Advisory Charter Proposal 4A —RESOLVED, as a special resolution, that, on a non-binding advisory basis, to increase the authorized share capital from 555,000,000 shares divided into 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 4,906,875,000 shares, consisting of (i) 2,500,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), (ii) 350,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”), (iii) 1,500,000,000 shares of Class C common stock, par value $0.0001 per share (“Class C common stock”), (iv) 350,000,000 shares of Class D common stock, par value $0.0001 per share (“Class D common stock”), (v) 100,000,000 shares of Class E common stock, par value $0.0001 per share (“Class E common stock”), which shall consist of two series: (A) 50,000,000 shares of “Series E-1 common stock” and (B) 50,000,000 shares of “Series E-2 common stock”, (vi) 6,875,000 shares of Class F common stock, par value $0.0001 per share (“Class F common stock” and, together with the Class A common stock, Class B common stock, Class C common stock, Class D common stock and Class E common stock, the “common stock”) and (vii) 100,000,000 shares of preferred stock. Advisory Charter Proposal 4B — RESOLVED, as a special resolution, that, on a non-binding advisory basis, to provide that the Proposed Charter may be amended by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, except that: (a) amendment to the limitation on additional issuances of Class B common stock requires the affirmative vote of the holders of shares of issued and outstanding Class A common stock and Class C common stock, voting together as a single class, and (b) amendment to the limitation on additional issuances of Class E common stock or Class F common stock requires the affirmative vote of the holders of shares of issued and outstanding Class A common stock and Class C common stock, voting together as a single class. Advisory Charter Proposal 4C — RESOLVED, as a special resolution, that, on a non-binding advisory basis, to provide for (i) the election of directors by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director and (iii) the removal of directors only for cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. Advisory Charter Proposal 4D — RESOLVED, as a special resolution, that, on a non-binding advisory basis, to elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
Advisory Charter Proposal 4E — RESOLVED, as a special
resolution, that, on a non-binding advisory basis, to provide that
the Court of Chancery of the State of Delaware or, if such court
does not have subject matter jurisdiction thereof, another state
or federal court located within the State of Delaware, shall be
the exclusive forum for certain actions and claims.
Advisory Charter Proposal 4F — RESOLVED, as a special
resolution, that, on a non-binding advisory basis, to provide that
(i) each holder of record of Class A common stock and Class
C common stock and Class F common stock shall be entitled to one vote per share
on all matters which stockholders generally are entitled to vote, and (ii) (a) solely with
respect to any matter on which holders of Class B common stock are voting separately
as a class or series, holders of record of Class B common stock shall be entitled to one
vote for each share of Class B common stock issued and outstanding, (b) solely with
respect to each matter on which holders of Class D common stock are voting separately
as a class or series, each holder of record of Class D common stock shall be entitled
to one vote for each share of Class D common stock issued and outstanding and (c)
until such time as Doug Ostrover, Marc Lipschultz, Craig Packer and Alan Kirshenbaum
(collectively, the “Owl Rock Principals”), and Michael Rees, Sean Ward and Andrew
Laurino (collectively, the “Dyal Principals”), and certain entities controlled by them,
including their permitted transferees (such as charitable trusts and estate planning
vehicles), own less than 25% of their aggregate ownership as of immediately after the
Closing (as defined in the proxy statement/prospectus), with respect to each matter on
which stockholders are voting generally, each holder of record of Class B common stock
and Class D common stock shall be entitled to a number of votes per share equal to
(i) (A) the quotient determined by dividing (1) the sum of (x) the total number of shares
of Class A common stock and Class C common stock issued and outstanding and (y)
the total voting power of all shares of preferred stock issued and outstanding by (2) 10%
multiplied by (B) 90% divided by (ii) the total number of issued and outstanding shares
of Class B commonstock and Class D common stock. To the extent that any matter is
submitted to a vote of each of Class B common stock or Class D common stock, voting
separately as a series or class, and stockholders generally, each share of Class B
common stock or Class D common stock shall be entitled to the voting power in clause
(ii)(a) or (ii)(b), as applicable, with respect to the separate class or series vote and the
voting power in clause (ii)(c) with respect to the vote of stockholders generally.
