and description and other activities for profit, and to engage in and possess an interest in other business
ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by the Company or any of its Subsidiaries, independently or with others, including business interests and activities in direct
competition with the business and activities of the Company or any of its Subsidiaries, with no obligation to offer the Company or its Subsidiaries the right to participate therein. Nothing in this Agreement, including (without limitation) the
foregoing sentence, shall be deemed to supersede any other agreement to which any Indemnitee may be a party or the rights of any other party thereto restricting such Indemnitee’s ability to have certain business interests or engage in certain
business activities or ventures. To the fullest extent permitted by applicable law, but subject to the immediately preceding sentence, neither the Company nor any of its Subsidiaries shall have any rights in any business interests, activities or
ventures of any Indemnitee that are not Excluded Opportunities, and the Company waives and renounces any interest or expectancy therein. 

(b)    Except with respect to any Excluded Opportunity, and subject to any applicable limitations in the PubCo
Governing Documents and any agreements entered into by an Indemnitee with the Managing Member, the Company, the Blue Owl Operating Group Entities or a Subsidiary of the foregoing (including any employment agreement), to the fullest extent permitted
by applicable law: (i) the engagement in competitive activities by an Indemnitee in accordance with the provisions of this Section 4.2 is deemed approved by the Company, the Member and all Persons acquiring any
Membership Interest; (ii) it shall not be a breach of any Indemnitee’s duties or any other obligation of any type whatsoever of any Indemnitee if an Indemnitee engages in, or directs to another Person, any such business interests or
activities in preference to or to the exclusion of the Company or any of its Subsidiaries; and (iii) no Indemnitee shall be liable to the Company, the Member or any other Person who acquires any Membership Interest, by reason of the fact that
such Indemnitee pursues or acquires a business opportunity that is not an Excluded Opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its Subsidiaries.

 (c)    In addition to and without limiting the foregoing provisions of this
Section 4.2, and without limiting any separate agreement entered into by an Indemnitee with the Managing Member, the Company or its Subsidiaries (including any employment agreement), a corporate opportunity shall not be
deemed to be a potential corporate opportunity for the Company or any of its Subsidiaries if it is a business opportunity that (i) the Company and its Subsidiaries are neither financially or legally able, nor contractually permitted to
undertake, (ii) from its nature, is not in the line of the business of the Company and its Subsidiaries or is of no practical advantage to the Company and its Subsidiaries, (iii) is one in which


  
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the Company and its Subsidiaries have no interest or reasonable expectancy, or (iv) is one presented to any account for the benefit of an Indemnitee or an Affiliate of Indemnitee (other than
the Partnership or any of its Subsidiaries) over which such Indemnitee has no direct or indirect influence or control, including, but not limited to, a blind trust. To the fullest extent permitted by applicable law, but without limiting any separate
agreement entered into by an Indemnitee with the Managing Member, the Company, a Blue Owl Operating Entity Carry or a Subsidiary of the foregoing (including any employment agreement), no Indemnitee shall (x) have any duty to present business
opportunities that are not Excluded Opportunities to the Company or any of its Subsidiaries or (y) be liable to the Company, the Member or any other Person who acquires any Membership Interest, by reason of the fact that such Indemnitee pursues
or acquires a business opportunity that is not an Excluded Opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its Subsidiaries. 

4.3    Right to Indemnification. 

(a)    The Company shall indemnify and hold harmless each Indemnitee (and such Person’s heirs, successors, assigns,
executors or administrators) to the full extent permitted by law from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorney’s fees and other legal fees and expenses), judgments, fines, settlements
and other amounts of any nature whatsoever, known or unknown, liquid or illiquid (collectively, “Liabilities”) arising from any and any threatened, pending or completed claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative, and whether formal or informal, including appeals (“Actions”), in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of any act
performed or omitted to be performed by such Indemnitee on behalf of the Company or by reason of the fact that the Indemnitee is or was serving as an Officer or manager, trustee, employee, representative or agent of the Company (or other applicable
capacity set forth in the definition of “Indemnitee”) if (i) the Indemnitee acted in good faith, within the scope of such Indemnitee’s authority, and in a manner it believed to be in, or not contrary to, the best interests of the
Company, (ii) the Action was not initiated by the Indemnitee (other than an action to enforce such Indemnitee’s rights to indemnification or advance of expenses under this Section 4.3), (iii) the Indemnitee has
not been established by a final judgment of a court of competent jurisdiction to be liable to the Company, and (iv) such action or inaction did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of the law or
willful violation of this Agreement by the Indemnitee, in each case, as established by a final judgment of a court of competent jurisdiction. 

