Registration Rights Agreement dated November 20, 2003



 EXHIBIT 10.13 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 20, 2003, is entered into by and between Capital Lease Funding, Inc., a Maryland
corporation (the “Company”), and the holders of restricted shares of the Company’s common stock whose names are set forth on the signature pages hereto (each a “Restricted Stock Holder” and collectively, the
“Restricted Stock Holders”). 
  
 RECITALS

  
 WHEREAS, in connection with the proposed initial public
offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), the Company and the Restricted Stock Holders have entered into a Contribution Agreement dated as of November 20, 2003 (the
“Contribution Agreement”) pursuant to which the Restricted Stock Holders will acquire shares of Common Stock in exchange for their membership interests in Capital Lease Funding, LLC (“CLF, LLC”), and CLF, LLC will become a
wholly-owned subsidiary of the Company. 
  
 NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 SECTION 1.1 Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings: 
  
 “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such
Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or restated from
time to time. 
  
 “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close. 
  
 “Commission” means the Securities and Exchange Commission.

  
 “Demand Registration” means a Demand
Registration as defined in Section 2.2. 







 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
  
 “Holder”
means any Initial Holder who is the record or beneficial owner of any Registrable Security or any assignee or transferee of such Registrable Security to the extent such assignee or transferee agrees in writing to be bound by all the provisions
hereof, unless such Registrable Security is acquired in a public distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from registration under the Securities Act where securities sold in such
transaction may be resold without subsequent registration under the Securities Act. 
  
 “Immediate Family” of any individual means such individual’s estate and heirs or current spouse, or former spouse, parents, parents-in-law, children (whether natural or adoptive or by marriage),
siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of such individual or any of the foregoing. 
  
 “Initial Holder” means (i) any Restricted Stock Holder, (ii) any partner, member or stockholder of any Restricted Stock Holder, (iii) any
partner, member, stockholder or Affiliate of any such partner, member or stockholder, and (iv) the Immediate Family of any of the foregoing. An Initial Holder shall also include the Management Founders to the extent provided under Section 2.4 of
this Agreement. 
  
 “Initial Public Offering”
means the offering of the Company’s Common Stock pursuant to a Form S-11 Registration Statement to be filed by the Company with the Commission under the Securities Act. 
  
 “Management Founders” shall mean CLF Management I, LLC, Paul H. McDowell, William R. Pollert, Shawn P.
Seale, Robert C. Blanz, Michael J. Heneghan and Gary E. Landriau. 
  
 “Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality
thereof. 
  
 “Piggy-Back Registration” means a
Piggy-Back Registration as defined in Section 2.3. 
  
 “Registrable Securities” means shares of Common Stock at any time owned, either of record or beneficially, by any Holder and issued pursuant to the Contribution Agreement and any additional Common Stock issued in connection
with a stock split, as a dividend or distribution or in exchange for, or in respect of such shares until: 
  
 (i) a registration statement covering such shares has been declared effective by the Commission and such shares have been disposed of
pursuant to such effective registration statement; 
  

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 (ii) such shares are sold under circumstances in which all of the applicable conditions
of Rule 144 (or any similar provisions then in force) under the Securities Act are met; 
  
 (iii) with respect to any Holder (x) the number of all such shares held by such Holder is less than the number of shares described in
clauses (i)-(iii) of Rule 144(e)(1) and (y) all such shares may be sold by such Holder in accordance with Rule 144 (including, if then permitted, pursuant to Rule 144(k)); or 
  
 (iv) such shares have been otherwise transferred in a transaction that would constitute a sale thereof under
the Securities Act, the Company has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold without subsequent registration under the Securities
Act. 
  
 A Registrable Security shall also include the shares of Common Stock
owned by the Management Founders to the extent provided under Section 2.4 of this Agreement. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
  
 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement
under this Agreement. 
  
 “Shelf Registration
Statement” means a shelf registration statement as defined in Section 2.1. 
  
 “Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities. 
  
