ORCC Owl Rock Capital Corporation

(Commission

File Number)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Entry into a Material Definitive Agreement.

Regulation FD Disclosure.

Financial Statements and Exhibits

Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

/s/ Jonathan Lamm

Article I.

THE MERGER

Section 1.01

The Merger

Section 1.02

Closing

Section 1.03

Effective Time

Section 1.04

Effects of the Merger

Section 1.05

Conversion of Capital Stock

Section 1.06

The Second Merger

Section 1.07

Charter and Bylaws

Section 1.08

Directors and Officers

Section 1.09

Termination of Certain Contractual Obligations

Article II.

MERGER CONSIDERATION

Section 2.01

Delivery of Evidence of OBDC Common Stock

Section 2.02

Fractional Shares

Section 2.03

Paying and Exchange Agent

Section 2.04

Delivery of Merger Consideration

Section 2.05

No Further Ownership Rights

Section 2.06

Net Asset Value Calculation

Section 2.07

Termination of Exchange Fund

Section 2.08

Withholding Rights

Article III.

REPRESENTATIONS AND WARRANTIES OF OBDE

Section 3.01

Corporate Organization

Section 3.02

Capitalization

Section 3.03

Authority; No Violation

Section 3.04

Governmental Consents

Section 3.05

Reports

Section 3.06

OBDE Financial Statements

Section 3.07

Broker’s Fees

Section 3.08

Absence of Changes or Events

Section 3.09

Compliance with Applicable Law; Permits

Section 3.10

OBDE Information

Section 3.11

Taxes and Tax Returns

Section 3.12

Litigation

Section 3.13

Employee Matters

Section 3.14

Certain Contracts

Section 3.15

Insurance Coverage

Section 3.16

Intellectual Property

Section 3.17

Real Property

Section 3.18

Investment Assets

Section 3.19

State Takeover Laws

Section 3.20

Appraisal Rights

Section 3.21

Valuation

Section 3.22

Opinion of Financial Advisor

Article IV.

REPRESENTATIONS AND WARRANTIES OF OBDC

Section 4.01

Corporate Organization

Section 4.02

Capitalization

Section 4.03

Authority; No Violation

Section 4.04

Governmental Consents

Section 4.05

Reports

Section 4.06

OBDC Financial Statements

Section 4.07

Broker’s Fees

Section 4.08

Absence of Changes or Events

Section 4.09

Compliance with Applicable Law; Permits

Section 4.10

OBDC Information

Section 4.11

Taxes and Tax Returns

Section 4.12

Litigation

Section 4.13

Employee Matters

Section 4.14

Certain Contracts

Section 4.15

Insurance Coverage

Section 4.16

Intellectual Property

Section 4.17

Real Property

Section 4.18

Investment Assets

Section 4.19

State Takeover Laws

Section 4.20

Valuation

Section 4.21

Opinion of Financial Advisor

Article V.

REPRESENTATIONS AND WARRANTIES OF THE ADVISERS

Section 5.01

Organization

Section 5.02

Authority; No Violation

Section 5.03

Compliance with Applicable Law; Permits

Section 5.04

Litigation

Section 5.05

Valuation

Section 5.06

Adviser Information

Section 5.07

Best Interests and No Dilution

Section 5.08

Financial Resources

Section 5.09

OBDE and OBDC Forbearances

Section 5.10

OBDE and OBDC Representations and Warranties

Article VI.

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 6.01

Conduct of Businesses Prior to the Effective Time

Section 6.02

Forbearances

Article VII.

ADDITIONAL AGREEMENTS

Section 7.01

Further Assurances

Section 7.02

Regulatory Matters

Section 7.03

Stockholder Approval

Section 7.04

NYSE Listing

Section 7.05

Indemnification; Directors’ and Officers’ Insurance

Section 7.06

No Solicitation

Section 7.07

OBDE Takeover Proposals

Section 7.08

OBDC Takeover Proposals

Section 7.09

Access to Information

Section 7.10

Publicity

Section 7.11

Takeover Statutes and Provisions

Section 7.12

Tax Matters

Section 7.13

Stockholder Litigation

Section 7.14

Section 16 Matters

Section 7.15

No Other Representations or Warranties

Section 7.16

Merger of Surviving Company

Section 7.17

Coordination of Dividends

Article VIII.

CONDITIONS PRECEDENT

Section 8.01

Conditions to Each Party’s Obligations to Effect the Merger

Section 8.02

Conditions to Obligations of OBDC and Merger Sub to Effect the Merger

Section 8.03

Conditions to Obligations of OBDE to Effect the Merger

Section 8.04

Frustration of Closing Conditions

Article IX.

TERMINATION AND AMENDMENT

Section 9.01

Termination

Section 9.02

Termination Fee

Section 9.03

Effect of Termination

Section 9.04

Fees and Expenses

Section 9.05

Amendment

Section 9.06

Extension; Waiver

Article X.

CERTAIN DEFINITIONS

Article XI.

GENERAL PROVISIONS

Section 11.01

Nonsurvival of Representations, Warranties and Agreements

Section 11.02

Notices

Section 11.03

Interpretation; Construction

Section 11.04

Counterparts

Section 11.05

Entire Agreement

Section 11.06

Governing Law; Jurisdiction; Waiver of Jury Trial

Section 11.07

Assignment; Third Party Beneficiaries

Section 11.08

Specific Performance

Section 11.09

Disclosure Schedule

Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company.

All shares of common stock, par value $0.01 per share, of OBDE (the “OBDE Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by OBDC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.01 per share, of OBDC (the “OBDC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”).

Subject to Section 1.05(e), each share of OBDE Common Stock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of OBDC Common Stock equal to the Exchange Ratio (the “Merger Consideration”).

All of the shares of OBDE Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of OBDE Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of OBDE Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.02 and any dividends or other distributions payable pursuant to Section 2.04(b).

The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing OBDE Net Asset Value and/or the Closing OBDC Net Asset Value, as applicable) if, between the Determination Date and the Effective Time, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such period (as permitted by this Agreement), in each case, to provide the stockholders of OBDE and OBDC the same economic effect as contemplated by this Agreement prior to such event, and as so adjusted shall, from and after the date of such event, be the Exchange Ratio. Nothing in this Section 1.05(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Subject to the terms and conditions of this Agreement, in accordance with the MGCL, at the Second Effective Time, the Surviving Company shall merge with and into OBDC, and the separate corporate existence of the Surviving Company shall cease. OBDC shall be the surviving company in the Second Merger and shall continue its existence as a corporation under the Laws of the State of Maryland. The Second Merger shall become effective (the “Second Effective Time”) as set forth in the articles of merger with respect to the Second Merger (the “Second Articles of Merger”) that OBDC and the Surviving Company shall file with the SDAT it being understood that OBDC and the Surviving Company shall cause the Second Effective Time to occur immediately following the Effective Time. At and after the Second Effective Time, the Second Merger shall have the effects set forth in the MGCL.

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of OBDC or the Surviving Company or the holder of any of the following securities, (i) each share of common stock of the Surviving Company issued and outstanding as of immediately prior to the Second Effective Time shall cease to exist, and no consideration shall be exchanged therefor and (ii) each share of OBDC Common Stock issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as an identical share of OBDC Common Stock.

At the Effective Time, pursuant to Section 3-109 of the MGCL, the charter of the Surviving Company shall be amended and restated in its entirety as part of the Merger and shall thereafter be the charter of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Company as of the Effective Time, until thereafter amended in accordance with applicable Law and the respective terms of such charter and bylaws, as applicable.

At the Second Effective Time, the charter of OBDC as in effect immediately prior to the Second Effective Time shall be the charter of OBDC, as the surviving company in the Second Merger, as of the Second Effective Time, and the bylaws of OBDC as in effect immediately prior to the Second Effective Time shall be the bylaws of OBDC, as the surviving company in the Second Merger, as of the Second Effective Time, until thereafter amended in accordance with applicable Law and the respective terms of such charter and bylaws, as applicable.

Each holder of record at the Effective Time of shares of OBDE Common Stock (other than the Cancelled Shares) that were converted into the right to receive the Merger Consideration pursuant to Section 1.05(c) and any cash in lieu of fractional shares of OBDC Common Stock to be issued or paid in consideration therefor pursuant to Section 2.02 and any dividends and other distributions pursuant to Section 2.04(b), shall, promptly after the Effective Time, be entitled to receive the Merger Consideration, and any cash in lieu of fractional shares of OBDC Common Stock to be issued or paid in consideration therefor pursuant to Section 2.02 and, after the applicable payment date, any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(b). The Exchange Fund shall not be used for any other purpose other than the purposes provided for in the immediately preceding sentence.

Subject to the effect of applicable abandoned property, escheat or similar Laws, following the Effective Time, each holder of record at the Effective Time of shares (other than Cancelled Shares) of OBDE Common Stock shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of OBDC Common Stock represented by such shares of OBDE Common Stock and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole shares of OBDC Common Stock represented by such shares of OBDE Common Stock with a record date after the Effective Time (but before the issuance of OBDC Common Stock issuable with respect to such shares of OBDE Common Stock) and with a payment date subsequent to the issuance of OBDC Common Stock issuable with respect to such shares of OBDE Common Stock.

OBDE shall deliver to OBDC a calculation of the net asset value of OBDE as of a date mutually agreed between OBDC and OBDE, such date to be no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such agreed date, the “Determination Date”), calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (except as may be mutually agreed by the parties), historically used by OBDE in preparing the calculation of the net asset value per share of OBDE Common Stock (with an accrual for any dividend declared by OBDE and not yet paid) (the “Closing OBDE Net Asset Value”); provided that OBDE shall update the calculation of the Closing OBDE Net Asset Value in the event that the Closing is subsequently delayed or there is more than a de minimis change to the Closing OBDE Net Asset Value prior to the Closing (including any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing OBDE Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the OBDE Board, including a majority of the Independent Directors of OBDE, shall be required to approve, and OBDE Adviser shall certify in writing to OBDC, the calculation of the Closing OBDE Net Asset Value.

