0001193125-06-204545 Sample Contracts

IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — KATONAH DEBT ADVISORS
Exchange and Subscription Agreement • October 6th, 2006 • Kohlberg Capital, LLC • New York

THIS IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – KATONAH DEBT ADVISORS (this “Agreement”) is entered into as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KAT Associates, LLC, a Delaware limited liability company (“KAT Associates”), and James A. Kohlberg (“Kohlberg” and, together with KAT Associates, each an “Exchanging Member” and together the “Exchanging Members”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 6th, 2006 • Kohlberg Capital, LLC • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of [ ], 2006 (the “Effective Date”), by and between Kohlberg & Company, L.L.C, a Delaware limited liability Company (“Kohlberg & Co.”), and Kohlberg Capital, LLC, a Delaware limited liability company (“Kohlberg Capital”). Kohlberg & Co. and Kohlberg Capital are each sometimes referred to herein as a “party” and collectively as the “parties.”

IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — CDO SECURITIES
Exchange and Subscription Agreement • October 6th, 2006 • Kohlberg Capital, LLC • New York

THIS IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – CDO SECURITIES (this “Agreement”) is entered into as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KKAT Acquisition Company III, LLC, a Delaware limited liability company (“KAT III”), KKAT Acquisition Company IV, LLC, a Delaware limited liability company (“KAT IV”), KKAT Acquisition Company V, LLC, a Delaware limited liability company (“KAT V”), KKAT Acquisition Company VII, LLC, a Delaware limited liability company (“KAT VII”) and KKAT Acquisition Company VIII, LLC, a Delaware limited liability company (“KAT VIII” and, together with KKAT III, KKAT IV, KKAT V and KKAT VII, each an “Exchanging Holder” and together the “Exchanging Holder”).

LICENSE AND REFERRAL AGREEMENT
License and Referral Agreement • October 6th, 2006 • Kohlberg Capital, LLC • New York

This License and Referral Agreement (the “Agreement”) is made as of the [ ] day of [ ], 2006 among Kohlberg Capital, LLC, a Delaware limited liability company (“KCAP LLC”), and Kohlberg & Co., LLC, a Delaware limited liability company (“Kohlberg & Co.”).

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