GROSS MICHAEL S sold SLRC

Footnotes

Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.; Michael S. Gross and Bruce J. Spohler, as administrators of the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), elected to settle 354,511.3826 restricted stock units ("RSUs") previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 3, 4, 5 and 6. The settlement was approved in advance in accordance with Rule 16b-3.; The total includes 1,030,293 shares of SLR Investment Corp. (the "Issuer") held by SCP Plan. The SCP Plan is controlled by SLR Capital Partners, LLC ("SLR Capital Partners"). Messrs. Michael S. Gross and Bruce J. Spohler may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. In addition, the total includes 187,618 shares of the Issuer directly held by Mr. Gross' profit sharing plan (the "Profit Sharing Plan") following the transactions reported herein.; (Continued from Footnote (3)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I") and 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), a portion of each of which may be deemed to be indirectly beneficially owned by Mr. Gross, a grantor retained annuity trust (the "GRAT") setup by and for Mr. Gross and for which he serves as trustee, and Mr. Spohler. Also, 355,107 shares of the Issuer are held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 77 shares of the Issuer are held by SLR Capital Management, LLC ("SLR Management"), a portion held by each entity may be deemed to be indirectly beneficially owned by Mr. Gross and Mr. Spohler.; (Continued from Footnote (4)) The total indirect ownership also includes 117,617 shares of the Issuer held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the "Family Trusts"). Mr. Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts. The total includes 334,428 shares of the Issuer held by the GRAT.; (Continued from Footnote (5)) Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan and as trustee and immediate family member of the Family Trusts. Mr. Gross disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, Solar Senior Investors, SLR Management or the Family Trusts except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Gross is the beneficial owner of such securities for purposes of Section 16 or any other purpose.