0001193125-08-196964 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
Selected Dealer Agreement • September 17th, 2008 • FS Investment CORP • Delaware
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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • September 17th, 2008 • FS Investment CORP • 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”), 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”) and FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”) for itself and for and on behalf of its selected dealers (the “Selected Dealers”).

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