] Aggregate Principal Amount Senior Securities $[ ] Aggregate Principal Amount Subordinated Securities and [ ] Warrants to Purchase Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2008 • Kohlberg Capital CORP • New York
Kohlberg Capital Corporation, a Delaware corporation (the “Company”), confirms its agreement with [ ] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [ ] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, $[ ] aggregate principal amount of senior debt securities (the “Senior Securities”) or subordinated debt securities (the “Subordinated Securities”), or both, or warrants (the “Debt Warrants”) to purchase Senior Securities or Subordinated Securities, or both, of the Company set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase additional Securities (as
Up to [ ] Shares of Common Stock Issuable Upon Exercise of [Transferable] Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • May 29th, 2008 • Kohlberg Capital CORP • New York
Kohlberg Capital Corporation, a Delaware corporation (the “Company”), hereby confirms the agreement with and appointment of each of [ ] to act as a dealer manager (each a “Dealer Manager” and, collectively, the “Deal Managers”) in connection with the issuance by the Company to the holders of record (the “Record Date Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) [transferable] rights entitling such Record Date Stockholders [, and any transferees of rights thereof] (such [transferees and the] Record Date Stockholders, collectively, the “Holders”), to collectively subscribe for up to [ ] shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.01 per share (the “Common Shares”), of the Company (the “Offer”). Pursuant to the terms of the Offer, the Company is issuing each Record Date Stockholder one [transferable] right (each a “Right” and, collectively, the “Rights”) for each [ ]
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 29th, 2008 • Kohlberg Capital CORP
In connection with your appointment as Subscription Agent in the transaction described herein, Kohlberg Capital Corporation (the “Company”), hereby confirms its arrangements with you as follows:
