AGREEMENT AND PLAN OF MERGER by and among Crescent Capital BDC, Inc., ATLANTIS ACQUISITION SUB, INC., ALCENTRA CAPITAL CORPORATION and CBDC Advisors, LLC Dated as of August 12, 2019Agreement and Plan of Merger • August 13th, 2019 • Alcentra Capital Corp • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 12, 2019 (this “Agreement”), is made by and among Crescent Capital BDC, Inc., a Delaware corporation, to be converted to a Maryland corporation (“Parent”), Atlantis Acquisition Sub, Inc., a Maryland corporation and a direct wholly-owned Subsidiary of Parent (“Acquisition Sub”), Alcentra Capital Corporation, a Maryland corporation (the “Company”), and CBDC Advisors, LLC, a Delaware limited liability company (the “Parent External Adviser”). The Parent External Adviser is a party to this Agreement solely for purposes of Article II (with respect to the Parent External Adviser), Article V, Section 6.5, Section 6.23, Section 8.4, Section 8.5 and Article IX. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
VOTING AGREEMENTVoting Agreement • August 13th, 2019 • Alcentra Capital Corp • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of August ___, 2019, by and among Alcentra Capital Corporation, a Maryland corporation (the “Company”), and ___________ (“Stockholder”).
