Exhibit 1.1

Execution Version

Asset Purchase Agreement

by and among

Fifth Street Management LLC ,

Oaktree Capital Management, L.P. ,

Fifth Street Asset Management Inc.
(solely for the purposes set forth herein)

and

Fifth Street Holdings L.P.
(solely for the purposes set forth herein)

Dated as of July 13, 2017

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of July 13, 2017 (as may be amended from time to time, this “ Agreement ”), is made and entered into by and among Fifth Street Management LLC, a Delaware limited liability company (“ Seller ”), Oaktree Capital Management, L.P., a Delaware limited partnership (“ Buyer ”), Fifth Street Asset Management Inc., a Delaware corporation (“ FSAM ”) (solely for purposes of Article III , Section 6.1(g) , Section 6.2 , Section 6.7(d) , Section 6.8 and Section 6.9 , Section 6.10 , Section 6.18 and Article I , Article IX and Article X to the extent relating to any of the foregoing) and Fifth Street Holdings L.P., a Delaware limited partnership (“ FSH ”) (solely for purposes of Section 2.6 , Article III , Section 6.2 , Section 6.8 , Section 6.9 , Section 6.10 , Section 6.11 , Section 6.18 and Section 6.21 , and Article VIII , and Article I , Article IX and Article X to the extent relating to any of the foregoing).

WITNESSETH :

WHEREAS, Seller, a wholly owned Subsidiary of FSH, serves as investment adviser to each of Fifth Street Finance Corp., a Delaware corporation (“ FSC ”) and Fifth Street Senior Floating Rate Corp., a Delaware corporation (“ FSFR ,” and together with FSC, the “ BDCs ”), pursuant to the terms, and subject to the conditions, of the Existing Investment Advisory Agreements;

WHEREAS, the parties desire that Buyer be appointed as investment adviser to each BDC and perform certain Investment Management Services for such BDCs from and after the Closing pursuant to the terms, and subject to the conditions, of the New Investment Advisory Agreements;

WHEREAS, in connection with the foregoing, Buyer desires to purchase from Seller, and Seller desires to sell and transfer to Buyer, on the terms and subject to the conditions hereof, the Transferred Assets, and Buyer desires to become responsible for the Buyer Post-Closing Liabilities;

WHEREAS, each of FSH, Principal (as defined below), Leonard M. Tannenbaum Foundation (the “ Tannenbaum Foundation ”), Tannenbaum Family 2012 Trust (the “ Tannenbaum Trust ”), 777 West Putnam Avenue LLC and Buyer have entered into that certain Voting Agreement, dated as of the date hereof (the “ FSC Voting Agreement ”), with respect to the stockholdings of each of FSH, Principal, the Tannenbaum Foundation, the Tannenbaum Trust and 777 West Putnam Avenue LLC in FSC; and

WHEREAS, each of FSH, Principal, the Tannenbaum Foundation, the Tannenbaum Trust and Buyer have entered into that certain Voting Agreement, dated as of the date hereof (the “ FSFR Voting Agreement ,” and together with the FSC Voting Agreement, the “ Voting Agreements ”), with respect to the stockholdings of each of FSH, Principal, the Tannenbaum Foundation and the Tannenbaum Trust in FSFR.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

Section 1.1            Definitions . As used herein, the following terms shall have the following meanings:

“ Action ” means any action, claim, demand, suit, litigation, arbitration, proceeding, hearing, examination, audit or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, in law or in equity, by or before any Governmental Entity or arbitral body.

“ Administrative Services Agreements ” means (a) the Administrative and Loan Services Agreement, dated as of May 2, 2014, between Senior Loan Fund JV I, LLC and FSC CT and (b) the Administrative and Loan Services Agreement, dated as of October 20, 2014, between FSFR Glick JV LLC and FSC CT.

“ Adverse Recommendation Change ” has the meaning ascribed to such term in Section 6.2(c) .

“ Advisers Act ” means the Investment Advisers Act of 1940.

“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person; provided , however , that no Person shall be deemed (a) an Affiliate of Seller or its Affiliates by reason of the fact that such Person is a Client or is owned, in whole or in part, by a Client or (b) an Affiliate of Buyer or its Affiliates by reason of the fact that such Person is a Buyer Fund or Buyer Portfolio Company.

“ Agent ” has the meaning ascribed to such term in Section 6.10(d) .

“ Aggregate Buyer Cap ” has the meaning ascribed to such term in Section 8.1(c) .

“ Agreement ” has the meaning ascribed to such term in the preamble.

“ Allocation Statement ” has the meaning ascribed to such term in Section 2.5 .

“ Alternative Arrangement ” has the meaning ascribed to such term in Section 6.10(e) .

“ Ancillary Agreements ” means the (a) FSC Administration Agreement, (b) FSC Investment Advisory Agreement, (c) FSFR Administration Agreement, (d) FSFR Investment Advisory Agreement, (e) Bill of Sale, (f) Escrow Agreement, (g) FSC Pledge Agreement, (h) FSC Control Agreement, (i) FSFR Pledge Agreement and (j) FSFR Control Agreement.

“ Applicable Rate ” means the average of the daily “prime rate” (expressed as a rate per annum) published in The Wall Street Journal for each of the days in the applicable period plus 2%.

“ Base Date NAV ” means, with respect to FSC, $1,019,626,000 and, with respect to FSFR $319,157,787.

“ BDC Adverse Recommendation Change ” means, with respect to the applicable proposal contemplated by Section 6.3(a)(ii) , the board of directors of any BDC or any committee thereof (a) withdraws, modifies or qualifies (or publicly proposes to withdraw, modify or qualify) in any manner adverse to Buyer its recommendation to such BDC’s stockholders to vote in favor of such proposal, (b) makes any other public statement in connection with the meeting of its stockholders contrary to such recommendation, (c) the board of directors of such BDC fails to recommend the election of directors required to satisfy the BDC Governance Conditions or (d) upon Buyer’s written request fails to affirm publicly such recommendation, provided that any such failure in this clause (d) shall not be a BDC Adverse Recommendation Change if Buyer has made more than one (1) such request in any ten (10) Business Day period.

“ BDC Boards ” means the board of directors of each of FSC and FSFR.

“ BDC Collateral Account ” means the FSC Collateral Account and the FSFR Collateral Account, as applicable.

“ BDC Escrow Account ” has the meaning ascribed to such term in Section 2.6(b)(ii) .

“ BDC Escrow Amount ” has the meaning ascribed to such term in Section 2.6(b)(ii) .

“ BDC Escrow Fund ” has the meaning ascribed to such term in Section 8.7(b) .

“ BDC Existing Investigation Defense Costs ” means the FSC Existing Investigation Defense Costs and the FSFR Existing Investigation Defense Costs.

“ BDC Governance Conditions ” has the meaning ascribed to such term in Section 6.4 .

“ BDC Indemnifiable Losses ” has the meaning ascribed to such term in Section 6.18 .

“ BDC Indemnified Parties ” means the FSC Indemnified Parties and the FSFR Indemnified Parties.

“ BDC Net Losses ” has the meaning ascribed to such term in Section 8.1(a)(vii) .

“ BDC Portfolio Investment ” means the loans, securities or other instruments in which a BDC or its Subsidiary has invested, either directly or through intermediate funds, vehicles or accounts formed to effectuate such investment, or the loans, securities or other instruments distributed as a dividend thereon, in a reclassification with respect thereto or in an exchange therefor.

“ BDC Proxy Costs ” has the meaning ascribed to such term in Section 6.8 .

“ BDC Proxy Solicitation Materials ” has the meaning ascribed to such term in Section 6.3(b) .

“ BDCs ” has the meaning ascribed to such term in the recitals.

“ Bill of Sale ” means that certain Bill of Sale, to be dated as of the Closing Date, by and between Seller and Buyer, substantially in the form set forth in Exhibit A .

“ Business ” means the investment advisory business conducted by Seller pursuant to the Existing Investment Advisory Agreements.

“ Business Day ” means any day other than Saturday, Sunday or a day on which financial institutions in New York, New York, are authorized or required by Law to be closed.

“ Business Records ” means originals or copies of books, records, files, data and information in the possession or control of Seller and its Affiliates, in each case, to the extent relating to the current operation of the Business (whether in hard copy or computer format), including such books, records, files, data and information relating to (x) current portfolio companies of the BDCs and (y) any former portfolio company of the BDCs disposed by a BDC on or after January 1, 2013; provided , however , that “Business Records” shall not include any Excluded Records.

“ Buyer ” has the meaning ascribed to such term in the preamble.

“ Buyer BDC Administrator ” means Oaktree Fund Administration, LLC, a Delaware limited liability company.

“ Buyer Escrow Account ” has the meaning ascribed to such term in Section 2.6(b)(ii) .

“ Buyer Escrow Amount ” has the meaning ascribed to such term in Section 2.6(b)(ii) .

“ Buyer Escrow Fund ” has the meaning ascribed to such term in Section 8.7(b) .

“ Buyer Fund ” means any Fund or other financial product or structure through which Buyer or any of its Affiliates provides Investment Management Services to any investor’s capital (whether directly or indirectly); provided that, for the avoidance of doubt, the BDCs shall be deemed, following the Closing, to be Buyer Funds.

“ Buyer General Losses ” has the meaning ascribed to such term in Section 8.1(a) .

“ Buyer Indemnified Party ” has the meaning ascribed to such term in Section 8.1(a) .

“ Buyer Losses ” has the meaning ascribed to such term in Section 8.1(a)(vi) .

“ Buyer Loss Sublimit ” has the meaning ascribed to such term in Section 8.1(c) .

“ Buyer Portfolio Company ” means the borrower or issuer of the loans, securities or other instruments in which a Buyer Fund has invested, either directly or through intermediate funds, vehicles or accounts formed to effectuate such investment, or the loans, securities or instruments distributed as a dividend thereon, in a reclassification with respect thereto or in an exchange therefor.

“ Buyer Post-Closing Liabilities ” means all Liabilities of Buyer and its Affiliates relating to (a) the investment advisory business conducted by Buyer pursuant to the New Investment Advisory Agreements from and after the Closing, (b) the New Investment Advisory Agreements, (c) the New Administration Agreements or (d) the use by Buyer or any of its Affiliates of the Transferred Assets from and after the Closing.

“ Buyer Specified Indemnifiable Event ” has the meaning ascribed to such term in Section 8.1(a)(viii) .

“ Buyer Specified Losses ” has the meaning ascribed to such term in Section 8.1(a)(i) .

“ Change in Circumstance ” means any material event or development or material change in circumstances with respect to FSAM or the Business that was not known to, and was not reasonably foreseeable by (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by), FSAM’s board of directors or any of FSAM’s directors or officers as of or prior to the date hereof that becomes known prior to the receipt of the FSAM Stockholder Approval, provided that such event, development or change does not relate to a Competing Transaction or Superior Proposal or any fluctuation in the market price or trading volume of the Class A common stock of FSAM.

“ Citi Loan Agreement ” means the Loan and Security Agreement, dated as of January 15, 2015, among FSFR, FS Senior Funding II LLC, Citibank, N.A., as administrative agent, Wells Fargo Bank, National Association, as collateral agent, and the lenders from time to time party thereto, as amended by First Amendment to Loan and Security Agreement, dated as of October 9, 2015, Second Amendment to Loan and Security Agreement, dated as of November 2, 2015, Third Amendment to Loan and Security Agreement, dated as of December 13, 2016, and Fourth Amendment to Loan and Security Agreement, dated as of March 23, 2017 (as further amended, restated, supplemented or otherwise modified from time to time).

“ Claim Notice ” has the meaning ascribed to such term in Section 8.3(a) .

“ Client ” means any Person to which Seller provides Investment Management Services.

“ Closing ” has the meaning ascribed to such term in Section 2.6(a) .

“ Closing Date ” has the meaning ascribed to such term in Section 2.6(a) .

“ Code ” means the Internal Revenue Code of 1986.

“ Competing Transaction ” means any proposal or offer made by any Person (other than Buyer or any Affiliate of Buyer) to (a) purchase or otherwise acquire, in one transaction or a series of transactions, (i) more than fifty percent (50%) of (A) the assets of FSAM or Seller, (B) the equity of Seller or (C) the issued and outstanding shares of Class A common stock of FSAM or (ii) shares of FSAM Common Stock representing more than fifty percent (50%) of the voting power of all issued and outstanding FSAM Common Stock or (b) effectuate an assignment or novation of, or similar transaction involving, the Existing Investment Advisory Agreements.

“ Competing Transaction Documentation ” means any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting, or that would be reasonably expected to lead to, a Competing Transaction (other than a confidentiality agreement pursuant to Section 6.9 ).

“ Consent ” means any consent, approval, authorization, waiver, grant, agreement or exemption of any Person that is required in connection with the execution and delivery by Seller, FSAM, FSH or Buyer (as applicable) of this Agreement or any Ancillary Agreement to which it is a party or the consummation by Seller, FSAM, FSH or Buyer (as applicable) of the transactions contemplated by this Agreement or the Ancillary Agreements.

“ Contract ” means, whether written or oral, any agreement or other binding commitment, arrangement or understanding.

“ control ” (including the terms “ controlled by ” and “ under common control with ”) means, with respect to the relationship between or among two or more Persons, the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise.

“ Control Agreements ” means the FSC Control Agreement and FSFR Control Agreement.

“ Debt Documents ” has the meaning ascribed to such term in Section 6.15(b)(iii) .

“ Delaware Courts ” has the meaning ascribed to such term in Section 10.10(c) .

“ Determination Notice ” has the meaning ascribed to such term in Section 6.2(e)(i) .

“ Disclosure Schedules ” means the disclosure schedules, dated as of the date hereof, as delivered by Seller to Buyer in connection with, and constituting a part of, this Agreement.

“ Encumbrance ” means any pledge, lien, security interest, mortgage, charge, claim or other encumbrance.

“ End Date ” has the meaning ascribed to such term in Section 9.1(a)(v) .

“ Enforceability Exceptions ” has the meaning ascribed to such term in Section 3.2(a) .

“ Escrow Account ” means the Buyer Escrow Account and the BDC Escrow Account.

“ Escrow Agent ” means Wells Fargo Bank, National Association.

“ Escrow Agreement ” means that certain Escrow Agreement, by and among Seller, Buyer and the Escrow Agent, substantially in the form set forth in Exhibit B .

“ Escrow Amount ” has the meaning ascribed to such term in Section 2.6(b)(ii) .

“ Escrow Fund ” has the meaning ascribed to such term in Section 8.7(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Liabilities ” means all Liabilities of Seller and its Affiliates relating to (a) the conduct of the Business prior to the Closing, (b) the Existing Investment Advisory Agreements, (c) the Existing Administration Agreements or (d) the use by Seller or any of its Affiliates of the Transferred Assets prior to the Closing.

“ Excluded Records ” means all (a) files, records, data and information with respect to the employees of Seller or its Affiliates, (b) records, data and information with respect to any employee benefit plan established, maintained or contributed to by Seller or its Affiliates, (c) software licenses and operating keys for any proprietary software and source codes, (d) Tax Returns and Tax records of Seller and its Affiliates, (e) materials prepared for the board of directors of Seller or its Affiliates, (f) materials that are privileged for which Seller or an Affiliate of Seller does not have a common interest with Buyer, (g) all filings made with any Governmental Entity by Seller or its Affiliates relating to the Existing Investment Advisory Agreements, (h) all files, records, data and information with respect to the strategic review process undertaken by FSAM or its Affiliates as regards the sale of all or any part of their business, (i) any former portfolio company of the BDCs disposed by a BDC prior to January 1, 2013 and (j) all emails sent or received by any employee of FSAM or any of its controlled Affiliates except, in the case of any such employee that is terminated by FSAM or one of its controlled Affiliates and hired by Buyer or one of its Affiliates contemporaneously with, or within a reasonable time after, the Closing, any emails sent or received by such employee, in each case, to the extent relating to the provision of investment advisory, administrative or other services to a BDC and, for the avoidance of doubt, subject to the exception set forth in clause (f) of this definition.

“ Existing Administration Agreements ” means (a) that certain administration agreement by and between FSC CT and FSC, dated as of January 1, 2015, and (b) that certain administration agreement by and between FSC CT and FSFR, dated as of January 1, 2015.

“ Existing Governmental Matters ” means (a) the investigation by a Governmental Entity described in Section 1.1(a) of the Disclosure Schedules , and (b) any enforcement or related action brought by a Governmental Entity to the extent arising from the examination or investigation by a Governmental Entity described in Section 1.1(b) of the Disclosure Schedules .

“ Existing Investment Advisory Agreements ” means (a) that certain fourth amended and restated investment advisory agreement by and between Seller and FSC, dated as of March 20, 2017, and (b) that certain investment advisory agreement by and between Seller and FSFR, dated as of June 27, 2013.

“ Expense Reimbursement ” has the meaning ascribed to such term in Section 9.3(b) .

“ Filed SEC Documents ” has the meaning ascribed to such term in the introductory paragraph of Article III .

“ FIRPTA Certificate ” means an affidavit issued by the owner of Seller’s assets for U.S. federal Tax purposes stating that such owner is not a foreign person, dated as of the Closing Date and in form and substance as required under Treasury Regulation §1.1445-2(b)(2).

“ First Replacement Director ” has the meaning ascribed to such term in Section 6.4(c) .

“ FSAM ” has the meaning ascribed to such term in the preamble.

“ FSAM Common Stock ” means each share of the Class A and Class B common stock of FSAM, in each case, par value $0.01 per share.

“ FSAM Confidentiality Agreement ” has the meaning ascribed to such term in Section 6.7(a) .

“ FSAM Proxy Statement ” has the meaning ascribed to such term in Section 6.2(a) .

“ FSAM Recommendation ” means a recommendation by FSAM’s board of directors that the stockholders of FSAM approve this Agreement and the transactions contemplated hereby.

“ FSAM Stockholder Approval ” has the meaning ascribed to such term in Section 3.3 .

“ FSAM Stockholders Meeting ” means the meeting of the stockholders of FSAM to be held for the purpose of voting on the matters requiring FSAM Stockholder Approval in respect of the transactions contemplated hereby.

“ FSC ” has the meaning ascribed to such term in the recitals.

“ FSC Administration Agreement ” means that certain Administration Agreement, to be dated as of the Closing Date, by and between FSC and Buyer BDC Administrator, substantially in the form set forth in Exhibit C .

“ FSC Collateral Account ” has the meaning ascribed to such term in Section 7.2(m) .

“ FSC Collateral Shares ” has the meaning ascribed to such term in Section 8.1(d) .

“ FSC Control Agreement ” means the Control Agreement (as defined in the FSC Pledge Agreement).

“ FSC Covered Premium Amount ” has the meaning ascribed to such term in Section 6.1(g) .

“ FSC CT ” means FSC CT LLC, a Connecticut limited liability company (f/k/a FSC CT, Inc.).

“ FSC Existing Investigation Defense Costs ” has the meaning ascribed to such term in Section 8.1(a) .

