FORM OF FOLLOW-ON DEALER MANAGER AGREEMENT (THIS “FOLLOW-ON DEALER MANAGER AGREEMENT”)On Dealer Manager Agreement • May 10th, 2013 • FS Investment Corp II
WHEREAS, FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), serves as dealer manager to FS Investment Corporation II, a Maryland corporation (the “Company”), in its initial public offering (the “Initial Offering”) of up to 200,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), 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. 333-175654) (the “Existing Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2011, as supplemented and amended from time to time, and a Dealer Manager Agreement, dated February 8, 2012 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and FSIC II Advisor, LLC, a Delaware limited liability company and investment adviser to the Company (the “Advisor”);
