Name
      of
      Grantee:   

     

     

    Kohlberg
      Capital Corporation

    Restricted
      Stock Award Agreement 

     

     

    KOHLBERG
      CAPITAL CORPORATION STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN
      LEGAL
      AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX
      CONSEQUENCES.

     

    


    Kohlberg
      Capital Corporation

    295
      Madison Avenue

    6th
      Floor

    New
      York,
      NY 10017

    


    Ladies
      and Gentlemen:

    


    The
      undersigned Grantee (the “Grantee”) (i) acknowledges receipt of an award (the
“Award”)
      of
      restricted stock from Kohlberg
      Capital Corporation,
      a
      Delaware corporation (the “Company”),
      under
      the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”),
      subject to the terms set forth below and in the Plan, a copy of which Plan,
      as
      in effect on the date hereof, is attached hereto as Exhibit A;
      and
      (ii) agrees with the Company as follows:

    


    
      	 	
              1.

            	
              Effective
                Date.
                This Restricted Stock Award Agreement (the “Award
                Agreement”)
                shall take effect as of [Ÿ],
                which is the grant date of the Award (the “Grant
                Date”).
                The Grantee shall be the record owner of the Shares on the Grant
                Date.

            


    

     

    
      	 	
              2.

            	
              Shares
                Subject to Award.
                The Award consists of a total of [Ÿ]
                shares of Common Stock of the Company, par value $.01 per share (the
                “Shares”) with a Fair Market Value on the Grant Date of $[Ÿ]
                per Share and $[Ÿ]
                ([Ÿ]
                DOLLARS) in the aggregate. 

            


    

     

    The
      Grantee’s rights to the Shares are subject to the restrictions described in this
      Award Agreement and the Plan (which is incorporated herein by reference with
      the
      same effect as if set forth herein in full) in addition to such other
      restrictions, if any, as may be imposed by law. 

     

    
      	 	
              3.

            	
              Nontransferability
                of Shares.
                Except as provided in this Award Agreement or the Plan, the Shares
                acquired by the Grantee pursuant to this Award Agreement shall not
                be
                sold, transferred, pledged, assigned or otherwise encumbered or disposed
                and are subject to a substantial risk of
                forfeiture.

            


    

     

    
      	 	
              4.

            	
              Forfeiture
                Risk.
                If the Grantee's Employment with the Company and its subsidiaries
                ceases
                for any reason, then any and all outstanding and unvested Shares
                acquired
                by the Grantee hereunder shall be automatically and immediately forfeited.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Kohlberg
                  Capital Corporation

              	 
	
                Restricted
                  Stock Award Agreement

              	
                Page 2
                  of 6

              


      

    

    
 

    The
      Grantee hereby (i) appoints the Company as the attorney-in-fact of the Grantee
      to take such actions as may be necessary or appropriate to effectuate a transfer
      of the record ownership of any Shares that are unvested and forfeited hereunder,
      (ii) agrees to deliver to the Company, as a precondition to the issuance of
      any
      certificate or certificates with respect to unvested Shares hereunder, one
      or
      more stock powers, endorsed in blank, with respect to such Shares, and (iii)
      agrees to sign such other powers and take such other actions as the Company
      may
      reasonably request to accomplish the transfer or forfeiture of any unvested
      Shares that are forfeited hereunder.

     

    
      	 	
              5.

            	
              Book
                Entry Form.
                Unvested Shares are to be held in book entry form and the Grantee
                agrees
                that the Company may give stop transfer instructions to the depositary,
                stock transfer agent or other keeper of the Company’s stock records to
                ensure compliance with the provisions
                hereof.

            


    

     

    
      	 	
              6.