“ FSC Indemnified Parties ” means FSC and its Subsidiaries.

“ FSC Investment Advisory Agreement ” means that certain Investment Advisory Agreement, to be dated as of the Closing Date, by and between FSC and Buyer, substantially in the form set forth in Exhibit D .

“ FSC Loss ” has the meaning ascribed to such term in Section 8.1(a)(ii) .

“ FSC Pledge Agreement ” means that certain Pledge and Security Agreement, to be dated as of the Closing Date, by and between FSC and FSH, substantially in the form set forth in Exhibit G .

“ FSC Qualifying NAV Reduction ” has the meaning ascribed to such term in Section 8.1(a)(iii) .

“ FSC Sumitomo Loan Agreement ” means that certain Loan and Servicing Agreement, dated as of September 16, 2011, by and among Fifth Street Funding II, LLC, Fifth Street Finance Corp., Sumitomo Mitsui Banking Corporation, as administrative agent and collateral agent, and the lenders from time to time party thereto, as amended by Amendment No. 1 and Waiver to the Loan and Servicing Agreement, dated as of March 16, 2012, Amendment No. 2 to the Loan and Servicing Agreement, dated as of October 30, 2013, and Amendment No. 3 to the Loan and Servicing Agreement and Amendment No. 1 to Purchase and Sale Agreement, Custody Agreement and Securities Account Control Agreement, dated as of August 17, 2015.

“ FSC Threshold Amount ” has the meaning ascribed to such term in Section 8.1(b)(i) .

“ FSC Voting Agreement ” has the meaning ascribed to such term in the recitals.

“ FSFR ” has the meaning ascribed to such term in the recitals.

“ FSFR Administration Agreement ” means that certain Administration Agreement, to be dated as of the Closing Date, by and between FSFR and Buyer BDC Administrator, substantially in the form set forth in Exhibit E .

“ FSFR Collateral Account ” has the meaning ascribed to such term in Section 7.2(m) .

“ FSFR Collateral Shares ” has the meaning ascribed to such term in Section 8.1(e) .

“ FSFR Control Agreement ” means the Control Agreement (as defined in the FSFR Pledge Agreement).

“ FSFR Covered Premium Amount ” has the meaning ascribed to such term in Section 6.1(g) .

“ FSFR Existing Investigation Defense Costs ” has the meaning ascribed to such term in Section 8.1(a) .

“ FSFR Indemnified Parties ” means FSFR and its Subsidiaries.

“ FSFR Investment Advisory Agreement ” means that certain Investment Advisory Agreement, to be dated as of the Closing Date, by and between FSFR and Buyer, substantially in the form set forth in Exhibit F .

“ FSFR Loss ” has the meaning ascribed to such term in Section 8.1(a)(iv) .

“ FSFR Pledge Agreement ” means that certain Pledge and Security Agreement, to be dated as of the Closing Date, by and between FSFR and FSH, substantially in the form set forth in Exhibit H .

“ FSFR Qualifying NAV Reduction ” has the meaning ascribed to such term in Section 8.1(a)(v) .

“ FSFR Threshold Amount ” has the meaning ascribed to such term in Section 8.1(b)(ii) .

“ FSFR Voting Agreement ” has the meaning ascribed to such term in the recitals.

“ FSH ” has the meaning ascribed to such term in the preamble.

“ Fund ” means any investment fund, vehicle or account, including a general or limited partnership, a limited liability company, a trust, a corporation or a commingled fund, in each case, organized in any jurisdiction.

“ GAAP ” means United States generally accepted accounting principles.

“ General Losses ” means all losses, direct, consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than punitive damages), claims, costs, expenses (including actual attorneys’ fees), interest, awards, judgments and penalties; provided that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall include a Person’s ability to recover any punitive damages to the extent awarded to a third party in connection with a Third Party Claim; provided , further , that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall not include (a) reputational damages or (b) any consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than any such damages, lost profits or similar items actually paid to the extent awarded to a third party in connection with a Third Party Claim) to the extent they arise out of (i) any Action that has been settled among the parties thereto prior to the date hereof, (ii) the signing of this Agreement or the Closing (other than a breach of this Agreement) or (iii) the Existing Governmental Matters.

“ General Survival Date ” has the meaning ascribed to such term in Section 10.1 .

“ Glick JV LLC Agreement ” means the Limited Liability Company Agreement, dated as of October 20, 2014, between FSFR and GF Equity Funding 2014 LLC, as amended by Amendment No. 1 thereto, dated as of June 29, 2015, and Amendment No. 2 thereto, dated as of August 20, 2015 (as further amended, supplemented, restated or otherwise modified from time to time).

“ Glick JV Loan Agreement ” means the Loan and Servicing Agreement, dated as of April 17, 2015, among FSFR Glick JV Funding LLC, FSFR Glick JV LLC, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian, each of the lenders from time to time party thereto and each of the lender agents from time to time party thereto, as amended by First Amendment to Loan and Servicing Agreement, dated as of March 31, 2016 (as further amended, supplemented, restated or otherwise modified from time to time).

“ Governmental Entity ” means any federal, national, state, provincial, local or other government, governmental, regulatory or administrative authority, agency, commission or self-regulatory organization, including any court, tribunal or other judicial body, in each case domestic or foreign.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Incremental BDC Proxy Costs ” has the meaning ascribed to such term in Section 6.8 .

“ Indebtedness ” means (a) all obligations of the BDCs and their respective Subsidiaries for borrowed money, (b) all obligations of the BDCs and their respective Subsidiaries evidenced by notes, bonds, debentures or similar instruments, (c) all obligations of the BDCs and their respective Subsidiaries (calculated as the maximum amount payable under or pursuant to such obligation) for the deferred purchase price of property or services (other than obligations for inventory, services and supplies incurred in the ordinary course of business), (d) all obligations of the BDCs and their respective Subsidiaries under interest rate, currency or commodity derivatives or hedging transactions (valued at the termination value thereof assuming termination on the Closing Date), (e) all obligations of the BDCs and their respective Subsidiaries under leases that are required to be capitalized under GAAP, (f) all guarantees issued by any BDC or its Subsidiary of any Indebtedness of any Person other than any BDC and (g) all accrued and unpaid interest, penalties, fees and other charges related to any of the foregoing. For the avoidance of doubt, (i) Indebtedness shall exclude obligations solely between or among the BDCs and (ii) Indebtedness shall not include undrawn letters of credit or performance bonds (but will include all obligations under letters of credit or performance bonds that are drawn or will be drawn as a result of the consummation of Closing).

“ Indemnifiable Losses ” means Buyer Losses, Seller Losses and BDC Net Losses.

“ Indemnified Parties ” has the meaning ascribed to such term in Section 8.2 .

“ Indemnified Proxy Costs ” has the meaning ascribed to such term in Section 6.8 .

“ Indemnifying Party ” has the meaning ascribed to such term in Section 8.3(a) .

“ Indemnitees ” has the meaning ascribed to such term in Section 6.15(c) .

“ Indicia ” has the meaning ascribed to such term in Section 10.15(a) .

“ Information Transfer Plan ” has the meaning ascribed to such term in Section 6.20 .

“ ING Credit Agreement ” means the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 22, 2011, among FSC, ING Capital LLC, as administrative agent, arranger and bookrunner, Royal Bank of Canada, as documentation agent and the lenders party thereto, as amended by Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 8, 2011, Incremental Assumption Agreement, dated as of July 8, 2011, Waiver Letter, dated as of August 3, 2011, Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 29, 2011, Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 29, 2012, Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 30, 2012, Amendment No. 5 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 6, 2013, Amendment No. 6 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 13, 2013, Waiver to Senior Secured Revolving Credit Agreement, dated as of December 11, 2015, and Amendment No. 7 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 18, 2015 (as further amended, restated, supplemented or otherwise modified from time to time).

“ Insurance Sharing Agreement ” means the Insurance Sharing Agreement, dated as of February 6, 2017, among FSC, FSFR and FSAM (as in effect on the date hereof).

“ Interloper BDC Proxy Costs ” has the meaning ascribed to such term in Section 6.8 .

“ Investment Company Act ” means the Investment Company Act of 1940.

“ Investment Management Services ” means any services that involve (a) the management of a Fund (or portions thereof or a group of Funds) for compensation, (b) the giving of advice with respect to the investment or reinvestment of assets or Funds (or any group of assets or Funds) for compensation or (c) otherwise acting as an “investment adviser” within the meaning of the Advisers Act and performing activities related or incidental thereto.

“ Knowledge of Seller ” means the actual knowledge of the natural persons listed on Schedule 1.1(a) .

“ Law ” means any federal, state or local statute, law, rule, administrative code, regulation, Order, consent, directive, policy, decision or other requirement of any Governmental Entity.

“ Liability ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“ Made Available ” means, with respect to documents or other materials, that such documents or other materials were provided to Buyer by Seller or its Affiliates, either through physical or electronic delivery or through the availability of such documents or other materials in the virtual data room located at https://services.intralinks.com/ui/flex/CIX.html?workspaceId=3800562 at least three (3) Business Days prior to the date hereof.

“ Material Adverse Effect ” means any event, change, circumstance, effect, development, condition or occurrence, that, individually or together with any one or more event, changes, circumstances, effects, developments, conditions or occurrences, has a material adverse effect on the financial condition or results of operations of the Business; provided , however , a Material Adverse Effect shall not include and, in determining whether a Material Adverse Effect has occurred or would reasonably be likely to occur, shall be deemed not to include any adverse event, change, circumstance, effect, development, condition or occurrence resulting from, arising out of or relating to: (a) economic or securities or financial market conditions generally (including changes in interest rates or changes in equity prices and corresponding changes in the value of the assets of Clients related thereto); (b) a change or condition affecting business development companies or the investment advisory or the investment management industry generally; (c) any changes after the date hereof in applicable Law or GAAP or the interpretation or enforcement of either of the foregoing, or changes in general legal, regulatory or political conditions; (d) any downgrade or potential downgrade of ratings of FSAM, FSH, Seller, any of their respective Affiliates, the BDCs, any subsidiary of a BDC or any borrower of any loan originated by a BDC (each, a “ BDC Borrower ”) or any change in the market price of any securities of FSAM, FSH, Seller, any of their respective Affiliates, the BDCs, any subsidiary of a BDC or any BDC Borrower, provided that the underlying events leading to such downgrade or change in market price (subject to the other provisions of this definition) shall be considered in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur; (e) acts of terrorism or war, including the engagement by the United States of America or any other country in hostilities, and whether or not pursuant to a declaration of a national emergency or war, or any pandemics, earthquakes, hurricanes, tropical storms, floods, fires or other natural disasters; (f) any action taken or failed to be taken by FSAM, FSH, Seller, any of their respective Affiliates, the BDCs, any subsidiary of a BDC or their respective Representatives, in each case, at the written request of Buyer or that is required or reasonably contemplated by this Agreement or any of the Ancillary Agreements; (g) any failure, in and of itself, by FSAM, FSH, Seller, any of their respective Affiliates, the BDCs, any subsidiary of a BDC or any BDC Borrower to meet any internal, third-party analyst’s or rating agency’s forecast or projection ( provided that the underlying causes of such failures (subject to the other provisions of this definition) shall be excluded); or (h) any pending, initiated or threatened Action against FSAM, FSH, Seller, any BDC or any of their respective Affiliates or any of their respective directors or officers arising out of this Agreement, any of the Ancillary Agreements or the transactions contemplated hereby or thereby or any Excluded Liabilities; (i) any action taken by Buyer or any of its Affiliates or Representatives; (j) the negotiation, execution, announcement or performance of this Agreement or any of the Ancillary Agreements or the pendency or consummation of the transactions contemplated by this Agreement or the Ancillary Agreements (including the impact thereof on relationships, contractual or otherwise, with Clients); or (k) the identity of or any facts related to Buyer; except, in the case of clauses (a), (b), (c) and (e), to the extent that such event, change, circumstance, effect, development, condition or occurrence is disproportionately adverse to the Business relative to the business of other investment advisers similarly situated to Seller providing investment advisory or investment management services to business development companies.

“ Material Contracts ” means (a) the Existing Administration Agreements and (b) the Existing Investment Advisory Agreements.

“ Material Debt Agreements ” means the Citi Loan Agreement, the ING Credit Agreement, the FSC Sumitomo Loan Agreement, the Natixis Indenture, the Glick JV Loan Agreement, the SLF JV I Loan Agreement, the SLF JV II Loan Agreement, the Loan and Security Agreement, dated as of January 6, 2016, between FSFR and East West Bank, as lender, and the Fixed Rate Notes due March 1, 2019, October 30, 2024 and April 30, 2028, issued pursuant to the Indenture, dated April 30, 2012, between FSC and Deutsche Bank Trust Company Americas, as trustee, and the SBA Debentures.

“ Materials ” has the meaning ascribed to such term in Section 10.15(b) .

“ Natixis Indenture ” means the Indenture, dated as of May 28, 2015, among FS Senior Funding Ltd., as issuer, FS Senior Funding CLO LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee (as amended, supplemented, restated or otherwise modified from time to time).

“ Natixis Sub-Advisory Agreement ” means the Sub-Advisory Agreement, dated May 28, 2015, between FSFR and Seller.

“ NAV ” means, with respect to a BDC as of the applicable date of determination, the net asset value of such BDC as of such date of determination, as determined by the board of directors of such BDC.

“ New Administration Agreements ” means the FSC Administration Agreement and the FSFR Administration Agreement.

“ New Investment Advisory Agreements ” means the FSC Investment Advisory Agreement and the FSFR Investment Advisory Agreement.

“ Order ” means any order, writ, judgment, injunction, decree, determination or award entered by or with any Governmental Entity.

“ Organizational Documents ” means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation or memorandum and articles of association, as applicable, and bylaws and (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement.

“ Other Determination Notice ” has the meaning ascribed to such term in Section 6.2(e)(ii) .

“ Outstanding BDC Claims ” has the meaning ascribed to such term in Section 8.7(d) .

“ Outstanding Buyer Claims ” has the meaning ascribed to such term in Section 8.7(c) .

“ Payoff Amount ” means the total amount required to be paid to fully satisfy any and all obligations related to any borrowings under the Sumitomo Credit Agreement.

“ Pending Sale Agreement ” means any definitive agreement, duly executed and delivered as of the date of this Agreement, relating to the disposition, lease or license (whether by merger, sale of stock, sale of assets or otherwise) of (a) any BDC Portfolio Investment or (b) any corporation, partnership, limited liability company, other business organization or any division or all or any portion of the assets, business or properties of any other Person, or material amount of assets thereof, in each case which has not, as of the date of this Agreement, been consummated in accordance with its terms.

“ Permits ” means all approvals, Orders, authorizations, certificates, franchises, grants, licenses, notices, permits and waivers issued by any Governmental Entity.

“ Permitted Encumbrances ” means (a) Encumbrances for current Taxes, assessments and other government or statutory charges not yet due or payable or which are being contested in good faith by appropriate proceedings, (b) Encumbrances of any materialmen, mechanics, workmen, repairmen, contractors, warehousemen, carriers, suppliers, vendors or equivalent Encumbrances arising in the ordinary course of business, (c) Encumbrances created by applicable Law (including securities Laws) or by this Agreement or any Ancillary Agreement and (d) Encumbrances that do not otherwise materially affect the use of or materially diminish the value of any Transferred Asset.

“ Person ” means any natural person or any firm, partnership, limited liability partnership, association, corporation, limited liability company, joint venture, trust, business trust, sole proprietorship, Governmental Entity or other entity or any division thereof.

“ Pledge Agreements ” means the FSC Pledge Agreement and FSFR Pledge Agreement.

“ Portfolio Change ” has the meaning ascribed to such term in Section 6.1(d) .

“ Principal ” means Leonard M. Tannenbaum.

“ Purchase Price ” has the meaning ascribed to such term in Section 2.4 .

“ Representatives ” means, with respect to any Person, such Person’s directors, officers, employees, partners, members, Affiliates, financial advisors, attorneys, accountants, consultants, agents and other similar representatives acting on behalf of such Person.

“ Retained BDC Escrow Amount ” has the meaning ascribed to such term in Section 8.7(d) .

“ Retained Buyer Escrow Amount ” has the meaning ascribed to such term in Section 8.7(c) .

“ Rules ” has the meaning ascribed to such term in Section 10.10(a) .

“ SBA Debentures ” has the meaning ascribed to such term in Section 7.1(g) .

“ SEC ” means the Securities and Exchange Commission and any successor thereto.

“ Second Replacement Director ” has the meaning ascribed to such term in Section 6.4(c) .

“ Section 203 Waiver ” means a resolution of the board of directors of any BDC pursuant to Section 203(a)(1) of the General Corporation Law of the State of Delaware approving the acquisition of beneficial ownership of shares of common stock of such BDC by Buyer or any of its Affiliates pursuant to the Voting Agreements and the Pledge Agreements (including as a result of the exercise of any rights thereunder) and any fees and other payments to be received by Buyer, Buyer BDC Administrator and any of their respective successors and assigns under the New Investment Advisory Agreements and the New Administration Agreements, respectively, provided that such resolution shall be irrevocable upon the completion of the Closing and substantially in the form of Schedule 1.1(b) .

“ Securities Act ” means the Securities Act of 1933.

“ Seller ” has the meaning ascribed to such term in the preamble.

“ Seller Adverse Recommendation Change ” has the meaning ascribed to such term in Section 6.3(a) .

“ Seller Confidentiality Agreement ” has the meaning ascribed to such term in Section 6.9(b) .

“ Seller Indemnified Party ” has the meaning ascribed to such term in Section 8.2 .

“ Seller Loss ” has the meaning ascribed to such term in Section 8.2 .

“ Seller Name ” has the meaning ascribed to such term in Section 10.15(a) .

“ Seller Recommendation ” has the meaning ascribed to such term in Section 6.3(a) .

“ SLF JV I LLC Agreement ” means the Limited Liability Company Agreement, dated as of May 2, 2014, between FSC and Trinity Universal Insurance Company, as amended by Amendment No. 1 thereto, dated as of July 1, 2014, and Amendment No. 2 thereto, dated as of April 29, 2015 (as further amended, supplemented, restated or otherwise modified from time to time).

“ SLF JV I Loan Agreement ” means the Loan Financing and Servicing Agreement, dated as of June 30, 2014, among SLF JV I Funding LLC, Senior Loan Fund JV I, LLC, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, the lenders from time to time party thereto and the agents from time to time party thereto, as amended by First Amendment to Loan Financing and Servicing Agreement, dated as of March 25, 2016, Second Amendment to Loan Financing and Servicing Agreement, dated as of June 3, 2016, and Third Amendment to Loan Financing and Servicing Agreement, dated as of December 23, 2016 (as further amended, supplemented, restated or otherwise modified from time to time).

