0001913724-23-000006 Sample Contracts

AG TWIN BROOK CAPITAL INCOME FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of January 1, 2023

Agreement and Declaration of Trust • January 5th, 2023 • AG Twin Brook Capital Income Fund • Delaware

• Contract Type
  Agreement and Declaration of Trust
• Filed
  January 5th, 2023
• Company
  AG Twin Brook Capital Income Fund
• Jurisdiction
  Delaware

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (the “Declaration of Trust” or “Declaration”) made as of the 1st day of January, 2023, by the Board of Trustees hereunder and Delaware Trust Company, as Delaware trustee.

AGREEMENT AND PLAN OF MERGER

Merger Agreement • January 5th, 2023 • AG Twin Brook Capital Income Fund • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 5th, 2023
• Company
  AG Twin Brook Capital Income Fund
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 30th day of December 2022, by and between AGTB Private BDC (the “Target Fund”), a Delaware statutory trust with its principal place of business at 245 Park Avenue, 26th Floor, New York, New York 10167, and AG Twin Brook Capital Income Fund (the “Surviving Fund”), a Delaware statutory trust with its principal place of business at 245 Park Avenue, 26th Floor, New York, New York 10167.