0001193125-13-444538 Sample Contracts

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION III AND FSIC III ADVISOR, LLC
Administrative Services Agreement • November 18th, 2013 • FS Investment Corp III • New York

Pre-Incentive Fee Net Investment Income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the Subordinated Incentive Fee on Income is 0.20%.

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FS INVESTMENT CORPORATION III Up to 400,000,000 Shares of Common Stock, $0.001 par value per share DEALER MANAGER AGREEMENT
Selected Dealer Agreement • November 18th, 2013 • FS Investment Corp III • Delaware
ESCROW AGREEMENT
Escrow Agreement • November 18th, 2013 • FS Investment Corp III • Missouri

This Escrow Agreement (this “Agreement”) made and entered into as of this [—] day of [—], 2013 by and among FS Investment Corporation III, a Maryland corporation (the “Corporation”), 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”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • November 18th, 2013 • FS Investment Corp III • Delaware

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [•] day of [•], 2013, by and between FS INVESTMENT CORPORATION III, a Maryland corporation (the “Company”), and FRANKLIN SQUARE HOLDINGS, L.P., a Pennsylvania limited partnership (“FSH”).

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