0001193125-14-436390 Sample Contracts

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • December 8th, 2014 • NewStar Financial, Inc. • Finance lessors • New York

This Amendment No. 1 to the Investment Agreement (as defined below) dated as of December 4, 2014 (this “Amendment”) is made among NewStar Financial, Inc., a Delaware corporation (the “Company”), FS Investment Corporation, a Maryland corporation, FS Investment Corporation II, a Maryland corporation, and FS Investment Corporation III, a Maryland corporation (FS Investment Corporation, FS Investment Corporation II and FS Investment Corporation III, collectively, the “Investors”). The Company and the Investors are collectively referred to in this Amendment as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Investment Agreement. The rule of construction set forth in Section 5.13 of the Investment Agreement shall also apply to this Amendment.

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