THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Calamos Asset Management, Inc. (CLMS)

4/28/2006 Proxy Information

Mr. Calamos is the uncle of Nick P. Calamos.

Management Services Agreements

Calamos Family Partners, Inc. and Calamos Property Holdings LLC (which are owned by the Calamos principals and family affiliates) and Dragon Leasing, Inc. (which is solely owned by John P. Calamos, Sr.) have each entered into a separate Management Services Agreement with us. Pursuant to these agreements, we provide certain services to them and their subsidiaries, if any, including furnishing office space and equipment, providing insurance coverage, overseeing the administration of their businesses and providing personnel to perform certain management and administrative services. The agreements each have a term of one year and are renewable annually. The agreements are terminable on 30 days notice by either party. In the agreements, each party has agreed to indemnify the other for any damages suffered as a result of the indemnifying party’s breach of the contract, negligence, willful misconduct or reckless disregard of its duties. In accordance with the terms of the agreements, Calamos Family Partners, Inc. and Dragon Leasing Corporation have each agreed to pay us an amount equal to Direct Cost (as defined below) plus an expense allocation component. “Direct Cost” means, with respect to each service provided, the direct out-of-pocket expenses paid or incurred to third parties in connection with providing such service, including, without limitation, shipping, handling, travel expenses, payments to third parties (including, without limitation, all professional fees), printing and postage. The company entered into a Management Services Agreement with Calamos Property Holdings LLC. Under this service agreement, Calamos Property Holdings LLC provides property, facilities and development management services to us and our subsidiaries. The terms and conditions are substantially similar to those in the above-referenced Management Services Agreements, including the payment provisions, which provide that we pay Calamos Property Holdings LLC an amount equal to Direct Cost and an expense allocation component.

Registration Rights Agreement

In connection with our initial public offering, we entered into an agreement with Calamos Family Partners, Inc. and John P. Calamos, Sr. that grants registration rights with respect to shares of our Class A common stock, which we refer to as registrable securities, issuable or issued upon conversion of shares of our Class B common stock or in exchange for membership units in Calamos Holdings LLC.

The registration rights agreement provides that Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns are entitled to unlimited “piggyback” registration rights, meaning they can include their registrable securities in registration statements filed by us for our own account or for one or more of our stockholders. Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns will also be entitled to, on 15 occasions, “demand” that we register registrable securities held by them at any time commencing at least 365 days after the effective date of the registration statement, provided that the aggregate number of registrable securities subject to each demand (A) constitutes at least 5% of the registrable securities on the date of the registration rights agreement or (B) has an aggregate minimum market value of at least $85 million. By using two demands, Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns may require that the registration statement be in an appropriate form under the Securities Act of 1933 (a “Shelf Registration Statement”) relating to any of the registrable securities in accordance with the methods and distributions set forth in the Shelf Registration Statement and under Rule 415 under the Securities Act of 1933. Notwithstanding the foregoing, we will not be required to prepare and file more than two registration statements in any 12-month period pursuant to such demands. We have agreed to pay the costs associated with all such registrations.

The registration rights agreement will remain in effect for so long as there are outstanding registrable securities or securities of Calamos Asset Management or Calamos Holdings LLC that are convertible into or exchangeable for registrable securities.

Tax Indemnity Agreement

Calamos Family Partners, Inc. has entered into an agreement with Calamos Asset Management and Calamos Holdings LLC in order to address certain matters among themselves in respect of the allocation of taxable income and liability for taxes. Under the terms of this agreement, Calamos Family Partners, Inc. will generally indemnify us for any income taxes (including any interest and penalties on any such income taxes) related to Calamos Partners, Inc., Calamos Asset Management, Inc. (Illinois), Calamos Financial Services, Inc., and Calamos Property Management, Inc. incurred before the initial public offering closing. This indemnification will also cover any income taxes (including any interest and penalties on any such income taxes) incurred upon the conversion of Calamos Partners, Inc., Calamos Asset Management, Inc. (Illinois), Calamos Financial Services, Inc., and Calamos Property Management, Inc. into, respectively, Calamos Partners LLC, Calamos Advisors LLC, Calamos Financial Services LLC and Calamos Property Management LLC. The terms of the Tax Indemnity Agreement will survive until the expiration of the applicable statute of limitations. The Tax Indemnity Agreement contains provisions that allow Calamos Family Partners, Inc. to control the proceedings of any tax audits and tax controversies that relate to periods prior to the closing of the initial public offering. The Tax Indemnity Agreement also requires cooperation on a going-forward basis among the parties.

