0001193125-08-136677 Sample Contracts

FS INVESTMENT CORPORATION Up to $1,500,000,000 in Shares of Common Stock, $0.001 par value per share FORM OF DEALER MANAGER AGREEMENT

Dealer Manager Agreement • June 19th, 2008 • FS Investment CORP • Delaware

• Contract Type
  Dealer Manager Agreement
• Filed
  June 19th, 2008
• Company
  FS Investment CORP
• Jurisdiction
  Delaware

INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FB FRANKLIN ADVISOR, LLC AND GSO DEBT FUNDS MANAGEMENT, LLC

Investment Sub-Advisory Agreement • June 19th, 2008 • FS Investment CORP • New York

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  June 19th, 2008
• Company
  FS Investment CORP
• Jurisdiction
  New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 3rd day of April 2008, by and between FB FRANKLIN ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and GSO DEBT FUNDS MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”).

FORM OF ESCROW AGREEMENT

Escrow Agreement • June 19th, 2008 • FS Investment CORP • Missouri

• Contract Type
  Escrow Agreement
• Filed
  June 19th, 2008
• Company
  FS Investment CORP
• Jurisdiction
  Missouri

THIS Escrow Agreement (this “Agreement”) made and entered into as of this day of , 2008 by and among FS Investment Corporation, a Maryland Corporation (“Company”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).