FORM OF UNDERWRITING AGREEMENT] CAPITALA FINANCE CORP. 4,000,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENT September __, 2013Underwriting Agreement • September 24th, 2013 • Capitala Finance Corp. • New York
Each of Capitala Finance Corp., a Maryland corporation (the “Company”), CapitalSouth Partners Fund II Limited Partnership, a North Carolina limited partnership (“Fund II”), CapitalSouth Partners SBIC Fund III, L.P., a Delaware limited partnership (“Fund III”), Capitala Investment Advisors, LLC, a Delaware limited liability company (the “Advisor”), which has registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”), and Capitala Advisors Corp., a North Carolina corporation (the “Administrator” and, together with the Company, Fund II, Fund III and the Advisor, the “Capitala Entities”) confirms its agreement with the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, with respect to the issue and sale by the Company to the Underwriters of an aggregate 4,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (th
Form of Purchase Agreement] PURCHASE AGREEMENT By and Between CAPITALA FINANCE CORP. And CAPITALSOUTH PARTNERS FUND I LIMITED PARTNERSHIP Dated as of September 24, 2013Purchase Agreement • September 24th, 2013 • Capitala Finance Corp. • New York
This PURCHASE AGREEMENT (“Agreement”) is made as of September 24, 2013, by and among Capitala Finance Corp., a Maryland corporation (“Buyer”), CapitalSouth Fund I Limited Partnership, a North Carolina limited partnership (“Seller”), and CapitalSouth Partners, 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 AGREEMENT OF LIMITED PARTNERSHIP] AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITALSOUTH PARTNERS SBIC FUND III, L.P. Dated as of September 24, 2013Limited Partnership Agreement • September 24th, 2013 • Capitala Finance Corp. • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is dated and effective as of September 24, 2013, among CapitalSouth Partners SBIC F-III, LLC, a North Carolina limited liability company (in its capacity as a general partner of the Partnership), and the private limited partners, as amended from time to time.
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and between Capitala Finance Corp., a Maryland corporation (“Purchaser”), and CapitalSouth Corporation, a North Carolina corporation (“Seller”), in its capacity as the sole member and holder of the limited liability company interests of CSP-Florida Mezzanine Fund I, LLC (the “General Partner”), a North Carolina limited liability company and the general partner of CapitalSouth Partners Florida Sidecar Fund I, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • 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”), CapitalSouth Partners Fund III, L.P., a Delaware limited partnership (“Seller”), CapitalSouth Partners SBIC Fund III, L.P., a Delaware limited partnership (the “Partnership”), and CapitalSouth Partners SBIC F-III, 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).
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • North Carolina
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), Atlas Powers Investments, LLC (“Atlas”), Markham Hunt Broyhill (“Broyhill”), and John F. McGlinn (“McGlinn” and, together with Atlas and Broyhill, the “Sellers”), in their capacity as holders of all of the limited liability company interests of CapitalSouth Partners SBIC F-III, LLC (the “General Partner”), a North Carolina limited liability company and the general partner of CapitalSouth Partners SBIC Fund III, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
FORM OF PURCHASE AND SALE AGREEMENT]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • North Carolina
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), CapitalSouth Partners F-II, LLC, a North Carolina limited liability company (the “General Partner”), Atlas Powers Investments, LLC (“Atlas”), Markham Hunt Broyhill (“Broyhill”), John F. McGlinn (“McGlinn”), Capitala Transaction Corp. (“CTC”), Joseph B. Alala, III (“Alala”), and Chris Norton (“Norton” and, together with Atlas, Broyhill, McGlinn, CTC and Alala, the “Sellers”), in their capacity as holders of all of the voting and non-voting limited liability company interests of the General Partner. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Operating Agreement (as defined herein).