Contribution Agreement

In connection with the Reorganization, Calamos Family Partners, Inc. entered into an agreement with Calamos Holdings LLC, whereby Calamos Family Partners, Inc. contributed all of its assets and liabilities, including all of the equity interests in its four wholly owned subsidiaries, to Calamos Holdings LLC. In exchange for contributing its assets and liabilities to Calamos Holdings LLC, Calamos Family Partners, Inc. received 100% of the membership units in Calamos Holdings LLC. On March 18, 2005, the audit committee approved a transaction whereby $147,555 of receivables, previously contributed to Calamos Holdings LLC from Calamos Family Partners, Inc. pursuant to the above referenced agreement, were purchased by Calamos Family Partners, Inc. The receivables purchased from Calamos Holdings LLC included $23,963 due from Calim Private Equity, LLC, a private equity firm partially owned by John P. Calamos, Sr., as discussed below.

The contribution agreement provides that Calamos Holdings LLC will indemnify Calamos Family Partners, Inc. and its employees, officers and directors for any losses they may suffer or incur arising out of Calamos Family Partners, Inc. ownership of the contributed assets and liabilities or the conduct of the business prior to the date of the agreement (other than losses which Calamos Family Partners, Inc. is agreeing to indemnify Calamos Asset Management and Calamos Holdings LLC for under the Tax Indemnity Agreement).

Airplane Lease and Service Agreements

We are party to an aircraft sublease agreement that allows us to lease an airplane from Dragon Leasing Corporation for business travel, subject to availability. Aircraft-related fees incurred under the agreement were $777,000 for the year ended December 31, 2005. We have also entered into a service agreement with Aspen Executive Air LLC, a company in which John P. Calamos, Sr. maintains an indirect beneficial interest, pursuant to which Calamos Holdings LLC has agreed to pay for aircraft management services. Total service fees incurred were $672,000 for the year ended December 31, 2005.

Leases of Corporate Headquarters

In October 2004, Calamos Holdings LLC entered into a 20-year lease with 2020 Calamos Court LLC, a subsidiary of Calamos Property Holdings LLC, with respect to the new corporate headquarters constructed for the company’s occupancy. Rent under the lease commenced in April 2005 and will end on May 31, 2025. Initial monthly base rent payments are approximately $237,000 through May 1, 2006 and will increase 3% annually, beginning June 1, 2006, for the remaining term of the lease. Calamos Holdings LLC may not terminate the lease unless a casualty, condemnation or material temporary taking affects all or a substantial portion of the leased premises. 2020 Calamos Court LLC may only terminate the lease upon specified events of default, which are subject to applicable grace periods.

Effective January 2005, Calamos Holdings LLC has been party to a six-year lease with 1111 Warrenville Road LLC, a subsidiary of Calamos Property Holdings LLC. Under this lease and as of August 2005, Calamos Holdings LLC is obligated to pay monthly base rents and operating expenses of approximately $38,000, which increase 3% annually beginning January 1, 2006. Due to the company’s move to its new headquarters during 2005 and the resulting decrease in required square footage, this agreement replaced a previous month-by-month agreement under which Calamos Advisors LLC, a subsidiary of Calamos Holdings LLC, was obligated to pay monthly base rents and operating expenses of approximately $84,000 that was terminable by either party with 30 days notice.

In August 2005, Calamos Holdings LLC entered into a 20-year lease with 2020 Calamos Court Annex LLC, a subsidiary of Calamos Property Holdings LLC, with respect to the employee dining facility in the new corporate headquarters. Rent under the lease commenced in December 2005 and will end on May 31, 2025. Initial monthly base rent payments are approximately $14,000 and will increase 3% annually, beginning in December 2006.