“ SLF JV II Loan Agreement ” means the Loan and Servicing Agreement, dated as of July 7, 2015, among SLF JV II Funding LLC, Senior Loan Fund JV I, LLC, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian, the lenders from time to time party thereto and the lender agents from time to time party thereto, as amended by First Amendment to Loan and Servicing Agreement, dated as of March 31, 2016, and Second Amendment to Loan and Servicing Agreement, dated as of December 23, 2016 (as further amended, supplemented, restated or otherwise modified from time to time).

“ Specified Debt Agreements ” means the Citi Loan Agreement, the ING Credit Agreement, the FSC Sumitomo Loan Agreement, the Natixis Indenture, the Glick JV Loan Agreement, the SLF JV I Loan Agreement and the SLF JV II Loan Agreement.

“ Specified Survival Date ” has the meaning ascribed to such term in Section 10.1 .

“ Subsidiary ” means, in respect of any Person, any corporation or other legal entity of which such Person (either alone or together with other Subsidiaries of such Person) owns, directly or indirectly, more than fifty percent (50%) of the voting securities or other voting ownership or voting partnership interests sufficient to elect at least a majority of such entity’s board of directors or other governing body (or, if there are no such voting interests, more than fifty percent (50%) of the stock or other equity interests of such entity); provided , however , that (a) no Person shall be deemed to be a Subsidiary of any Person solely by reason of the fact that such Person is a Client, (b) the Buyer Funds and Buyer Portfolio Companies shall be deemed not to be Subsidiaries of Buyer, (c) each of Senior Loan Fund JV I, LLC, a Delaware limited liability company, and SLF JV II Funding LLC, a Delaware limited liability company, shall be deemed to be a Subsidiary of FSC and (d) FSFR Glick JV LLC, a Delaware limited liability company, shall be deemed to be a Subsidiary of FSFR.

“ Successor Agent ” has the meaning ascribed to such term in Section 6.10(e) .

“ Sumitomo Credit Agreement ” means the Amended and Restated Credit Agreement, dated as of June 30, 2017, among FSH, as borrower, certain subsidiaries of FSH, as guarantors, Sumitomo Mitsui Banking Corporation, as administrative agent, Cortland Capital Market Services LLC, as collateral agent, and each of the lenders from time to time party thereto (as amended, supplemented, restated or otherwise modified from time to time).

“ Sumitomo Payoff Letter ” has the meaning ascribed to such term in Section 6.21 .

“ Sumitomo Security Agreement ” means the Security Agreement, dated as of June 30, 2017, among FSH, as borrower, and each other grantor from time to time party thereto, and Cortland Capital Market Services LLC, as collateral agent (as amended, supplemented, restated or otherwise modified from time to time).

“ Superior Proposal ” means any bona fide unsolicited written proposal or offer providing for a transaction that (a) if consummated would result in a third party acquiring more than fifty (50%) of the voting power and economic value of the outstanding FSAM Common Stock or all or substantially all of the assets of FSAM (including, for the avoidance of doubt, as effectuated pursuant to an assignment or novation of, or similar transaction involving, the Existing Investment Advisory Agreements) and (b) FSAM’s board of directors determines in good faith, after consultation with its outside counsel and a financial advisor of nationally recognized reputation, (i) provides to Seller or its direct or indirect owners consideration having an aggregate value in excess of $320.0 million (or, in respect of any proposal to acquire less than one hundred percent (100%) of the voting power and economic value of the FSAM Common Stock, having an aggregate value that is proportionally equivalent to $320.0 million with respect to percentage of the voting power and economic value of the FSAM Common Stock that is proposed to be acquired) and (ii) is reasonably capable of being consummated on the terms proposed, taking into account the consideration offered in such transaction, the identity and reputation of such third party and the likelihood such transaction could be consummated on the terms and conditions proposed by such third party, including those relating to financing and the availability thereof and required stockholder and regulatory approvals.

“ Survival Date ” has the meaning ascribed to such term in Section 10.1 .

“ Tannenbaum Foundation ” has the meaning ascribed to such term in the recitals.

“ Tannenbaum Trust ” has the meaning ascribed to such term in the recitals.

“ Tax ” means any federal, state, local, non-U.S. or other income, alternative, minimum, accumulated earnings, personal holding company, franchise, unincorporated business, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, excise, custom duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental, real and personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, escheat, withholding, estimated or other similar tax, duty or other charge or assessment by a Governmental Entity or deficiencies thereof (including amounts imposed for failure to file or provide correct or timely information to any Governmental Entity or third parties) and any interest, penalties (including promoter penalties), additions to tax and additional amounts imposed by any Governmental Entity.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“ Termination Fee ” has the meaning ascribed to such term in Section 9.3(a) .

“ Third Party Claim ” has the meaning ascribed to such term in Section 8.3(b) .

“ Transfer Taxes ” means all federal, state, local, non-U.S. or other sales (including bulk sales), use, transfer, recording, privilege, documentary, gains, gross receipts, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees incurred in connection with the purchase and sale of the Transferred Assets described in Section 2.1 of this Agreement; provided , however , that “Transfer Taxes” shall not include any income, franchise, capital, net worth or similar Taxes or withholding Taxes in lieu of income, franchise, capital, net worth or similar Taxes.

“ Transferred Assets ” means the properties, assets, Contracts and rights set forth on Schedule 1.1(c) .

“ Voting Agreements ” has the meaning ascribed to such term in the recitals.

“ Willful Breach ” means a material breach of this Agreement that is the consequence of an act or omission by a party with the actual knowledge that the taking of such action or failure to take such action would be a material breach of this Agreement, or as otherwise contemplated by the last sentence of Section 6.15(a) .

Section 1.2            Interpretation and Construction . Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:

(a)          The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(b)          When a reference is made in this Agreement to the preamble, the recitals or to an article, section, paragraph, exhibit or schedule, such reference shall be to the preamble, the recitals or to an article, section, paragraph, exhibit or schedule of this Agreement.

(c)          Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(d)          The words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e)          The word “or” shall not be exclusive.

(f)          The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other tenses and grammatical forms shall have a corresponding meaning.

(g)          A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(h)          A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.

(i)          A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).

(j)          A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(k)          The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Further, prior drafts of this Agreement or any Ancillary Agreements or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement or any Ancillary Agreements shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

(l)          All exhibits and schedules (including the Disclosure Schedules) are incorporated in and made a part of this Agreement as if set forth in full herein. For purposes of the representations and warranties or covenants of Seller, FSAM and FSH, any fact, circumstance, matter or item disclosed in any section of the Disclosure Schedules shall be deemed to have been adequately disclosed in any other section of the Disclosure Schedules if it is specifically cross referenced or reasonably apparent from such disclosure or the documentation referenced therein that such disclosure is relevant to the representation, warranty or covenants of Seller, FSAM and FSH to which such other section of the Disclosure Schedules relates. Disclosure of any item in any section of the Disclosure Schedules shall not constitute or be deemed an admission or indication that such item or matter is material or would have a Material Adverse Effect, and shall not imply a measure for materiality for purposes of this Agreement. No disclosure in a section of the Disclosure Schedules relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication to any Person that a breach or violation exists or has actually occurred. Any capitalized terms used in any section of the Schedules, Disclosure Schedules or in any Exhibit and not otherwise defined therein shall have the meaning ascribed to such term in this Agreement.

Article II

PURCHASE AND SALE OF ASSETS

Section 2.1            Purchase and Sale of Transferred Assets . Upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest in and to the Transferred Assets.

Section 2.2            Buyer Post-Closing Liabilities . Upon the terms and subject to the conditions set forth herein or in the applicable Ancillary Agreement, at the Closing, Buyer or the applicable Affiliate thereof shall be responsible for, satisfy and discharge when due all Buyer Post-Closing Liabilities.

Section 2.3            Exclusion of Excluded Liabilities . Notwithstanding any other provision herein to the contrary, Buyer shall not assume or become responsible hereunder for any Excluded Liabilities.

Section 2.4            Purchase Price . The purchase price to be paid by Buyer to Seller in the aggregate for the purchase of the Transferred Assets shall be an amount in cash equal to three hundred twenty million dollars ($320,000,000) (the “ Purchase Price ”).

Section 2.5            Purchase Price Allocation . Buyer and Seller agree to allocate the Purchase Price, the Buyer Post-Closing Liabilities and other relevant items for Tax purposes as set forth on Schedule 2.5 (the “ Allocation Statement ”). If the Purchase Price is required to be adjusted pursuant to Article VIII after the Allocation Statement has been initially provided, then appropriate adjustments shall be made to the Allocation Statement to reflect any such adjustments, in a manner consistent with the principles utilized in the initial preparation of the Allocation Statement. Buyer and Seller agree to (a) be bound, and cause their respective Affiliates to be bound by the Allocation Statement, (b) prepare and file, and cause their respective Affiliates to prepare and file, in each case, their respective Tax Returns consistent with the Allocation Statement and (c) take no position, and cause their Affiliates to take no position, inconsistent with the Allocation Statement on any applicable Tax Return or in any proceeding by or before any Governmental Entity, in each case, except as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign tax law). In the event that any item on the Allocation Statement is disputed by any Governmental Entity, the party receiving notice of such dispute shall promptly notify the other party. Seller, on the one hand, and Buyer, on the other hand, agree to reasonably cooperate with each other in preparing IRS Form(s) 8594, and to furnish each other with a copy of such Form(s) prepared in draft form within a reasonable period of time prior to its filing due date.

Section 2.6            Closing .

(a)          Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur at 10:00 a.m. (Eastern Time) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522, or at such other location as may be mutually agreed by Buyer and Seller, two (2) Business Days following the date as of which all applicable conditions in Article VII have been satisfied or waived (other than any such condition that relates to actions to be taken, or documents to be delivered, at the Closing), or on such other date as may be mutually agreed by Buyer and Seller (such date, the “ Closing Date ”).

(b)          At the Closing,

(i)           Buyer shall deliver or cause to be delivered to Seller:

(1)         cash in an amount equal to the Purchase Price, less the Payoff Amount, less the Escrow Amount, by wire transfer to the account designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date;

(2)         cash by wire transfer of immediately available funds to an account or accounts designated by Sumitomo Mitsui Banking Corporation in an amount equal to the Payoff Amount;

(3)         the Ancillary Agreements, each duly executed by Buyer or Buyer BDC Administrator, as the case may be (and, in the case of the Escrow Agreement, by the Escrow Agent, and, in the case of the Pledge Agreements and the Control Agreements, by the respective parties thereto); and

(4)         the certificate required pursuant to Section 7.3(c) .

(ii)         Buyer shall deliver to the Escrow Agent, (A) for deposit in an escrow account (the “ Buyer Escrow Account ”), thirty-two million dollars ($32,000,000) (the “ Buyer Escrow Amount ”) and (B) for deposit in a second escrow account (the “ BDC Escrow Account ”), ten million dollars ($10,000,000) (the “ BDC Escrow Amount ,” and together with the Buyer Escrow Amount, the “ Escrow Amount ”), to be held by the Escrow Agent in the applicable Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement.

(iii)         FSH shall deliver a fully executed Sumitomo Payoff Letter.

(iv)         Seller shall deliver or cause to be delivered to Buyer:

(1)         the Transferred Assets, to the extent applicable;

(2)         the Ancillary Agreements to which Seller or a Subsidiary of Seller is a party, each duly executed by Seller or its applicable Subsidiary (and, in the case of the Escrow Agreement, by the Escrow Agent, and, in the case of the Pledge Agreements and the Control Agreements, by the respective parties thereto); and

(3)         the certificate required pursuant to Section 7.2(c) .

Section 2.7            Withholding . Buyer shall be entitled to deduct and withhold or cause to be deducted and withheld from amounts otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payments under any provision of federal, state, local or foreign Tax law; provided that prior to deducting and withholding any such amounts, Buyer shall use reasonable efforts to provide Seller with prior written notice of its intent to deduct and withhold, shall cooperate in good faith with Seller to reduce (or eliminate) the deduction or withholding of such amounts, and shall remit such deducted and withheld amounts to the appropriate Governmental Entity for and on behalf of Seller. Any amounts so deducted and withheld will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The parties acknowledge that, assuming an executed FIRPTA Certificate has been delivered at or before the Closing, as of the date hereof they do not have any knowledge that withholding will be required pursuant to this Section 2.7 , and absent a change in facts, Law or circumstances, the Buyer shall not deduct and withhold from amounts otherwise payable to the Seller pursuant to this Agreement.

Article III

REPRESENTATIONS AND WARRANTIES OF FSAM AND FSH

Except as disclosed in (a) the Disclosure Schedules or (b) in any report, schedule, form, statement or other document filed with, or furnished to, the SEC since January 1, 2015 by FSAM or any BDC and publicly available on the website http://www.sec.gov three (3) Business Days prior to the date of this Agreement (the “ Filed SEC Documents ”) ( provided that nothing disclosed in the Filed SEC Documents shall be deemed to be a qualification or modification to the representations and warranties set forth in Section 3.2(a) and Section 3.3 ), in each case, other than disclosures contained in the “Risk Factors” or “Forward Looking Statements” sections of such Filed SEC Documents and any other disclosures included in such Filed SEC Documents to the extent they are predictive or forward-looking in nature, each of FSAM and FSH hereby represents and warrants to Buyer on the date hereof and on the Closing Date, with respect to itself and with respect to its business as conducted by it, as follows:

Section 3.1            Organization . Each of FSAM and FSH: (a) is duly organized and validly existing in good standing as a corporation or other legal entity under the laws of the State of Delaware; (b) has full corporate or other legal power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets as currently owned, leased or operated in connection with its business; and (c) is duly qualified to do business and in good standing as a foreign or alien Person, as the case may be, in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its properties or assets makes such qualification necessary, except where the failure to be so qualified, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Section 3.2            Authority; Enforceability; Non-Contravention .

(a)          Each of FSAM and FSH has full corporate or other legal power and authority to execute and to deliver this Agreement and, in the case of FSH, the Voting Agreements, and to consummate the transactions contemplated hereby and thereby. Subject to obtaining the FSAM Stockholder Approval, each of FSAM and FSH has taken all necessary corporate or other entity action to authorize the execution and performance of this Agreement and, in the case of FSH, the Voting Agreements, by it. This Agreement and, in the case of FSH, the Voting Agreements been duly executed and delivered by each of FSAM and FSH, as the case may be, and, assuming due authorization, execution and delivery of this Agreement by each of Seller and Buyer, is the valid and binding obligation of each of FSAM and FSH, as the case may be, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity (the “ Enforceability Exceptions ”).

(b)          Assuming the filing of notice under the HSR Act (and the expiration or early termination of the applicable waiting period) and the receipt of all approvals of stockholders and boards of directors contemplated by Section 6.2 and Section 6.3 , the execution, delivery and performance of this Agreement and, in the case of FSH, the Voting Agreements will not, with or without the giving of notice or passage of time or both, (i) require the consent of any Person under, conflict with, violate, result in a default, termination, right to accelerate or modification or loss of rights under (whether or not in combination with any other event or circumstance), or result in the creation or imposition of any Encumbrance pursuant to, any provision of any note, bond, mortgage, deed of trust, lease, license, agreement, indenture or other instrument or obligation to which FSAM or FSH is a party or by which any of their respective properties or assets are bound, (ii) violate any provision of the Organizational Documents of FSAM or FSH or (iii) violate any applicable Law, except, in the case of the foregoing clause (i), as would not, individually or in the aggregate, reasonably be likely to (A) have a Material Adverse Effect or (B) prohibit or materially impair the ability of FSAM or FSH to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis, as applicable.

Section 3.3            Vote Required . The approval of this Agreement and the transactions contemplated hereby (i) by the holders of at least a majority of the voting power of the outstanding shares of FSAM Common Stock entitled to vote thereon at the FSAM Stockholders Meeting pursuant to Section 271 of the General Corporation Law of the State of Delaware (the “ FSAM Stockholder Approval ”) and (ii) by written consent of the general partner of FSH, are the only approvals of the equity holders of FSAM and FSH, respectively, required in connection with the consummation of the transactions contemplated hereby.

Section 3.4            Information Supplied . The written information (i) in the FSAM Proxy Statement and (ii) relating to FSAM provided by FSAM to a BDC expressly for inclusion in the BDC Proxy Solicitation Materials will not contain, in the cause of clause (i), as of the date of the FSAM Proxy Statement, or, in the cause of clause (ii), on the date so provided to a BDC, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.5            No Other Representations and Warranties . Neither FSAM nor FSH is making, nor has it authorized any Person to make, any representation or warranty of any kind or nature expressed or implied other than as expressly made in this Article III . The representations and warranties of each of FSAM and FSH in this Article III constitute the sole and exclusive representations and warranties made by FSAM and FSH in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. In particular, without limiting the generality of this Section 3.5 , except for the representations and warranties made expressly in this Article III , FSAM and FSH are not making and have not authorized any Person to make any representation or warranty, and expressly disclaim all Liability and any responsibility for any such representation or warranty, with respect to (a) any estimates, predictions, projections, pro-forma financial information, forecasts or budgets previously Made Available to (or otherwise prepared for or acquired by) Buyer or any of its Affiliates or Representatives concerning future revenues, expenses, expenditures, financial condition, assets, Liabilities or results of operations of Seller or its Affiliates, (b) any other information Made Available to Buyer or any of its Affiliates or Representatives in connection with the negotiation and execution of this Agreement and the Ancillary Agreements or (c) any other information or documents Made Available to Buyer or any of its Affiliates or Representatives with respect to Seller or its Affiliates.

Article IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as disclosed in (a) the Disclosure Schedules or (b) any Filed SEC Documents ( provided that nothing disclosed in the Filed SEC Documents shall be deemed to be a qualification or modification to the representations and warranties set forth in Section 4.2(a) , Section 4.2(b) or Section 4.14 ), in each case, other than disclosures contained in the “ Risk Factors ” or “ Forward Looking Statements ” sections of such Filed SEC Documents and any other disclosures included in such Filed SEC Documents to the extent they are predictive or forward-looking in nature, Seller hereby represents and warrants to Buyer on the date hereof and on the Closing Date, with respect to itself and with respect to the Business as conducted by it, as follows:

Section 4.1            Organization .

(a)          Seller: (i) is duly organized and validly existing in good standing as a limited liability company under the laws of the State of Delaware; (ii) has full limited liability company power and authority to carry on the Business as it is now being conducted and to own, lease and operate its properties and assets as currently owned, leased or operated in connection with the Business; and (iii) is duly qualified to do business and in good standing as a foreign or alien Person, as the case may be, in each jurisdiction in which the conduct of the Business or the ownership, leasing or operation of the Transferred Assets makes such qualification necessary, except where the failure to be so qualified, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

(b)          Each BDC: (i) is duly incorporated and validly existing in good standing as a corporation under the laws of the State of Delaware; (ii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets as currently owned, leased or operated in connection with its business; and (iii) is duly qualified to do business and in good standing as a foreign or alien Person, as the case may be, in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its properties or assets makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, materially and adversely affect the ability of a BDC to enter into the applicable New Investment Advisory Agreement and New Administration Agreement and timely perform its obligations thereunder.