            	
              Certificates
                for Unvested Shares.
                The Company may, upon request, issue the Grantee a certificate
                representing unvested Shares. The administrative costs and risk of
                loss of
                such certificated shares are the sole responsibility of the Grantee.
                In
                addition to any legend required by applicable law, any certificates
                issued
                representing Shares shall contain a legend substantially in the following
                form:

            


    

     

    THE
      TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
      ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE KOHLBERG
      CAPITAL CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN AND A
      RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
      AND
      KOHLBERG CAPITAL CORPORATION, DATED AS OF [Ÿ],
      BETWEEN KOHLBERG CAPITAL CORPORATION AND [Ÿ].
      COPIES
      OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF KOHLBERG CAPITAL
      CORPORATION.

     

    
      	 	
              7.

            	
              Vesting
                of Shares.
                Unless earlier vested pursuant to the Plan, the Shares acquired hereunder
                shall Vest during the Grantee’s Employment by the Company or a subsidiary
                thereof in accordance with the provisions of this Section 8 and applicable
                provisions of the Plan, as follows:


            


    

     

    [Ÿ]

     

    For
      purposes of this Award Agreement, “Vest” shall mean, with respect to any Share,
      the lapsing of the restrictions described herein with respect to such Share
      and
      the terms “Vesting” and “Vested” shall be construed accordingly.

     

    
      	 	
              8.

            	
              Settlement
                of Vested Shares.
                Each Share that is vested in accordance with this Award Agreement
                shall be
                settled by the issuance of a whole share of Common Stock.
                

            


    

     

    Unless
      a
      Section 83(b) election is made within 30 days of the Grant Date, Vested Shares
      shall be treated as compensation and shall be taxed at normal federal, state
      and
      local income tax rates at the fair value of the Shares on the Vesting date.
      The
      Grantee must also pay Medicare taxes and social security taxes, as may be
      limited by an annual cap of total compensation, in respect of the compensation
      income resulting from the Vesting of Shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Kohlberg
                    Capital Corporation

                	 
	
                  Restricted
                    Stock Award Agreement

                	
                  Page
                    3 of 6

                


        

      

      


    

    The
      Company's obligation to deliver a certificate upon Vesting representing such
      Vested Shares shall be subject to the Grantee’s satisfaction of all applicable
      federal, state and local income and employment tax withholding obligations.
      The
Grantee
      may
      satisfy such obligation(s), in whole or in part, by (i) delivering to the
      Company a check for the amount required to be withheld or (ii) if permitted
      under the 1940 Act and as the Board in its sole discretion approves in any
      specific or general case, having the Company withhold Shares or delivering
      to
      the Company already-owned shares of Common Stock, in either case having a fair
      market value equal to the amount required to be withheld, as determined by
      the
      Board. In
      addition, to the extent that the Company so chooses, the Company can hold back
      100% of the Grantee's compensation earned after such obligations arose and
      such
      held back amount shall be applied by the Company to satisfy such
      obligations.

     

    Prior
      to any release of any Vested Shares in the form of certificates representing
      such shares of Common Stock, the Grantee must pay, in advance, all of the
      Grantee’s share of federal, state and local income and related payroll taxes in
      respect of such Shares.

     

    
      	 	
              9.

            	
              Delivery
                of Vested Shares.
                For any Vested Shares that have been requested to be settled by the
                Grantee, the Company will take such steps as it deems necessary or
                appropriate to record and manifest such Shares for delivery to the
                Grantee
                without restriction on transferability. At the direction of the Grantee,
                delivery may be either in book-entry form through the Depository
                Trust
                Company (or a nominee thereof) to an account at the Grantee’s direction or
                certificated, without the aforesaid legend, and issued and delivered
                to
                the Grantee. 

            


    

     

    
      	 	
              10.

            	
              Fractional
                Shares.
                Fractional shares shall not Vest hereunder, and when any provision
                hereof
                may cause a fractional share to Vest, any Vesting in such fractional
                share
                shall be postponed until such fractional share and other fractional
                shares
                equal a Vested whole share. 

            


    

     

    
      	 	
              11.

