AGREEMENT AND PLAN OF MERGER by and among Crescent Capital BDC, Inc., Echelon Acquisition Sub, Inc., Echelon Acquisition Sub LLC, First Eagle Alternative Capital BDC, Inc. and Crescent Cap Advisors, LLC Dated as of October 3, 2022Merger Agreement • October 4th, 2022 • Crescent Capital BDC, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2022 (this “Agreement”), is made by and among Crescent Capital BDC, Inc., a Maryland corporation (“Parent”), Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Parent (“Acquisition Sub 2”), First Eagle Alternative Capital BDC, Inc., a Delaware corporation (the “Company”), and Crescent Cap Advisors, LLC, a Delaware limited liability company (the “Parent External Adviser”). The Parent External Adviser is party to this Agreement solely for purposes of Article II (with respect to the Parent External Adviser Aggregate Cash Consideration), Article V, 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.
FORM OF VOTING AGREEMENTVoting Agreement • October 4th, 2022 • Crescent Capital BDC, Inc. • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of [ ], 2022, by and among Crescent Capital BDC, Inc. a Maryland corporation (“Parent”), and [ ] (“Stockholder”).