(b)    Expenses incurred by an Indemnitee in (i) defending or (ii) appearing as a witness in (when such
Indemnitee is not named as a defendant or respondent) any Action, subject to this Section 4.3 shall be advanced by the Company prior to the final disposition of such Action upon receipt by the Company of a written
commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.3. 

(c)    The right to indemnification and advancement of expenses provided by this Agreement shall not be exclusive of, and
shall not affect, any other rights to which an Indemnitee or any other Person may be entitled under any agreement, as determined by the Managing Member, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve
in such capacity and shall inure to the benefit of the heirs, successors, assigns, executors and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such
Indemnitee is indemnified. 
 (d)    To the fullest extent permitted by applicable law, the Company shall purchase and
maintain insurance (or be a named insured on the insurance policy of any Affiliate), to the extent and in such amounts as the Managing Member shall deem reasonable, on behalf of any of the Indemnitees and


  
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such other Persons as the Managing Member shall determine, against any Liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s
activities, regardless of whether the Company would have the power to indemnify such Person against such Liability under the provisions of this Agreement. 

(e)    An Indemnitee shall not be denied indemnification in whole or in part under this
Section 4.3 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement and such Indemnitee is
entitled to indemnification pursuant to Section 4.3(a). 
 (f)    The provisions of this
Section 4.3 are for the benefit of the Indemnitees, their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment,
modification or repeal of this Section 4.3 or any provision of this Agreement shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this
Section 4.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted. 
 4.4    Source; Limitation. To the extent any
Liability for which an Indemnitee is entitled to indemnification pursuant to this Article IV is a Joint Indemnifiable Claim, Blue Owl Holdings shall be fully and primarily responsible for the payment of such as the indemnitor of first resort,
pursuant to and in accordance with the Blue Owl Holdings LPA. Notwithstanding the foregoing, to the extent the Managing Member reasonably determines in good faith that both of the Partnerships are reasonably capable of doing so, each Partnership
shall each be responsible for their respective Allocation Percentage of any Jointly Indemnifiable Claim for which the Partnerships both have liability to an Indemnitee under Section 6.6 of the Blue Owl LPAs. Any indemnification obligations of
the Company arising under this Article IV shall be satisfied only to the extent of assets of the Company, and no Member or Affiliate of any Member shall have any personal liability on account thereof. 

4.5    Effect on Other Agreements and Member’s Obligations. This Article IV shall not in
any way affect, limit or modify the Managing Member’s obligations under this Agreement or any Officer’s or employee’s liabilities or obligations under any employment agreement, consulting agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement or any other agreement with the Managing Member, the Company or any of its Subsidiaries or Affiliates. 

4.6    Savings Clause. If this Article IV or any portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Officer or any other Person indemnified pursuant to this Article IV to the fullest extent permitted by any applicable portion of this
Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law. 
 ARTICLE V 

TRANSFERS AND MEMBER RIGHTS 

5.1    Transfer of Membership Interests. 

(a)    Subject to any restrictions or limitations under or consents or approvals required by the Blue Owl LPAs or the
PubCo Governing Documents (as applicable), the Member may Transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law, all or any portion of its 

  
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Membership Interests or its rights hereunder. If the Member Transfers any of its interest in the Company pursuant to this Section 5.1, the Transferee shall be admitted
to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement and such other documents and instruments as the Managing Member determines to be necessary or appropriate. If the
Member Transfers all of its interests in the Company, such admission shall be deemed effective immediately, and immediately following such admission, the Transferor Member shall cease to be a member of the Company. Upon any such Transfer, the
Managing Member shall amend Schedule I without the further vote, act or consent of any other person to reflect such new Person as a Member. 

