AGREEMENT AND PLAN OF MERGER among BENEFIT STREET PARTNERS REALTY TRUST, INC., RODEO SUB I, LLC, CAPSTEAD MORTGAGE CORPORATION and BENEFIT STREET PARTNERS L.L.C. Dated as of July 25, 2021Merger Agreement • July 26th, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2021 (this “Agreement”), by and among Benefit Street Partners Realty Trust, Inc., a Maryland corporation (“Parent”), Rodeo Sub I, LLC, a Maryland limited liability company and a wholly owned Subsidiary of Parent (“Buyer”), Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and, solely for purposes of Sections 2.6, 3.1(b)(i)(B), 3.3(a), 3.3(i), 7.9, 7.12, 8.1, 8.2 , 9.2(b) and 9.3(c) and Articles VI and X, Benefit Street Partners L.L.C., a Delaware limited liability company (“Parent Manager”).