 ARTICLE II 
 REGISTRATION RIGHTS 
  
 SECTION 2.1 Shelf Registration. Commencing on one year after the consummation date of the Initial Public Offering, the Company shall prepare and file a “shelf” registration statement with respect to
the resale of the Registrable Securities on an appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) and shall use its best efforts to
cause the Shelf Registration Statement to be declared effective on or as soon as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Shelf
Registration Statement are no longer Registrable Securities. If and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Demand Registration or allow participation in a Piggy-Back
Registration. 
  

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 SECTION 2.2 Demand Registration. 
  
 (a) Request for Registration. Subject to Section 2.1 hereof, commencing on the date which is 180 days after the
consummation date of the Initial Public Offering, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (a “Demand
Registration”); provided, that the Company shall not be obligated to effect more than one Demand Registration in any twelve month period and not more than three such Demand Registrations in total; and provided, further, that the
Holders making such written request shall propose the sale of at least a majority of the outstanding shares of Registrable Securities (such number to be adjusted successively in the event the Company effects any stock split, stock consideration or
recapitalization after the date hereof). Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within ten (10) days after receipt of such
request, the Company will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the Company has received written
requests for inclusion therein within twenty (20) Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the
intended method of disposition thereof. Unless the Holder or Holders of a majority of the Registrable Securities to be registered in such Demand Registration shall consent in writing, no other party, including the Company (but excluding another
Holder of a Registrable Security), shall be permitted to offer securities under any such Demand Registration. 
  
 (b) Effective Registration. A registration will not count as a Demand Registration until it has become effective and has remained effective and
available for at least 180 days. 
  
 (c) Selling Holders Become
Party to Agreement. Each Holder acknowledges that by asserting or participating in its registration rights pursuant to this Article II, he or she may become a Selling Holder and thereby will be deemed a party to this Agreement and will be bound
by each of its terms. 
  
 (d) Underwritten Offerings; Priority
on Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such
Demand Registration shall be in the form of an underwritten offering. The Company shall select the book-running managing Underwriter in connection with any such Demand Registration; provided that such managing Underwriter must be reasonably
satisfactory to the Holders of a majority of the shares of the Registrable Securities. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers
and managers must be reasonably satisfactory to a majority of the Holders making such Demand Registration. To the extent 10% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with
Section 2.5, the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to such Registrable Securities. 
  

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 SECTION 2.3 Piggy-Back Registration. Subject to Section 2.1 hereof, if the Company proposes to
file a registration statement under the Securities Act with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective securityholders of any class of security (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders), then the Company shall give
written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register
such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. 
  
 SECTION 2.4 Rights of Management Founders. Each of the Restricted
Stock Holders agrees that prior to the filing of any registration statement by the Company pursuant to the terms of this Agreement, the Company will give the Management Founders written notice of such planned registration and include in such
registration all shares of Common Stock owned by such Management Founder with respect to which the Company has received written request for inclusion therein within twenty (20) Business Days after receipt by the applicable Management Founder of the
Company’s notice. Each such request will also specify the number of shares to be registered and the intended method of disposition thereof. Notwithstanding the foregoing, the Company shall have no obligation to include such shares in a
registration unless the applicable Management Founders agree in writing to be bound by all of the provisions of this Agreement. Upon the inclusion of any Management Founder shares in such a registration, the applicable Management Founder shall be
deemed an Initial Holder hereunder and the shares included by such Management Founder shall be deemed Registrable Securities hereunder. 
  
 SECTION 2.5 Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described
in Section 2.2 or 2.3 deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and such other persons intend to make or (ii) the
kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to
be included, then: 
  
 (A) if the size of the
offering is the basis of such Underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the
amount recommended by such managing Underwriter or Underwriters, with such reduction applied first against the number of Registrable Securities, if any, proposed for registration by the Management Founders, and then, if a further reduction is
needed, pro rata among all other Holders (according to the number of Registrable Securities proposed for registration); provided that, in the case of a Piggy-Back Registration, if securities 

  

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 are being offered for the account of other Persons as well as the Company, then with respect to the
Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities
intended to be offered by such other Persons is reduced; and 
  
 (B) if the combination of securities to be offered is the basis of such Underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above
(subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities
requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. 
  