(b)    Notwithstanding anything in this Article V to the contrary, no Transfer of Membership Interests shall be
permitted, and no Transferee of Membership Interests shall be admitted to the Company as a Member if, in the opinion of the Managing Member, such Transfer or admission alone or in conjunction with one or more other Transfers or admissions could or
could reasonably be expected to (i) result in a violation of applicable legal requirements, including securities laws, (ii) be an event which would constitute a violation or breach (or, with the giving of notice or passage of time, would
constitute a violation or breach) of any law, regulation, ordinance, agreement or instrument by which the Company, or any of its properties or assets, is bound or (iii) require the Company to register under the Investment Company Act of 1940,
as amended. 
 5.2    Additional Members. Subject to any restrictions or limitations under or any consents or
approvals required by the Blue Owl LPAs or the PubCo Governing Documents (as applicable), the Managing Member shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Managing Member shall
in its sole discretion determine. In order to be admitted as a member of the Company, such Person shall deliver to the Company an instrument signifying its agreement to be bound by the terms and conditions of this Agreement and such other documents
and instruments as the Managing Member determines to be necessary or appropriate. Upon admission, the Managing Member shall amend Schedule I without the further vote, act or consent of any other Person to reflect such new Person as a Member.

 ARTICLE VI 

DURATION 

6.1    Duration. Subject to Section 6.2 of this Agreement, the Company shall be dissolved
and its affairs wound up and terminated upon the first to occur of the following: 
 (a)    the determination of the
Managing Member to dissolve the Company; or 
 (b)    the entry of a decree of judicial dissolution under
Section 18-802 of the Act. 
 No other event (including an event described in Section 18-801(4) of the Act) will cause the Company to dissolve.
Except as otherwise set forth in this Article VI, the Member intends for the Company to have perpetual existence. 

6.2    Continuation of the Company. The withdrawal of Blue Owl Capital Inc. as the Member shall not dissolve the
Company if, within 90 days after the occurrence of such withdrawal, a new Member is admitted to the Company pursuant to Article V and the business of the Company is continued by the agreement of such new Member. 

6.3    Winding Up. Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The
Managing Member shall be the “Liquidator” pursuant to this Agreement and shall 

  
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proceed to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be
accomplished by the Liquidator are as follows: 
 (a)    first, the Liquidator shall satisfy all of the
Company’s debts and other Liabilities to creditors, other than the Member (whether by payment or the reasonable provision for payment thereof); 

(b)    second, the Liquidator shall satisfy all of the Company’s debts and other Liabilities to the Member
(whether by payment or the reasonable provision for payment thereof); and 
 (c)    third, thereafter, all
remaining assets shall be distributed to the Member. 
 6.4    Termination. The Company shall terminate when all
of the assets of the Company, after payment of or due provision for all debts, Liabilities and other obligations of the Company, shall have been distributed to the Member in the manner provided for in this Article VI, and the Certificate
shall have been canceled in the manner required by the Act. 
 ARTICLE VII 

BOOKS OF ACCOUNT; RECORDS; TAX CLASSIFICATION 

7.1    Books. The Managing Member will maintain or cause to be maintained, on behalf of the Company, books of
account of the Company’s affairs at the Company’s principal office or, subject to applicable provisions of the Act, at such other place as the Managing Member may from time to time determine. 

7.2    Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year,
or, in the case of the first and last Fiscal Years of the Company, the fraction thereof commencing on the date of this Agreement or ending on the date on which the winding-up of the Company is completed, as
the case may be, unless otherwise determined by the Managing Member and permitted under the Code. 
 7.3    U.S. Tax
Classification. It is intended that the Company be treated as an association taxable as a corporation for U.S. federal income tax purposes at all times from the date of its formation. The Company shall file (and the Managing Member shall cause
the Company to file, as applicable) a valid U.S. entity classification election under U.S. Treasury Regulations Section 301.7701-3(c) electing to treat the Company as an association taxable as a
corporation for U.S. federal income tax purposes effective as of the date of its formation and neither the Managing Member nor the Company shall take any action inconsistent with such treatment, whether on any tax return, in any tax audit or similar
examination, or otherwise. The Managing Member shall cause the Company to be a member of the consolidated U.S. federal income tax group of the Parent for purposes of Sections 1501 et seq. of the U.S. Internal Revenue Code of 1986, as
amended. 
 ARTICLE VIII 

MISCELLANEOUS 

8.1    Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the
Managing Member. 
 8.2    Successors. Except as otherwise provided herein, this Agreement will inure to the
benefit of and be binding upon the Member and its respective legal representatives, heirs, successors and assigns. 

