Exhibit 10.21
Expense Deferral Agreement
This Expense Deferral Agreement (the “Agreement”) is made this 23rd day of March, 2022, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”).
WHEREAS, the Company and the Adviser have entered into an investment advisory agreement, dated November 30, 2021 (the “Investment Advisory Agreement”), which provides that the Company will not be liable for Organization and Offering Costs (as defined in the Investment Advisory Agreement) to the extent that such costs exceed 1.50% of the aggregate gross proceeds from the offering of the Company’s securities;
WHEREAS, the Company and the Adviser have entered into an expense support and conditional reimbursement agreement, dated November 30, 2021 (the “ESA”), pursuant to which the Adviser has agreed to provide Expense Payments (as defined in the ESA) to the Company to the extent that the Company pays cumulative distributions to its shareholders in excess of its Available Operating Funds (as defined in the ESA);
WHEREAS, prior to receiving and accepting, in cash, $1.75 billion in aggregate subscriptions from the sale of its shares of common stock in the offering (the “First Subscription Condition”), the Company has incurred, and will incur, certain expenses that are not and will not be classified as Organization and Offering Costs (as defined in the Investment Advisory Agreement) and that are not and will not be classified as Expense Payments subject to conditional reimbursement under the ESA (“Other Expenses”); provided, however, that, for purposes of this agreement, Other Expenses shall not include any amounts used to pay any interest expense or shareholder servicing and/or distribution fees of the Company; and
WHEREAS, the parties desire to defer the Company’s payment of certain Other Expenses until the Company meets the First Subscription Condition.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
OWL ROCK TECHNOLOGY INCOME CORP. | ||
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By: |
| /s/ Bryan Cole |
Name: |
| Bryan Cole |
Title: |
| Chief Operating Officer and |
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OWL ROCK TECHNOLOGY ADVISORS II LLC | ||
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By: |
| /s/ Alan Kirshenbaum |
Name: |
| Alan Kirshenbaum |
Title: |
| Chief Operating Officer |