FORM OF PURCHASE AGREEMENT] By and Between CAPITALA FINANCE CORP. And CAPITALSOUTH PARTNERS FUND III, L.P. Dated as of September 24, 2013Purchase Agreement • September 24th, 2013 • CapitalSouth Partners SBIC Fund III, L.P. • New York
This PURCHASE AGREEMENT (“Agreement”) is made as of September 24, 2013, by and among Capitala Finance Corp., a Maryland corporation (“Buyer”), CapitalSouth Partners Fund III, L.P., a Delaware limited partnership (“Seller”), and CapitalSouth Partners F-III, LLC, a North Carolina limited liability company, as the general partner of Seller (the “General Partner”). Each of Buyer, Seller and the General Partner may be referred to individually as a “Party” and, collectively, as the “Parties.”
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT] AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT CapitalSouth Partners Fund II Limited Partnership (A North Carolina Limited Partnership) September 24, 2013Limited Partnership Agreement • September 24th, 2013 • CapitalSouth Partners SBIC Fund III, L.P. • North Carolina
This Amended and Restated Limited Partnership Agreement (this “Agreement”) of CapitalSouth Partners Fund II Limited Partnership, a North Carolina limited partnership, is made and entered into as of the 24th day of September, 2013, by and among CapitalSouth Partners F-II, LLC, a North Carolina limited liability company (the “General Partner”), and those individuals, companies, firms, corporations and other entities listed on Schedule I (or any substitute thereto as described herein) who execute a counterpart of this Agreement as Limited Partners.
FORM OF AGREEMENT AND PLAN OF MERGER]Merger Agreement • September 24th, 2013 • CapitalSouth Partners SBIC Fund III, L.P. • North Carolina
This Agreement and Plan of Merger (the “Agreement”), dated as of September 24, 2013, is by and between Capitala Finance Corp., a Maryland corporation (the “Corporation”), CS F-II Acquisition Sub, LLC, a North Carolina limited liability company (the “Merger Sub”), CapitalSouth Partners Fund II Limited Partnership, a North Carolina limited partnership (the “Fund”), CapitalSouth Partners F-II, LLC, a North Carolina limited liability company and the general partner of the Fund (the “Fund GP”), and solely for purposes of Section 1.3(f) below, Capitala Investment Advisors, LLC, a Delaware limited liability company and the investment adviser to the Corporation (the “Adviser”).
Form of Purchase and Sale Agreement] PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 24th, 2013 • CapitalSouth Partners SBIC Fund III, L.P. • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013 and effective as of the Effective Date (as defined herein), is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), Florida Growth Fund LLC, a Delaware limited liability company and the sole limited partner of the Partnership (“Seller”), CapitalSouth Partners Florida Sidecar Fund I, L.P., a Delaware limited partnership (the “Partnership”), and CSP-Florida Mezzanine Fund I, LLC, a North Carolina limited liability company and the general partner of the Partnership (the “General Partner”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