OBDC shall deliver to OBDE a calculation of the net asset value of OBDC as of the Determination Date, calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (except as may be mutually agreed by the parties), historically used by OBDC in preparing the calculation of the net asset value per share of OBDC Common Stock (with an accrual for any dividend declared by OBDC and not yet paid) (the “Closing OBDC Net Asset Value”); provided that OBDC shall update the calculation of the Closing OBDC Net Asset Value in the event the Closing is subsequently delayed or there is more than a de minimis change to the Closing OBDC Net Asset Value prior to the Closing (including any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing OBDC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the OBDC Board, including a majority of the Independent Directors of OBDC, shall be required to approve, and OBDC Adviser shall certify in writing to OBDE, the calculation of the Closing OBDC Net Asset Value.

In connection with preparing the calculations provided pursuant to this Section 2.06, each of OBDE and OBDC will use the portfolio valuation methods adopted by their respective valuation designee and approved by the OBDE Board (including a majority of the Independent Directors of OBDE) or the OBDC Board (including a majority of the Independent Directors of OBDC), as applicable, for valuing the securities and other assets of OBDE or OBDC, as applicable, under Rule 2a-5 of the Investment Company Act as of the date hereof, except as expressly set forth above in Section 2.06(b) or otherwise agreed by each of the OBDE Board (including a majority of the Independent Directors of OBDE) or the OBDC Board (including a majority of the Independent Directors of OBDC).

Each Adviser agrees to give each of OBDC and OBDE and its respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.06 and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individuals remain employed by such Adviser or any of its respective Affiliates.

OBDE is a corporation duly incorporated and validly existing under the Laws of the State of Maryland and in good standing with the SDAT. OBDE has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE has duly elected to be regulated as a BDC, and such election has not been revoked or withdrawn and is in full force and effect.

True, complete and correct copies of the charter of OBDE (as amended as of the date hereof, the “OBDE Charter”) and the Bylaws of OBDE (as amended as of the date hereof, the “OBDE Bylaws”), as in effect as of the date of this Agreement, have previously been publicly filed by OBDE.

Each Consolidated Subsidiary of OBDE (i) is duly incorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, as applicable, (ii) has the requisite corporate or limited liability (or similar) power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE.

The authorized capital stock of OBDE consists of 500,000,000 shares of which (i) 123,356,823 shares of OBDE Common Stock were outstanding as of the close of business on July 31, 2024 (the “OBDE Capitalization Date”) and (ii) no shares of preferred stock, par value $0.01 per share were outstanding as of the close of business on the OBDE Capitalization Date. All of the issued and outstanding shares of OBDE Common Stock have been duly authorized and validly issued and are fully paid,

All of the issued and outstanding shares of capital stock or other equity ownership interests of each Consolidated Subsidiary of OBDE are owned by OBDE, directly or indirectly, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (in respect of corporate entities) and free of preemptive rights. No Consolidated Subsidiary of OBDE has or is bound by any outstanding Rights calling for the purchase or issuance of, or the payment of any amount based on, any shares of capital stock or any other equity security of such Consolidated Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Consolidated Subsidiary.

OBDE has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the OBDE Board, including, after separate meetings and discussion, all of the Independent Directors of OBDE. The OBDE Board (on the recommendation of the OBDE Special Committee) has unanimously (i) determined that (A) this Agreement, the Merger and the other Transactions are advisable and in the best interests of OBDE and (B) the interests of OBDE’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved and declared advisable the OBDE Matters, (iii) directed that the OBDE Matters be submitted to OBDE’s stockholders for approval at a duly held meeting of such stockholders (the “OBDE Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of OBDE adopt and approve the OBDE Matters (such recommendation, the “OBDE Board Recommendation”). Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the OBDE Matters by the holders of outstanding shares of OBDE Common Stock at a duly held meeting of OBDE stockholders (the “OBDE Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action on the part of OBDE. This Agreement has been duly and validly executed and delivered by OBDE and (assuming due authorization, execution and delivery by OBDC, Merger Sub and the Advisers) constitutes the valid and binding obligation of OBDE, enforceable against OBDE in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Neither the execution and delivery of this Agreement by OBDE, nor the consummation by OBDE of the Transactions, nor performance of this Agreement by OBDE, will (i) violate any provision of the OBDE Charter or the OBDE Bylaws, or (ii) assuming that the consents, approvals and filings referred

OBDE has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file or furnish since January 1, 2021 (the “Applicable Date”) with the SEC (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “OBDE SEC Reports”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. To OBDE’s Knowledge, no OBDE SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. To OBDE’s Knowledge, all OBDE SEC Reports, as of their respective dates, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. None of the Consolidated Subsidiaries of OBDE is required to make any filing with the SEC.

Neither OBDE nor any of its Consolidated Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to OBDE’s Knowledge that, upon consummation of the Merger, would restrict in any material respect the conduct of the business of OBDC or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, nor has OBDE or any of its Consolidated Subsidiaries been advised in writing or, to the Knowledge of OBDE, verbally, by any Governmental Entity that it is considering issuing, initiating, ordering, or requesting any of the foregoing.

OBDE has made available to OBDC all material correspondence with the SEC since the Applicable Date and, as of the date of this Agreement, to the Knowledge of OBDE (i) there are no unresolved comments from the SEC with respect to the OBDE SEC Reports or any SEC examination of OBDE and (ii) none of the OBDE SEC Reports is subject to any ongoing review by the SEC.

The consolidated financial statements, including the related consolidated schedules of investments, of OBDE and its Consolidated Subsidiaries included (or incorporated by reference) in the OBDE SEC Reports (including the related notes, where applicable) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of OBDE and its Consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (except that unaudited statements may not contain notes and are subject to recurring year-end audit adjustments normal in nature and amount), (ii) to OBDE’s Knowledge, have complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iii) have been prepared in all material respects in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. KPMG LLP (“KPMG”) has not resigned, threatened resignation or been dismissed as OBDE’s independent public accountant as a result of or in connection with any disagreements with OBDE on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Except for (A) liabilities reflected or reserved against on the consolidated audited balance sheet of OBDE as of December 31, 2023 included in the audited financial statements set forth in OBDE’s annual report on Form 10-K for the year ended December 31, 2023 (the “OBDE Balance Sheet”), (B) liabilities incurred in the ordinary course of business since December 31, 2023, (C) liabilities incurred in connection with this Agreement and the Transactions, (D) liabilities otherwise disclosed in the OBDE SEC Reports and (E) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE, neither OBDE nor any of its Consolidated Subsidiaries has any liabilities that would be required to be reflected or reserved against in the OBDE Balance Sheet in accordance with GAAP.

Neither OBDE nor any of its Consolidated Subsidiaries is a party to or has any commitment to become a party to any off-balance sheet joint venture, partnership or similar contract with any unconsolidated Affiliate or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act) where the result or purpose of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, OBDE and its Consolidated Subsidiaries in the OBDE SEC Reports.

Since the Applicable Date, (i) neither OBDE nor any of its Consolidated Subsidiaries nor, to the Knowledge of OBDE, any director, officer, auditor, accountant or representative of OBDE or any of its

To OBDE’s Knowledge, since the Applicable Date, KPMG, which has expressed its opinion with respect to the annual financial statements of OBDE and its Consolidated Subsidiaries included in the OBDE SEC Reports (including the related notes), has, for the period it has served as OBDE’s independent accounting firm, been (i) “independent” with respect to OBDE and its Consolidated Subsidiaries within the meaning of Regulation S-X, and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board.

The principal executive officer and principal financial officer of OBDE have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and any related rules and regulations promulgated by the SEC (collectively, the “Sarbanes-Oxley Act”), and the statements contained in any such certifications are complete and correct, and OBDE is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act.

OBDE has in all material respects:

designed and maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by OBDE in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to OBDE’s management as appropriate to allow timely decisions regarding required disclosure and to allow OBDE’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports;

designed and maintained a system of internal controls over financial reporting sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) OBDE’s management, with the participation of OBDE’s principal executive and financial officers, has completed an assessment of the effectiveness of OBDE’s internal controls over financial reporting for the fiscal year ended December 31, 2023 in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, and such assessment concluded that OBDE maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, using the framework specified in OBDE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

(A) disclosed, based on its most recent evaluation, to its auditors and the audit committee of the OBDE Board (1) any significant deficiencies or material weaknesses (as defined in the relevant Statement of Auditing Standards) in the design or operation of OBDE’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in its internal controls over financial reporting and (B) identified for OBDE’s auditors any material weaknesses in internal controls; and

provided to OBDC true, complete and correct copies of any of the foregoing disclosures to its auditors or the audit committee of the OBDE Board that have been made in writing from the Applicable Date through the date hereof, and will promptly provide to OBDC true, complete and correct copies of any such disclosures that are made after the date hereof.

The fair market value of OBDE’s investments as of June 30, 2024 (i) was determined in accordance with Accounting Standards Codification, “Fair Value Measurement (Topic 820)”, issued by the Financial Accounting Standards Board (“ASC Topic 820”) and (ii) reflects a reasonable estimate of the fair value of such investments as determined in good faith, after due inquiry, by the OBDE valuation designee in accordance with Rule 2a-5.

To OBDE’s Knowledge, there is no fraud or suspected fraud affecting OBDE involving management of OBDE or employees of Blue Owl who have significant roles in OBDE’s internal control over financial reporting, when such fraud could have a material effect on OBDE’s consolidated financial statements.

Each of OBDE and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE has not received any written or, to OBDE’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE has operated in compliance with all listing standards of the NYSE since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE is not subject to any “stop order” and is, and was, fully qualified to sell shares of OBDE Common Stock in each

OBDE is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE.

