Subscription Agreement, dated as of October 21, 2024, by and among Blue Owl Credit Income Corp. and Deutsche Bank AG, Sydney Branch and Mizuho Securities Asia Limited

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Subscription Agreement

21 October 2024

Parties

Issuer, Joint Lead Managers and Dealers

399 Park Avenue, 37^th Floor

New York, New York 10022

United States

Joint Lead

Managers and

Dealers

Level 16

Deutsche Bank Place

Corner of Hunter and Phillip Streets

Sydney NSW 2000

Australia

14-15/F., K11 Atelier

18 Salisbury Road

Tsim Sha Tsui, Kowloon

Hong Kong

 Subscription Agreement

 21 October 2024

 Subscription Agreement

 21 October 2024

Interpretation

Interpretation and definitions

Inconsistency with Dealer Common Terms Deed Poll

Appointments

Appointment of Joint Lead Managers

Appointment of Dealers

In accordance with clause 16 (“Dealer appointment and termination”) of the Dealer Common Terms Deed Poll, the Issuer appoints each of DB and Mizuho to act as a Dealer in respect of the Notes on the terms set out in the Dealer Common Terms Deed Poll and each of DB and Mizuho accepts its appointment.

Except as expressly provided in this agreement, following the Issue Date of the Notes each of DB and Mizuho has no further rights or obligations as a Dealer in respect of the Notes or the Dealer Common Terms Deed Poll, except such as may have accrued or been incurred prior to, or in connection with, the issue and subscription of the Notes.

 Subscription Agreement

 21 October 2024

Acknowledgments by Dealers

a copy of the Dealer Common Terms Deed Poll; and

an electronic copy of the Information Memorandum for the Notes.

Subscription

Subscription

the Issuer agrees to issue and sell the Notes in accordance with this agreement and the Dealer Common Terms Deed Poll; and

each Dealer severally agrees to subscribe for the principal amount of Notes specified against its name in column 2 of the table below by paying the Purchase Price for those Notes specified against its name in column 3 of the table below in immediately available funds and in accordance with this agreement and the Dealer Common Terms Deed Poll.

DB

Mizuho

Total

Pricing Supplement

Authority to distribute

the Information Memorandum;

the Pricing Supplement; and

any other documents prepared in connection with the Program and the issue of the Notes which they are authorised to distribute in accordance with clause 8.2 (“Authority to distribute”) of the Dealer Common Terms Deed Poll.

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 21 October 2024

Obligations - individual and independent

the failure of one of them to comply with their obligations under this agreement does not relieve the other of any of its respective obligations;

neither of them is responsible for the failure of the other to comply with its obligations under this agreement; and

each of them may separately enforce its rights against the Issuer.

Payment

DB agrees to pay, or procure the payment of, the aggregate Purchase Price for the Notes to the account nominated by the Issuer or in any other manner agreed between them;

the Issuer agrees to issue the Notes to DB; and

DB agrees to deliver the Notes to the other Dealer (or at its direction) in the principal amounts specified in column 2 of the table in clause 4.1 (“Subscription”) against payment to DB of an amount equal to its respective settlement amounts specified in column 3 of the table in clause 4.1 (“Subscription”) through the Austraclear System or in any other manner agreed between them.

Dealer Common Terms Deed Poll

the Notes are Notes as defined in the Dealer Common Terms Deed Poll;

this agreement is a Subscription Agreement;

each Dealer is a Dealer on the terms set out in the Dealer Common Terms Deed Poll; and

each Joint Lead Manager is a Joint Lead Manager on the terms set out in the Dealer Common Terms Deed Poll.

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 21 October 2024

Secondary market

Conditions precedent

Acknowledgment

Additional conditions precedent

a GPS 120 confirmation from King & Wood Mallesons; and

a drawdown legal opinion addressed to the Dealers in such form and substance as the Dealers may reasonably require from Eversheds Sutherland (US) LLP, as to the federal laws of the United States of America, the laws of the State of New York, the Maryland General Corporation Law and the Delaware Limited Liability Company Act.

Termination

MiFID Product Governance Rules

DB (the “Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Supplement and any announcements in connection with the Notes; and

the Issuer and Mizuho note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Manufacturers and the related information set out in the Pricing Supplement and any announcements in connection with the Notes.

 Subscription Agreement

 21 October 2024

Joint activities

The Dealers acknowledge that:

they have agreed to come together to assist the Issuer to execute the offer and issuance of the Notes and their distribution; and

they have, in order to give effect to their intention, severally agreed to their respective obligations on the terms of this agreement.

In particular, without limiting the foregoing, the parties acknowledge that activities undertaken jointly by the Dealers (including, without limitation, the bookbuild process, any communication with potential investors or the Noteholders, the determination of and the agreement to severally sell the Notes at the reoffer price and pay the Purchase Price of the Notes, the allocation process, the restriction on offers of Notes and any obligations relating to the promotion of a secondary market in the Notes) are for the purposes of and reasonably necessary for the implementation and execution of the offer and issuance of the Notes and their distribution.

Fees

A$2,677,500 to DB; and

A$472,500 to Mizuho.

Costs and expenses

Notices

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 21 October 2024

Counterparts

Governing law and service of process

 Subscription Agreement

 21 October 2024

SIGNED by BRYAN COLE, CHIEF

FINANCIAL OFFICER AND CHIEF

OPERATING OFFICER

as authorised signatory for BLUE

OWL CREDIT INCOME CORP.:

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/s/ Bryan Cole

By executing this deed the signatory

states that the signatory has received

no notice of revocation of the power of

authority

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 21 October 2024

SIGNED by Craig Johnston

and David Barber

as attorneys for DEUTSCHE BANK

AG, SYDNEY BRANCH under power

of attorney:

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/s/ Craig Johnston

/s/ David Barber

By executing this agreement each attorney states that the attorney has received no notice of revocation of the power of attorney

 Subscription Agreement

 21 October 2024

SIGNED by

as authorised signatory for MIZUHO SECURITIES ASIA LIMITED:

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By executing this agreement the

authorised signatory states that the

authorised signatory has received no

notice of revocation of the

authorisation

 Subscription Agreement

 21 October 2024