 SECTION 2.6 Registration Procedures; Filings; Information. In connection with any Shelf Registration Statement under Section 2.1 or whenever
Holders request that any Registrable Securities be registered pursuant to Section 2.2 hereof, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection with any such request: 
  
 (a) The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof,
and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 270 days (except if a different period is required under Section 2.1 of this Agreement); provided that if the Company
shall furnish to the Holders making a request pursuant to Section 2.2 a certificate signed by either its Chairman, Chief Executive Officer or President stating that in his good faith judgment of the Board of Directors of the Company it would be
significantly disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as possible, the Company shall have a period of not more than 90 days within which to file such registration statement
measured from the date of receipt of the request in accordance with Section 2.2; provided, however, that the Company may not use this right more than once in any 12-month period. 
  
 (b) The Company will prior to filing a registration statement or prospectus or any amendment or supplement
thereto, furnish to each Selling Holder and each Underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter furnish to such Selling Holder
and Underwriter, if any, such number of conformed copies of such registration statement, each amendment and 

  

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supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request to facilitate the disposition of the Registrable Securities owned by such Selling Holder.

  
 (c) The Company will notify each Selling
Holder and such Selling Holder’s underwriters, if any, and confirm such advice in writing: (i) when the registration statement has become effective, (ii) when any post-effective amendment to the registration statement becomes effective and
(iii) of any request by the Commission for any amendment or supplement to the registration statement or prospectus or for additional information with respect to the registration statement. 
  
 (d) After the filing of the registration statement, the
Company will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop
order or to remove it if entered. 
  
 (e) The
Company will use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder or managing
Underwriter or Underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the
Registrable Securities owned by such Selling Holder; provided that the Company will not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. 
  
 (f) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment. 
  

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 (g) The Company will enter into customary agreements (including an underwriting
agreement, if any, in customary form) and take such other actions as are reasonably required to expedite or facilitate the disposition of such Registrable Securities. 
  
 (h) The Company will make available for inspection by any Selling Holder of such Registrable Securities, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it
notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential
and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

  
 (i) The Company will furnish to each Selling
Holder and to each Underwriter, if any, a signed counterpart, addressed to such Selling Holder or Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligible under SAS 100, a comfort letter or comfort letters from the
Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included
in such offering or the managing Underwriter or Underwriters therefor reasonably requests. 
  
 (j) The Company will otherwise comply with all applicable rules and regulations of the Commission, and make available to its
securityholders, as soon as reasonably practicable, and in any event within eighteen (18) months thereafter, an earnings statement covering a period of 12 months, beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation
hereafter adopted by the Commission). 
  

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 (k) The Company will use its best efforts to cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the Company are then listed. 
  
 The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding such
Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection
with such registration. 
  
 Each Selling Holder agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind described in Section 2.6(f) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.6(f) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company
all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of Registrable Securities
agrees that it will immediately notify the Company at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which
information previously furnished by such Selling Holder to the Company in writing expressly for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be
maintained effective (including the period referred to in Section 2.6(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.6(f) hereof to the date when the Company shall make
available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 2.6(f) hereof. 
  
 SECTION 2.7 Registration Expenses. In connection with any registration
statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration Expenses”): (i) all registration and filing fees, (ii)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities, (vi) the reasonable fees
and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters 
  

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requested pursuant to Section 2.6(i) hereof), (vii) the reasonable fees and disbursements of one counsel for the Selling Holders (selected by Selling Holders
of a majority of Registrable Securities included in the registration statement) and (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration. The Company shall have no obligation to
pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities, or any out-of-pocket expenses of the Holders (or the agents who manage their accounts) or any transfer taxes relating to the registration or sale
of the Registrable Securities. 
  