Lunch and Catering Agreement

Calamos Holdings LLC entered into a Lunch and Catering Agreement dated February 13, 2006 with CF Restaurant Enterprises LLC, a subsidiary of Calamos Family Partners, Inc., where CF Restaurant Enterprises LLC provides lunch food service through an independent manager to Calamos Holdings LLC at fixed prices in accordance with a pre-approved menu. Calamos Holdings LLC guarantees a certain minimum amount of revenue each business day ($2,750/day) and CF Restaurant Enterprises LLC agrees that certain quantities and combinations of food and beverage will be available at the predetermined price threshold.

License Agreement

Calamos Holdings LLC entered into a License Agreement dated February 13, 2006 with CF Restaurant Enterprises LLC, where CF Restaurant Enterprises LLC has the right to utilize the employee dining area leased by Calamos Holdings LLC for the purpose of conducting banquets and events for third parties during non-business hours. Pursuant to the License Agreement, CF Restaurant Enterprises LLC and its manager will use the dining area for catered events and banquets. In return, Calamos Holdings LLC will receive a license fee in the amount of 10% of the food and beverage receipts from each event. The Agreement allows Calamos Holdings LLC to reject any events if the dining area is needed by Calamos Holdings LLC.

Calim Private Equity, LLC

John P. Calamos, Sr., in his individual capacity, holds 50% of the membership units in Calim Private Equity, LLC, or Calim, a private equity firm that manages the business and affairs of each of the Calim funds: Calim Venture Partners I, LLC; Calim Venture Partners II, LLC, Calim Bridge Partners I, LLC and Calim Bridge Partners II, LLC. The Calim funds collectively own approximately nineteen portfolio companies with a total cost basis of approximately $73 million. Mr. Calamos’ membership units in Calim are held as a passive investment and do not entitle Mr. Calamos to operate, manage or control Calim.

Mr. Calamos intends to dispose of all his membership units in Calim and is currently negotiating a transaction to effectuate the disposition.

Employment Agreement with John P. Calamos, Jr.

Effective October 26, 2004, we entered into an employment agreement with John P. Calamos, Jr., the son of John P. Calamos, Sr., that provides that Mr. Calamos will serve as our Senior Vice President, Portfolio Manager through December 31, 2007. Under the agreement, Mr. Calamos receives an initial base salary of $400,000, an annual discretionary target bonus of 300% of base salary and annual equity awards with a value equal to 225% of his base salary. Mr. Calamos’ annual base salary has since increased to $500,000, with the last increase being effective in February 2006. Mr. Calamos’ total compensation for 2005 was $2,257,256 and he was granted options to purchase 51,900 shares of our Class A common stock and 17,300 restricted stock units under our incentive compensation plan. Employment with Angelo P. Calamos

Angelo Calamos, Jr., the brother of John P. Calamos, Sr. was employed by us as an Assistant Vice President and Trader. Mr. Calamos’ total compensation for 2005 was $224,690.

4/29/2005 Proxy Information

John P. Calamos is the uncle of Nick P. Calamos

Calamos Family Partners, Inc. and Calamos Property Holdings LLC (which are owned by John P, Calamos, Sr., Nick P. Calamos, John P. Calamos, Jr. and certain trusts controlled by them) and Dragon Leasing, Inc. (which is solely owned by John P. Calamos, Sr.) have each entered into a separate Management Services Agreement with us. Pursuant to these agreements, we provide certain services to them and their subsidiaries, if any, including furnishing office space and equipment, providing insurance coverage, overseeing the administration of their businesses and providing personnel to perform certain administrative services. The agreements each have a term of one year and are renewable annually. The agreements are terminable on 30 days notice by either party. In the agreements, each party has agreed to indemnify the other for any damages suffered as a result of the indemnifying party’s breach of the contract, negligence, willful misconduct or reckless disregard of its duties. In accordance with the terms of the agreements, Calamos Family Partners, Inc. and Dragon Leasing, Inc. have each agreed to pay us an amount equal to Direct Cost (as defined below) plus an expense allocation component. “Direct Cost” means, with respect to each service provided, the direct out-of-pocket expenses paid or incurred to third parties in connection with providing such service, including, without limitation, shipping, handling, travel expenses, payments to third parties (including, without limitation, all professional fees), printing and postage. The company entered into a services agreement with Calamos Property Holdings LLC. Under this service agreement, Calamos Property Holdings LLC provides property, facilities and development management services to us and our subsidiaries. We pay Calamos Property Holdings LLC an amount equal to Direct Cost and an expense allocation component.

