First Amendment to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 among Blue Owl Capital Inc. and the other parties thereto

This First Amendment (the “Amendment”) to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 (the “Effective Date”), is entered into by and among Blue Owl Capital Inc. (the “Company”) and the other parties thereto;

WHEREAS, reference is made to the Amended and Restated Investor Rights Agreement, dated as of August 7, 2023 (as amended, the “Investor Rights Agreement”), by and among Blue Owl Capital Inc. (the “Company”), Neuberger Berman Group LLC, a Delaware limited liability company (“NB”) and the other parties thereto; and

WHEREAS, in connection with the Company’s adoption of the Amended and Restated Blue Owl Capital Inc. 2021 Equity Incentive Plan, the parties hereto desire to amend the Investor Rights Agreement in the form of this Amendment in accordance with the terms and conditions of the Investor Rights Agreement.

Section 1.     Amendment to Section 2.3(a). Effective, Section 2.3(a)(ii) of the Investor Rights Agreement is hereby amended and restated in its entirety as follows, with new text bolded and underlined:

“(ii)    create any new employee equity incentive plan or Amend any existing employee equity incentive plan, including by increasing the number of Equity Securities available for issuance under any such employee equity incentive plan, or issue Equity Securities under any such employee equity incentive plan in excess of (a) 20,000,000 for calendar year 2024, (b) 22,500,000 for calendar year 2025, (c) 25,000,000 for calendar year 2026 and (d) amounts that are agreed to in writing by NB for all subsequent calendar years through the expiration or termination of such employee equity incentive plan in accordance with its terms (for the avoidance of doubt, this Section 2.3(a)(ii) shall not prohibit or otherwise limit PubCo or its applicable Subsidiary’s ability to issue Specified Equity or issue Non-Reserved Carry);”

Section 2.     Miscellaneous. The provisions of the Investor Rights Agreement shall remain in full force and effect except as expressly amended and modified as set forth in this Amendment. This Amendment may be executed in counterparts (including by means of facsimile or scanned or emailed signature pages), any one of which need not contain the signatures of more than one party hereto, but all such counterparts taken together shall constitute one and the same agreement. This Amendment and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Delaware without regard to any choice of law principles.

IN WITNESS WHEREOF, each of the Parties has duly executed this Agreement as of the Effective Date.