 SECTION 2.8 Indemnification
By the Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its heirs, personal representatives, assigns, officers, directors, partners, members and agents, and each Person, if any, who
controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all expenses (including reasonable fees and disbursements of counsel), losses, claims, damages and
liabilities to the extent they arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or final prospectus or any documents filed under state securities or blue sky laws in connection therewith, or (ii) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such expenses, losses, claims,
damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly
for inclusion therein. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.8, provided that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter of the Registrable Securities from whom the person asserting any such expenses, losses, claims, damages or liabilities purchased the Registrable Securities which are the subject thereof if such person did not receive a
copy of the prospectus (or the prospectus as supplemented) at or prior to the confirmation of the sale of such Registrable Securities to such person in any case where such delivery is required by the Securities Act and the untrue statement or
omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as supplemented). 
  
 SECTION 2.9 Indemnification By Holders of Registrable Securities. 
  
 Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its heirs, personal
representatives, assigns, officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or
prospectus relating to the 

  

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Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or final prospectus or any documents filed under state
securities laws or blue sky laws in connection therewith. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.9. The liability of any Selling Holder pursuant to this
Section 2.9 may, in no event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder. 
  
 SECTION 2.10 Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.8 or 2.9, such person (an “Indemnified Party”) shall promptly notify
the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.8 hereof, the Selling
Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.9, the Company. The failure to deliver written notice to any Indemnifying
Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under Sections 2.8 or 2.9, except if, and only to the extent that, such Indemnifying Party is
actually prejudiced thereby; and such failure to deliver written notice to any such Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under Sections 2.8 and 2.9. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, not to be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have
requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party
in 

  

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accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such proceeding. The obligations of the Company and the Selling Holders under Sections 2.8 through 2.11 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement and otherwise. Any indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any Indemnified Party may have pursuant to law or
contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any Indemnified Party. 
  
 SECTION 2.11 Contribution. If the indemnification provided for in Section 2.8 or 2.9 hereof is unavailable to an Indemnified Party or insufficient
in respect of any expenses (including reasonable fees and disbursements of counsel), losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to
the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) as between the Company and the Selling Holders on the one hand and the Underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other from the offering of the securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of each Selling Holder in connection with such statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Holders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and the Selling Holders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault
of the Company and the Selling Holders on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company and the Selling Holders or by the Underwriters. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  

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 The Company and the Selling Holders agree that it would not be just and equitable if contribution
pursuant to this Section 2.11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.11, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total commissions and discounts received by such Underwriter in connection with the sale of the securities underwritten by it and distributed to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the amount
by which the net proceeds from the sale of the securities of such Selling Holder to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The
Selling Holder’s obligations to contribute pursuant to this Section 2.11 are several in proportion to the net proceeds of the offering received by such Selling Holder bears to the total net proceeds of the offering received by all the Selling
Holders and not joint. 
  
 SECTION 2.12 Participation in
Underwritten Registrations. No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and
these registration rights provided for in this Article II; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership
of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such
Holder. 
  
 SECTION 2.13 Rule 144. The Company covenants
that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to
sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 
  

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 SECTION 2.14 Holdback Agreements. 
  
 (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable
law and except with respect to a Shelf Registration, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any
securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or
Underwriters in the case of an underwritten public offering. 
  
 (b) Restrictions on Public Sale by the Company and Others. The Company agrees that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities
shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any securities similar to those being registered in accordance with Section 2.2 or Section 2.3 hereof, or any securities convertible
into or exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration statement where the Holders of a
majority of the Registrable Securities to be included in such registration statement consent or pursuant to a registration statement on Form S-4 or S-8 (or any successor thereto)), if and to the extent requested in writing by the Company in the case
of a non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or Underwriters in the case of an underwritten public offering, in each case including a sale pursuant to Rule 144 under the Securities
Act (except as part of any such registration, if permitted) provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other
securities. Notwithstanding the foregoing, the Company shall not be liable to any Holder for a breach of the foregoing covenant except if, and only to the extent that, the Holder is actually prejudiced thereby, and the Company agrees to promptly
cure any breach of the foregoing covenant upon notice thereof. 
  