OBDE has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OBDE, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OBDE Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE.

Each of OBDE and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OBDE and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDE has not received any written or, to OBDE’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE.

No “affiliated person” (as defined under the Investment Company Act) of OBDE has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of OBDE, threatened that would result in any such disqualification.

The minute books and other similar records of OBDE maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OBDE, the OBDE Board and any committees of the OBDE Board.

OBDE and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement, and all such Tax Returns are true, complete and correct in all material respects. OBDE and each of its subsidiaries has paid all material Taxes shown thereon as due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by U.S. federal, state, non-U.S. or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP.

No material Tax Return of OBDE or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, with respect to any material Tax Return of OBDE or any of its subsidiaries or for material Taxes or assessments upon OBDE or any of its Consolidated Subsidiaries for which OBDE does not have reserves that are adequate under GAAP.

Neither OBDE nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than any such agreement entered into in the ordinary course of business the principal purpose of which is not Taxes).

Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Mergers are also a part), neither OBDE nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply.

Neither OBDE nor any of its Consolidated Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) or any other change in method of accounting occurring prior to the Closing, (ii) closing agreement described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing, (iii) installment sale or open transaction disposition occurring prior to the Closing, (iv) use of an improper method of accounting prior to the Closing, (v) prepaid amount received, or deferred revenue accrued, prior to the Closing, or (vi) “gain recognition agreement” as described in U.S. Treasury Regulation Section 1.367(a)-8 (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing.

Neither OBDE nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If OBDE or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

There are no outstanding applications, written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against OBDE or any of its subsidiaries.

OBDE made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). OBDE has qualified as a RIC at all times since the beginning of its taxable year ending December 30, 2020 and expects to continue to so qualify through the Effective Time. No challenge to OBDE’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of OBDE ending on or before the Effective Time, OBDE has satisfied, or expects to satisfy in the case of a taxable year ending after the date of this Agreement, the

Prior to the Effective Time, OBDE shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the Effective Time. Prior to the Determination Date, OBDE shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation.

OBDE and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including information reporting requirements, and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws.

OBDE is not aware of any fact or circumstance that could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

OBDE has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code.

Section 3.11(m) of the OBDE Disclosure Schedule lists each asset the disposition of which would be subject to rules similar to Section 1374 of the Code as prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or Treasury Regulation Section 1.337(d)-7 and the amount of “net unrealized built-in gain” (within the meaning of Section 1374(d) of the Code) on each such asset. Other than such assets listed in Section 3.11(m) of the OBDE Disclosure Schedule, OBDE is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder.

No claim has been made in writing by a taxing authority in a jurisdiction where OBDE or any of its Consolidated Subsidiaries does not file Tax Returns that OBDE or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability.

Neither OBDE nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States.

Neither OBDE nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities.

Neither OBDE nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than OBDE and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee, successor or payable pursuant to a contractual obligation.

Neither OBDE nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is OBDE or any of its Consolidated Subsidiaries).

There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of OBDE or any of its Consolidated Subsidiaries.

OBDE has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via EDGAR) to OBDC of, all Contracts (collectively, the “OBDE Material Contracts”) to which, as of the date hereof, OBDE or any of its Consolidated Subsidiaries is a party, or by which OBDE or any of its Consolidated Subsidiaries may be bound, or, to the Knowledge of OBDE, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:

any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to OBDE or its financial condition or results of operations;

other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of OBDE to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of OBDE or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by OBDE or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;

other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of OBDE to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of OBDE or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to OBDE and its Consolidated Subsidiaries, taken as a whole);

except with respect to investments set forth in the OBDE SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to OBDE and its Consolidated Subsidiaries, taken as a whole;

any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of OBDE and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that OBDE and its Consolidated Subsidiaries conducts or may conduct;

any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the OBDE SEC Reports;

any Contract that obligates OBDE or any of its Consolidated Subsidiaries to conduct any business that is material to OBDE and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate OBDC, the

any Contract with a Governmental Entity.

Each OBDE Material Contract is (x) valid and binding on OBDE or its applicable Consolidated Subsidiary and, to OBDE’s Knowledge, each other party thereto, (y) enforceable against OBDE or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to OBDE and its Consolidated Subsidiaries, taken as a whole. The OBDE Advisory Agreement has been approved by the OBDE Board and stockholders of OBDE in accordance with Section 15 of the Investment Company Act. Neither OBDE nor any of its Consolidated Subsidiaries nor, to OBDE’s Knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any OBDE Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDE. No OBDE Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to OBDE and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to OBDE or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any OBDE Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to OBDE and its Consolidated Subsidiaries, taken as a whole.

Each of OBDC and Merger Sub is a corporation duly incorporated and validly existing and in good standing under the Laws of the State of Maryland and in good standing with the SDAT. Each of OBDC

True, complete and correct copies of the charter of OBDC (the “OBDC Charter”) and the Bylaws of OBDC (the “OBDC Bylaws”), as in effect as of the date of this Agreement, have previously been publicly filed by OBDC. True, correct and complete copies of the charter and bylaws of Merger Sub, as in effect as of the date hereof, have previously been provided to OBDE.

Each Consolidated Subsidiary of OBDC (i) is duly incorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, as applicable, (ii) has the requisite corporate or limited liability company (or similar) power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC.

The authorized capital stock of OBDC consists of 500,000,000 shares of which (i) 390,217,304 shares of OBDC Common Stock were outstanding as of the close of business on July 31, 2024 (the “OBDC Capitalization Date”) and (ii) no shares of preferred stock, par value $0.01 per share were outstanding as of the close of business on the OBDC Capitalization Date. All of the issued and outstanding shares of OBDC Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability with respect to OBDC attaching to the ownership thereof. All of the shares of OBDC Common Stock constituting the Merger Consideration will be, when issued pursuant to the terms of the Merger, duly authorized and validly issued and fully paid, nonassessable and free of preemptive rights, with no personal liability with respect to OBDC attaching to the ownership thereof. As of the date of this Agreement, no Indebtedness having the right to vote on any matters on which stockholders of OBDC may vote (“OBDC Voting Debt”) is issued or outstanding. As of the OBDC Capitalization Date, except pursuant to OBDC’s dividend reinvestment plan, OBDC does not have and is not bound by any Rights calling for the purchase or issuance of, or the payment of any amount based on, any shares of OBDC Common Stock, OBDC Voting Debt or any other equity securities of OBDC or any securities representing the right to purchase or otherwise receive any shares of OBDC Common Stock, OBDC Voting Debt or other equity securities of OBDC. There are no obligations of OBDC or any of its Consolidated Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of OBDC, OBDC Voting Debt or any equity security of OBDC or its Consolidated Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock, OBDC Voting Debt or any other equity security of OBDC or its Consolidated Subsidiaries or (ii) pursuant to which OBDC or any of its Consolidated Subsidiaries is or could be required to register shares of OBDC capital stock or other securities under the Securities Act. All of OBDC Common Stock sold has been sold in compliance with applicable Law.

All of the issued and outstanding shares of capital stock or other equity ownership interests of each Consolidated Subsidiary of OBDC are owned by OBDC, directly or indirectly, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (in respect of corporate entities) and free of preemptive rights. No Consolidated Subsidiary of OBDC has or is bound by any outstanding Rights calling for the purchase or issuance of, or the payment of any amount based on, any shares of capital stock or any other equity security of such Consolidated Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Consolidated Subsidiary.

Each of OBDC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the OBDC Board, including, after separate meetings and discussion, all of the Independent Directors of OBDC, and the board of directors of Merger Sub. The OBDC Board (on the recommendation of the OBDC Special Committee), has unanimously (i) determined that (A) this Agreement, the Merger and the other Transactions are advisable and in the best interests of OBDC and (B) determined that the interests of OBDC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved and declared advisable the OBDC Matters, (iii) directed that the OBDC Matters be submitted to OBDC’s stockholders for approval at a duly held meeting of such stockholders (the “OBDC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of OBDC approve the OBDC Matters (such recommendation, the “OBDC Board Recommendation”). Except for obtaining from OBDC’s stockholders the OBDC Requisite Vote to approve the OBDC Matters, the Merger and the other Transactions have been authorized by all necessary corporate action on the part of OBDC. This Agreement has been duly and validly executed and delivered by OBDC and Merger Sub and (assuming due authorization, execution and delivery by OBDE and OBDE Adviser) constitutes the valid and binding obligation of each of OBDC and Merger Sub, enforceable against each of OBDC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Neither the execution and delivery of this Agreement by OBDC or Merger Sub, nor the consummation by OBDC or Merger Sub of the Transactions, nor performance of this Agreement by OBDC or Merger Sub, will (i) violate any provision of the OBDC Charter, OBDC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Sections 4.03(a) and 4.04 are duly obtained and/or made, (A) violate any Law or Order applicable to OBDC or any of its Consolidated Subsidiaries or (B) except as set forth on Section 4.03(b) of the OBDC Disclosure Schedule or in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of OBDC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which OBDC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. Section 4.03(b) of the OBDC Disclosure Schedule sets forth, to OBDC’s Knowledge, any material consent fees payable to a third party in connection with the Mergers.

OBDC has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file or furnish since the Applicable Date with the SEC (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “OBDC SEC Reports”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. To OBDC’s Knowledge, no OBDC SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. To OBDC’s Knowledge, all OBDC SEC Reports, as of their respective dates, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. None of the Consolidated Subsidiaries of OBDC is required to make any filing with the SEC.

Neither OBDC nor any of its Consolidated Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to OBDC’s Knowledge that, upon consummation of the Mergers, would restrict in any material respect the conduct of the business of OBDC or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, nor has OBDC or any of its Consolidated Subsidiaries been advised in writing or, to the Knowledge of OBDC, verbally, by any Governmental Entity that it is considering issuing, initiating, ordering, or requesting any of the foregoing.