Registration Rights Agreement

In connection with the initial public offering, we entered into an agreement with Calamos Family Partners, Inc. and John P. Calamos, Sr. that grants registration rights with respect to shares of our Class A common stock, which we refer to as registrable securities, issuable or issued upon conversion of shares of our Class B common stock or in exchange for membership units in Calamos Holdings LLC.

The registration rights agreement provides that Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns are entitled to unlimited “piggyback” registration rights, meaning it can include its registrable securities in registration statements filed by us for our own account or for one or more of our stockholders. Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns will also be entitled to, on 15 occasions, “demand” that we register registrable securities held by them at any time commencing at least 365 days after the effective date of the registration statement, provided that the aggregate number of registrable securities subject to each demand (A) constitutes at least 5% of the registrable securities on the date of the registration rights agreement or (B) has an aggregate minimum market value of at least $85 million. By using two demands, Calamos Family Partners, Inc. and John P. Calamos, Sr. and their assigns may require that the registration statement be in an appropriate form under the Securities Act of 1933 (a “Shelf Registration Statement”) relating to any of the registrable securities in accordance with the methods and distributions set forth in the Shelf Registration Statement and under Rule 415 under the Securities Act of 1933. Notwithstanding the foregoing, we will not be required to prepare and file more than two registration statements in any 12-month period pursuant to such demands. We have agreed to pay the costs associated with all such registrations.

The registration rights agreement will remain in effect for so long as there are outstanding registrable securities or securities of Calamos Asset Management or Calamos Holdings LLC that are convertible into or exchangeable for registrable securities.

Tax Indemnity Agreement

Calamos Family Partners, Inc. has entered into an agreement with Calamos Asset Management and Calamos Holdings LLC in order to address certain matters among themselves in respect of the allocation of taxable income and liability for taxes. Under the terms of this agreement, Calamos Family Partners, Inc. will generally indemnify us for any income taxes (including any interest and penalties on any such income taxes) related to Calamos Partners, Inc., Calamos Asset Management, Inc. (Illinois), Calamos Financial Services, Inc., and Calamos Property Management, Inc. incurred before the initial public offering closing. This indemnification will also cover any income taxes (including any interest and penalties on any such income taxes) incurred upon the conversion of Calamos Partners, Inc., Calamos Asset Management, Inc. (Illinois), Calamos Financial Services, Inc., and Calamos Property Management, Inc. into, respectively, Calamos Partners, Calamos Advisors, Calamos Financial Services and Calamos Property Management. The terms of the Tax Indemnity Agreement will survive until the expiration of the applicable statute of limitations. The Tax Indemnity Agreement contains provisions that allow Calamos Family Partners, Inc. to control the proceedings of any tax audits and tax controversies that relate to periods prior to the closing of the initial public offering. The Tax Indemnity Agreement also requires cooperation on a going forward basis among the parties.

Contribution Agreement

In connection with the Reorganization, Calamos Family Partners, Inc. entered into an agreement with Calamos Holdings LLC, whereby Calamos Family Partners, Inc. contributed all of its assets and liabilities, including all of the equity interests in its four wholly-owned subsidiaries, to Calamos Holdings LLC. In exchange for contributing its assets and liabilities to Calamos Holdings LLC, Calamos Family Partners, Inc. received 100% of the membership units in Calamos Holdings LLC. On March 18, 2005 the audit committee approved a transaction whereby $147,555 of receivables, previously contributed to Calamos Holdings LLC from Calamos Family Partners, Inc. pursuant to the above referenced agreement, were purchased by Calamos Family Partners, Inc. The receivables purchased from Calamos Holdings LLC included $23,963 due from Calim Private Equity, LLC, a private equity firm partially owned by John P. Calamos, Sr., as discussed below.