Advisory Charter Proposal 4G — RESOLVED, as a special
resolution, that, on a non-binding advisory basis, to provide
that (i) except to the extent described below with respect to
the Class E common stock, each holder of record of Class A common stock, Class B
common stock, Class E common stock and Class F common stock shall be entitled to
receive, ratably with other participating shares, such dividends and other distributions
as may from time to time be declared by the board of directors, (ii) each holder of record
of Class C common stock and Class D common stock shall not be entitled to receive
dividends and other distributions except for par value distributions in connection with
a liquidation, and (iii) each holder of record of Class E common stock shall not be
entitled to receive dividends and other distributions, except if, at the time the board of
directors declares a dividend or other distribution on the outstanding shares of Class A
common stock, any shares of Class E common stock remain issued and outstanding,
then, the board of directors shall at such time declare a dividend on the outstanding
shares of Class E common stock in the form of the right to receive an amount per
share equal to the per share amount of the dividend declared by the board of directors
in respect of Class A common stock (the “Class E Dividend Amount”). If, as of the
applicable Specified Payment Date (as defined in the Proposed Charter), shares of
Class E common stock that were outstanding as of the applicable Specified Record
Date (as defined in the Proposed Charter) have been converted into shares of Class A
common stock in accordance with the terms of the Proposed Charter, then Altimar shall
pay the Class E Dividend Amount on the Specified Payment Date to the holders of such
shares of Class E common stock as of the Specified Record Date. With respect to any
shares of Class E common stock that remain outstanding as of the applicable Specified
Payment Date, Altimar shall, in lieu of paying the Class E Dividend Amount directly to
the holders of such shares of Class E common stock, set aside or reserve for payment
an amount equal to such Class E Dividend Amount in respect of each such outstanding
share of Class E common stock (the “Reserve Amount”), which Reserve Amount shall
be paid to such holders, if at all, only upon the occurrence of a Triggering Event (as
defined in the Proposed Charter) with respect to such shares; provided, however, that
if a Triggering Event does not occur with respect to any shares of Class E common
stock prior to the Earnout Termination Date (as defined in the Proposed Charter), any
amounts in the Reserve Amount with respect to such shares shall automatically be
released to Altimar, the right to receive the Class E Dividend Amount in respect of any
share of Class E common stock for which a Triggering Event has not occurred as of
the such time shall be deemed to have expired, and the holders of Class E common
stock for which a Triggering Event has not occurred as of the such time shall have no
entitlement to receive the Class E Dividend Amount.
Advisory Charter Proposal 4H — RESOLVED, as a special
resolution, that, on a non-binding advisory basis, to eliminate
various provisions in the Existing Organizational Documents
(as defined in the proxy statement/prospectus) applicable only to blank check
companies, including the provisions requiring that Altimar have net tangible assets of
at least $5,000,001 immediately prior to, or upon such consummation of, a business
combination.
Proposal No. 5 — The Stock Issuance Proposal —
RESOLVED, as an ordinary resolution, that, for the purposes of
complying with the applicable NYSE listing rules, the issuance
of shares of Class A common stock of the Company to the PIPE
Investors pursuant to the Subscription Agreements (as defined
in the proxy statement/prospectus) be confirmed, ratified and approved in all respects.
Proposal No. 6 — The Business Combination Issuance
Proposal — RESOLVED, as an ordinary resolution, (a) the
issuance in accordance with the Business Combination
Agreement of shares of Class A, Class C, Class D and Class
E common stock of the Company to the direct or indirect holders of equity securities
in Owl Rock Group and to Dyal Equityholders (as defined in the proxy statement/
prospectus), including Neuberger or its designated affiliates, (b) the issuance of shares
of Class A and Class B common stock of the Company to persons validly exchanging
Blue Owl Operating Group Units (as defined in the proxy statement/prospectus) and shares
of Class C or Class D common stock, as applicable, in accordance with the Exchange
Agreement (as annexed to the proxy statement/prospectus as Annex F), and (c) the
issuance of shares of Class C or Class D common stock of the Company to persons
holding Seller Earnout Units (as defined in the proxy statement/prospectus) upon the
occurrence of an applicable Triggering Event, in each case, be
confirmed, ratified and approved in all respects.
Proposal No. 7 — The Equity Incentive Plan Proposal —
RESOLVED, as an ordinary resolution, that the Blue Owl
Capital Inc. 2021 Omnibus Incentive Plan (annexed to the proxy
statement/prospectus as Annex I) be approved and adopted in
all respects.
Proposal No. 8 — The Adjournment Proposal — RESOLVED,
as an ordinary resolution, that the adjournment of the general
meeting to a later date or dates to be determined by the chairman of the general meeting,
if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and
approved in all respects.
CONTROL NUMBER
Signature
Signature, if held jointly
Date , 2021.
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
