0001193125-06-253085 Sample Contracts

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 14th, 2006 • NewStar Financial, Inc. • Finance lessors • Delaware

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “Agreement”, together with the Option Award Letter attached hereto, the “Equity Agreements”) is entered into as of December 13, 2006, and effective as of the Effective Date (as defined below), among NewStar Financial, Inc., a Delaware corporation (formerly known as Novus Capital, Inc., the “Company”), and Bharath Srikrishnan, the holder of the number of shares of Class A Common Stock (as defined below), set forth under the heading “Restricted Stock” on Schedule I hereto (such person being referred to as the “Management Stockholder”).

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NEWSTAR FINANCIAL, INC. FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 14th, 2006 • NewStar Financial, Inc. • Finance lessors

Each of the undersigned is a party to an individual Restricted Stock Agreement and/or an Amended and Restated Restricted Stock Agreement, as applicable, with NewStar Financial, Inc., a Delaware corporation (the “Company”), dated December 13, 2006 (collectively, the “Agreements”). This FIRST AMENDMENT to the Agreements is entered in to as of December 13, 2006 (the “Amendment”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreements.

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