CION INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) FORM OF FOLLOW-ON SELECTED DEALER AGREEMENTFollow-on Selected Dealer Agreement • April 28th, 2015 • CION Investment Corp • New York
CION Securities, LLC, d/b/a ICON Investments (the “Dealer Manager”), entered into an exclusive Follow-On Dealer Manager Agreement, dated as of __________ __, 2015 (the “Dealer Manager Agreement”), with CION Investment Corporation, a Maryland corporation, that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Company”), and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”), pursuant to which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the follow-on public offering (the “Offering”) of up to 100,000,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Offered Shares”), on a continuous basis, for an initial purchase price of $10.45 per share (subject to adjustment and, in certain circumstances, to discounts based upon the volume of shares purchased and other exceptions), with a minimum initial investment
FORM OF FOLLOW-ON SELECTED DEALER AGREEMENT (THIS “2014 FOLLOW-ON SELECTED DEALER AGREEMENT”)Follow-on Selected Dealer Agreement • October 31st, 2014 • FS Energy & Power Fund
WHEREAS, FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), serves as dealer manager to FS Energy and Power Fund, a Delaware Statutory Trust (the “Company”), in its initial public offering (the “Initial Offering”) of up to $1,500,000,000 in shares of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), to be sold and distributed on a best-efforts basis by the Dealer Manager pursuant to a registration statement on Form N-2 (File No. 333-169679) (the “Initial Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2010, as supplemented and amended from time to time, and a Dealer Manager Agreement, dated April 28, 2011 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and FS Investment Advisor, LLC, a Delaware limited liability company and investment adviser to the Company (the “Advisor”);
