0000950123-09-023005 Sample Contracts

Underwriting Agreement
Underwriting Agreement • July 17th, 2009 • Fifth Street Finance Corp • New York

Fifth Street Finance Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 8,250,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,237,500 additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).

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