AGREEMENT AND PLAN OF MERGER among CALLODINE MIDCO, INC. CALLODINE MERGER SUB, LLC CALLODINE MERGER SUB, INC. MANNING & NAPIER, INC. and MANNING & NAPIER GROUP, LLC Dated as of March 31, 2022Merger Agreement • April 1st, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 31, 2022, among Callodine Midco, Inc., a Delaware corporation (“Parent”), Callodine Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent, (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Corp Merger Sub (“LLC Merger Sub” and together with Corp Merger Sub, the “Merger Subs”), Manning & Napier, Inc., a Delaware corporation (the “Company”) and Manning & Napier Group, LLC a Delaware limited liability company (“Group LLC”).
