Exhibit 4.1


 


 


 




	
  No.

  	
   

  	
   

  	
   

  	
  FIFTH STREET FINANCE CORP.

  	
   

  	
   

  	
  Shares

  
	
  Incorporated
  under the Laws of the State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSIP NO.   [

  	
   

  	
  ]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Common Stock

  	
   

  	
   

  	
   

  	
  Par Value $.01
  Per Share

  
										






 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


 


THIS
CERTIFIES THAT                                                                                                              
IS THE OWNER OF                                                                                                                                                      
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, WITH A PAR VALUE OF $.01
PER SHARE, OF FIFTH STREET FINANCE CORP. (the “Corporation”), transferable on
the books of the Corporation in person or by duly authorized attorney upon
surrender of this certificate if properly endorsed. This certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.


 


WITNESS
the seal of the Corporation and the facsimile signatures of its duly authorized
officers.


 




	
  Dated:
  

  	
   

  	
  , 2007

  






 




	
   

  	
   

  	
  FIFTH STREET FINANCE CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
  CORPORATE
  SEAL

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
  2007

  	
   

  	
   

  
	
   

  	
   

  	
  DELAWARE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transfer
  Agent

  	
   

  	
   

  	
   

  	
   

  






 


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


 


 

















 


 


 


 


	
  TEN COM

  	
   

  	
  as tenants in common

  	
  Unif Gift Min Act -

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
   

  	
  tenants by the entireties

  	
                                          (Cust)                              (Minor)

  
	
  JT TEN

  	
   

  	
  as joint tenants with right of

  	
  Under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
  survivorship and
  not as tenants

  	
   

  
	
   

  	
   

  	
  in common

  	
   

  	
  Act:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
										



 


Additional Abbreviations may also be used though not in the above list.


 


IMPORTANT NOTICE


 


A statement of the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights as established, from time to time, by the
Certificate of Incorporation and by any certificate of designation, the number
of shares constituting each class and series, and designations thereof, may be
obtained by the holder hereof upon request and without charge at the principal
office of the Corporation.


 


	
  KEEP THIS CERTIFICATE IN A SAFE
  PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL REQUIRE A
  BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
  CERTIFICATE.

  



 


	
  For Value Received,

  	
   

  	
   hereby sell, assign and transfer unto

  



 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


 


	
   

  
	
  (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  



 


shares
of the Common Stock represented by this Certificate, and do hereby irrevocably
constitute and appoint                     
 Attorney, to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


 


 


 

















 


 


 


 


 


 


 


 


 


 


 


 


	
  Dated

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:
  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


 


 


 


	
  Signature(s) Guaranteed:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
  S.E.C. RULE 17Ad-15).