Section 4.2            Authority; Enforceability; Non-Contravention .

(a)          Seller has full limited liability company power and authority to execute and to deliver this Agreement, and to consummate the transactions contemplated hereby. Seller has taken all necessary limited liability company action to authorize the execution and performance of this Agreement by it. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by FSAM, FSH and Buyer, is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exceptions.

(b)          Seller has full limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party, and to consummate the transactions contemplated thereby. Seller has taken all necessary limited liability company action to authorize the execution and performance of such Ancillary Agreements. The Ancillary Agreements to which Seller shall be a party, if and when executed by Seller (pursuant to the terms and subject to the conditions of this Agreement), shall be duly executed and delivered by Seller, and, assuming due authorization, execution and delivery of such Ancillary Agreements by the other parties thereto, shall be the valid and binding obligation of Seller and enforceable against it in accordance with their terms, subject to the Enforceability Exceptions.

(c)          Assuming the filing of notice under the HSR Act (and the expiration or early termination of the applicable waiting period) and the receipt of all approvals of stockholders and boards of directors contemplated by Section 6.2 and Section 6.3 , the execution, delivery and performance of this Agreement and the Ancillary Agreements will not, with or without the giving of notice or passage of time or both, (i) require the consent of any Person under, conflict with, violate, result in a default, termination, right to accelerate or modification or loss of rights under (whether or not in combination with any other event or circumstance), or result in the creation or imposition of any Encumbrance pursuant to, any provision of any note, bond, mortgage, deed of trust, lease, license, agreement, indenture or other instrument or obligation to which Seller is a party or by which its properties or assets are bound, (ii) violate any provision of the Organizational Documents of Seller or (iii) violate any applicable Law, except, in the case of the foregoing clause (i), as would not, individually or in the aggregate, reasonably be likely to (A) have a Material Adverse Effect or (B) prohibit or materially impair the ability of Seller to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis, as applicable.

Section 4.3            Consents and Approvals . Except for filing of notice under the HSR Act and the expiration or early termination of the applicable waiting period, no consent, approval or authorization of, or filing with, any Governmental Entity is required to be made or obtained by Seller or any of its Affiliates in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for any such consents, approvals or authorizations of, or filings with, Governmental Entities the failure of which to be so obtained or made would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Section 4.4            Title to Certain Assets . Seller has good, exclusive and valid title to all personal property included in the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Section 4.5            Absence of Certain Changes . Since December 31, 2016 through the date of this Agreement, no event, change or circumstance has occurred that has had or would reasonably be likely to have a Material Adverse Effect.

Section 4.6            Contracts .

(a)          Copies of each Material Contract (including any amendments or supplements thereto) have been Made Available to Buyer, and such copies are true, correct and complete in all respects. Each Material Contract is a valid and binding obligation of Seller and the other parties thereto, and is in full force and effect, subject to the Enforceability Exceptions. Seller has performed in all material respects all obligations required to be performed by it as of the date hereof pursuant to each Material Contract and is not (with or without the lapse of time or the giving of notice, or both) in breach or default of any material provision thereof. As of the date of this Agreement, each other party to each Material Contract has performed all obligations required to be performed by it as of the date hereof pursuant to such Material Contract and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder. As of the date of this Agreement, Seller has not received any notice from any other party of its intent to cancel or terminate any Material Contract. Each Material Contract (including any amendments or supplements thereto) has been duly and validly approved and continued by all necessary corporate and stockholder action of the BDC party thereto and at all times has been in compliance in all material respects with the Investment Company Act. To the Knowledge of Seller, there are no unwritten obligations or course of dealings contrary in any material respect to the specific terms and provisions of any Material Contract.

(b)          Seller has Made Available to Buyer a true, correct and complete listing, as of the date hereof, of (i) all material custody agreements, transfer agent agreements, accounting services agreements, stockholder services agreements, in-force principal underwriting agreements, intermediary agreements, clearing agreements, prime broker agreements and similar agreements by which each BDC is bound or pursuant to which such BDC receives services, and (ii) all material administrative service and similar agreements by which each BDC is bound or pursuant to which such BDC receives services.

Exhibit 1.2

EXECUTION VERSION

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “ Agreement ”), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“ Buyer ”), and each of the stockholders set forth on Schedule I (each, a “ Stockholder ” and, collectively, the “ Stockholders ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Fifth Street Management LLC, a Delaware limited liability company (“ Seller ”), and, solely for the purposes set forth therein, Fifth Street Asset Management Inc., a Delaware corporation (“ FSAM ”), and, solely for the purposes set forth therein, Fifth Street Holdings L.P., a Delaware limited partnership (“ FSH ”), are entering into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) providing for, among other things, (a) the entry by Buyer into the New Investment Advisory Agreements and Buyer BDC Administrator into the New Administration Agreements with Fifth Street Finance Corp., a Delaware corporation (the “ Company ”), and Fifth Street Senior Floating Rate Corp., a Delaware corporation and (b) (i) the sale, transfer, conveyance and assignment to Buyer of the Transferred Assets and (ii) Buyer becoming responsible for the Buyer Post-Closing Liabilities, in each case, pursuant to the terms and subject to the conditions set forth in the Asset Purchase Agreement;

WHEREAS, as of the date hereof, each Stockholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “ Exchange Act ”)) and is entitled to vote and dispose of the number of shares of common stock, each par value $0.01 per share, of the Company (the “ Company Common Stock ”) set forth opposite such Stockholder’s name on Schedule I (with respect to such Stockholder and until disposed of by such Stockholder in accordance with Section 2.02 , the “ Owned Stock ”, together with any additional Company Securities (as defined below) of which such Stockholder becomes the “beneficial owner” after the date hereof and during the term of this Agreement, the “ Subject Stock ”); and

WHEREAS, in connection with the execution and delivery of the Asset Purchase Agreement, as a condition of and inducement to Buyer’s willingness to enter into the Asset Purchase Agreement, Buyer and each Stockholder desire to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Article I

DEFINITIONS; Interpretation

Section 1.01          Definitions .

(a)          “ Acceptable Person ” means any investment fund managed by Ameriprise Financial, Fidelity Investments, Invesco, Legg Mason, Loomis Sayles, Neuberger Berman, Principal Financial Group, T. Rowe Price, Thornburg Investment Management or Vanguard or any controlled Affiliate thereof.

(b)          “ Company Securities ” means (i) shares of Company Common Stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any Company Common Stock or other voting securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for Company Common Stock or other voting securities or ownership interests in, the Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities, swaps or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Company Common Stock or other voting securities of, or ownership interests in, the Company; provided , that the limited partnership interests of FSH and shares of Class A Common Stock and Class B Common Stock of FSAM shall in no event constitute Company Securities.

Section 1.02          Interpretation .

(a)          Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:

(i)          The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(ii)         When a reference is made in this Agreement to an article, section, paragraph, or schedule, such reference shall be to an article, section, paragraph, or schedule of this Agreement.

(iii)        Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(iv)        The words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(v)         The word “or” shall not be exclusive.

(vi)        The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(vii)       A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(viii)      A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.

(ix)         A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).

(x)          A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(xi)         The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

(xii)         All schedules are incorporated in and made a part of this Agreement as if set forth in full herein.

Article II

Covenants of Stockholders

Section 2.01          Agreement to Vote.

(a)          Each Stockholder agrees that at each meeting of the stockholders of the Company prior to Closing, including each meeting called to approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions, and each meeting of the stockholders of the Company after the Closing (each such meeting, a “ Stockholders Meeting ”), (i) when each such Stockholder Meeting is held, such Stockholder shall appear at such meeting or otherwise cause the Subject Stock beneficially owned by it to be counted as present thereat for the purpose of establishing a quorum, (ii) such Stockholder shall vote or cause to be voted at each such Stockholder Meeting such Subject Stock in accordance with the written instruction of Buyer ( provided , that, with respect to any proposal to approve the FSC Investment Advisory Agreement, Buyer’s written instructions in respect of the FSC Investment Advisory Agreement shall be in favor of approval of such agreements and in respect of the election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a later date for lack of quorum or if there are insufficient votes to approve the FSC Investment Advisory Agreement or any other recommendations of Buyer and (iv) such Stockholder shall vote against any proposal for a Person other than Buyer to become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) of the Company and against the election of any directors that Buyer has notified such Stockholder in writing are not acceptable to Buyer. For the avoidance of doubt, each Stockholder shall retain at all times following the termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the holders of Company Common Stock following the termination of this Agreement.

(b)          Each Stockholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action that would restrict or interfere with such Stockholder’s obligations pursuant to this Agreement other than, in the case of FSH, as contemplated under the Sumitomo Facility upon exercise of remedies by the collateral agent or the lenders thereunder. For purposes of this Agreement, “ Sumitomo Facility ” shall mean, collectively, the Sumitomo Credit Agreement, the Sumitomo Security Agreement and the other collateral documents related thereto.

(c)          Nothing contained in this Agreement shall be deemed to vest in Buyer any direct or indirect ownership or incidence of ownership of any Subject Stock. All rights, ownership and economic benefits of and relating to the Subject Stock shall remain vested in and belong to the Stockholders.

Section 2.02          Grant of Irrevocable Proxy; Appointment of Proxy.

(a)          From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a) ; provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a) ; provided , further , that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto.

(b)          Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility.

(c)          Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a) . The parties agree that the foregoing is a voting agreement.

Section 2.03          Transfer and Other Restrictions .

(a)          Without Buyer’s prior written consent, the Stockholders shall not, directly or indirectly, (i) transfer, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the laws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate ( provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSC Pledge Agreement) or (C) in the case of FSH, (x) pledges of its Subject Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i) , the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “ Permitted Transferee ”), or (ii) other than as expressly contemplated by Section 2.02 , enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any Subject Stock (other than pursuant to the FSC Pledge Agreement, if applicable); provided that no such Transfer to a Permitted Transferee permitted hereunder shall relieve a Stockholder from its obligations under this Agreement, other than with respect to Subject Stock Transferred in accordance with this Section 2.03(a) .

(b)          Notwithstanding anything to the contrary in Section 2.03(a) , subject to complying with Section 2.03(c) , from and after the Closing, the Stockholders may (i) Transfer shares of Company Common Stock to any Acceptable Person after complying with Section 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) collectively in any period of forty-five (45) consecutive days Transfer up to an aggregate of one percent (1.0%) of the outstanding shares of Company Common Stock (based upon the last publicly reported count of shares of Company Common Stock by the Company as of the first day of such forty-five (45) day period) (the “ Share Threshold ”) without the prior written consent of Buyer in accordance with applicable Law either (A) in open market transactions effected only pursuant to (x) a Rule 10b5-1 Plan, or (y) a limit order executed by a broker in compliance with Section 2.03(c)(ii) , or (B) in a private transaction or transactions involving one or more Specified Persons (other than any Acceptable Person) in compliance with Section 2.03(c)(iii) (in each case, an “ Authorized Transfer ”). With respect to any Rule 10b5-1 Plan, subject to complying with Section 2.03(c) , a Stockholder may deliver an Open Market Notice (as defined below) following the date of the Stockholders Meeting where the Company’s stockholders approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions so long as Transfers cannot be initiated under such Rule 10b5-1 Plan until the second (2nd) Business Day after the Closing Date. Transfers to any Acceptable Person or to Buyer or its Affiliates shall not count against the Share Threshold for any period. Any other Transfer (other than pursuant to Section 2.03(a) ) shall require the prior written consent of Buyer. To the extent that the Buyer at any time approves the sale of shares of Company Common Stock by a Stockholder in any forty-five (45) day period in excess of the applicable Share Threshold, such excess shares shall not reduce the calculation of the Share Threshold for any other forty-five (45) day period, except to the extent Buyer and such Stockholder otherwise agree in writing. For purposes of this Agreement, (i) “ Specified Person ” shall mean with respect to any Authorized Transfer pursuant to Section 2.03(c)(iii) , any Person who, as of the Business Day immediately prior to the date of such Transfer, has not filed and will not, as a result of such Transfer, be required to file, a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the issued and outstanding shares of Company Common Stock, and (ii) “ Rule 10b5-1 Plan ” means a plan, contract or instructions entered into or given by a Stockholder that is intended to be of the type of plan, contract or instructions contemplated by Rule 10b5-1 under the Exchange Act. Any Subject Stock Transferred in accordance with the applicable provision of this Section 2.03(b) and Section 2.03(c) shall cease to be Subject Stock.

(c)           Open Market Offer; Right of First Refusal .

(i)          If a Stockholder proposes to make an Authorized Transfer, such Stockholder shall first make an offering of such shares of Company Common Stock to Buyer in accordance with the provisions of Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable.

(ii)         If a Stockholder proposes to Transfer Subject Stock in the open market pursuant to a Rule 10b5-1 Plan or a limit order executed by a broker:

(1)          The Stockholder shall give written notice (the “ Open Market Notice ”) to Buyer stating its bona fide intention to enter into a Rule 10b5-1 Plan or to instruct a broker to execute a limit order in the open market, as applicable, and specifying (A) the number of shares of Company Common Stock which the Stockholder proposes to sell pursuant to such Rule 10b5-1 Plan or limit order (the “ Open Market Shares ”) and (B) the lowest price per share of Company Common Stock at which such Stockholder will sell such Open Market Shares pursuant to such Rule 10b-5-1 Plan or limit order (the “ Open Market Limit Price ”) and provide a copy of such Rule 10b5-1 Plan or limit order to Buyer.

(2)         Upon the later of receipt of the Open Market Notice and a copy of such Rule 10b5-1 Plan or limit order, Buyer shall have one (1) Business Day (the “ Open Market Offer Notice Period ”) to offer to purchase some or all of the Open Market Shares by delivering a written notice (an “ Open Market Offer Notice ”) to the Stockholder that delivered the Open Market Notice stating the number of Open Market Shares it has elected to purchase at a purchase price per share equal to the Open Market Limit Price; provided that, in the case of any Open Market Offer Notice delivered pursuant to the second sentence of Section 2.03(b) , Buyer shall have one (1) Business Day after the Closing Date to deliver an Open Market Offer Notice with respect to the Open Market Shares set forth in such Open Market Offer Notice. Upon the delivery of an Open Market Offer Notice pursuant to this clause (2) or clause (3) below, Buyer shall then be obligated to purchase, and the Stockholder shall then be obligated to sell, the Open Market Shares specified in such notice at a price per share equal to the Open Market Limit Price on the terms and conditions above and as contemplated by clauses (iv) and (v) of this Section 2.03(c) .

(3)         If no Open Market Offer Notice is received prior to the end of the Open Market Offer Notice Period (or if an Open Market Offer Notice proposes to purchase less than all of the Open Market Shares, the remaining Open Market Shares) then the Stockholder may (A) in the case of the establishment of a Rule 10b5-1 Plan, commit to sell the applicable Open Market Shares pursuant to a Rule 10b5-1 Plan at a price per Open Market Share that is no less than the Open Market Limit Price and thereafter such Open Market Shares shall not be subject to the restrictions on Transfer set forth in this Section 2.03(c)(ii) so long as they remain subject to the Rule 10b5-1 Plan or (B) in the case of a limit order, instruct a broker or brokers to execute the order with respect to the Open Market Shares (which may be sold in the open market at a price per Open Market Share that is no less than the Open Market Limit Price without further restriction under this Section 2.03(c)(ii) during the duration of such limit order); provided that, for so long as any such Open Market Shares remain unsold during the duration of such Rule 10b5-1 Plan or limit order, Buyer shall have the right to purchase any such Open Market Shares at the higher of (x) the Open Market Limit Price and (y) the closing price of shares of Company Common Stock on Nasdaq (or any successor primary market) as of the Business Day immediately prior to the date of purchase minus $0.10 (such higher price, the “ Interim Offer Price ”) by delivering to such Stockholder an Open Market Offer Notice stating the number of Open Market Shares it has elected to purchase at the Interim Offer Price. If the Stockholder does not enter into a Rule 10b5-1 Plan or instruct a broker with respect to a limit order within five (5) Business Days of the date of receipt of the Open Market Notice by Buyer, then the rights and obligations provided under this Section 2.03(c) shall be deemed to be revived and the applicable Open Market Shares shall not be offered unless first reoffered to Buyer in accordance with Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable. For the avoidance of doubt, the applicable Stockholder shall not Transfer any shares of Company Common Stock pursuant to this Section 2.03(c)(ii) at a price per share that is less than the Open Market Limit Price.

(4)         If no Person has, as of the Business Day immediately prior to the date of a Transfer to be made by an order executed by a broker, filed a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock, and such Transfer will be executed through a broker via voice trade (including in the case where a broker seeks to execute a block trade where the proposed transferee did not directly contact, and was not specifically contacted by, or at the direction of, a Stockholder), the Stockholder will cause the executing broker to confirm that the proposed transferee is not, and will not become as a result of such Transfer, a holder of more than five percent (5%) of the issued and outstanding shares of Company Common Stock. To the extent that any Person has, as of the Business Day immediately prior to the date of a Transfer to be made by an order executed by a broker, filed a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock, the Stockholders shall not execute any such Transfer electronically and shall only execute such Transfer through a broker via voice trade where the broker has confirmed that the proposed transferee is not, and will not become as a result of such Transfer, a holder of more than five percent (5%) of the issued and outstanding shares of Company Common Stock.

(iii)        If a Stockholder proposes to Transfer Subject Stock in a private transaction or transactions involving one or more Specified Persons or Acceptable Persons:

(1)          Such Stockholder shall give written notice (the “ Stockholder Notice ”) to Buyer stating its bona fide intention to sell the shares of Company Common Stock in such a transaction and providing (A) the number of shares of Company Common Stock which the Stockholder proposes to sell (the “ ROFR Shares ”) and whether the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares, (B) the per share purchase price in cash at which such Stockholder is prepared to Transfer such ROFR Shares to such Specified Person(s) or Acceptable Person(s) (the “ Sale Price ”), (C) the identity of the Specified Person(s) or Acceptable Person(s), (D) the proposed Transfer date, if known, (E) a copy of any written proposal or letter of intent or other agreement relating to the proposed Transfer and (F) all other material terms and conditions, if any, in connection with such proposed Transfer.

(2)         Upon receipt of the Stockholder Notice, Buyer shall have two (2) Business Days (the “ ROFR Notice Period ”) to elect to purchase all (and not less than all, unless the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares) of the ROFR Shares by delivering a written notice (a “ ROFR Purchase Notice ”) to the Stockholder that delivered the Stockholder Notice stating that it offers to purchase such ROFR Shares (or a portion of the ROFR Shares if the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares) at the Sale Price and on the other terms and conditions set forth in the Stockholder Notice. Any ROFR Purchase Notice shall be binding upon delivery and irrevocable without the consent of the applicable Stockholder.

