TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • October 27th, 2023 • Rithm Capital Corp. • Real estate investment trusts • Delaware
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023, by and among Rithm Capital Corp., a Delaware corporation (“Parent”), each of the persons listed under the heading “Stockholders” on the signature pages hereto (other than Parent, each, a “Stockholder” and collectively, the “Stockholders”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), and/or a unitholder of the Operating Partnerships (as defined below), and, solely for purposes of Article 6 hereto, each of the persons listed under the heading “Directors” on the signature pages hereto (each, a “Director”), each a director of the Company.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2023 • Rithm Capital Corp. • Real estate investment trusts
This Amendment No. 2, dated as of October 26, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended by that certain Amendment No. 1, dated as of October 12, 2023, the “Merger Agreement”), 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 partnersh
