AGREEMENT AND PLAN OF MERGER by and among MCG CAPITAL CORPORATION, PENNANTPARK FLOATING RATE CAPITAL LTD., PFLT PANAMA, LLC, PFLT FUNDING II, LLC and SOLELY FOR THE PURPOSES OF SECTIONS 3.2 5.26, 5.27 AND ARTICLE IX, PENNANTPARK INVESTMENT ADVISERS,...Merger Agreement • April 29th, 2015 • PennantPark Floating Rate Capital Ltd. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 28, 2015 (this “Agreement”), by and among MCG Capital Corporation, a Delaware corporation (the “Company”), PennantPark Floating Rate Capital Ltd., a Maryland corporation (“Parent”), PFLT Panama, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Sub One”), PFLT Funding II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Sub Two” and together with Sub One, the “Merger Subs”) and solely for the purposes of Sections 3.2 5.26, 5.27 and Article IX, PennantPark Investment Advisers, LLC, a Delaware limited liability company (the “Investment Adviser”).