OBDC has made available to OBDE all material correspondence with the SEC since the Applicable Date and, as of the date of this Agreement, to the Knowledge of OBDC, (i) there are no unresolved comments from the SEC with respect to the OBDC SEC Reports or any SEC examination of OBDC and (ii) none of the OBDC SEC Reports is subject to any ongoing review by the SEC.

The consolidated financial statements, including the related consolidated schedules of investments, of OBDC and its Consolidated Subsidiaries included (or incorporated by reference) in the OBDC SEC Reports (including the related notes, where applicable): (i) fairly present in all material respects the

Except for (A) liabilities reflected or reserved against on the consolidated audited balance sheet of OBDC as of December 31, 2023 included in the audited financial statements set forth in OBDC’s annual report on Form 10-K for the year ended December 31, 2023 (the “OBDC Balance Sheet”), (B) liabilities incurred in the ordinary course of business since December 31, 2023, (C) liabilities incurred in connection with this Agreement and the Transactions, (D) liabilities otherwise disclosed in the OBDC SEC Reports and (E) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC, neither OBDC nor any of its Consolidated Subsidiaries has any liabilities that would be required to be reflected or reserved against in the OBDC Balance Sheet in accordance with GAAP.

Neither OBDC nor any of its Consolidated Subsidiaries is a party to or has any commitment to become a party to any off-balance sheet joint venture, partnership or similar contract with any unconsolidated Affiliate or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act) where the result or purpose of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of OBDC and its Consolidated Subsidiaries in the OBDC SEC Reports.

Since the Applicable Date, (i) neither OBDC nor any of its Consolidated Subsidiaries nor, to the Knowledge of OBDC, any director, officer, auditor, accountant or representative of OBDC or any of its Consolidated Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of OBDC or any of its Consolidated Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that OBDC or any of its Consolidated Subsidiaries has engaged in questionable or illegal accounting or auditing practices or maintains inadequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and (ii) no attorney representing OBDC or any of its Consolidated Subsidiaries, whether or not employed by OBDC or any of its Consolidated Subsidiaries, has reported evidence of a material violation of securities laws, breach of duty or similar violation by OBDC or any of its officers, directors or agents to the OBDC Board or any committee thereof or to any director or officer of OBDC.

To OBDC’s Knowledge, since the Applicable Date, KPMG, which has expressed its opinion with respect to the annual financial statements of OBDC and its Consolidated Subsidiaries included in the OBDC SEC Reports (including the related notes), has, for the period it has served as OBDC’s independent accounting firm, been (i) “independent” with respect to OBDC and its Consolidated Subsidiaries within the meaning of Regulation S-X, and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board.

The principal executive officer and principal financial officer of OBDC have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the statements contained in any such certifications are complete and correct, and OBDC is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act.

OBDC has in all material respects:

designed and maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by OBDC in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to OBDC’s management as appropriate to allow timely decisions regarding required disclosure and to allow OBDC’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports;

designed and maintained a system of internal controls over financial reporting sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) OBDC’s management, with the participation of OBDC’s principal executive and financial officers, has completed an assessment of the effectiveness of OBDC’s internal controls over financial reporting for the fiscal year ended December 31, 2023 in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, and such assessment concluded that OBDC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, using the framework specified in OBDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

(A) disclosed, based on its most recent evaluation, to its auditors and the audit committee of the OBDC Board (1) any significant deficiencies or material weaknesses (as defined in the relevant Statement of Auditing Standards) in the design or operation of OBDC’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in its internal controls over financial reporting and (B) identified for OBDC’s auditors any material weaknesses in internal controls; and

provided to OBDE true, complete and correct copies of any of the foregoing disclosures to its auditors or the audit committee of the OBDC Board that have been made in writing from the Applicable Date through the date hereof, and will promptly provide to OBDE true, complete and correct copies of any such disclosures that are made after the date hereof.

The fair market value of OBDC’s investments as of June 30, 2024 (i) was determined in accordance with ASC Topic 820 and (ii) reflects a reasonable estimate of the fair value of such investments as determined in good faith, after due inquiry, by the OBDC valuation designee in accordance with Rule 2a-5.

To OBDC’s Knowledge, there is no fraud or suspected fraud affecting OBDC involving management of OBDC or employees of Blue Owl who have significant roles in OBDC’s internal control over financial reporting, when such fraud could have a material effect on OBDC’s consolidated financial statements.

Each of OBDC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC has not received any written or, to OBDC’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC has operated in compliance with all listing standards of the NYSE since the Applicable Date, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC is not subject to any “stop order” and is, and was, fully qualified to sell shares of OBDC Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC.

OBDC is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC.

OBDC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OBDC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OBDC Board and satisfactorily remedied or are in the process of being remedied or those that would not, reasonably be expected to have a Material Adverse Effect with respect to OBDC.

Each of OBDC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OBDC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDC has not received any written or, to OBDC’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC.

No “affiliated person” (as defined under the Investment Company Act) of OBDC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of OBDC, threatened that would result in any such disqualification.

The minute books and other similar records of OBDC maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OBDC, the OBDC Board and any committees of the OBDC Board.

OBDC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are true, complete and correct in all material respects. OBDC and each of its subsidiaries has paid all material Taxes shown thereon as due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by U.S. federal, state, non-U.S. or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP.

No material Tax Return of OBDC or any subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, with respect to any material Tax Return of OBDC or any of its subsidiaries or for material Taxes or assessments upon OBDC or any of its subsidiaries for which OBDC does not have reserves that are adequate under GAAP.

Neither OBDC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than any such agreement entered into in the ordinary course of business the principal purpose of which is not Taxes).

Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Mergers are also a part), neither OBDC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply.

Neither OBDC nor any of its Consolidated Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) or any other change in method of accounting occurring prior to the Closing, (ii) closing agreement described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing, (iii) installment sale or open transaction disposition occurring prior to the Closing, (iv) use of an improper method of accounting prior to the Closing, (v) prepaid amount received, or deferred revenue accrued, prior to the Closing, or (vi) “gain recognition agreement” as described in U.S. Treasury Regulation Section 1.367(a)-8 (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing.

Neither OBDC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If OBDC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

There are no outstanding applications, written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against OBDC or any of its subsidiaries.

OBDC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. OBDC has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2016 and expects to continue to so qualify through the Effective Time. No challenge to OBDC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of OBDC ending before the Effective Time, OBDC has satisfied, or expects to satisfy in the case of a taxable year ending after the date of this Agreement, the distribution requirements imposed on a regulated investment company under Section 852 of the Code.

Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement.

OBDC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including information reporting requirements, and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws.

OBDC is not aware of any fact or circumstance that could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

OBDC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code.

Section 4.11(m) of the OBDC Disclosure Schedule lists each asset the disposition of which would be subject to rules similar to Section 1374 of the Code as prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or Treasury Regulation Section 1.337(d)-7 and the amount of “net unrealized built-in gain” (within the meaning of Section 1374(d) of the Code) on each such asset. Other than such assets listed in Section 4.11(m) of the OBDC Disclosure Schedule, OBDC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder.

No claim has been made in writing by a taxing authority in a jurisdiction where OBDC or any of its Consolidated Subsidiaries does not file Tax Returns that OBDC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability.

Neither OBDC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States.

Neither OBDC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities.

Neither OBDC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than OBDC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee, successor or payable pursuant to a contractual obligation.

Neither OBDC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is OBDC or any of its Consolidated Subsidiaries).

There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of OBDC or any of its Consolidated Subsidiaries.

OBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via EDGAR) to OBDE of, all Contracts (collectively, the “OBDC Material Contracts”) to which, as of the date hereof, OBDC or any of its Consolidated Subsidiaries is a party, or by which OBDC or any of its Consolidated Subsidiaries may be bound, or, to the Knowledge of OBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:

any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the Regulation S-K or that is material to OBDC or its financial condition or results of operations;

other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of OBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of OBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by OBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;

other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of OBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of OBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to OBDC and its Consolidated Subsidiaries, taken as a whole);

except with respect to investments set forth in the OBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to OBDC and its Consolidated Subsidiaries, taken as a whole;

any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of OBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that OBDC and its Consolidated Subsidiaries conducts or may conduct;

any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the OBDC SEC Reports;

any Contract that obligates OBDC or any of its Consolidated Subsidiaries to conduct any business that is material to OBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or

any Contract with a Governmental Entity.

Each OBDC Material Contract is (x) valid and binding on OBDC or its applicable Consolidated Subsidiary and, to OBDC’s Knowledge, each other party thereto, (y) enforceable against OBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to OBDC and its Consolidated Subsidiaries, taken as a whole. The OBDC Advisory Agreement in effect as of the date of this Agreement has been approved by the OBDC Board and stockholders of OBDC in accordance with Section 15 of the Investment Company Act. Neither OBDC nor any of its Consolidated Subsidiaries nor, to OBDC’s Knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC. No OBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to OBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to OBDC or any of its Consolidated Subsidiaries

Such Adviser has all requisite limited liability company power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement has been duly and validly approved by the managers of such Adviser. This Agreement has been duly and validly executed and delivered by such Adviser and (assuming due authorization, execution and delivery by such other Adviser, OBDE, OBDC and Merger Sub) constitutes the valid and binding obligation of such Adviser, enforceable against such Adviser in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Neither the execution and delivery of this Agreement by such Adviser, nor the consummation of the Transactions, nor performance of this Agreement by such Adviser, will (i) violate any provision of the certificate of formation or limited liability company agreement of such Adviser or (ii) (A) violate any Law or Order applicable to such Adviser or (B) violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of such Adviser under, any of the terms,

No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by such Adviser, except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC.

Each Adviser is, and since the Applicable Date, has been, duly registered as an investment adviser under the Investment Advisers Act. Each Adviser is, and at all times required by applicable Law (other than the Investment Advisers Act) when such Adviser has been the investment adviser to OBDC or OBDE has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified would not prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC.