            	
              Dividends,
                etc.
                The Grantee shall be entitled to (i) receive any and all dividends
                or
                other distributions paid with respect to those vested and unvested
                Shares
                of which the Grantee is the record owner on the record date for such
                dividend or other distribution, whether or not Vested at such time,
                in the
                same form and amount as any holder of Stock receives, and (ii) vote
                any
                Shares of which the Grantee is the record owner on the record date
                for
                such vote; provided,
                however,
                that any property (other than cash) distributed with respect to a
                share of
                Stock (the “Associated
                Share”)
                acquired hereunder, by reason of a stock dividend, stock split or
                other
                similar adjustment to the Stock pursuant to Section 4(d) of the Plan,
                shall be subject to the restrictions of this Award Agreement in the
                same
                manner and for so long as the Associated Share remains subject to
                such
                restrictions, and shall be promptly forfeited if and when the Associated
                Share is so forfeited. Notwithstanding the foregoing, the Grantee
                shall
                elect, and hereby irrevocably appoints the Company’s Chairman of the Board
                and the Company’s Secretary as the Grantee’s attorneys-in-fact to elect on
                Grantee’s behalf in the absence of an election from Grantee, to receive
                cash distributions under the Company’s dividend reinvestment plan in
                respect of all unvested Shares under this Award
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Kohlberg
                    Capital Corporation

                	 
	
                  Restricted
                    Stock Award Agreement

                	
                  Page 4
                    of 6

                


        

      

      
 

    

    
      	 	
              12.

            	
              Sale
                of Vested Shares.
                The Common Stock issued in respect of Vested Shares hereunder may
                be
                traded only during the Company’s open period trading window as established
                by the Company’s policies and procedures manual, Corporate
                Governance: Insider Trading Policy.
                The
                Grantee understands that the sale of any Share, once it has Vested,
                will
                remain subject to (i) satisfaction of applicable tax withholding
                requirements, if any, with respect to the Vesting or transfer of
                such
                Share; (ii) the completion of any administrative steps (for example,
                but without limitation, the transfer of certificates) that the Company
                may
                reasonably impose and (iii) applicable requirements of federal and
                state securities laws.

            


    

     

    
      	 	
              13.

            	
              Provisions
                of the Plan.
                This Grant is subject in its entirety to the provisions of the Plan,
                which
                are incorporated herein by reference. A copy of the Plan as in effect
                on
                the date of the grant of this Award has been furnished to the Grantee
                and
                the Grantee agrees to be bound by the terms of the Plan and this
                Award. In
                the event of any conflict between the terms of this Award and the
                Plan,
                the terms of this Award shall
                control.

            


    

     

    
      	 	
              14.

            	
              Certain
                Tax Matters.
                The Grantee expressly acknowledges the following:
                

            


    

     

    
      	 	
              A.

            	
              The
                Grantee has been advised to confer promptly with a professional tax
                advisor to consider whether the Grantee should make a so-called “83(b)
                election” with respect to the Shares. Any such election, to be effective,
                must be made in accordance with applicable regulations and within
                thirty
                (30) days following the date this Award is granted and the Grantee
                must
                provide the Company with a copy of the 83(b) election prior to filing.
                The
                Company has made no recommendation to the Grantee with respect to
                the
                advisability of making such an
                election.

            


    

     

    
      	 	
              B.

            	
              The
                award or Vesting of the Shares acquired hereunder, and the payment
                of
                dividends with respect to such Shares, may give rise to “wages” subject to
                withholding. The Grantee expressly acknowledges and agrees that his
                or her
                rights hereunder are subject to his or her promptly paying to the
                Company
                in cash (or by such other means as may be acceptable to the Company
                in its
                discretion), all taxes required to be withheld in connection with
                such
                award, Vesting or payment. Notwithstanding the foregoing, the Board
                shall,
                at the election of the Grantee or may otherwise if the Grantee does
                not
                otherwise provide for the payment of all taxes required to be withheld
                in
                connection with such award, Vesting or payment, hold back Shares
                from an
                Award or permit the Grantee to tender previously owned shares of
                Stock in
                satisfaction of tax withholding requirements (but not in excess of
                the
                applicable minimum statutory withholding
                rate).