(3)         Upon the delivery of the ROFR Purchase Notice, Buyer shall then be obligated to purchase, and the Stockholder shall then be obligated to sell, the ROFR Shares specified in such notice at the Sale Price and on the other terms and conditions set forth in the Stockholder Notice and as contemplated by clauses (iv) and (v) of this Section 2.03(c) .

(4)         If Buyer does not deliver a ROFR Purchase Notice in accordance with Section 2.03(c)(iii)(2) , the Stockholder may, during the thirty (30) day period following the expiration of the ROFR Notice Period, enter into an agreement for the sale of all the ROFR Shares to any Specified Person or Acceptable Person at a price in cash not less than the Sale Price set forth in the applicable Stockholder Notice delivered by such Stockholder; provided that, if such Specified Person is not an Acceptable Person, such Specified Person shall represent and warrant to such Stockholder in such agreement that such Specified Person, as of the Business Day immediately prior to the date of such sale, has not filed and will not, as a result of such sale, be required to file, a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock. If the Stockholder does not enter into an agreement for the sale of the ROFR Shares within such period or, if such agreement is not consummated within sixty (60) days of the execution thereof (which period shall be extended solely to the extent needed to obtain any required governmental approvals, provided that the Stockholder shall have used commercially reasonable efforts to obtain such approval in a timely manner), the rights and obligations provided under this Section 2.03(c) shall be deemed to be revived and such ROFR Shares shall not be offered unless first reoffered to Buyer in accordance with Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable.

(iv)        In connection with the consummation of any Transfer of Company Common Stock pursuant to this Section 2.03(c) , upon Buyer’s written request, the Transferring Stockholder shall deliver to Buyer a “big boy” letter duly executed by such Stockholder in the form attached hereto as Exhibit A .

(v)         The closing of any Transfer of Company Common Stock to Buyer pursuant to this Section 2.03(c) shall be held, in the case of Section 2.03(c)(ii) , no later than five (5) Business Days after the delivery of the applicable Open Market Offer Notice and, in the case of Section 2.03(c)(iii) , no later than ten (10) Business Days after the delivery of the applicable Open Market Offer Notice or Stockholder Notice or at such other time as Buyer and the applicable Stockholder shall mutually agree in writing. Notwithstanding the foregoing, any obligation of Buyer and a Stockholder to participate in any Transfer of Company Common Stock pursuant to this Section 2.03(c) shall in all cases be conditioned on (A) receipt of any regulatory approvals required under applicable Law and (B) satisfaction of all other legal requirements (clauses (A) and (B), collectively, the “ Conditions ”), with the closing date for such Transfer of Company Common Stock not to occur until at least five (5) Business Days after receipt of any such regulatory approvals and satisfaction of such other legal requirements, unless otherwise agreed in writing by Buyer and such Stockholder. Each party agrees to use its commercially reasonable efforts to secure any regulatory approvals required under applicable Law in connection with any Transfer of Company Common Stock to Buyer hereunder. If the Conditions are not satisfied within thirty (30) days of Buyer’s delivery of an Open Market Offer Notice or a ROFR Purchase Notice, as applicable, then Buyer shall be deemed to have not delivered such notice and a Stockholder shall be permitted to Transfer Company Common Stock pursuant to the terms of Section 2.03(c)(ii)(3) or Section 2.03(c)(iii)(4) , as applicable. At any closing involving the Transfer of Company Common Stock to Buyer, a Stockholder shall deliver its Company Common Stock being Transferred under this Section 2.03 , duly endorsed, or accompanied by written instruments of Transfer in form reasonably satisfactory to Buyer and duly executed by such Stockholder. Such Company Common Stock shall be free and clear of all Encumbrances (other than Encumbrances created by applicable Law (including securities Laws) or by this Agreement), such Stockholder shall have good and valid title thereto and be the sole record owner thereof, and such Stockholder shall so represent and warrant in writing to Buyer.

(vi)        Each Stockholder shall promptly notify Buyer in writing after such Stockholder (A) has Transferred any shares of Company Common Stock to any Person or (B) becomes aware of any change to the information with respect to such Stockholder set forth in the Schedule 13D (as may be amended from time to time) to be filed with the SEC by Buyer or any of its Affiliates with respect to the shares of Company Common Stock beneficially owned by such Stockholder.

(vii)       In connection with a proposed Transfer of Company Common Stock to which this Section 2.03(c) applies, Buyer may at any time at its option assign its rights under this Section 2.03(c) to, and substitute, any Affiliate for itself to act as the purchaser or to exercise any other right of Buyer, or to satisfy any obligation of Buyer, under this Section 2.03(c) , provided that no such assignment shall relieve Buyer of any of its obligations hereunder.

(viii)      Notwithstanding anything to the contrary in this Section 2.03(c) , to the extent that FSH Transfers any shares of Company Common Stock pursuant to this Section 2.03(c) , FSH shall (a) first, Transfer any such shares that are pledged pursuant to the FSC Pledge Agreement and, second, once all such shares have been Transferred or FSH no longer holds any shares of Company Common Stock that are pledged pursuant to the FSC Pledge Agreement, Transfer any shares of Company Common Stock that are not pledged pursuant to the FSC Pledge Agreement, and (b) deposit the proceeds from the Transfer of any shares of Company Common Stock that are pledged pursuant to the FSC Pledge Agreement in the FSC Collateral Account in accordance with the terms of the FSC Control Agreement.

Section 2.04          Stock Dividends, etc . If between the date of this Agreement and the Closing the issued and outstanding Company Common Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the terms “ Owned Stock ” and “ Subject Stock ” shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Section 2.05          Disclosure . Each Stockholder hereby authorizes the Company and Buyer to publish and disclose in any announcement or disclosure required by the SEC and in the proxy statement and filings with any Governmental Entity such Stockholder’s identity and ownership of the Subject Stock and the nature of such Stockholder’s obligations under this Agreement. Buyer hereby authorizes each Stockholder and the Company (as a third party beneficiary hereof) to disclose in any disclosure required by any Governmental Entity the identity of Buyer and the nature of Buyer’s obligations under this Agreement.

Section 2.06          Fiduciary Responsibilities . Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Stockholder solely in its capacity as a holder of Subject Stock and not in any other capacity. Nothing in this Agreement shall limit, restrict or affect the rights and obligations of Leonard M. Tannenbaum in his capacity as a director or officer of FSAM or in his capacity as a trustee or fiduciary of any Stockholder, whether in connection with the Asset Purchase Agreement or otherwise; provided that nothing in the foregoing shall affect the enforceability of the obligations of the Stockholders under this Agreement.

Section 2.07          Standstill . Following the Closing, each Stockholder agrees that neither such Stockholder nor any of its controlled Affiliates will (and neither such Stockholder nor they will assist or encourage others to), directly or indirectly: (a) except as permitted pursuant to Section 2.04 , acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any Subsidiary thereof, or of any successor to or Person in control of the Company, any of the assets or businesses of the Company, or any Subsidiary or division thereof or of any such successor or controlling Person or any bank debt, claims or other obligations of the Company or any rights or options to acquire such ownership (including from a third party); (b) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s board of directors, or solicit, or participate in the “solicitation” of, any “proxies” (as such terms are used in the Exchange Act) or consents with respect to any securities of the Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, acquisition, tender or exchange offer, recapitalization, restructuring or other extraordinary transaction involving the Company, or any of its Subsidiaries or their securities or assets; (d) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (e) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any announcement with respect to any of the foregoing; (f) disclose (whether or not publicly) any intention, plan or arrangement with respect to any of the foregoing; (g) take any action that might result in the Company being obligated to make a public announcement regarding any of the foregoing; or (h) request Buyer or any of its Representatives, directly or indirectly, to amend, waive or terminate any provision of this Section 2.07 . Nothing in this Section 2.07 shall prevent a Stockholder from having non-public communications with Representatives of Buyer serving as officers of the Company regarding the Company’s performance and business strategy. Each Stockholder further agrees that it shall not, and shall cause its controlled Affiliates and its Representatives not to, make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, that is inconsistent with any of the foregoing.

Section 2.08          Other Covenants .

(a)          Each Stockholder agrees upon receipt of written inquiry from Buyer to promptly notify Buyer in writing of the number of any additional Company Securities of which such Stockholder becomes the “beneficial owner” after the date hereof and during the term of this Agreement (collectively, “ Additional Securities ”); provided that, for the avoidance of doubt, any such acquisition of Additional Securities shall be in accordance with Section 2.07 and any Additional Securities shall automatically be subject to the applicable terms and conditions of this Agreement as though owned by such Stockholder on the date hereof.

(b)          From and after the Closing, Buyer agrees not to provide, or cause or procure to be provided, to any Stockholder any material non-public information regarding the Company or its Subsidiaries, except as required or requested to be provided to such Stockholder pursuant to the terms of the Asset Purchase Agreement or the Transition Services Agreement or as may be provided to such Stockholder in connection with the defense of any Action against Buyer or its Affiliates arising out of or relating to the Asset Purchase Agreement, the Transition Services Agreement or the transactions contemplated thereby. In the event Buyer does provide any material non-public information regarding the Company to a Stockholder in violation of the foregoing sentence, Buyer shall use commercially reasonable efforts to promptly make public, or cause the Company to promptly make public, such material non-public information regarding the Company that was provided to the Stockholder.

Article III

Representations and Warranties of Each Stockholder

Each Stockholder hereby represents and warrants (as respects itself), severally and not jointly, to Buyer that:

Section 3.01          Organization . To the extent such Stockholder is not an individual, such Stockholder is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization.

Section 3.02          Ownership of Owned Stock . Such Stockholder is the beneficial owner of the Owned Stock, free and clear of all Encumbrances, except for any Encumbrance created by this Agreement, those imposed by applicable securities Laws or, in the case of FSH, pledges of its Subject Stock under the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of such Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter). As of the date of this Agreement, such Stockholder does not beneficially own (within the meaning of Section 13 of the Exchange Act) any Company Securities other than the Owned Stock. Such Stockholder has the sole right to vote the Owned Stock, and, except as contemplated by this Agreement, none of the Owned Stock is subject to any voting trust or other agreement with respect to the voting of such Owned Stock. Other than as contemplated by the first sentence of this Section 3.02 , such Stockholder has the sole right to dispose of the Owned Stock with no restrictions, subject to applicable securities Laws, on its rights of disposition of such Owned Stock. As of the date of this Agreement, except as contemplated by this Agreement and the Asset Purchase Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer, pledge, assign or otherwise dispose of (collectively, “ Transfer ”) or cause to be Transferred any Owned Stock or otherwise relating to the Transfer of any Owned Stock and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Owned Stock.

Section 3.03          Authority for Agreement . To the extent such Stockholder is not an individual, such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Stockholder of this Agreement, and the performance by such Stockholder of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Buyer and the other Stockholders, constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.04          No Conflicts; Governmental Approvals .

(a)          The execution and delivery of this Agreement by each Stockholder do not, and the performance by each Stockholder of its obligations hereunder will not, (i) to the extent such Stockholder is not an individual, conflict with or violate any provision of the Organizational Documents of such Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.03(a) , conflict with or violate any Law applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Stockholder is entitled under, any Contract to which such Stockholder is a party or by which such Stockholder, or any property or asset of such Stockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of such Stockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of such Stockholder to perform its obligations hereunder.

(b)          The execution and delivery of this Agreement by each Stockholder do not, and the performance by each Stockholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Entity, except for consents, approvals, authorizations and waivers contemplated by Sections 4.3 and 5.3 of the Asset Purchase Agreement, to the extent applicable.

Article IV

Representations and Warranties of Buyer

Buyer hereby represents and warrants to the Stockholders that:

Section 4.01          Organization . Buyer is a limited partnership, duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of Delaware.

Section 4.02          Authority, Execution and Delivery; Enforceability . Buyer has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Buyer of this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of Buyer are necessary to authorize this Agreement or to performance by Buyer of its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited against Buyer by the Enforceability Exceptions.

Section 4.03          No Conflicts; Governmental Approvals .

(a)          The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder will not, (i) conflict with or violate any provision of the Organizational Documents of Buyer, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a) , conflict with or violate any Law applicable to Buyer or by which any property or asset of Buyer is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer is entitled under, any Contract to which Buyer is a party or by which Buyer, or any property or asset of Buyer, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of Buyer, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of Buyer to perform its obligations hereunder.

(b)          The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Entity, except for consents, approvals, authorizations and waivers contemplated by Sections 4.3 and 5.3 of the Asset Purchase Agreement, to the extent applicable.

Article V

TERMINATION, AMENDMENT AND WAIVER

Section 5.01          Termination . This Agreement and all rights and obligations of the parties hereunder shall automatically terminate, without further action by any party hereto, upon the earliest of (a) the date that is six (6) months following the termination of the Asset Purchase Agreement pursuant to (i) Section 9.1(a)(iv)(B) thereof (as a result of a material breach of Section 6.2(c) or Section 6.2(d) thereof) or (ii) Section 9.1(a)(iii) thereof or Section 9.1(a)(v) thereof at a time when the condition to Closing in Section 7.1(c) thereof was not satisfied, (b) the date of termination of the Asset Purchase Agreement pursuant to any provision of Section 9.1 thereof other than as specified in clause (a) above, (c) from and after the Closing, the date on which neither Oaktree Capital Management, L.P. nor any of its Affiliates serves as an investment adviser to the Company, (d) with respect to any Stockholder, the date on which such Stockholder ceases to own any Subject Stock and (e) with respect to any Stockholder, the mutual written agreement of such Stockholder and Buyer (such earliest date, the “ Expiration Date ”); provided that any claims for breaches of this Agreement that occur prior to the Expiration Date shall survive any termination or expiration of this Agreement until such claims have been finally determined by a court of competent jurisdiction.

Section 5.02          Effect of Termination . In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Buyer or the applicable Stockholders, except that the provisions of this Section 5.02 and Article VI to the extent applicable hereto shall survive termination.

Section 5.03          Amendment; Waiver . Subject to Section 5.01(e) , this Agreement may not be amended, changed or supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the parties. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Article VI

General Provisions

Section 6.01          Notices . Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile ( provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice):

if to Buyer, to:

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th floor

Los Angeles, CA 90071
Fax: (213) 830-6293
Attention (email): Matt Pendo (mpendo@oaktreecapital.com)

with a copy to (which shall not constitute notice hereunder and may be transmitted by email):

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Fax: (212) 455-2502
Attention (email): Gary I. Horowitz (ghorowitz@stblaw.com)

and

Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington, DC 20001
Fax: (202) 636-5502

Attention (email): Rajib Chanda (rajib.chanda@stblaw.com)      

if to a Stockholder, to:

The address and facsimile set forth opposite such Stockholder’s name on Schedule I .

Section 6.02          Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement.

Section 6.03          Assignment; Binding Effect; Severability . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Section 6.04          Specific Performance . The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that, without posting a bond or other undertaking, the parties hereto shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Courts, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party hereto will allege, and each party hereto hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties hereto further agree that (a) by seeking any remedy provided for in this Section 6.04 , a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to such party hereto under this Agreement and (b) nothing contained in this Section 6.04 shall require any party hereto to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 6.04 before exercising any other right under this Agreement.

Section 6.05          Governing Law . This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Section 6.06          Consent to Jurisdiction . Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“ Delaware Courts ”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 6.01 or in any other manner permitted by applicable Law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

Section 6.07          Waiver of Jury Trial . EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER THE OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 6.07 . ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.08          Third Party Beneficiaries . Except as otherwise expressly provided herein, no provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 6.09          Counterparts . This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

[ The remainder of this page is intentionally left blank .]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

[Signature Page to the FSC Shares Voting Agreement]

[Signature Page to the FSC Shares Voting Agreement]

* Leonard M. Tannenbaum is deemed to beneficially own all Company Common Stock reported in this Schedule I.

EXHIBIT A

Form of Big Boy Letter

Form of Big Boy Letter

[_____], 20[__]

[Stockholder]
[Address]

Attention: [_____]

[Buyer]

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th floor

Los Angeles, CA 90071

Attention: General Counsel

Ladies and Gentleman:

Reference is made to the Voting Agreement, dated as of July 13, 2017 (the “ Voting Agreement ”), by and among [_____] ¹ (“ Buyer ”), [_____] (“ Stockholder ”) and the other stockholders party thereto (as amended, restated, supplemented or otherwise modified from time to time). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Voting Agreement. In connection with the purchase by Buyer of the shares of Company Common Stock set forth on Schedule I hereto (the “ Transferred Shares ”) from Stockholder pursuant to the Voting Agreement, Stockholder hereby represents and warrants to Buyer on the date hereof as follows:

1.           Stockholder (a) acknowledges that Buyer (and/or one or more its Affiliates) serves as investment adviser to Fifth Street Finance Corp. (the “ Company ”) and that one or more employees, representatives or designees of Buyer serves as a member of the board of directors of the Company and as a result currently has, or may have access to, material non-public information concerning the Company that may not be known to Stockholder and that may be material to a decision to sell the Transferred Shares at the purchase price established pursuant to the Voting Agreement (“ Stockholder Excluded Information ”) and (b) acknowledges and agrees that (i) Stockholder has determined to sell the Transferred Shares notwithstanding its lack of knowledge of the Stockholder Excluded Information and (ii) Buyer shall have no liability to Stockholder, Stockholder’s directors, officers, employees, partners, members, stockholders, controlling persons, agents or other representatives. Stockholder expressly waives and releases any claims that it might have against Buyer, whether under applicable Law or otherwise, with respect to the nondisclosure of the Stockholder Excluded Information in connection with the sale of the Transferred Shares. Stockholder Excluded Information may include information relating to the Company’s financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, proposals, prospects, plans, contract performance, potential contracts and bids. The Stockholder acknowledges that, in connection with the purchase by Buyer of the Transferred Shares from Stockholder pursuant to the Voting Agreement, (x) it has not relied in any way upon any statement or omission of Buyer, (y) Buyer has no obligation to disclose any Stockholder Excluded Information, and (z) Buyer has no fiduciary duty of any kind to Stockholder.

¹ Insert name of affiliate of Oaktree Capital Management, L.P. that is purchasing the Transferred Shares.

2.           Stockholder acknowledges that it (a) is a sophisticated seller with respect to the sale of the Transferred Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the sale of the Transferred Shares, (b) has adequate information concerning the business, financial condition and results of operation of the Company to make an informed decision regarding the sale of the Transferred Shares and (c) has independently and without reliance upon Buyer, and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into the sale transaction referenced herein. Stockholder acknowledges that Buyer has not given Stockholder any investment advice, information or opinion on whether the sale of the Transferred Shares is prudent.

3.           Stockholder acknowledges that the Buyer is relying on this letter in engaging in the purchase of the Transferred Shares from Stockholder and would not engage in such purchase in the absence of this letter and the acknowledgements and agreements contained herein. Nothing contained herein shall limit any of Buyer’s or Stockholder’s rights or obligations under any trade confirmation or assignment agreement to be entered into between Buyer and Stockholder with respect to the purchase of the Transferred Shares.