Such Adviser is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws with regard to its management of OBDE and OBDC, as applicable, including, if and to the extent applicable, the Investment Advisers Act, Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC. Neither Adviser has received any written or to such Adviser’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws with regard to its management of OBDE or OBDC, as applicable, which non-compliance would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC, as applicable.

Each Adviser holds and is in compliance with all Permits required in order to permit such Adviser to own or lease its properties and assets and to conduct its business under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC. Neither Adviser has received any written or, to such Adviser’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to prevent such Adviser from timely performing its material obligations under this Agreement or from consummating the Mergers and the other Transactions or have a Material Adverse Effect with respect to OBDE or OBDC.

Each Adviser has implemented written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act (complete and correct copies of which have been made available to OBDE (in the case of OBDE Adviser) and OBDC (in the case of OBDC Adviser)) and, during the period prior to the date of this Agreement that such Adviser has been the investment adviser to OBDC (in the case of OBDC Adviser) or OBDE (in the case of OBDE Adviser), such Adviser has been in compliance with such policies and procedures with regard to its management of OBDE (in the case of OBDE Adviser) and OBDC (in the case of OBDC Adviser) except where the failures to adopt such policies and procedures or to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OBDC or OBDE.

During the period prior to the date of this Agreement that it has been the investment adviser to OBDC (in the case of OBDC Adviser) or OBDE (in the case of OBDE Adviser) there has been no material adverse change in the operations, affairs or regulatory status of such Adviser.

Except as set forth in Section 2.06(b) and as may be mutually agreed by the parties, the value of each investment asset owned by OBDE that is used in connection with the computations made by OBDE Adviser on behalf of OBDE pursuant to Section 2.06 will be determined in accordance with the valuation policies and procedures adopted by the valuation designee and approved by the OBDE Board under Rule 2a-5 under the Investment Company Act and no exceptions to such valuation policies and procedures have been or will be permitted in valuing such assets in connection with the computations pursuant to Section 2.06 for purposes of this Agreement, and the value of all assets owned by OBDE other than investment assets that are used in connection with the computations made by OBDE Adviser on behalf of OBDE pursuant to Section 2.06 will be determined in accordance with GAAP.

Except as may be mutually agreed by the parties, the value of each investment asset owned by OBDC that is used in connection with the computations made by OBDC Adviser on behalf of OBDC pursuant to Section 2.06 will be determined in accordance with the valuation policies and procedures adopted by the valuation designee and approved by the OBDC Board under Rule 2a-5 under the Investment Company Act and no exceptions to such valuation policies and procedures have been or will be permitted in valuing such assets in connection with the computations pursuant to Section 2.06 for purposes of this Agreement, and the value of all assets owned by OBDC other than investment assets that are used in connection with the computations made by OBDC Adviser on behalf of OBDC pursuant to Section 2.06 will be determined in accordance with GAAP.

The Closing OBDE Net Asset Value presented by OBDE Adviser to the OBDE Board will reflect OBDE Adviser’s determination (as valuation designee under Rule 2a-5 of the Investment Company Act) of the fair value of any portfolio securities of OBDE for which market quotations are not readily available.

The Closing OBDC Net Asset Value presented by OBDC Adviser to the OBDC Board will reflect OBDC Adviser’s determination (as valuation designee under Rule 2a-5 of the Investment Company

Other than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any OBDE Voting Debt or OBDC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities.

(i) Make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by such party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of such party to such party or another direct or indirect wholly owned Consolidated Subsidiary of such party or (D) with respect to OBDE, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock.

Sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of such party or any of its Consolidated Subsidiaries.

Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed.

Amend the OBDE Charter or the OBDE Bylaws (in the case of OBDE) or the OBDC Charter or the OBDC Bylaws (in the case of OBDC) or any other governing documents or similar governing documents of any of such party’s Consolidated Subsidiaries.

Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements.

Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan.

Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude OBDE from declaring or paying any Tax Dividend on or before the Closing Date.

Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness.

Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed.

File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund.

Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC.

Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC).

Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an OBDE Material Contract or OBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement.

Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any OBDE Material Contract or OBDC Material Contract, as applicable.

Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Consolidated Subsidiaries or, after the Effective Time, OBDC, OBDE, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault.

Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness.

Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate

Agree to take, make any commitment to take, or adopt any resolutions of the OBDE Board or the OBDC Board, as applicable, authorizing, any of the actions prohibited by this Section  6.02.

Subject to the right of OBDE to take any action that constitutes an OBDE Adverse Recommendation Change as expressly permitted pursuant to Section 7.07, and the right of OBDC to take any action that constitutes an OBDC Adverse Recommendation Change as expressly permitted pursuant to Section 7.08, the parties shall cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all Governmental Entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the Transactions (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.

Notwithstanding anything to the contrary herein, nothing in this Agreement shall require either OBDC and its Consolidated Subsidiaries, on the one hand, or OBDE and its Consolidated Subsidiaries, on the other hand, to make payments or provide other consideration for the repayment, restructuring or amendment of terms of indebtedness in connection with the Transactions (including the Mergers), other than any consent fees set forth in Section 3.03(b) of the OBDE Disclosure Schedule and Section 4.03(b) of the OBDC Disclosure Schedule.

OBDC and OBDE shall as promptly as practicable jointly prepare and file with the SEC the Registration Statement. OBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. OBDE and OBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. OBDC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and OBDE shall use reasonable best efforts to furnish all information concerning OBDE and the holders of OBDE Common Stock as may be reasonably requested by OBDC in connection with any such action.

Each of OBDC and OBDE shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of OBDC, OBDE or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement.

Subject to applicable Law, each of OBDC and OBDE shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Notwithstanding anything to the contrary in Section 7.07, unless the OBDE Board has withdrawn the OBDE Board Recommendation in compliance with Section 7.07, OBDE shall submit to its stockholders the OBDE Matters, including the Merger, on the terms and conditions set forth in this Agreement. In furtherance of that obligation, OBDE shall take, in accordance with applicable Law and the OBDE Charter and the OBDE Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares effective the Registration Statement of which the Joint Proxy Statement/Prospectus forms a part, to convene the OBDE Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the proposal to approve the OBDE Matters, including the Merger, on the terms and conditions set forth in this Agreement, as well as any other such matters. The record date for the OBDE Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of OBDC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). Unless the OBDE Board has withdrawn the OBDE Board Recommendation in compliance with Section 7.07, OBDE shall use reasonable best efforts to obtain from OBDE’s stockholders the OBDE Requisite Vote, including by providing to OBDE’s stockholders the OBDE Board Recommendation and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of OBDC, postponing or adjourning the OBDE Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that OBDE shall not postpone or adjourn the OBDE Stockholders Meeting for any other reason without the prior written consent of OBDC(which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing but subject to OBDE’s right to terminate this Agreement pursuant to Section 9.01, OBDE’s obligations pursuant to this Section 7.03(a) (including its obligation to submit to its stockholders the OBDE Matters and any other matters required to be approved or adopted by its stockholders in order to carry

Notwithstanding anything to the contrary in Section 7.08, unless the OBDC Board has withdrawn the OBDC Board recommendation in compliance with Section 7.08, OBDC shall submit to its stockholders the OBDC Matters, including the Merger, on the terms and conditions set forth in this Agreement. In furtherance of that obligation, OBDC shall take, in accordance with applicable Law and the OBDC Charter and the OBDC Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares effective the Registration Statement of which the Joint Proxy Statement/Prospectus forms a part, to convene the OBDC Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the proposal to approve the OBDC Matters including the issuance of shares of OBDC Common Stock as Merger Consideration, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the OBDC Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of OBDE (which prior written approval shall not be unreasonably delayed, conditioned or withheld). Unless the OBDC Board has withdrawn the OBDC Board Recommendation in compliance with Section 7.08, OBDC shall use reasonable best efforts to obtain from OBDC’s stockholders the OBDC Requisite Vote, including by providing to OBDC’s stockholders the OBDC Board Recommendation and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of OBDE, postponing or adjourning the OBDC Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that OBDC shall not postpone or adjourn the OBDC Stockholders Meeting for any other reason without the prior written consent of OBDE (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing but subject to OBDC’s right to terminate this Agreement pursuant to Section 9.01, OBDC’s obligations pursuant to this Section 7.03(b) (including its obligation to submit to its stockholders the OBDC Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to OBDC, its Representatives or its stockholders of any Takeover Proposal (including any OBDC Superior Proposal) or (ii) OBDC effecting a Takeover Approval or delivering a Notice of an OBDC Superior Proposal, in each case, unless in connection therewith, the OBDC Board has withdrawn the OBDC Board Recommendation in compliance with Section  7.07.

Following the Effective Time, OBDC shall, to the fullest extent permitted under applicable Law, indemnify, defend and hold harmless and advance expenses to the present and former directors and officers of OBDE or any of its Consolidated Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including the Transactions). In the event of any

Unless OBDC and OBDE shall otherwise agree the Surviving Company or its successor shall, and OBDC shall cause the Surviving Company or its successor to, continue to maintain in effect for a period of six years from and after the Effective Time (the “Tail Period”) OBDE’s existing directors and officers liability insurance (the “Current D&O Insurance”) in place as of the date of this Agreement; provided, however, that during the Tail Period, (i) the Current D&O Insurance policy may be amended or replaced provided that the coverage amount is not less than the amount set forth on Section 7.05(b) of the OBDC Disclosure Schedule , the terms and conditions are otherwise not materially less advantageous to the insureds and the directors and officers of OBDE continue to be covered under the policy in their capacity as directors and officers of OBDE; or (ii) the Current D&O Insurance may be terminated provided that prior to such termination, OBDC shall cause the Surviving Company or its successor to obtain and fully pay the premium for a “tail” insurance policy for the extension of the current D&O insurance through the remainder of the Tail Period with coverage and amounts not less than the amount set forth on Section 7.05(b) of the OBDC Disclosure Schedule, and terms and conditions that are otherwise not materially less advantageous to the insureds as, provided in the Current D&O Insurance.