            


    

     

    
      	 	
              15.

            	
              Definitions.
                Capitalized terms defined in this Award Agreement are used herein
                as so
                defined. Capitalized terms used in this Award Agreement and not otherwise
                defined herein shall have the meaning provided in the
                Plan.

            


    

     

    
      	 	
              16.

            	
              Change
                in Capital Structure.
                In accordance with Section 4(d) of the Plan, the terms of this Award
                Agreement shall be adjusted as the Board determines is equitably
                required
                in the event the Company effects one or more stock dividends, stock
                split-ups, subdivisions or consolidations of shares or other similar
                changes in capitalization. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Kohlberg
                    Capital Corporation

                	 
	
                  Restricted
                    Stock Award Agreement

                	
                  Page 5
                    of 6

                


        

      

      
 

    

    
      	 	
              17.

            	
              Stock
                Power.
                With respect to any Shares that are forfeited in accordance with
                this
                Award Agreement, the Grantee hereby irrevocably appoints the Company’s
                Chairman of the Board and the Company’s Secretary as the Grantee’s
                attorneys-in-fact to transfer any forfeited Shares on the books of
                the
                Company with full power of substitution in the premises. The Company’s
                Chairman and Secretary shall use the authority so granted in this
                Section
                18 to cancel any Shares that are forfeited in accordance with the
                terms of
                this Award Agreement. 

            


    

     

    
      	 	
              18.

            	
              No
                Employment Commitment; Tax Treatment.
                Nothing herein contained shall be deemed to be or constitute an agreement
                or commitment by the Company or any of its subsidiaries to continue
                the
                Grantee in its employ. The Company makes no representation about
                the tax
                treatment to the Grantee with respect to receipt or settlement of
                the
                restricted Shares or acquiring, holding or disposing of the
                Shares.

            


    

     

    
      	 	
              19.

            	
              Grantee
                Bound by Plan.
                The Grantee hereby acknowledges that a copy of the Plan as in effect
                on
                the date hereof has been made available to the Grantee and agrees
                to be
                bound by all the terms and provisions thereof (as such Plan may be
                amended
                from time to time in accordance with the terms
                thereof).

            


    

     

    
      	 	
              20.

            	
              Binding
                Effect.
                Subject to the limitations stated above and in the Plan, this Award
                Agreement shall be binding upon and inure to the benefit of the Grantee
                and his or her legatees, distributees, and personal representatives
                and to
                the successors of the Company.

            


    

     

    
      	 	
              21.

            	
              General.
                For purposes of this Award Agreement and any determinations to be
                made by
                the Board or the Committee, as the case may be, hereunder, the
                determinations by the Board or the Committee, as the case may be,
                shall be
                binding upon the Grantee and any transferee.


            


    

     

    [Remainder
      of the page intentionally left blank]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  Kohlberg
                    Capital Corporation

                	 
	
                  Restricted
                    Stock Award Agreement

                	
                  Page 6
                    of 6

                


        

      

      


    

    
      	 	
              Very
                truly yours,

            
	 	 
	 	  

	 	 
	 	 
	 	
              Address:

            
	 	 
	 	 

	 	 
	 	 
	 	 



    

    


     

    Dated:_______________

     

    The
      foregoing Restricted Stock

     

    Award
      is hereby accepted:

     

    KOHLBERG
      CAPITAL CORPORATION

     

     

    _______________________________

     

    Name: Michael
      I. Wirth

    Title: Chief
      Financial Officer  

     

    


     

     

    


     

    [SIGNATURE
      PAGE TO RESTRICTED STOCK AWARD AGREEMENT]