AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP AND SCULPTOR CAPITAL...Agreement and Plan of Merger • July 24th, 2023 • Sculptor Capital Management, Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2023, is entered into by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors II LP” and, together with Capital LP and Advisors LP, the “Operating Partnerships”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and Subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger S
