AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
This AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT (this Agreement) is made as of December 23, 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 amend and restate that certain Expense Reimbursement Agreement dated as of February 3, 2021 in the original aggregate principal amount of $300,000 (the Original Agreement). As a replacement for the Original Agreement and as evidence of the Companys existing obligations under the Original Agreement, this Agreement evidences a continuing pre-existing debt and is not intended and shall not be deemed or construed to constitute a novation of the Original Agreement or the debt evidenced by the Original Agreement. Neither the delivery of this Agreement to the Sponsor nor Sponsors cancellation and surrender of the Original Agreement shall constitute a payment or discharge of such debt to the extend evidenced by the Original Agreement. From and after the execution and delivery of this Agreement, the remaining indebtedness previously evidences by the Original Note shall be evidences by and payable in accordance with the terms of this Agreement and the Original Agreement is amended, restated and replaced in its entirety.
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, 2022.
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).