The contribution agreement provides that Calamos Holdings LLC will indemnify Calamos Family Partners, Inc. and its employees, officers and directors for any losses they may suffer or incur arising out of Calamos Family Partners, Inc. ownership of the contributed assets and liabilities or the conduct of the business prior to the date of the agreement (other than losses which Calamos Family Partners, Inc. is agreeing to indemnify Calamos Asset Management and Calamos Holdings LLC for under the Tax Indemnity Agreement).

Airplane Lease and Service Agreements

We are party to an aircraft sublease agreement that allows us to lease an airplane from Dragon Leasing, Inc. for business travel, subject to availability. Aircraft rental fees incurred under the agreement were $459,000 for the year ended December 31, 2004. We have also entered into a service agreement with Aspen Executive Air LLC, a company in which John P. Calamos, Sr. maintains an indirect beneficial interest, pursuant to which Calamos Holdings LLC has agreed to pay for aircraft management services. Total service fees incurred were $1,038,890 for the year ended December 31, 2004. At December 31, 2003, we had loaned approximately $2.5 million to Dragon Leasing, Inc. to allow Dragon Leasing, Inc. to purchase an aircraft. The borrowings to finance the aircraft purchase were subject to interest that accrued at LIBOR plus 1.75%. The loan was repaid in July 2004. Leases of Corporate Headquarters

On June 30, 2004, we distributed certain real estate to current stockholders of Calamos Family Partners, Inc., who collectively contributed those assets to Calamos Property Holdings LLC. We are party to a month-to-month lease with a subsidiary of Calamos Property Holdings LLC under which we are obligated to pay monthly base rents and operating expenses to that subsidiary in the amount of $67,891 and will increase 3% annually on each anniversary of July 1, 2004. The lease does not have a specified term and may be cancelled by either party upon 30 days notice. We believe that the terms of the lease are as fair to the parties as could have been achieved by unaffiliated parties.

We have entered into a lease with 2020 Calamos Court LLC, a subsidiary of Calamos Property Holdings LLC, with respect to the new corporate headquarters being constructed for our occupancy. The lease term commenced on April 1, 2005 and ends on May 31, 2025. Monthly base rent initially will be $237,183 through May 1, 2006 and will increase by 3% annually, beginning on June 1, 2006, for the remaining term of the lease. We may not terminate the lease unless a casualty, condemnation or material temporary taking affects all or a substantial portion of the leased premises. 2020 Calamos Court LLC may only terminate the lease upon specified events of default, which are subject to applicable grace periods. We believe that the terms of the lease are as fair to the parties as could have been achieved by unaffiliated parties.

Calim Private Equity, LLC

John P. Calamos, Sr., in his individual capacity, holds 50% of the membership units in Calim Private Equity, LLC, or Calim, a private equity firm that manages the business and affairs of each of the Calim funds: Calim Venture Partners I, LLC; Calim Venture Partners II, LLC, Calim Bridge Partners I, LLC and Calim Bridge Partners II, LLC. The Calim funds collectively own approximately nineteen portfolio companies with a total cost basis of approximately $56 million. Mr. Calamos’ membership units in Calim are held as a passive investment and do not entitle Mr. Calamos to operate, manage or control Calim.

Mr. Calamos intends to dispose of all his membership units in Calim and is currently considering options for effectuating the disposition.

Employment Agreement with John P. Calamos, Jr.

Effective October 26, 2004 we entered into an employment agreement with John P. Calamos, Jr., the son of John P. Calamos, Sr., that provides that Mr. Calamos will serve as our Senior Vice President, Portfolio Manager through December 31, 2007. Under the agreement, Mr. Calamos receives an initial base salary of $400,000, an annual discretionary target bonus of 300% of base salary and annual equity awards with a value equal to 225% of his base salary. Mr. Calamos’ total compensation for 2004 was $2,694,297 and he was granted options to purchase 81,000 shares of our Class A common stock and 27,000 RSUs under our incentive compensation plan.