4.           This letter may not be amended, altered or modified except by a written instrument executed by each of the parties hereto. If any term, provision, covenant or restriction of this letter is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this letter shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Whenever the words “include,” “includes” or “including” are used in this letter they shall be deemed to be followed by the words “without limitation.”

5.           This letter, and all claims or causes of action (whether in contract, tort or otherwise) arising out of or relating to the terms of this letter or the negotiation, execution or performance of this letter shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“ Delaware Courts ”), and any appellate court from any decision thereof, in any action, claim, dispute, litigation or other proceeding (“ Action ”) arising out of or relating to this letter, including the negotiation, execution or performance of this letter, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this letter or the negotiation, execution or performance of this letter in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR BE RELATED TO THE TERMS OF THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS LETTER OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS LETTER.

6.           This letter may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

Schedule I

Transferred Shares

[_____]

Exhibit 1.3

EXECUTION VERSION

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “ Agreement ”), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“ Buyer ”), and each of the stockholders set forth on Schedule I (each, a “ Stockholder ” and, collectively, the “ Stockholders ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Fifth Street Management LLC, a Delaware limited liability company (“ Seller ”), and, solely for the purposes set forth therein, Fifth Street Asset Management Inc., a Delaware corporation (“ FSAM ”), and, solely for the purposes set forth therein, Fifth Street Holdings L.P., a Delaware limited partnership (“ FSH ”), are entering into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) providing for, among other things, (a) the entry by Buyer into the New Investment Advisory Agreements and Buyer BDC Administrator into the New Administration Agreements with Fifth Street Finance Corp., a Delaware corporation, and Fifth Street Senior Floating Rate Corp., a Delaware corporation (the “ Company ”) and (b) (i) the sale, transfer, conveyance and assignment to Buyer of the Transferred Assets and (ii) Buyer becoming responsible for the Buyer Post-Closing Liabilities, in each case, pursuant to the terms and subject to the conditions set forth in the Asset Purchase Agreement;

WHEREAS, as of the date hereof, each Stockholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “ Exchange Act ”)) and is entitled to vote and dispose of the number of shares of common stock, each par value $0.01 per share, of the Company (the “ Company Common Stock ”) set forth opposite such Stockholder’s name on Schedule I (with respect to such Stockholder and until disposed of by such Stockholder in accordance with Section 2.02 , the “ Owned Stock ”, together with any additional Company Securities (as defined below) of which such Stockholder becomes the “beneficial owner” after the date hereof and during the term of this Agreement, the “ Subject Stock ”); and

WHEREAS, in connection with the execution and delivery of the Asset Purchase Agreement, as a condition of and inducement to Buyer’s willingness to enter into the Asset Purchase Agreement, Buyer and each Stockholder desire to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Article I

DEFINITIONS; Interpretation

Section 1.01          Definitions .

(a)          “ Acceptable Person ” means any investment fund managed by Ameriprise Financial, Fidelity Investments, Invesco, Legg Mason, Loomis Sayles, Neuberger Berman, Principal Financial Group, T. Rowe Price, Thornburg Investment Management or Vanguard or any controlled Affiliate thereof.

(b)          “ Company Securities ” means (i) shares of Company Common Stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable or exercisable for shares of Company Common Stock or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any Company Common Stock or other voting securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for Company Common Stock or other voting securities or ownership interests in, the Company or (iv) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities, swaps or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Company Common Stock or other voting securities of, or ownership interests in, the Company; provided , that the limited partnership interests of FSH and shares of Class A Common Stock and Class B Common Stock of FSAM shall in no event constitute Company Securities.

Section 1.02          Interpretation .

(a)          Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:

(i)          The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(ii)         When a reference is made in this Agreement to an article, section, paragraph, or schedule, such reference shall be to an article, section, paragraph, or schedule of this Agreement.

(iii)        Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(iv)        The words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(v)         The word “or” shall not be exclusive.

(vi)        The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(vii)      A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(viii)     A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.

(ix)        A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).

(x)         A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(xi)         The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

(xii)        All schedules are incorporated in and made a part of this Agreement as if set forth in full herein.

Article II

Covenants of Stockholders

Section 2.01          Agreement to Vote.

(a)          Each Stockholder agrees that at each meeting of the stockholders of the Company prior to Closing, including each meeting called to approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions, and each meeting of the stockholders of the Company after the Closing (each such meeting, a “ Stockholders Meeting ”), (i) when each such Stockholder Meeting is held, such Stockholder shall appear at such meeting or otherwise cause the Subject Stock beneficially owned by it to be counted as present thereat for the purpose of establishing a quorum, (ii) such Stockholder shall vote or cause to be voted at each such Stockholder Meeting such Subject Stock in accordance with the written instruction of Buyer ( provided , that, with respect to any proposal to approve the FSFR Investment Advisory Agreement, Buyer’s written instructions in respect of the FSFR Investment Advisory Agreement shall be in favor of approval of such agreements and in respect of the election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a later date for lack of quorum or if there are insufficient votes to approve the FSFR Investment Advisory Agreement or any other recommendations of Buyer and (iv) such Stockholder shall vote against any proposal for a Person other than Buyer to become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) of the Company and against the election of any directors that Buyer has notified such Stockholder in writing are not acceptable to Buyer. For the avoidance of doubt, each Stockholder shall retain at all times following the termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the holders of Company Common Stock following the termination of this Agreement.

(b)          Each Stockholder hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any action that would restrict or interfere with such Stockholder’s obligations pursuant to this Agreement other than, in the case of FSH, as contemplated under the Sumitomo Facility upon exercise of remedies by the collateral agent or the lenders thereunder. For purposes of this Agreement, “ Sumitomo Facility ” shall mean, collectively, the Sumitomo Credit Agreement, the Sumitomo Security Agreement and the other collateral documents related thereto.

(c)          Nothing contained in this Agreement shall be deemed to vest in Buyer any direct or indirect ownership or incidence of ownership of any Subject Stock. All rights, ownership and economic benefits of and relating to the Subject Stock shall remain vested in and belong to the Stockholders.

Section 2.02          Grant of Irrevocable Proxy; Appointment of Proxy .

(a)          From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a) ; provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a) ; provided , further , that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto.

(b)          Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility.

(c)          Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a) . The parties agree that the foregoing is a voting agreement.

Section 2.03          Transfer and Other Restrictions .

(a)          Without Buyer’s prior written consent, the Stockholders shall not, directly or indirectly, (i) transfer, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the laws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSFR Pledge Agreement) or (C) in the case of FSH, (x) pledges of its Subject Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i) , the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “ Permitted Transferee ”), or (ii) other than as expressly contemplated by Section 2.02 , enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any Subject Stock (other than pursuant to the FSFR Pledge Agreement, if applicable); provided that no such Transfer to a Permitted Transferee permitted hereunder shall relieve a Stockholder from its obligations under this Agreement, other than with respect to Subject Stock Transferred in accordance with this Section 2.03(a) .

(b)          Notwithstanding anything to the contrary in Section 2.03(a) , subject to complying with Section 2.03(c) , from and after the Closing, the Stockholders may (i) Transfer shares of Company Common Stock to any Acceptable Person after complying with Section 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) collectively in any period of forty-five (45) consecutive days Transfer up to an aggregate of one percent (1.0%) of the outstanding shares of Company Common Stock (based upon the last publicly reported count of shares of Company Common Stock by the Company as of the first day of such forty-five (45) day period) (the “ Share Threshold ”) without the prior written consent of Buyer in accordance with applicable Law either (A) in open market transactions effected only pursuant to (x) a Rule 10b5-1 Plan, or (y) a limit order executed by a broker in compliance with Section 2.03(c)(ii) , or (B) in a private transaction or transactions involving one or more Specified Persons (other than any Acceptable Person) in compliance with Section 2.03(c)(iii) (in each case, an “ Authorized Transfer ”). With respect to any Rule 10b5-1 Plan, subject to complying with Section 2.03(c) , a Stockholder may deliver an Open Market Notice (as defined below) following the date of the Stockholders Meeting where the Company’s stockholders approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions so long as Transfers cannot be initiated under such Rule 10b5-1 Plan until the second (2nd) Business Day after the Closing Date. Transfers to any Acceptable Person or to Buyer or its Affiliates shall not count against the Share Threshold for any period. Any other Transfer (other than pursuant to Section 2.03(a) ) shall require the prior written consent of Buyer. To the extent that the Buyer at any time approves the sale of shares of Company Common Stock by a Stockholder in any forty-five (45) day period in excess of the applicable Share Threshold, such excess shares shall not reduce the calculation of the Share Threshold for any other forty-five (45) day period, except to the extent Buyer and such Stockholder otherwise agree in writing. For purposes of this Agreement, (i) “ Specified Person ” shall mean with respect to any Authorized Transfer pursuant to Section 2.03(c)(iii) , any Person who, as of the Business Day immediately prior to the date of such Transfer, has not filed and will not, as a result of such Transfer, be required to file, a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the issued and outstanding shares of Company Common Stock, and (ii) “ Rule 10b5-1 Plan ” means a plan, contract or instructions entered into or given by a Stockholder that is intended to be of the type of plan, contract or instructions contemplated by Rule 10b5-1 under the Exchange Act. Any Subject Stock Transferred in accordance with the applicable provision of this Section 2.03(b) and Section 2.03(c) shall cease to be Subject Stock.

(c)           Open Market Offer; Right of First Refusal .

(i)          If a Stockholder proposes to make an Authorized Transfer, such Stockholder shall first make an offering of such shares of Company Common Stock to Buyer in accordance with the provisions of Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable.

(ii)         If a Stockholder proposes to Transfer Subject Stock in the open market pursuant to a Rule 10b5-1 Plan or a limit order executed by a broker:

(1)         The Stockholder shall give written notice (the “ Open Market Notice ”) to Buyer stating its bona fide intention to enter into a Rule 10b5-1 Plan or to instruct a broker to execute a limit order in the open market, as applicable, and specifying (A) the number of shares of Company Common Stock which the Stockholder proposes to sell pursuant to such Rule 10b5-1 Plan or limit order (the “ Open Market Shares ”) and (B) the lowest price per share of Company Common Stock at which such Stockholder will sell such Open Market Shares pursuant to such Rule 10b-5-1 Plan or limit order (the “ Open Market Limit Price ”) and provide a copy of such Rule 10b5-1 Plan or limit order to Buyer.

(2)         Upon the later of receipt of the Open Market Notice and a copy of such Rule 10b5-1 Plan or limit order, Buyer shall have one (1) Business Day (the “ Open Market Offer Notice Period ”) to offer to purchase some or all of the Open Market Shares by delivering a written notice (an “ Open Market Offer Notice ”) to the Stockholder that delivered the Open Market Notice stating the number of Open Market Shares it has elected to purchase at a purchase price per share equal to the Open Market Limit Price; provided that, in the case of any Open Market Offer Notice delivered pursuant to the second sentence of Section 2.03(b) , Buyer shall have one (1) Business Day after the Closing Date to deliver an Open Market Offer Notice with respect to the Open Market Shares set forth in such Open Market Offer Notice. Upon the delivery of an Open Market Offer Notice pursuant to this clause (2) or clause (3) below, Buyer shall then be obligated to purchase, and the Stockholder shall then be obligated to sell, the Open Market Shares specified in such notice at a price per share equal to the Open Market Limit Price on the terms and conditions above and as contemplated by clauses (iv) and (v) of this Section 2.03(c) .

(3)         If no Open Market Offer Notice is received prior to the end of the Open Market Offer Notice Period (or if an Open Market Offer Notice proposes to purchase less than all of the Open Market Shares, the remaining Open Market Shares) then the Stockholder may (A) in the case of the establishment of a Rule 10b5-1 Plan, commit to sell the applicable Open Market Shares pursuant to a Rule 10b5-1 Plan at a price per Open Market Share that is no less than the Open Market Limit Price and thereafter such Open Market Shares shall not be subject to the restrictions on Transfer set forth in this Section 2.03(c)(ii) so long as they remain subject to the Rule 10b5-1 Plan or (B) in the case of a limit order, instruct a broker or brokers to execute the order with respect to the Open Market Shares (which may be sold in the open market at a price per Open Market Share that is no less than the Open Market Limit Price without further restriction under this Section 2.03(c)(ii) during the duration of such limit order); provided that, for so long as any such Open Market Shares remain unsold during the duration of such Rule 10b5-1 Plan or limit order, Buyer shall have the right to purchase any such Open Market Shares at the higher of (x) the Open Market Limit Price and (y) the closing price of shares of Company Common Stock on Nasdaq (or any successor primary market) as of the Business Day immediately prior to the date of purchase minus $0.10 (such higher price, the “ Interim Offer Price ”) by delivering to such Stockholder an Open Market Offer Notice stating the number of Open Market Shares it has elected to purchase at the Interim Offer Price. If the Stockholder does not enter into a Rule 10b5-1 Plan or instruct a broker with respect to a limit order within five (5) Business Days of the date of receipt of the Open Market Notice by Buyer, then the rights and obligations provided under this Section 2.03(c) shall be deemed to be revived and the applicable Open Market Shares shall not be offered unless first reoffered to Buyer in accordance with Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable. For the avoidance of doubt, the applicable Stockholder shall not Transfer any shares of Company Common Stock pursuant to this Section 2.03(c)(ii) at a price per share that is less than the Open Market Limit Price.

(4)         If no Person has, as of the Business Day immediately prior to the date of a Transfer to be made by an order executed by a broker, filed a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock, and such Transfer will be executed through a broker via voice trade (including in the case where a broker seeks to execute a block trade where the proposed transferee did not directly contact, and was not specifically contacted by, or at the direction of, a Stockholder), the Stockholder will cause the executing broker to confirm that the proposed transferee is not, and will not become as a result of such Transfer, a holder of more than five percent (5%) of the issued and outstanding shares of Company Common Stock. To the extent that any Person has, as of the Business Day immediately prior to the date of a Transfer to be made by an order executed by a broker, filed a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock, the Stockholders shall not execute any such Transfer electronically and shall only execute such Transfer through a broker via voice trade where the broker has confirmed that the proposed transferee is not, and will not become as a result of such Transfer, a holder of more than five percent (5%) of the issued and outstanding shares of Company Common Stock.

(iii)        If a Stockholder proposes to Transfer Subject Stock in a private transaction or transactions involving one or more Specified Persons or Acceptable Persons:

(1)         Such Stockholder shall give written notice (the “ Stockholder Notice ”) to Buyer stating its bona fide intention to sell the shares of Company Common Stock in such a transaction and providing (A) the number of shares of Company Common Stock which the Stockholder proposes to sell (the “ ROFR Shares ”) and whether the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares, (B) the per share purchase price in cash at which such Stockholder is prepared to Transfer such ROFR Shares to such Specified Person(s) or Acceptable Person(s) (the “ Sale Price ”), (C) the identity of the Specified Person(s) or Acceptable Person(s), (D) the proposed Transfer date, if known, (E) a copy of any written proposal or letter of intent or other agreement relating to the proposed Transfer and (F) all other material terms and conditions, if any, in connection with such proposed Transfer.

(2)         Upon receipt of the Stockholder Notice, Buyer shall have two (2) Business Days (the “ ROFR Notice Period ”) to elect to purchase all (and not less than all, unless the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares) of the ROFR Shares by delivering a written notice (a “ ROFR Purchase Notice ”) to the Stockholder that delivered the Stockholder Notice stating that it offers to purchase such ROFR Shares (or a portion of the ROFR Shares if the Specified Person(s) or Acceptable Person(s) is (are) willing to purchase less than all of the ROFR Shares) at the Sale Price and on the other terms and conditions set forth in the Stockholder Notice. Any ROFR Purchase Notice shall be binding upon delivery and irrevocable without the consent of the applicable Stockholder.

(3)         Upon the delivery of the ROFR Purchase Notice, Buyer shall then be obligated to purchase, and the Stockholder shall then be obligated to sell, the ROFR Shares specified in such notice at the Sale Price and on the other terms and conditions set forth in the Stockholder Notice and as contemplated by clauses (iv) and (v) of this Section 2.03(c) .

(4)         If Buyer does not deliver a ROFR Purchase Notice in accordance with Section 2.03(c)(iii)(2) , the Stockholder may, during the thirty (30) day period following the expiration of the ROFR Notice Period, enter into an agreement for the sale of all the ROFR Shares to any Specified Person or Acceptable Person at a price in cash not less than the Sale Price set forth in the applicable Stockholder Notice delivered by such Stockholder; provided that, if such Specified Person is not an Acceptable Person, such Specified Person shall represent and warrant to such Stockholder in such agreement that such Specified Person, as of the Business Day immediately prior to the date of such sale, has not filed and will not, as a result of such sale, be required to file, a Schedule 13D on EDGAR reporting ownership of more than five percent (5%) of the shares of Company Common Stock. If the Stockholder does not enter into an agreement for the sale of the ROFR Shares within such period or, if such agreement is not consummated within sixty (60) days of the execution thereof (which period shall be extended solely to the extent needed to obtain any required governmental approvals, provided that the Stockholder shall have used commercially reasonable efforts to obtain such approval in a timely manner), the rights and obligations provided under this Section 2.03(c) shall be deemed to be revived and such ROFR Shares shall not be offered unless first reoffered to Buyer in accordance with Section 2.03(c)(ii) or Section 2.03(c)(iii) , as applicable.

(iv)        In connection with the consummation of any Transfer of Company Common Stock pursuant to this Section 2.03(c) , upon Buyer’s written request, the Transferring Stockholder shall deliver to Buyer a “big boy” letter duly executed by such Stockholder in the form attached hereto as Exhibit A .

(v)         The closing of any Transfer of Company Common Stock to Buyer pursuant to this Section 2.03(c) shall be held, in the case of Section 2.03(c)(ii) , no later than five (5) Business Days after the delivery of the applicable Open Market Offer Notice and, in the case of Section 2.03(c)(iii) , no later than ten (10) Business Days after the delivery of the applicable Open Market Offer Notice or Stockholder Notice or at such other time as Buyer and the applicable Stockholder shall mutually agree in writing. Notwithstanding the foregoing, any obligation of Buyer and a Stockholder to participate in any Transfer of Company Common Stock pursuant to this Section 2.03(c) shall in all cases be conditioned on (A) receipt of any regulatory approvals required under applicable Law and (B) satisfaction of all other legal requirements (clauses (A) and (B), collectively, the “ Conditions ”), with the closing date for such Transfer of Company Common Stock not to occur until at least five (5) Business Days after receipt of any such regulatory approvals and satisfaction of such other legal requirements, unless otherwise agreed in writing by Buyer and such Stockholder. Each party agrees to use its commercially reasonable efforts to secure any regulatory approvals required under applicable Law in connection with any Transfer of Company Common Stock to Buyer hereunder. If the Conditions are not satisfied within thirty (30) days of Buyer’s delivery of an Open Market Offer Notice or a ROFR Purchase Notice, as applicable, then Buyer shall be deemed to have not delivered such notice and a Stockholder shall be permitted to Transfer Company Common Stock pursuant to the terms of Section 2.03(c)(ii)(3) or Section 2.03(c)(iii)(4) , as applicable. At any closing involving the Transfer of Company Common Stock to Buyer, a Stockholder shall deliver its Company Common Stock being Transferred under this Section 2.03 , duly endorsed, or accompanied by written instruments of Transfer in form reasonably satisfactory to Buyer and duly executed by such Stockholder. Such Company Common Stock shall be free and clear of all Encumbrances (other than Encumbrances created by applicable Law (including securities Laws) or by this Agreement), such Stockholder shall have good and valid title thereto and be the sole record owner thereof, and such Stockholder shall so represent and warrant in writing to Buyer.

(vi)        Each Stockholder shall promptly notify Buyer in writing after such Stockholder (A) has Transferred any shares of Company Common Stock to any Person or (B) becomes aware of any change to the information with respect to such Stockholder set forth in the Schedule 13D (as may be amended from time to time) to be filed with the SEC by Buyer or any of its Affiliates with respect to the shares of Company Common Stock beneficially owned by such Stockholder.

(vii)       In connection with a proposed Transfer of Company Common Stock to which this Section 2.03(c) applies, Buyer may at any time at its option assign its rights under this Section 2.03(c) to, and substitute, any Affiliate for itself to act as the purchaser or to exercise any other right of Buyer, or to satisfy any obligation of Buyer, under this Section 2.03(c) , provided that no such assignment shall relieve Buyer of any of its obligations hereunder.

(viii)      Notwithstanding anything to the contrary in this Section 2.03(c) , to the extent that FSH Transfers any shares of Company Common Stock pursuant to this Section 2.03(c) , FSH shall (a) first, Transfer any such shares that are pledged pursuant to the FSFR Pledge Agreement and, second, once all such shares have been Transferred or FSH no longer holds any shares of Company Common Stock that are pledged pursuant to the FSFR Pledge Agreement, Transfer any shares of Company Common Stock that are not pledged pursuant to the FSFR Pledge Agreement, and (b) deposit the proceeds from the Transfer of any shares of Company Common Stock that are pledged pursuant to the FSFR Pledge Agreement in the FSFR Collateral Account in accordance with the terms of the FSFR Control Agreement.

Section 2.04          Stock Dividends, etc .   If between the date of this Agreement and the Closing the issued and outstanding Company Common Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the terms “ Owned Stock ” and “ Subject Stock ” shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Section 2.05          Disclosure . Each Stockholder hereby authorizes the Company and Buyer to publish and disclose in any announcement or disclosure required by the SEC and in the proxy statement and filings with any Governmental Entity such Stockholder’s identity and ownership of the Subject Stock and the nature of such Stockholder’s obligations under this Agreement. Buyer hereby authorizes each Stockholder and the Company (as a third party beneficiary hereof) to disclose in any disclosure required by any Governmental Entity the identity of Buyer and the nature of Buyer’s obligations under this Agreement.

Section 2.06          Fiduciary Responsibilities . Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Stockholder solely in its capacity as a holder of Subject Stock and not in any other capacity. Nothing in this Agreement shall limit, restrict or affect the rights and obligations of Leonard M. Tannenbaum in his capacity as a director or officer of FSAM or in his capacity as a trustee or fiduciary of any Stockholder, whether in connection with the Asset Purchase Agreement or otherwise; provided that nothing in the foregoing shall affect the enforceability of the obligations of the Stockholders under this Agreement.

Section 2.07          Standstill . Following the Closing, each Stockholder agrees that neither such Stockholder nor any of its controlled Affiliates will (and neither such Stockholder nor they will assist or encourage others to), directly or indirectly: (a) except as permitted pursuant to Section 2.04 , acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any Subsidiary thereof, or of any successor to or Person in control of the Company, any of the assets or businesses of the Company, or any Subsidiary or division thereof or of any such successor or controlling Person or any bank debt, claims or other obligations of the Company or any rights or options to acquire such ownership (including from a third party); (b) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s board of directors, or solicit, or participate in the “solicitation” of, any “proxies” (as such terms are used in the Exchange Act) or consents with respect to any securities of the Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, acquisition, tender or exchange offer, recapitalization, restructuring or other extraordinary transaction involving the Company, or any of its Subsidiaries or their securities or assets; (d) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (e) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any announcement with respect to any of the foregoing; (f) disclose (whether or not publicly) any intention, plan or arrangement with respect to any of the foregoing; (g) take any action that might result in the Company being obligated to make a public announcement regarding any of the foregoing; or (h) request Buyer or any of its Representatives, directly or indirectly, to amend, waive or terminate any provision of this Section 2.07 . Nothing in this Section 2.07 shall prevent a Stockholder from having non-public communications with Representatives of Buyer serving as officers of the Company regarding the Company’s performance and business strategy. Each Stockholder further agrees that it shall not, and shall cause its controlled Affiliates and its Representatives not to, make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, that is inconsistent with any of the foregoing.

Section 2.08          Other Covenants .

(a)          Each Stockholder agrees upon receipt of written inquiry from Buyer to promptly notify Buyer in writing of the number of any additional Company Securities of which such Stockholder becomes the “beneficial owner” after the date hereof and during the term of this Agreement (collectively, “ Additional Securities ”); provided that, for the avoidance of doubt, any such acquisition of Additional Securities shall be in accordance with Section 2.07 and any Additional Securities shall automatically be subject to the applicable terms and conditions of this Agreement as though owned by such Stockholder on the date hereof.

(b)          From and after the Closing, Buyer agrees not to provide, or cause or procure to be provided, to any Stockholder any material non-public information regarding the Company or its Subsidiaries, except as required or requested to be provided to such Stockholder pursuant to the terms of the Asset Purchase Agreement or the Transition Services Agreement or as may be provided to such Stockholder in connection with the defense of any Action against Buyer or its Affiliates arising out of or relating to the Asset Purchase Agreement, the Transition Services Agreement or the transactions contemplated thereby. In the event Buyer does provide any material non-public information regarding the Company to a Stockholder in violation of the foregoing sentence, Buyer shall use commercially reasonable efforts to promptly make public, or cause the Company to promptly make public, such material non-public information regarding the Company that was provided to the Stockholder.

Article III

Representations and Warranties of Each Stockholder

Each Stockholder hereby represents and warrants (as respects itself), severally and not jointly, to Buyer that:

Section 3.01          Organization . To the extent such Stockholder is not an individual, such Stockholder is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization.

Section 3.02          Ownership of Owned Stock . Such Stockholder is the beneficial owner of the Owned Stock, free and clear of all Encumbrances, except for any Encumbrance created by this Agreement, those imposed by applicable securities Laws or, in the case of FSH, pledges of its Subject Stock under the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of such Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter). As of the date of this Agreement, such Stockholder does not beneficially own (within the meaning of Section 13 of the Exchange Act) any Company Securities other than the Owned Stock. Such Stockholder has the sole right to vote the Owned Stock, and, except as contemplated by this Agreement, none of the Owned Stock is subject to any voting trust or other agreement with respect to the voting of such Owned Stock. Other than as contemplated by the first sentence of this Section 3.02 , such Stockholder has the sole right to dispose of the Owned Stock with no restrictions, subject to applicable securities Laws, on its rights of disposition of such Owned Stock. As of the date of this Agreement, except as contemplated by this Agreement and the Asset Purchase Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer, pledge, assign or otherwise dispose of (collectively, “ Transfer ”) or cause to be Transferred any Owned Stock or otherwise relating to the Transfer of any Owned Stock and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Owned Stock.

Section 3.03          Authority for Agreement . To the extent such Stockholder is not an individual, such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Stockholder of this Agreement, and the performance by such Stockholder of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or the performance by such Stockholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Buyer and the other Stockholders, constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.04          No Conflicts; Governmental Approvals .

(a)          The execution and delivery of this Agreement by each Stockholder do not, and the performance by each Stockholder of its obligations hereunder will not, (i) to the extent such Stockholder is not an individual, conflict with or violate any provision of the Organizational Documents of such Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.03(a) , conflict with or violate any Law applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Stockholder is entitled under, any Contract to which such Stockholder is a party or by which such Stockholder, or any property or asset of such Stockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of such Stockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of such Stockholder to perform its obligations hereunder.

(b)          The execution and delivery of this Agreement by each Stockholder do not, and the performance by each Stockholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Entity, except for consents, approvals, authorizations and waivers contemplated by Sections 4.3 and 5.3 of the Asset Purchase Agreement, to the extent applicable.

Article IV

Representations and Warranties of Buyer

Buyer hereby represents and warrants to the Stockholders that:

Section 4.01          Organization . Buyer is a limited partnership, duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of Delaware.

Section 4.02          Authority, Execution and Delivery; Enforceability . Buyer has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Buyer of this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of Buyer are necessary to authorize this Agreement or to performance by Buyer of its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited against Buyer by the Enforceability Exceptions.

Section 4.03          No Conflicts; Governmental Approvals .

(a)          The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder will not, (i) conflict with or violate any provision of the Organizational Documents of Buyer, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a) , conflict with or violate any Law applicable to Buyer or by which any property or asset of Buyer is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Buyer is entitled under, any Contract to which Buyer is a party or by which Buyer, or any property or asset of Buyer, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any property or asset of Buyer, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to prohibit or materially impair the ability of Buyer to perform its obligations hereunder.

(b)          The execution and delivery of this Agreement by Buyer do not, and the performance by Buyer of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Entity, except for consents, approvals, authorizations and waivers contemplated by Sections 4.3 and 5.3 of the Asset Purchase Agreement, to the extent applicable.

Article V

TERMINATION, AMENDMENT AND WAIVER

Section 5.01          Termination . This Agreement and all rights and obligations of the parties hereunder shall automatically terminate, without further action by any party hereto, upon the earliest of (a) the date that is six (6) months following the termination of the Asset Purchase Agreement pursuant to (i) Section 9.1(a)(iv)(B) thereof (as a result of a material breach of Section 6.2(c) or Section 6.2(d) thereof) or (ii) Section 9.1(a)(iii) thereof or Section 9.1(a)(v) thereof at a time when the condition to Closing in Section 7.1(c) thereof was not satisfied, (b) the date of termination of the Asset Purchase Agreement pursuant to any provision of Section 9.1 thereof other than as specified in clause (a) above, (c) from and after the Closing, the date on which neither Oaktree Capital Management, L.P. nor any of its Affiliates serves as an investment adviser to the Company, (d) with respect to any Stockholder, the date on which such Stockholder ceases to own any Subject Stock and (e) with respect to any Stockholder, the mutual written agreement of such Stockholder and Buyer (such earliest date, the “ Expiration Date ”); provided that any claims for breaches of this Agreement that occur prior to the Expiration Date shall survive any termination or expiration of this Agreement until such claims have been finally determined by a court of competent jurisdiction.

Section 5.02          Effect of Termination . In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Buyer or the applicable Stockholders, except that the provisions of this Section 5.02 and Article VI to the extent applicable hereto shall survive termination.

Section 5.03          Amendment; Waiver . Subject to Section 5.01(e) , this Agreement may not be amended, changed or supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the parties. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Article VI

General Provisions

Section 6.01          Notices . Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile ( provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice):

if to Buyer, to:

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th floor

Los Angeles, CA  90071

Fax:  (213) 830-6293

Attention (email):  Matt Pendo (mpendo@oaktreecapital.com)

with a copy to (which shall not constitute notice hereunder and may be transmitted by email):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Fax:  (212) 455-2502

Attention (email): Gary I. Horowitz (ghorowitz@stblaw.com)

and

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington, DC 20001

Fax:  (202) 636-5502

Attention (email): Rajib Chanda (rajib.chanda@stblaw.com)

if to a Stockholder, to:

The address and facsimile set forth opposite such Stockholder’s name on Schedule I .

Section 6.02          Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement.

Section 6.03          Assignment; Binding Effect; Severability . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other parties, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties hereto. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Section 6.04          Specific Performance . The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that, without posting a bond or other undertaking, the parties hereto shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Courts, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party hereto will allege, and each party hereto hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties hereto further agree that (a) by seeking any remedy provided for in this Section 6.04 , a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to such party hereto under this Agreement and (b) nothing contained in this Section 6.04 shall require any party hereto to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 6.04 before exercising any other right under this Agreement.

Section 6.05          Governing Law . This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Section 6.06          Consent to Jurisdiction . Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“ Delaware Courts ”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 6.01 or in any other manner permitted by applicable Law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

Section 6.07          Waiver of Jury Trial . EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER THE OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 6.07 . ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.08          Third Party Beneficiaries . Except as otherwise expressly provided herein, no provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 6.09          Counterparts . This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

[ The remainder of this page is intentionally left blank .]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

[Signature Page to the FSC Shares Voting Agreement]

[ Signature Page to the FSC Shares Voting Agreement ]

* Leonard M. Tannenbaum is deemed to beneficially own all Company Common Stock reported in this Schedule I.

EXHIBIT A

Form of Big Boy Letter

Form of Big Boy Letter

[_____], 20[__]

[Stockholder]
[Address]

Attention: [_____]

[Buyer]

c/o Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th floor

Los Angeles, CA 90071

Attention: General Counsel

Ladies and Gentleman:

Reference is made to the Voting Agreement, dated as of July 13, 2017 (the “ Voting Agreement ”), by and among [_____] ¹ (“ Buyer ”), [_____] (“ Stockholder ”) and the other stockholders party thereto (as amended, restated, supplemented or otherwise modified from time to time). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Voting Agreement. In connection with the purchase by Buyer of the shares of Company Common Stock set forth on Schedule I hereto (the “ Transferred Shares ”) from Stockholder pursuant to the Voting Agreement, Stockholder hereby represents and warrants to Buyer on the date hereof as follows:

1.           Stockholder (a) acknowledges that Buyer (and/or one or more its Affiliates) serves as investment adviser to Fifth Street Finance Corp. (the “ Company ”) and that one or more employees, representatives or designees of Buyer serves as a member of the board of directors of the Company and as a result currently has, or may have access to, material non-public information concerning the Company that may not be known to Stockholder and that may be material to a decision to sell the Transferred Shares at the purchase price established pursuant to the Voting Agreement (“ Stockholder Excluded Information ”) and (b) acknowledges and agrees that (i) Stockholder has determined to sell the Transferred Shares notwithstanding its lack of knowledge of the Stockholder Excluded Information and (ii) Buyer shall have no liability to Stockholder, Stockholder’s directors, officers, employees, partners, members, stockholders, controlling persons, agents or other representatives. Stockholder expressly waives and releases any claims that it might have against Buyer, whether under applicable Law or otherwise, with respect to the nondisclosure of the Stockholder Excluded Information in connection with the sale of the Transferred Shares. Stockholder Excluded Information may include information relating to the Company’s financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, proposals, prospects, plans, contract performance, potential contracts and bids. The Stockholder acknowledges that, in connection with the purchase by Buyer of the Transferred Shares from Stockholder pursuant to the Voting Agreement, (x) it has not relied in any way upon any statement or omission of Buyer, (y) Buyer has no obligation to disclose any Stockholder Excluded Information, and (z) Buyer has no fiduciary duty of any kind to Stockholder.

¹ Insert name of affiliate of Oaktree Capital Management, L.P. that is purchasing the Transferred Shares.

2.           Stockholder acknowledges that it (a) is a sophisticated seller with respect to the sale of the Transferred Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the sale of the Transferred Shares, (b) has adequate information concerning the business, financial condition and results of operation of the Company to make an informed decision regarding the sale of the Transferred Shares and (c) has independently and without reliance upon Buyer, and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into the sale transaction referenced herein. Stockholder acknowledges that Buyer has not given Stockholder any investment advice, information or opinion on whether the sale of the Transferred Shares is prudent.

3.           Stockholder acknowledges that the Buyer is relying on this letter in engaging in the purchase of the Transferred Shares from Stockholder and would not engage in such purchase in the absence of this letter and the acknowledgements and agreements contained herein. Nothing contained herein shall limit any of Buyer’s or Stockholder’s rights or obligations under any trade confirmation or assignment agreement to be entered into between Buyer and Stockholder with respect to the purchase of the Transferred Shares.

4.           This letter may not be amended, altered or modified except by a written instrument executed by each of the parties hereto. If any term, provision, covenant or restriction of this letter is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this letter shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Whenever the words “include,” “includes” or “including” are used in this letter they shall be deemed to be followed by the words “without limitation.”

5.           This letter, and all claims or causes of action (whether in contract, tort or otherwise) arising out of or relating to the terms of this letter or the negotiation, execution or performance of this letter shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“ Delaware Courts ”), and any appellate court from any decision thereof, in any action, claim, dispute, litigation or other proceeding (“ Action ”) arising out of or relating to this letter, including the negotiation, execution or performance of this letter, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this letter or the negotiation, execution or performance of this letter in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR BE RELATED TO THE TERMS OF THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS LETTER OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS LETTER.

6.           This letter may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

Schedule I

Transferred Shares

[_____]

Exhibit 1.4

EXECUTION VERSION

WAIVER AND TERMINATION OF

TAX RECEIVABLES AGREEMENT

July 13, 2017

Each of the undersigned (together, the “ Partners ”), Fifth Street Asset Management Inc. (“ FSAM ”) and Fifth Street Holdings L.P. (“ Holdings ”) hereby recognizes and agrees to the following:

WHEREAS, Fifth Street Management LLC (“ Seller ”) has entered into the Asset Purchase Agreement (the “ APA ”) by and among Seller, Oaktree Capital Management, L.P. (“ Buyer ”), FSAM and Holdings, dated as of July 13, 2017;

WHEREAS, the consummation of the purchase and sale of assets contemplated by the APA (the “ Asset Sale ”) may result in a “Change of Control” as defined in the Tax Receivable Agreement, dated as of October 29, 2014 by and among FSAM, Holdings, Leonard M. Tannenbaum, Bernard D. Berman and Ivelin M. Dimitrov (Mr. Tannenbaum, Mr. Berman and Mr. Dimitrov, the “ Principals ”, and such agreement, the “TRA”);

WHEREAS, upon the occurrence of such a Change of Control, certain Valuation Assumptions (as defined in the TRA) are triggered; and

WHEREAS, the TRA may be amended in writing by FSAM, Holdings and by Principals who would be entitled to receive at least two-thirds of the Early Termination Payments (as defined in the TRA) payable to all Principals under the TRA as further described in the TRA.

Therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged:

1.           Each of the Principals agrees to irrevocably (a) waive any and all rights to receive Tax Benefit Payments (as defined in the TRA) that shall become payable under the TRA at any time following the execution of this letter agreement, including any such Tax Benefit Payments that result from the consummation of the Asset Sale and (b) release FSAM and Holdings from their respective obligations under the TRA; provided, that (i) the Principals shall be entitled to receive the Tax Benefit Payments in the approximate amount of $800,000 that shall become payable in connection with the finalization of FSAM’s 2016 tax returns (the “ 2016 TRA Payment ”) and (ii) the waiver and release set forth in this Section 1 shall terminate and be of no force and effect if this letter agreement terminates pursuant to Section 4.