Any Indemnified Party wishing to claim indemnification under Section 7.05(a), upon learning of any Proceeding described above, shall promptly notify OBDC in writing; provided, that the failure to so notify shall not affect the obligations of OBDC under Section 7.05(a) unless OBDC is materially prejudiced as a consequence.

If OBDC or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers or otherwise disposes of all or substantially all of its assets to any other entity, then and in each such case, OBDC shall cause proper provision to be made so that the successors and assigns of OBDC shall assume the obligations set forth in this Section 7.05.

The provisions of this Section 7.05 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Each of OBDE and OBDC shall, and shall cause its respective Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the immediate return or destruction (which destruction shall be certified in writing to OBDE or OBDC, as applicable) of all confidential information previously furnished to any Person (other than OBDE, OBDC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Effective Time, subject to Section 7.07 in the case of OBDE and Section 7.08 in the case of OBDC, each of OBDE and OBDC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other

Each of OBDE and OBDC shall as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by OBDE or OBDC or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of OBDE and OBDC agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep the other party informed on a reasonably current basis of any information requested of or provided by OBDE or OBDC and as to the status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry.

If on or after the date of this Agreement and at any time prior to the OBDE Stockholders Meeting: (i) OBDE receives a bona fide unsolicited Takeover Proposal (under circumstances in which OBDE has complied in all material respects with the provisions of Sections 7.06(a) and (b)); (ii) the OBDE Special Committee, shall have determined in good faith, after consultation with its outside legal counsel and, with respect to financial matters, any financial advisor, that (x) failure to consider such Takeover Proposal would be inconsistent with fiduciary standards applicable to the directors of OBDE under applicable Law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an OBDE Superior Proposal; and (iii) OBDE gives OBDC written notice of its intention to engage in negotiations or discussions with the Person making such Takeover Proposal at least two (2) Business Days before engaging in such negotiations or discussions (with such written notice specifying the identity of the Person making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OBDE’s intention to furnish information to, or participate in discussions or negotiations

engage in negotiations or discussions with such Person (and only such Person) who has made the unsolicited bona fide Takeover Proposal and provide information in response to a request therefor by such Person who has made such Takeover Proposal if OBDE (A) receives from such Person an executed confidentiality agreement with customary terms (including a standstill) and (B) provides OBDC a copy of all such information that has not previously been delivered to OBDC simultaneously with delivery to such Person (or such Person’s Representatives or Affiliates); and

after fulfilling its obligations under Section 7.07(b) below, adopt, approve or recommend, or publicly propose to adopt, approve or recommend such Takeover Proposal, including entering into an agreement with respect thereto (collectively, a “Takeover Approval”).

Upon any determination that a Takeover Proposal constitutes an OBDE Superior Proposal, OBDE shall promptly provide (and in any event within twenty-four (24) hours of such determination) to OBDC a written notice (a “Notice of an OBDE Superior Proposal”) (i) advising OBDC that the OBDE Board has received an OBDE Superior Proposal, (ii) specifying in reasonable detail the material terms and conditions of such OBDE Superior Proposal, including the amount per share or other consideration that the stockholders of OBDE will receive in connection with the OBDE Superior Proposal and including a copy of all written materials provided to or by OBDE in connection with such OBDE Superior Proposal (unless previously provided to OBDC) and (iii) identifying the Person making such OBDE Superior Proposal. OBDE shall cooperate and negotiate in good faith with OBDC (to the extent OBDC desires to negotiate) during the five (5) calendar day period following OBDC’s receipt of the Notice of an OBDE Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such OBDE Superior Proposal shall require a new notice and a new two (2) calendar day period) to make such adjustments in the terms and conditions of this Agreement as would enable OBDE to determine that such OBDE Superior Proposal is no longer an OBDE Superior Proposal and proceed with an OBDE Board Recommendation without an OBDE Adverse Recommendation Change. If thereafter the OBDE Special Committee, determines, in its reasonable good faith judgment, after consultation with its outside legal counsel and, with respect to financial matters, any financial advisor and after giving effect to any proposed adjustments to the terms of this Agreement, that such OBDE Superior Proposal remains an OBDE Superior Proposal or the failure to make such OBDE Adverse Recommendation Change would be inconsistent with fiduciary standards applicable to the directors of OBDE under applicable Law, and OBDE has complied in all material respects with Section 7.07(a) above, OBDE may terminate this Agreement pursuant to Section 9.01(c)(iv) in order to enter into an agreement related to such OBDE Superior Proposal.

Other than as permitted by Section 7.07(a), neither OBDE nor the OBDE Board shall make any OBDE Adverse Recommendation Change. Notwithstanding anything herein to the contrary, no OBDE Adverse Recommendation Change shall change the approval of the OBDE Matters or any other approval of the OBDE Board, including in any respect that would have the effect of causing any Takeover Statute or other similar statute to be applicable to the Transactions.

OBDE shall provide OBDC with prompt written notice of any meeting of the OBDE Board at which the OBDE Board is reasonably expected to consider any Takeover Proposal (such written notice shall in any event be received by OBDC reasonably in advance of such meeting).

Other than in connection with an OBDE Takeover Proposal, nothing in this Agreement shall prohibit or restrict the OBDE Board from taking any action described in clause (A) of the definition of OBDE Adverse Recommendation Change in response to an Intervening Event (a “OBDE Intervening Event Recommendation Change”) if (A) prior to effecting any such OBDE Intervening Event Recommendation Change, OBDE promptly notifies OBDC, in writing, at least five (5) Business Days (the “OBDE Intervening Event Notice Period”) before taking such action of its intent to consider such action (which notice shall not, by itself, constitute an OBDE Adverse Recommendation Change or an OBDE Intervening Event Recommendation Change), and which notice shall include a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action, (B) OBDE shall, and shall cause its Representatives to, during the OBDE Intervening Event Notice Period, negotiate with OBDC in good faith (to the extent OBDC desires to negotiate) to make such adjustments in the terms and conditions of this Agreement that would not permit the OBDE Board to make an OBDE Intervening Event Recommendation Change, and (C) the OBDE Special Committee, determines, after consulting with outside legal counsel and, with respect to financial matters, any financial advisor, that the failure to effect such an OBDE Intervening Event Recommendation Change, as applicable, after taking into account any adjustments made by OBDC during the OBDE Intervening Event Notice Period, would be inconsistent with fiduciary standards applicable to the directors of OBDE under applicable Law.

Nothing contained in this Agreement shall be deemed to prohibit OBDE, the OBDE Board or the OBDE Special Committee from (i) complying with its disclosure obligations under applicable U.S. federal or state Law with regard to any Takeover Proposal or (ii) making any disclosure to OBDE’s stockholders if, after consultation with its outside legal counsel, OBDE determines that such disclosure would be required under applicable Law; provided, however, that any such disclosures (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be an OBDE Adverse Recommendation Change unless the OBDE Board expressly publicly reaffirms the OBDE Board Recommendation (i) in such communication or (ii) within three (3)  Business Days after being requested in writing to do so by OBDC.

If on or after the date of this Agreement and at any time prior to the OBDC Stockholders Meeting: (i) OBDC receives a bona fide unsolicited Takeover Proposal (under circumstances in which OBDC has complied in all material respects with the provisions of Sections 7.06(a) and (b)); (ii) the OBDC Special Committee, shall have determined in good faith, after consultation with its outside legal counsel and, with respect to financial matters, any financial advisor, that (x) failure to consider such Takeover Proposal would be inconsistent with fiduciary standards t applicable to the directors of OBDC under applicable Law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an OBDC Superior Proposal; and (iii) OBDC gives OBDE written notice of its intention to engage in negotiations of discussions with the Person making such Takeover Proposal at least two (2) Business Days before engaging in such negotiations or discussions (with such written notice specifying the identity of the Person making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OBDC’s intention to furnish information to, or participate in discussions or negotiations with, the Person making such Takeover Proposal) then, subject to compliance with this Section 7.08(a), OBDC may:

engage in negotiations or discussions with such Person (and only such Person) who has made the unsolicited bona fide Takeover Proposal and provide information in response to a request therefor by such Person who has made such Takeover Proposal if OBDC (A) receives from such Person an

after fulfilling its obligations under Section 7.08(b) below, effect a Takeover Approval.

Upon any determination that a Takeover Proposal constitutes an OBDC Superior Proposal, OBDC shall promptly provide (and in any event within twenty-four (24) hours of such determination) to OBDE a written notice (a “Notice of an OBDC Superior Proposal”) (i) advising OBDE that the OBDC Board has received an OBDC Superior Proposal, (ii) specifying in reasonable detail the material terms and conditions of such OBDC Superior Proposal, including the amount per share or other consideration that the stockholders of OBDC will receive in connection with the OBDC Superior Proposal and including a copy of all written materials provided to or by OBDC in connection with such OBDC Superior Proposal (unless previously provided to OBDE) and (iii) identifying the Person making such OBDC Superior Proposal. OBDC shall cooperate and negotiate in good faith with OBDE (to the extent OBDE desires to negotiate) during the five (5) calendar day period following OBDE’s receipt of the Notice of an OBDC Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such OBDC Superior Proposal shall require a new notice and a new two (2) calendar day period) to make such adjustments in the terms and conditions of this Agreement as would enable OBDC to determine that such OBDC Superior Proposal is no longer an OBDC Superior Proposal and proceed with an OBDC Board Recommendation without an OBDC Adverse Recommendation Change. If thereafter the OBDC Special Committee, determines, in its reasonable good faith judgement, after consultation with its outside legal counsel and, with respect to financial matters, any financial advisor and after giving effect to any proposed adjustments to the terms of this Agreement, that such OBDC Superior Proposal remains an OBDC Superior Proposal or the failure to make such OBDC Adverse Recommendation Change would be inconsistent with fiduciary standards applicable to the directors of OBDC under applicable Law, and OBDC has complied in all material respects with Section 7.08(a) above, OBDC may terminate this Agreement pursuant to Section 9.01(d)(iv) in order to enter into an agreement related to such OBDC Superior Proposal.

