0001193125-11-024491 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • February 4th, 2011 • Lightyear Fund Ii Lp • State commercial banks

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

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FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 4th, 2011 • Lightyear Fund Ii Lp • State commercial banks • New York

This First Amendment to the Amended and Restated Securities Purchase Agreement (“Amendment”) is made as of December 30, 2010, between Cascade Bancorp (the “Company”) and BOTC Holdings LLC (the “Investor”).

ASSIGNMENT AGREEMENT
Assignment Agreement • February 4th, 2011 • Lightyear Fund Ii Lp • State commercial banks • New York

This ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2011, by and among BOTC Holdings LLC, a Delaware limited liability company (the “Assignor”), Lightyear Fund II, L.P., a Delaware limited partnership (“Fund II”) and Lightyear Co-Invest Partnership II, L.P., a Delaware limited partnership (“Co-Invest).

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