2.           Each of the Principals, FSAM and Holdings agrees that, effective upon the Closing (as defined under the APA), the TRA shall automatically terminate without any further action required by any party to this letter agreement, and all rights and obligations of the parties thereunder shall be immediately extinguished other than the Principals’ right to receive the 2016 TRA Payment.

3.          Each of the Partners acknowledge that they have had an opportunity to ask questions of their own counsel and of authorized officers of Seller regarding the nature, scope and timing of the requested waiver and release in respect of the Tax Benefit Payments, termination of the TRA, which questions were answered to their satisfaction, and to obtain additional information deemed necessary or appropriate by them in granting the informed consent and waiver of the Partners.

4.          This letter agreement shall automatically terminate, and the waiver and release in Section 1 shall cease to be effective and shall be void and of no force and effect, in the event that the APA terminates in accordance with its terms. Following the Closing (as defined in the APA), this letter agreement shall not be terminable.

This letter agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes and nullifies all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof.

This letter agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the state of New York, without giving effect to its principles or rules of conflict of laws.

The provisions of this letter agreement are intended to bind the parties to each other and are not intended and do not create rights in any other person or entity and no person or entity is intended to be or is a third party beneficiary of any of the provisions of this letter agreement.

If any term or other provision of this letter agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this letter agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this letter agreement remain as originally contemplated to the fullest extent possible.

This letter agreement may not be amended except by an instrument in writing among the parties. Neither the failure nor any delay by any party hereto in exercising any right, power or privilege under this letter agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. In addition, (a) no claim or right arising out of this letter agreement can be discharged by any party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such party, (b) no waiver that may be given by any party will be applicable except in the specific instance for which it is given and (c) no notice to or demand on a party will be deemed to be a waiver of any obligation of such party and no notice from or demand by a party will be deemed to be a waiver of such party’s right to take further action without notice or demand as provided in this letter agreement.

This letter agreement may be executed in separate counterparts, each of which shall be considered one and the same agreement and shall become effective when each of the parties has delivered a signed counterpart to the other party, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page of this letter agreement by facsimile transmission or electronic “pdf” shall be effective as delivery of a manually executed counterpart hereof.

( The remainder of this page is intentionally left blank. )

IN WITNESS HEREOF, the each of the parties to this letter agreement have executed this letter agreement as of the date first written above.

[Signature Page to TRA Waiver]

Exhibit 1.5

EXECUTION VERSION

NONCOMPETITION AND NONSOLICITATION AGREEMENT

THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “ Agreement ”), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“ Buyer ”), and Fifth Street Asset Management Inc., a Delaware corporation (the “ Company ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Fifth Street Management LLC, a Delaware limited liability company (“ Seller ”), and, solely for the purposes set forth in the Asset Purchase Agreement, each of the Company and Fifth Street Holdings L.P., a Delaware limited partnership (“ FSH ”), are entering into an Asset Purchase Agreement dated as of July 13, 2017 (the “ Asset Purchase Agreement ”) providing for, among other things, (a) the entry by Buyer into the New Investment Advisory Agreements and Buyer BDC Administrator into the New Administration Agreements with Fifth Street Finance Corp., a Delaware corporation (“ FSC ”), and Fifth Street Senior Floating Rate Corp., a Delaware corporation (“ FSFR ” and, together with FSC, the “ BDCs ”), and (b) (i) the sale, transfer, conveyance and assignment to Buyer of the Transferred Assets and (ii) Buyer becoming responsible for the Buyer Post-Closing Liabilities, in each case, pursuant to the terms and subject to the conditions set forth in the Asset Purchase Agreement;

WHEREAS, as of the date hereof, the Company expects to derive substantial economic benefits from the transactions contemplated by the Asset Purchase Agreement; and

WHEREAS, in connection with the execution and delivery of the Asset Purchase Agreement, as a condition of and inducement to Buyer’s willingness to enter into the Asset Purchase Agreement, Buyer and the Company desire to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Article I

Interpretation

Section 1.01           Interpretation .

(a)           Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:

(i)          The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(ii)         When a reference is made in this Agreement to an article, section, paragraph, or schedule, such reference shall be to an article, section, paragraph, or schedule of this Agreement.

(iii)        Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(iv)        The words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(v)         The word “or” shall not be exclusive.

(vi)        The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(vii)       A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

(viii)      A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.

(ix)         A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).

(x)          A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(xi)         The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

(xii)        All schedules are incorporated in and made a part of this Agreement as if set forth in full herein.

(xiii)       Use of the term “control” (including, “controlling,” “controlled by” and “under common control with”) means, with respect to the relationship between or among two or more Persons, the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise.

Article II

noncompetition AND NONSOLICITATION obligations

Section 2.01           Noncompetition Obligations . From the Closing Date until the third anniversary of the Closing Date (the “ Term ”), without the prior written consent of Buyer:

(a)          Neither the Company nor any of its controlled Affiliates shall solicit, originate or direct the acquisition or placement of Prohibited Investments (as defined below) for itself or any other Person.

(b)          Neither the Company nor any of its controlled Affiliates shall invest in, acquire or hold a Prohibited Investment, except in accordance with this Section 2.01(b) . If the Company or any of its controlled Affiliates shall have an opportunity received by the Company or any of its controlled Affiliates on an unsolicited basis to make, acquire or hold (i) a Prohibited Investment or (ii) an investment described in Section 2.01(f)(I) that satisfies the criteria described in clause (A)(y) thereof (in each case, other than as a result of a violation of Section 2.01(a) ), the Company or such controlled Affiliate, as the case may be, shall first offer such investment to Buyer, and Buyer and its Affiliates shall have (x) in the case of clause (i), the right to make such Prohibited Investment on behalf of the BDCs or another Person or vehicle advised by Buyer or any of its Affiliates and (y) in the case of clause (ii), the opportunity to acquire any allocation to the Company and any of its controlled Affiliates in excess of $5 million, and make such investment at cost on behalf of the BDCs or another Person or vehicle advised by Buyer or any of its Affiliates. If Buyer or its Affiliates elect to make such Prohibited Investment described in clause (i) above, it shall offer the Company or its controlled Affiliates a co-investment opportunity. If Buyer or its Affiliates reject all or any portion of such Prohibited Investment described in clause (i) hereof, or any overallotment described in clause (ii) hereof, the Company or such controlled Affiliate, as the case may be, shall be free to make such rejected Prohibited Investment or allocation without regard to this Section 2.01(b) .

(c)          [Omitted].

(d)          Neither the Company nor any of its controlled Affiliates shall directly or indirectly work for, advise, manage, operate, provide services to or consult for (whether for payment or otherwise) any Person engaged in the business of Prohibited Investments or the business of advising other Persons in the business of Prohibited Investments.

(e)          Neither the Company nor any of its controlled Affiliates shall directly or indirectly invest in, acquire or hold:

(i)          any interest in any private or public Business Development Company (as defined in the Investment Company Act of 1940) (other than (A) shares of common stock of the BDCs acquired prior to the date hereof by FSH, (B) shares of common stock or other securities of the BDCs received by FSH in any distribution from the BDCs made following the Closing and (C) other consideration received by FSH that is paid to, or generally offered to, stockholders of the BDCs in connection with an acquisition of a BDC approved by the board of directors of such BDC), private lending business or vehicle or small business investment company (“ SBIC ”), except if such interest constitutes a Passive Interest (as defined below);

(ii)         any interest in the BDCs, except for (A) shares of common stock of each BDC acquired prior to the date hereof by FSH, (B) shares of common stock or other securities of the BDCs received by FSH in any distribution from the BDCs made following the Closing and (C) other consideration received by FSH that is paid to, or generally offered to, stockholders of the BDCs in connection with an acquisition of a BDC approved by the board of directors of such BDC); and

(iii)        any interest in an investment adviser or Affiliate of any adviser that advises direct lenders, public or private Business Development Companies or SBICs, except for (A) Passive Interests and (B) direct or indirect interests in Seller by the Company or its controlled Affiliates (subject to, in all events, the terms of the Asset Purchase Agreement and that certain Noncompetition and Nonsolicitation Agreement of even date herewith between Buyer and Leonard M. Tannenbaum); and

(f)          “ Prohibited Investments ” means any investment in debt or Debt-Like Preferred Equity, if such investment opportunity in debt and/or Debt-Like Preferred Equity (taken together) being offered to the Company or its controlled Affiliate and all other offerees exceeds $5 million; provided , however , notwithstanding anything to the contrary contained in this Agreement, that none of the following shall be “Prohibited Investments”:

(I)         any investment in a broadly syndicated levered debt deal (so long as (A) either (x) such investment is not in excess of $5 million or (y) if such investment is in excess of $5 million, the Company or any of its controlled Affiliates, as applicable, complied with the provisions contained in Section 2.01(b) , (B) the order size made by the Company and its controlled Affiliates, in the aggregate, for such investment does not exceed $15 million, (C) the amount offered to the Company or such controlled Affiliate and all other offerees in such deal exceeds $50 million and (D) neither the Company nor any of its controlled Affiliates has breached Section 2.01(b) in connection therewith);

(II)        any investment in a private company (so long as (A) the annual gross revenue and earnings before interest, taxes, depreciation and amortization of such company and its consolidated subsidiaries as set forth on its most recent consolidated financial statements are less than $25 million and $5 million, respectively, at the time of such investment, (B) the amount offered to the Company or such controlled Affiliate and all other offerees in such deal is less than $10 million and (C) the aggregate debt of such company and its subsidiaries after giving effect to the transaction is less $15 million);

(III)       any investment in high yield bonds; provided that for any issuance of high yield bonds for which the total offering size is less than or equal to $250 million, such investment shall not exceed 10% of such issuance;

(IV)        any investment in real estate or debt instruments secured solely by real estate and ancillary personal property and/or secured by direct or indirect interests therein (including, without limitation, pledges of equity interest in direct or indirect real estate investment vehicles);

(V)         investments in any diversified private equity fund that is a collective investment vehicle (including such a private equity fund with one or more portfolio companies that hold Prohibited Investments) created by Persons not Affiliated with or sponsored by the Company or any of its controlled Affiliates, so long as (i) at all times the Company and its controlled Affiliates do not sit, or have a representative, on the governing body of any portfolio company that holds or invests in Prohibited Investments, (ii) such investment is a Passive Interest, (iii) such investment is not in excess of $5 million and the aggregate amount of all such investments made during the Term, after giving effect to the contemplated investment, is not in excess of $25 million and (iv) the governing documents for such private equity fund include an investment restriction that prohibits such fund from investing more than a specified percentage of its assets in a single portfolio investment, such specified percentage to be not higher than 20.0%.

(VI)        Prohibited Investments that have been rejected by Buyer in accordance with Section 2.01(b) ; and

(VII)       any investment in a foreign issuer that, taken together with its subsidiaries, has operations and assets principally outside the United States (so long as such investment is not in excess of $10 million and the aggregate amount of all such investments made during the Term, after giving effect to the contemplated investment, is not in excess of $75 million).

(g)           “ Passive Interest ” means a common equity interest or preferred equity interest (other than Debt-Like Preferred Equity) held by the Company or its controlled Affiliate in a Person, which interest entitles the Company or its controlled Affiliate to less than 5% of the fully-diluted equity in such Person; provided that, to be a Passive Interest, neither the Company nor any of its controlled Affiliates (w) shall work for, advise or consult for such Person, (x) shall have voting rights in excess of 5% of the voting interests in such Person, (y) shall have a seat on any managing body of such Person or have the right to nominate or select a member of its governing body and (z) shall have any veto or consent rights with respect to actions of such Person or investors therein; provided , further , that any equity interests in a diversified public fund shall be deemed to be a Passive Interest.

(h)          “ Debt-Like Preferred Equity ” means preferred equity that is treated like debt for the issuer’s tax purposes or has debt-like features, such as maturity (or automatic repurchase at a date certain), an interest rate that increases over time to more than 130% of the rate in effect at the time of the original issuance of such security, a put or mandatory redemption, or debt-like covenants (including a fixed charge coverage ratio or leverage ratio).

(i)          Notwithstanding anything herein to the contrary , with respect to any Prohibited Investment in a private or public Business Development Company advised or managed by Buyer or any of its Affiliates (including the BDCs, to the extent managed by Buyer or any of its Affiliates), the foregoing restrictions shall not terminate on the third anniversary of the Closing Date, and shall continue in full force and effect until the tenth (10th) anniversary of the Closing Date. The Company shall cause its controlled Affiliates to comply with this Section 2.01 and shall be responsible for any breach of this Section 2.01 by any of its controlled Affiliates.

(j)          Notwithstanding anything herein to the contrary , nothing in this Agreement shall restrict the Company or any of its controlled Affiliates from (i) performing its obligations under the Asset Purchase Agreement or any transition and/or employee services agreement between the Company or any of its controlled Affiliates and Buyer or (ii) owning and operating Fifth Street CLO Management LLC (“ CLO Management ”) until such time as it is sold to New Star Financial, Inc. (“ NewStar Financial ”) pursuant to the terms of the Purchase Agreement, dated June 30, 2017, between NewStar Financial and FSH (the “ CLO Purchase Agreement ”); provided , that if the CLO Purchase Agreement terminates for any reason, the Company and its controlled Affiliates may continue to own and operate CLO Management so long as the Company thereafter uses reasonable commercial efforts to divest CLO Management as promptly as practicable following the date of such termination .

Section 2.02           Nonsolicitation Obligations . From the date hereof until the earlier of (i) the third anniversary of the Closing Date and (ii) the termination of the Asset Purchase Agreement, the Company and its controlled Affiliates shall not, directly or indirectly, solicit for employment, hire or otherwise engage any individual who is employed on a full time basis by, or engaged for a substantial portion of his or her time as an advisor or consultant to, Buyer at any time from the date hereof until the date that is three (3) months after the Closing Date (other than the individuals listed on Schedule 1 hereto) (any such individual, an “ Applicable Service Provider ”) (all of the foregoing, the “ Restricted Solicitation Activities ”). The Company shall cause its controlled Affiliates to comply with this Section 2.02 and shall be responsible for any breach of this Section 2.02 by any of its controlled Affiliates.

Section 2.03           Confidentiality . From and after the Closing, the Company shall, and shall cause its Affiliates and instruct Representatives to, maintain in confidence any written, oral or other information relating to the Business, except that the foregoing requirements of this Section 2.03 shall not apply to the extent that (i) any such information is or becomes generally available to the public other than as a result of disclosure by Buyer or any of its Affiliates or Representatives, (ii) any such information (including any report, statement, testimony or other submission to a Governmental Entity) is required by applicable law, Order or such Governmental Entity to be disclosed, after prior notice has been given to Buyer to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law or (iii) any such information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to this Agreement or the Ancillary Agreements (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing party in the course of any litigation, arbitration, mediation, investigation or administrative proceeding). The Company shall cause its Affiliates and instruct its Representatives having access to such information of such obligation of confidentiality; provided, however, that the Company may disclose information about the Tax treatment and Tax structure of the transactions contemplated by this Agreement (including any facts or materials relating thereto or reasonably necessary to understand such treatment or structure). The Company shall be responsible for any breach by its Representatives of this Section 2.03 .

Section 2.04          Reasonableness . The Company agrees that this Article II , including the provisions relating to duration, geographical area, and scope, is reasonable and necessary to protect and preserve Buyer’s legitimate business interests and the Transferred Assets. The Company has consulted with counsel of its choosing. The Company shall not contest the validity or enforceability of this Agreement while any restriction in Article II is in effect. It is expressly understood and agreed that although the Company and Buyer consider the restrictions contained in this Agreement to be reasonable and lawful, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against him, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Buyer that:

Section 3.01          Authority for Agreement . This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Article IV

Representations and Warranties of Buyer

Buyer hereby represents and warrants to the Company that:

Section 4.01           Organization . Buyer is a limited partnership, duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of Delaware.

Section 4.02           Authority, Execution and Delivery; Enforceability . Buyer has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Buyer of this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of Buyer are necessary to authorize this Agreement or to performance by Buyer of its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement thereof may be limited against Buyer by the Enforceability Exceptions.

Article V

TERMINATION, AMENDMENT AND WAIVER

Section 5.01           Termination . This Agreement and all rights and obligations of the parties hereunder shall automatically terminate, without further action by any party hereto, if the Asset Purchase Agreement is terminated pursuant to any provision of Section 9.1 thereof, effective as of the date of such termination.

Section 5.02           Amendment; Waiver . This Agreement may not be amended, changed or supplemented or otherwise modified except by an instrument in writing signed on behalf the parties hereto. Any agreement on the part of a party to any waiver of the terms of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of the party granting such waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Article VI

General Provisions

Section 6.01           Notices . Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile ( provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice):

if to Buyer, to:

Oaktree Capital Management, L.P.

333 South Grand Avenue, 28th floor

Los Angeles, CA 90071

Fax: (213) 830-6293

Attention (email): Matt Pendo (mpendo@oaktreecapital.com)

if to the Company, to:

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

Tel: (203) 681-6800

Fax: (203) 681-3879

Attention (email): Bernard D. Berman (Bernie@fifthstreetfinance.com)

Section 6.02           Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement.

Section 6.03           Assignment; Binding Effect; Severability . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, assigned or delegated by any of the parties hereto, in whole or in part, without the prior written consent of the other party, and any attempt to make any such transfer, assignment or delegation without such consent shall be null and void. Notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any of its Affiliates, provided that no such assignment shall relieve Buyer of any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of the parties hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to any party, in which event the parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Section 6.04           Specific Performance . The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that, in the event of a breach or a threatened breach by the Company (or its controlled Affiliates) of any of the provisions of Article II without posting a bond or other undertaking, the parties hereto shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Courts, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party hereto will allege, and each party hereto hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties hereto further agree that (a) by seeking any remedy provided for in this Section 6.04 , a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to such party hereto under this Agreement and (b) nothing contained in this Section 6.04 shall require any party hereto to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 6.04 before exercising any other right under this Agreement. In the event of a breach by the Company (or its controlled Affiliates) of any provision of Article II , the period therein applicable to such provision shall be tolled until such breach has been cured.

Section 6.05           Governing Law . This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Section 6.06           Consent to Jurisdiction . Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“ Delaware Courts ”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 6.01 or in any other manner permitted by applicable Law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

Section 6.07           Waiver of Jury Trial . EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER THE OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS Section 6.07 . ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.08           Third Party Beneficiaries . No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 6.09           Counterparts . This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

[Signature Page to Noncompetition and Nonsolicitation Agreement]

[Signature Page to Noncompetition and Nonsolicitation Agreement]

Schedule 1

1.     Bernard Berman

2.     Edwin Gomez

3.     Robyn Friedman

4.     Danielle Presta

5.     Brian Walter