INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made as of [●], 2021 by and between Oaktree Acquisition Corp. III (the Company) and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, the Companys registration statement on Form S-1, No. 333-253103 (Registration Statement), for its initial public offering of securities (IPO) has been declared effective as of the date hereof (Effective Date) by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
WHEREAS, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as the representatives of the underwriters (the Representatives) in the IPO pursuant to an underwriting agreement between the Company and the underwriters (Underwriting Agreement);
WHEREAS, simultaneously with the IPO, the Companys sponsor will be purchasing 3,750,000 warrants (Private Placement Warrants) from the Company for an aggregate purchase price of $7,500,000 (and additional amounts of Private Placement Warrants from the Company if the underwriters exercise their over-allotment option, up to 4,162,500 Private Placement Warrants for an aggregate purchase price of $8,325,000 if the underwriters over-allotment option is exercised in full);
WHEREAS, as described in the Registration Statement, and in accordance with the Companys Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the Charter), $275,000,000 of the gross proceeds of the IPO and sale of the Private Placement Warrants ($316,250,000 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the Property; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Shareholders, and the Public Shareholders and the Company will be referred to together as the Beneficiaries);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $9,625,000, or $11,068,750 if the underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement, a Business Combination) (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;