Other than as permitted by Section 7.08(a), neither OBDC nor the OBDC Board shall make any OBDC Adverse Recommendation Change. Notwithstanding anything herein to the contrary, no OBDC Adverse Recommendation Change shall change the approval of the OBDC Matters or any other approval of the OBDC Board, including in any respect that would have the effect of causing any Takeover Statute or other similar statute to be applicable to the Transactions.

OBDC shall provide OBDE with prompt written notice of any meeting of the OBDC Board at which the OBDC Board is reasonably expected to consider any Takeover Proposal (such written notice shall in any event be received by OBDE reasonably in advance of such meeting).

Other than in connection with an OBDC Takeover Proposal, nothing in this Agreement shall prohibit or restrict the OBDC Board from taking any action described in clause (A) of the definition of OBDC Adverse Recommendation Change in response to an Intervening Event (a “OBDC Intervening Event Recommendation Change”) if (A) prior to effecting any such OBDC Intervening Event

Nothing contained in this Agreement shall be deemed to prohibit OBDC, the OBDC Board or the OBDC Special Committee from (i) complying with its disclosure obligations under applicable U.S. federal or state Law with regard to any Takeover Proposal or (ii) making any disclosure to OBDC’s stockholders if, after consultation with its outside legal counsel, OBDC determines that such disclosure would be required under applicable Law; provided, however, that any such disclosures (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be an OBDC Adverse Recommendation Change unless the OBDC Board expressly publicly reaffirms the OBDC Board Recommendation (i) in such communication or (ii) within three (3)  Business Days after being requested in writing to do so by OBDE.

Upon reasonable notice, except as may otherwise be restricted by applicable Law, each of OBDE and OBDC shall, and shall cause each of its Consolidated Subsidiaries to, afford to the directors, officers, accountants, counsel, advisors and other Representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to its properties, books, Contracts, and records and, during such period, such party shall, and shall cause its Consolidated Subsidiaries to, make available (including via EDGAR) to the other party all other information concerning its business and properties as the other party may reasonably request; provided that the foregoing shall not require OBDE or OBDC, as applicable, to afford access to or to disclose any information that in such party’s reasonable judgment would violate any confidentiality obligations to which such party is subject to if after using its reasonable best efforts with respect thereto, it was unable to obtain any required consent to provide such access or make such disclosure; provided, further, that either OBDE or OBDC may restrict access to the extent required by any applicable Law or as may be necessary to preserve attorney-client privilege or any similar privilege or protection under any circumstances in which such privilege or protection may be jeopardized by such disclosure or access.

No investigation by a party hereto or its representatives shall affect or be deemed to modify the representations and warranties of the other party set forth in this Agreement.

Tax Representation Letters. Prior to the Effective Time (or at such other times as requested by counsel), each of OBDC and OBDE shall execute and deliver to Eversheds Sutherland (US) LLP tax representation letters (which will be used in connection with the tax opinions contemplated by Sections 8.02(f)and 8.03(d) in form and substance as set forth in Exhibits A and B. Each of OBDE and OBDC shall use its reasonable best efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations and covenants made to tax counsel in furtherance of such tax opinion.

RIC Status. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, (i) OBDE shall not, and shall not permit any of its subsidiaries to, directly or indirectly, without the prior written consent of OBDC take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause OBDE to fail to qualify as a RIC, and (ii) OBDC shall not, and shall not permit any of its subsidiaries to, directly or indirectly, without the prior written consent of OBDE, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause OBDC to fail to qualify as a RIC.

Tax Treatment of Mergers. Unless otherwise required by applicable Law or administrative action, (i) each of OBDE, OBDC and Merger Sub shall use its reasonable best efforts to cause the Merger to qualify as a reorganization governed by Section 368(a) of the Code, including by not taking any action that such party knows is reasonably likely to prevent such qualification; and (ii) each of OBDE, OBDC and Merger Sub shall report the Mergers for U.S. federal income Tax purposes as a reorganization governed by Section 368(a) of the Code.

Tax Opinions. OBDE shall use its best efforts to obtain the tax opinion described in Section 8.03(d) and OBDC shall use its best efforts to obtain the tax opinion described in Section 8.02(e).

Stockholder Approvals. (i) The OBDE Matters shall have been approved by the OBDE Requisite Vote, and (ii) the OBDC Matters shall have been approved by the OBDC Requisite Vote.

NYSE Listing. The shares of OBDC Common Stock to be issued under this Agreement in connection with the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no Proceedings for that purpose shall have been initiated by the SEC. Any necessary state securities or “blue sky” authorizations shall have been received.

No Injunctions or Restraints; Illegality. No Order issued by any court or agency of competent jurisdiction or other Law preventing, enjoining, restraining or making illegal the consummation of the Mergers or any of the other Transactions shall be in effect.

Regulatory and Other Approvals. All Regulatory Approvals required by applicable Law to consummate the Transactions, including the Mergers, shall have been obtained and shall remain in full force and effect and all statutory waiting periods required by applicable Law in respect thereof shall have expired (including expiration of the applicable waiting period under the HSR Act). Each of the approvals listed on Section 8.01(e) of the OBDE Disclosure Schedule and Section 8.01(e) of the OBDC Disclosure Schedule, if any, shall have been obtained and shall remain in full force and effect.

No Litigation. There shall be no Proceeding by any Governmental Entity of competent jurisdiction pending that challenges the Mergers or any of the other Transactions or that otherwise seeks to prevent, enjoin, restrain or make illegal the consummation of the Mergers or any of the other Transactions.

Net Asset Value Determinations. The determination of both the Closing OBDE Net Asset Value and the Closing OBDC Net Asset Value shall have been completed in accordance with Section  2.06.

Representations and Warranties of OBDE. (i) The representations and warranties of OBDE set forth in Section 3.02(a) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (ii) the representations and warranties of OBDE set forth in Section 3.08(iii) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such

Performance of Obligations of OBDE. OBDE shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time. OBDC shall have received a certificate signed on behalf of OBDE by the Chief Executive Officer or the Chief Financial Officer of OBDE to such effect.

Representations and Warranties of OBDE Adviser. The representations and warranties of OBDE Adviser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.02(d) shall be deemed to have been satisfied even if any such representations and warranties of OBDE Adviser are not so true and correct, without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of OBDE Adviser to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to OBDE. OBDC shall have received a certificate signed on behalf of OBDE Adviser by an authorized officer of OBDE Adviser to the effect that the conditions set forth in this Section 8.02(d) have been satisfied.

Absence of OBDE Material Adverse Effect. Since the date of this Agreement there shall not have occurred any Effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect in respect of OBDE.

U.S. Federal Tax Opinion. OBDC shall have received the opinion of its counsel, Eversheds Sutherland (US) LLP, in form and substance as set forth in Exhibit C, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, each of the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of OBDE and OBDC, in form and substance as set forth in Exhibits A and B. If counsel for OBDC will not render

Representations and Warranties of OBDC. (i) The representations and warranties of OBDC set forth in Section 4.02 shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (ii) the representations and warranties of OBDC and Merger Sub set forth in Section 4.08 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (iii) the representations and warranties of OBDC and Merger Sub set forth in Sections 4.03(a), 4.03(b), 4.07 and 4.20 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (iv) the representations and warranties of OBDC and Merger Sub set forth in this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii)) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.03(a)(iv) shall be deemed to have been satisfied even if any such representations and warranties of OBDC and Merger Sub are not so true and correct, without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of OBDC and Merger Sub to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to OBDC. OBDE shall have received a certificate signed on behalf of OBDC by the Chief Executive Officer or the Chief Financial Officer of OBDC and Merger Sub to the effect that the conditions set forth in this Section 8.03 have been satisfied.

Performance of Obligations of OBDC and Merger Sub. Each of OBDC and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time. OBDE shall have received a certificate signed on behalf of OBDC and Merger Sub by the Chief Executive Officer or the Chief Financial Officer of OBDC to such effect.

Representations and Warranties of OBDC Adviser. The representations and warranties of OBDC Adviser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.03(c) shall be deemed to have been satisfied even if any such representations and warranties of OBDC Adviser are not so true and correct, without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of OBDC Adviser to be so true and correct, individually or in the aggregate, has had or would reasonably

Absence of OBDC Material Adverse Effect. Since the date of this Agreement there shall not have occurred any Effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect in respect of OBDC.

