0001193125-11-025860 Sample Contracts

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2011 • Green Equity Investors V, L.P. • State commercial banks • New York

This First Amendment to the Securities Purchase Agreement (“Amendment”) is made as of January 27, 2011, between Cascade Bancorp (the “Company”) and LG C-Co, LLC (the “Investor”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 7th, 2011 • Green Equity Investors V, L.P. • State commercial banks • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 28, 2011, is entered into by and among LG C-Co, LLC, a Delaware limited liability company (“Assignor”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), and Green Equity Investors Side V, L.P., a Delaware limited partnership (“Side V” and together with GEI V, the “Assignees”).

Joint Filing Agreement dated as of February 7, 2011
Joint Filing Agreement • February 7th, 2011 • Green Equity Investors V, L.P. • State commercial banks

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date, and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock (“Shares”) of Cascade Bancorp, an Oregon corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time, is filed on behalf of all the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

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