X0202 3 2006-12-13 0 0001373561 NewStar Financial, Inc. NEWS 0001054587 OZ MANAGEMENT LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 Series A Convertible Preferred Stock, par value $0.01/share Common Stock 5000000 I See Footnotes Warrant (right to buy) 10.00 2004-06-18 2014-06-18 Series A Convertible Preferred Stock 181818 I See Footnotes The Series A Convertible Preferred Stock converts into NewStar Financial, Inc. common stock, par value $0.01 per share, on a one-for-2.2760 basis upon the consummation of the initial public offering and has no expiration date. Represents securities directly held by OZ Master Fund, Ltd. (the "Fund"). OZ Management, LLC ("OZ"), as investment manager to the Fund, may be deemed to be the beneficial owner of the Issuer's securities held by the Fund. OZ disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that OZ is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Daniel S. Och, as Senior Managing Member of OZ Management, LLC, may be deemed to be the beneficial owner of the Issuer's securities held by the Fund. Mr. Och disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that Mr. Och is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. /s/ Daniel S. Och, Senior Managing Member of OZ Management, LLC 2006-12-13