FIFTH STREET FINANCE CORP. Common Stock ($0.01 par value per share) AT-THE- MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • December 8th, 2010 • Fifth Street Finance Corp • New York
Fifth Street Finance Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), up to 5,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
