AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CALAMOS INVESTMENTS LLC (F/K/A CALAMOS HOLDINGS LLC)

This Amendment to Fourth Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Calamos Investments LLC, a Delaware limited liability company (f/k/a Calamos Holdings LLC) (the “Company”) is entered into this 26th day of July, 2016 by and among the Company, Calamos Asset Management, Inc., a Delaware corporation (“CAM”), Calamos Family Partners, Inc., a Delaware corporation (“CFP”), and John P. Calamos, Sr., an individual (“Mr. Calamos”).

WHEREAS, reference is hereby made to that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company dated as of February 9, 2010 by and among the Company, CAM, CFP and Mr. Calamos (as amended, the “Original LLC Agreement”);

WHEREAS, the parties hereto wish to amend the Original LLC Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

“CFP Permitted Transferee” means (i) any Calamos Family Member, (ii) any entity Controlled by one or more Calamos Family Members, (iii) any trustee of a trust (or such trust) for the primary benefit of (or any entity similar to a trust the beneficial interests in which shall be primarily held by) one or more Calamos Family members, (iv) the executor or administrator of the estate of any deceased Calamos Family Member, (v) the guardian or conservator of the estate of any disabled Calamos Family Member, (vi) the trustee of the estate of any bankrupt or insolvent Calamos Family Member or (vii) John S. Koudounis, solely in the event of the death or Permanent Disability of John P. Calamos, Sr., and further provided (A) a majority of the economic and voting control of the Class A-2 Common Units of Calamos Partners LLC, a Delaware limited liability company, are owned by Mr. Koudounis and (B) Mr. Koudounis is the Chief Executive Officer of the Company.

“(a)     At any time CAM issues a share of Class A Common pursuant to an Incentive Plan (whether pursuant to the exercise of a stock option or the grant or restricted stock or otherwise), the following shall be deemed to occur, notwithstanding anything to the contrary contained herein: (i) CAM shall be deemed to have transferred such share of Class A Common Stock to the Company as a capital contribution; (ii) the value of the capital contribution shall be deemed equal to the fair market value of the share of Class A Common Stock contributed that is attributable to the Company; (iii) the Class A Common Stock shall be deemed transferred to the appropriate employee pursuant to the Incentive Plan; and (iv) the net proceeds of such issuance of stock shall remain with the Company.

(b)     At any time CFP pays any amounts to an employee or other service provider of the Company or any of its subsidiaries that are treated as compensation paid to employee or other service provider for income tax purposes (whether such amounts are paid in cash or other property), the following shall be deemed to occur, notwithstanding anything to the contrary contained herein: (i) CFP shall be deemed to have transferred such amount to the Company as a capital contribution; (ii) the value of the capital contribution shall equal the amount of cash or fair market value of the property deemed contributed; and (iii) the amount shall be deemed compensation paid by the Company to the appropriate employee or service provider of the Company or its subsidiary.

(c)    CFP shall promptly reimburse the Company for the employer portion of any payroll taxes (or other reasonable out of pocket cost) incurred by the Company or any Subsidiary with respect to any compensation deemed paid by the Company under Section 8.05(b) and such amount shall be deemed to be a capital contribution by CFP to the Company.

(d)    To the extent that the Company realizes any item of deduction included in Net Profit or Net Loss as a result of the transaction contemplated by Section 8.05(b), or for any taxes or other costs that the Company or any subsidiary incurred with respect to such transaction that are paid by CFP, notwithstanding any other provision hereof, such item (and any corresponding income tax deduction) shall be allocated exclusively to CFP and the corresponding income tax deduction allocated to CFP shall be ignored for purposes of computing the Tax Amount for the relevant Fiscal Year(s).”     

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.