OFS Capital Corp

In reaching its recommendation to the Stockholders to approve this proposal, the Board considered a possible source of conflict of interest due to the fact that the proceeds from the issuance of additional shares of the Company’s common stock will increase the management fees that the Company pays to OFS Advisor, as such fees are based on the average value of the Company’s total assets, and considered the effect of the following factors:

•the costs and benefits of a common stock offering below NAV compared to other possible means for raising capital or concluding not to raise capital;

•the size of a common stock offering in relation to the number of shares outstanding;

•the general condition of the securities markets; and

•any impact on operating expenses associated with an increase in capital.

The Board, including a majority of the independent directors who have no financial interest in this proposal, concluded that the potential benefits to the Stockholders from increasing the Company’s capital base outweighed any potential detriment, including from increased management fees, especially considering that the management fees would increase regardless of whether the Company offers shares of common stock below NAV or above NAV, or dilution to existing Stockholders.