EXPENSE REIMBURSEMENT AGREEMENT
This EXPENSE REIMBURSEMENT AGREEMENT (this Agreement) is made as of February 3, 2021 by and between Oaktree Acquisition Holdings III, L.P., a Cayman Islands exempted limited partnership (Sponsor), and Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the Company) (collectively referred to herein as the Parties, and each a Party).
WHEREAS, the Company and Sponsor desire to enter into this Agreement to set forth the terms and conditions upon which Sponsor will advance to the Company funds for the payment of expenses to be incurred in connection with the Companys initial public offering (IPO).
NOW, THEREFORE, and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. TERM. The term of this Agreement (the Term) shall commence on the date hereof and shall continue in effect until the earlier of (i) its termination by either Party upon written notice to the other Party, (ii) the consummation of the IPO and (iii) June 30, 2021.
2. EXPENSES. During the Term, in its sole discretion, Sponsor may advance up to $300,000, from time to time upon request from the Company, to cover any of the Companys expenses incurred in connection with the IPO, including but not limited to (i) legal and accounting fees, (ii) printing fees, (iii) filing fees made with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc., and (iv) any other expenses attributable to the Companys organization, preparation for the IPO, including any fees paid to other third party service providers (collectively, the Expenses). Sponsor may advance the Expenses by directly paying third parties on behalf of the Company or by wiring funds to the Company.
3. REIMBURSEMENT. The Company hereby agrees to reimburse Sponsor at the end of Term for all Expenses advanced by Sponsor from of the net proceeds of the IPO (which proceeds shall include proceeds from the concurrent private placement of warrants purchased by Sponsor), solely from funds held outside of the Trust Account (as defined herein).
4. ENTIRE AGREEMENT; WAIVERS AND AMENDMENTS. This Agreement sets forth the entire understanding between the Company and Sponsor relating to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. Except as provided herein, this Agreement shall not be modified or amended, and no provision hereof shall be waived, except by an instrument in writing signed by each of the Parties hereto, or in the case of a waiver, by the Party hereto against whom such waiver is sought to be enforced.
5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.