U.S. Federal Tax Opinion. OBDE shall have received the opinion of its counsel, Eversheds Sutherland (US) LLP , in form and substance as set forth in Exhibit D, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Mergers will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of OBDE and OBDC, in form and substance as set forth in Exhibits A and B. If counsel for OBDE will not render such an opinion, another counsel reasonably acceptable to OBDE may render such opinion in form and substance reasonably satisfactory to OBDE.

by mutual consent of OBDE and OBDC in a written instrument authorized by each of the OBDE Board (upon the recommendation of the OBDE Special Committee), and the OBDC Board (upon the recommendation of the OBDC Special Committee);

by either OBDE (upon the recommendation of the OBDE Special Committee) or OBDC (upon the recommendation of the OBDC Special Committee), if:

any Governmental Entity that must grant a Regulatory Approval has denied approval of the Transactions (including the Merger) and such denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable Order, or promulgated any other Law, permanently enjoining or otherwise prohibiting or making illegal the consummation of the Transactions;

the Mergers shall not have been consummated on or before August 6, 2025 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 9.01(b)(ii) shall not be available to any party whose failure to fulfill in any material respect any of its obligations under this Agreement has been the cause of, or resulted in, the event giving rise to the failure to close prior to the Termination Date;

the stockholders of OBDC shall have failed to approve the OBDC Matters by the OBDC Requisite Vote at a duly held meeting of OBDC’s stockholders or at any adjournment or postponement thereof at which the OBDC Matters have been voted upon; or

the stockholders of OBDE shall have failed to approve the OBDE Matters by the OBDE Requisite Vote at a duly held meeting of OBDE’s stockholders or at any adjournment or postponement thereof at which the OBDE Matters have been voted upon.

by OBDE (acting upon the recommendation of the OBDE Special Committee), if:

there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of OBDC or Merger Sub, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Sections 8.03(a), 8.03(b) or 8.03(c), and such breach is not curable prior to the Termination Date or if curable prior to the Termination Date, has not been cured within 30 days after the giving of notice thereof by OBDE to OBDC (provided that OBDE is not then in material breach of this Agreement so as to cause any of the conditions set forth in Sections 8.01, 8.02(a), 8.02(b) or 8.02(c) not to be satisfied);

at any time prior to obtaining the OBDC Requisite Vote (A) an OBDC Adverse Recommendation Change and/or Takeover Approval shall have occurred, (B) OBDC shall have failed to include in the Joint Proxy Statement/Prospectus the OBDC Board Recommendation, (C) a Takeover Proposal is publicly announced and OBDC fails to issue, within ten (10) Business Days after such Takeover Proposal is announced, a press release that reaffirms the OBDC Board Recommendation, or (D) a tender or exchange offer relating to any shares of OBDC Common Stock shall have been commenced by a third party and OBDC shall not have sent to its stockholders, within ten (10) Business Days after the commencement of such tender or exchange offer, a statement disclosing that the OBDC Board recommends rejection of such tender or exchange offer;

OBDC breaches, in any material respect, its obligations under Section 7.06 or 7.08;

at any time prior to obtaining the OBDE Requisite Vote, (A) OBDE is not in material breach of any of the terms of this Agreement, (B) the OBDE Board, upon the recommendation of the OBDE Special Committee, authorizes OBDE, subject to complying with the terms of this Agreement (including Section 7.07(b)), to enter into, and OBDE enters into, a definitive Contract with respect to an OBDE Superior Proposal and (C) the third party that made such OBDE Superior Proposal, prior to such termination, pays to OBDC in immediately available funds any fees required to be paid pursuant to Section 9.02(a); or

there is a Material Adverse Effect with respect to OBDC.

by OBDC (acting upon the recommendation of the OBDC Special Committee), if:

there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of OBDE, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Sections 8.02(a), 8.02(b) or 8.02(c), and such breach is not curable prior to the Termination Date or if curable prior to the Termination Date, has not been cured within 30 days after the giving of notice thereof by OBDC to OBDE (provided that OBDC is not then in material breach of this Agreement so as to cause any of the conditions set forth in Sections 8.01, 8.03(a), 8.03(b) or 8.03(c) not to be satisfied);

at any time prior to obtaining the OBDE Requisite Vote (A) an OBDE Adverse Recommendation Change and/or Takeover Approval shall have occurred, (B) OBDE shall have failed to include in the Joint Proxy Statement/Prospectus the OBDE Board Recommendation, (C) a Takeover

OBDE breaches, in any material respect, its obligations under Section 7.06 or 7.07;

at any time prior to obtaining the OBDC Requisite Vote, (A) OBDC is not in material breach of any of the terms of this Agreement, (B) the OBDC Board (upon the recommendation of the OBDC Special Committee), authorizes OBDC, subject to complying with the terms of this Agreement (including Section 7.08(b)), to enter into, and OBDC enters into, a definitive Contract with respect to an OBDC Superior Proposal and (C) the third party that made such OBDC Superior Proposal, prior to such termination, pays to OBDE in immediately available funds any fees required to be paid pursuant to Section 9.02(b); or

there is a Material Adverse Effect with respect to OBDE.

If this Agreement shall be terminated:

by OBDE pursuant to Section 9.01(c)(iv), then, prior to, and as a condition to such termination, OBDE shall cause the third party that made the applicable OBDE Superior Proposal (or its designee) to pay OBDC, subject to applicable Law, a non-refundable fee in an amount equal to $57,600,000 (the “OBDE Termination Fee”) as liquidated damages and full compensation hereunder; or

(A) by (1) OBDC or OBDE pursuant to (x) any provision of Section 9.01 at a time when the Agreement was terminable by OBDC pursuant to Section 9.01(d)(ii) or 9.01(d)(iii), (y) Section 9.01(b)(ii) or (z) Section 9.01(b)(iv), or (2) OBDC pursuant to Section 9.01(d)(i) (solely to the extent that OBDE has committed a willful or intentional breach), 9.01(d)(ii) or 9.01(d)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.01(b)(ii) or 9.01(d)(i) prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.01(b)(iv) prior to the time of the duly held OBDE Stockholders Meeting, and (C) OBDE enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, OBDE shall cause the third party that made such Takeover Proposal (or its designee) to pay OBDC, subject to applicable Law, the OBDE Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.02(a)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.”

If this Agreement shall be terminated:

by OBDC pursuant to Section 9.01(d)(iv), then, prior to, and as a condition to such termination, OBDC shall cause the third party that made the applicable OBDC Superior Proposal (or its designee) to pay OBDE, subject to applicable Law, a non-refundable fee in an amount equal to $179,800,000 (the “OBDC Termination Fee”) as liquidated damages and full compensation hereunder; or

(A) by (1) OBDC or OBDE pursuant to (x) any provision of Section 9.01 at a time when the Agreement was terminable by OBDE pursuant to Section 9.01(c)(ii) or 9.01(c)(iii), (y) to Section 9.01(b)(ii) or (z) Section 9.01(b)(iii) or (2) OBDE pursuant to Section 9.01(c)(i) (solely to the extent that OBDC has committed a willful or intentional breach), 9.01(c)(ii) or 9.01(c)(iii), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.01(b)(ii) and 9.01(c)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.01(b)(iii), prior to the time of the duly held OBDC Stockholders Meeting, and (C) OBDC enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, OBDC shall cause the third party that made such Takeover Proposal (or its designee) to pay OBDE, subject to applicable Law, the OBDC Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.01(b)(ii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.”

The parties acknowledge that the agreements contained in this Section 9.02 are an integral part of the Transactions, that without these agreements each party would not have entered into this Agreement, and that any amounts payable pursuant to this Section 9.02 do not constitute a penalty. If OBDC fails to pay any amounts due to OBDE pursuant to this Section 9.02 within the time periods specified in this Section 9.02 or OBDE fails to pay OBDC any amounts due to OBDC pursuant to this Section 9.02 within the time periods specified in this Section 9.02, OBDC or OBDE, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by OBDE or OBDC, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts from the date payment of such amounts was due at the prime lending rate in effect on the date payment was due as published in The Wall Street Journal (or any successor publication thereto), calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is less than or equal to 100%, then the Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OBDE Per Share NAV and the OBDC Per Share NAV;

if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 100% but less than or equal to 104.50%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) the sum of (i) 1.00 and (ii) 50% of the difference between (a) the quotient of (I) the OBDC Common Stock Price and (II) the OBDC Per Share NAV and (b) 1.00 and (B) the OBDC Common Stock Price; or

if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 104.5%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) 102.25% and (B) the OBDC Common Stock Price.

Acquisition of a Known, High-Quality Portfolio of Assets – OBDC and OBDE employ the same investment strategy, and Blue Owl Capital Inc. (“Blue Owl”) has been allocating the same investments to both funds since OBDE’s inception. As a result, approximately 90% of the investments in OBDE overlap with those of OBDC. The combination of two known, complementary portfolios, constructed and managed by the same centralized team, will facilitate portfolio consolidation and meaningfully mitigate potential integration risk.

Increased Scale and Diversification – The proposed merger will increase OBDC’s total investments by approximately 30%, meaningfully increasing the combined company’s scale. OBDC’s investment portfolio on a pro forma basis at fair value is expected to increase to approximately $17.7 billion across 256 portfolio companies with an average position size of 0.4% as of June 30, 2024. Diversification is also critical to risk mitigation, reducing reliance on the success of any one investment, and this proposed merger strengthens that effort. The combined company is expected to be the second largest externally managed, publicly traded BDC by total assets.

Improved Secondary Market Liquidity – The increased market capitalization following the proposed merger may result in enhanced trading liquidity and potential for greater institutional ownership. Elimination of a second diversified publicly traded BDC reduces arbitrage opportunities while streamlining Blue Owl BDCs’ organizational structure.

Well-Balanced Capital Structure and Increased Access to Long-Term, Low-Cost, Flexible Debt Capital – The increased scale of the combined company may create potential for more diverse funding sources, while consolidating existing facilities. Greater scale and structural simplification could improve cost of debt and allow for more favorable financing terms over time. The combined company may benefit from OBDC’s higher investment grade credit ratings to drive additional funding cost savings.

Accretive to Net Investment Income (“NII”) – The proposed merger is expected to be accretive to NII over time, driven by operational savings through the elimination of duplicative expenses, which both OBDC and OBDE estimate could be in excess of $5 million in the first year. Additionally, NII should benefit further from incremental yield through portfolio mix optimization and cost savings from capital structure improvements over the long-term.

Opportunity for Net Asset Value (“NAV”) Per Share Accretion – The terms of the transaction allow for potential NAV per share accretion to OBDC if shares of OBDC are trading above OBDC’s NAV per share at the time of closing. Additionally, the structure allows for OBDE shareholder consideration to be valued at a potential premium to OBDE’s NAV per share if shares of OBDC are trading above OBDC’s NAV per share at the time of closing.

Scenario

Exchange Ratio