VOTING AGREEMENTVoting Agreement • July 24th, 2023 • Rithm Capital Corp. • Real estate investment trusts • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Peter Wallach and Peter Wallach April 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), and/or a unitholder of the Operating Partnerships (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 24th, 2023 • Rithm Capital Corp. • Real estate investment trusts • 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