  
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 8.3    Governing Law; Waiver of Jury Trial; Jurisdiction. The law
of the State of Delaware shall govern (a) all Proceedings, claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning
the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH
PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties to this Agreement submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware, or if such court declines jurisdiction, then
to the Federal District Court for the District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the Proceeding shall be heard and determined in any such court and agrees not to bring
any Proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 8.3, however, shall affect the right of any party to this Agreement to serve legal process in any other manner
permitted by law or at equity. Each party to this Agreement agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. 

8.4    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in
any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining
provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible. 
 8.5    Notices. Any notice, consent, payment, demand,
or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email
(with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next business day, (b) one business day following sending by reputable overnight express courier (charges prepaid) or (c) three
days following mailing by certified or registered mail, postage prepaid and return receipt requested, in each case to the addresses or telecopy numbers as have been supplied in writing to the Company. 

8.6    Complete Agreement; Construction. This Agreement, the Blue Owl LPAs and the Exchange Agreement (as
applicable) constitute the entire agreement between the parties to this Agreement pertaining to the subject matter of this Agreement, and fully supersede all other agreements concerning the subject matter hereof previously entered into among any of
the parties, including the Original Agreement. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Except to the extent that the context otherwise requires:
(a) each term stated in either the singular or the plural shall include the singular and the plural; (b) pronouns stated in 

  
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either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter; (c) all references to Articles and Sections refer to articles and sections of
this Agreement; (d) all references to “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; (e) the word “or” is not exclusive; (f) any
reference to a “day” or a “Business Day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight; and (g) any reference to any statute or statutory provision shall be construed as a
reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it. 

8.7    Binding Effect. This Agreement shall be binding on and inure to the benefit of the Member, its heirs,
executors, administrators, successors and all other Persons hereafter holding, having or receiving Membership Interests. 

8.8    Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be
deemed to be an original copy, and all of which shall constitute one agreement, binding on all parties to this Agreement. 

8.9    Partition; Appraisal Rights. The Member waives, until termination of the Company, any and all rights
that it may have to maintain an action for partition of the Company’s property. Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement, and the Member hereby
expressly waives all rights under Section 18-210 of the Act. 
 [Remainder of Page Intentionally Left Blank.] 

  
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 IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf
this Amended and Restated Limited Liability Company Agreement as of the date first written above. 
  

			
	THE COMPANY
	
	BLUE OWL CAPITAL GP LLC
	
	 By: Blue Owl Capital Inc.
 its sole
member

		
	By:	 	 /s/ Tom Wasserman

	Name: Tom Wasserman
	Its:     Chief Executive Officer



  
 Signature Page to
Amended & Restated LLC Agreement of Blue Owl Capital GP LLC 













 
			
	MEMBER
	
	BLUE OWL CAPITAL INC.
		
	By:	 	 /s/ Tom Wasserman

	Name: Tom Wasserman
	Title:	 	  Chief Executive Officer



  
 Signature Page to
Amended & Restated LLC Agreement of Blue Owl Capital GP LLC 














			
	AGREED AND ACCEPTED
	(with respect to Section 4.4)
	
	BLUE OWL CAPITAL HOLDINGS LP
	
	 By: Blue Owl Capital GP LLC
 its
General Partner

		
	By:	 	 /s/ Tom Wasserman

	Name: Tom Wasserman
	Title:   Chief Executive Officer
	
	BLUE OWL CAPITAL CARRY LP
	
	 By: Blue Owl Capital GP LLC
 its
General Partner

		
	By:	 	 /s/ Tom Wasserman

	Name: Tom Wasserman
	Title:   Chief Executive Officer


  
 Signature Page to
Amended & Restated LLC Agreement of Blue Owl Capital GP LLC 













 Schedule I 

Members 
  

			
	 Member
	  	 Membership Interest

	 Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation)
  

399 Park Avenue, 38th Floor
 New York, NY 10022

Attention: Neena Reddy, General Counsel and Secretary

Email: neena@owlrock.com
	  	100%


  
 Schedule I to Amended
& Restated LLC Agreement of Blue Owl Capital GP LLC