 (c) Temporary Suspension of Rights to Sell Based on Confidential Information. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 2.1 or a Demand Registration under
Section 2.2 hereof or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s
ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer,
sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or a Demand Registration or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf
Registration Statement or a Demand Registration shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.14(c) is no longer
necessary and (ii) 90 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. Nothing in this Section 2.14(c) shall prevent a Holder from offering, selling or
distributing pursuant to Rule 144 at any time. 
  

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 (d) Temporary Suspension of Rights to Sell Based on Exchange Act Reports Not Yet Filed or Regulation
S-X. If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company has occurred or is
probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Act, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf
Registration Statement or a Demand Registration or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement or a Demand Registration shall be suspended
until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration
Statement, and the Company agrees to promptly make such filings and shall notify the Holders as promptly as practicable when such suspension is no longer required. Nothing in this Section 2.14(d) shall prevent a Holder from offering, selling or
distributing pursuant to Rule 144 at any time. 
  
 SECTION 2.15
Changes in Registrable Securities. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so
changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation.

  
 ARTICLE III 
 MISCELLANEOUS 
  
 SECTION 3.1 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable Securities. No failure or delay by any party to
insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition. 
  
 SECTION 3.2 Notices. All
notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery to the address set forth on the signature
page hereto, or to such other address and to such other Persons as any party hereto may hereafter specify in writing 

  

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 All such notices and communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; when received if deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery. 
  
 SECTION 3.3 Successors and
Assigns. Except as expressly provided in this Agreement the rights and obligations of the Initial Holders under this Agreement shall not be assignable by any Initial Holder to any Person that is not an Initial Holder. This Agreement shall be
binding upon the parties hereto and their respective successors and assigns. 
  
 SECTION 3.4 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. 
  
 SECTION 3.5 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York without regard to the choice of law provisions thereof. 
  
 SECTION 3.6 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
  
 SECTION 3.7 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with
respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
  
 SECTION 3.8 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 SECTION 3.9 No Third Party Beneficiaries. Except as provided under Section 2.4 and Sections 2.8 through 2.11 of this Agreement, nothing express or implied herein is intended or shall be construed to confer upon
any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies or other benefits under or by reason of this Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

  

	 COMPANY:

	
	 CAPITAL LEASE FUNDING, INC.

		
	 By:
	 	 /S/    PAUL H. MCDOWELL


	 	 	 Name: Paul H. McDowell

	 	 	 Title: Chief Executive Officer

	
	 Address:

	 110 Maiden Lane

	 New York, New York 10005

	 Attention Paul H. McDowell, CEO

	 Fax No: (212) 217-6301

	
	 RESTRICTED STOCK HOLDERS:

	
	 HYPERION CLF LLC

		
	 By:
	 	 /S/    SCOTT A. SHAY


	 	 	 Name: Scott A. Shay

	 	 	 Title: Executive Vice President

	
	 Address:

	 50 Charles Lindbergh Blvd., Suite 500

	 Uniondale, New York 11553

	 Attention: Christopher J. Steele

	 Fax No: (516) 745-6787

	
	 LSR CAPITAL CLF LLC

		
	 By:
	 	 /S/    ROBERT A. PERRO


	 	 	 Name: Robert A. Perro

	 	 	 Title: Vice President

	
	 Address:

	 50 Charles Lindbergh Blvd., Suite 500

	 Uniondale, New York 11553

	 Attention: Christopher J. Steele

	 Fax No: (516) 745-6787











	 WACHOVIA INVESTORS, INC.

		
	 By:
	 	 /S/     WILLIAM C. GREEN


	 	 	 Name: William C. Green

	 	 	 Title: Senior Vice President

	
	 Address:

	 One Wachovia Center

	 301 South College Street

	 Charlotte, North Carolina 28288-0166

	 Attention: William C. Green

	 Fax No: (704) 383-7639

	
	 with a copy to:

	
	 One Wachovia Center

	 301 South College Street

	 Charlotte, North Carolina 28288-0630

	 Attention: Timothy F. Danello, Esq.

	 Fax No: (704) 383-0353