Exhibit
10.1


EXECUTION VERSION


STOCK PURCHASE
AGREEMENT


by and between


SPIRIT FINANCE
CORPORATION


and


REDFORD HOLDCO,
LLC


Dated as of March
12, 2007


















TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II PURCHASE AND SALE OF THE SHARES

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Issuance and Sale of the Shares

  	
   

  	
  2

  
	
  Section 2.2

  	
   

  	
  Registration Rights

  	
   

  	
  2

  
	
  Section 2.3

  	
   

  	
  Closing and Delivery

  	
   

  	
  3

  
	
  Section 2.4

  	
   

  	
  Restrictive Legend

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE
  COMPANY

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Shares

  	
   

  	
  4

  
	
  Section 3.2

  	
   

  	
  WKSI Status

  	
   

  	
  4

  
	
  Section 3.3

  	
   

  	
  Investment Company

  	
   

  	
  4

  
	
  Section 3.4

  	
   

  	
  Authority; Non-Contravention; Board Approval

  	
   

  	
  4

  
	
  Section 3.5

  	
   

  	
  Litigation

  	
   

  	
  5

  
	
  Section 3.6

  	
   

  	
  Brokers

  	
   

  	
  5

  
	
  Section 3.7

  	
   

  	
  No Other Representations of the Company

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE
  PURCHASER

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Organization and Qualification

  	
   

  	
  6

  
	
  Section 4.2

  	
   

  	
  Authority; Non-Contravention

  	
   

  	
  6

  
	
  Section 4.3

  	
   

  	
  Litigation

  	
   

  	
  7

  
	
  Section 4.4

  	
   

  	
  No Vote Required

  	
   

  	
  7

  
	
  Section 4.5

  	
   

  	
  Ownership of Company Stock

  	
   

  	
  7

  
	
  Section 4.6

  	
   

  	
  Purchase for Investment

  	
   

  	
  7

  
	
  Section 4.7

  	
   

  	
  No Other Representations of the Purchaser

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V COVENANTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Registration Rights

  	
   

  	
  7

  
	
  Section 5.2

  	
   

  	
  Reservation of Company Stock

  	
   

  	
  7

  
	
  Section 5.3

  	
   

  	
  Listing of Shares

  	
   

  	
  7

  
	
  Section 5.4

  	
   

  	
  Regulatory Matters

  	
   

  	
  8

  
	
  Section 5.5

  	
   

  	
  WKSI Status

  	
   

  	
  8

  
	
  Section 5.6

  	
   

  	
  Use of Proceeds

  	
   

  	
  8

  
	
  Section 5.7

  	
   

  	
  Expenses

  	
   

  	
  8

  
	
  Section 5.8

  	
   

  	
  Confidentiality

  	
   

  	
  8

  
	
  Section 5.9

  	
   

  	
  Public Announcement

  	
   

  	
  9

  



 













 


	
  ARTICLE VI CONDITIONS TO CLOSING OF THE
  PURCHASER

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Representations and Warranties

  	
   

  	
  9

  
	
  Section 6.2

  	
   

  	
  Performance

  	
   

  	
  9

  
	
  Section 6.3

  	
   

  	
  Regulatory Consents

  	
   

  	
  9

  
	
  Section 6.4

  	
   

  	
  Absence of a Company Material Adverse Effect

  	
   

  	
  9

  
	
  Section 6.5

  	
   

  	
  Opinion of Company’s Counsel

  	
   

  	
  10

  
	
  Section 6.6

  	
   

  	
  Litigation

  	
   

  	
  10

  
	
  Section 6.7

  	
   

  	
  Merger Agreement

  	
   

  	
  10

  
	
  Section 6.8

  	
   

  	
  Compliance Certificate

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII CONDITIONS TO CLOSING OF THE COMPANY

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Representations and Warranties

  	
   

  	
  10

  
	
  Section 7.2

  	
   

  	
  Performance

  	
   

  	
  10

  
	
  Section 7.3

  	
   

  	
  Regulatory Consents

  	
   

  	
  10

  
	
  Section 7.4

  	
   

  	
  Litigation

  	
   

  	
  11

  
	
  Section 7.5

  	
   

  	
  Authorizations

  	
   

  	
  11

  
	
  Section 7.6

  	
   

  	
  Compliance Certificate

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII INDEMNIFICATION

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Company Indemnification

  	
   

  	
  11

  
	
  Section 8.2

  	
   

  	
  Purchaser Indemnification

  	
   

  	
  12

  
	
  Section 8.3

  	
   

  	
  Procedure

  	
   

  	
  12

  
	
  Section 8.4

  	
   

  	
  Indemnification Non-Exclusive

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX TERMINATION

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X GENERAL PROVISIONS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  13

  
	
  Section 10.2

  	
   

  	
  Notices

  	
   

  	
  13

  
	
  Section 10.3

  	
   

  	
  Entire Agreement

  	
   

  	
  14

  
	
  Section 10.4

  	
   

  	
  Severability

  	
   

  	
  15

  
	
  Section 10.5

  	
   

  	
  Interpretation

  	
   

  	
  15

  
	
  Section 10.6

  	
   

  	
  Counterparts; Effect

  	
   

  	
  15

  
	
  Section 10.7

  	
   

  	
  No Third-Party Beneficiaries

  	
   

  	
  15

  
	
  Section 10.8

  	
   

  	
  Governing Law

  	
   

  	
  15

  
	
  Section 10.9

  	
   

  	
  Venue

  	
   

  	
  15

  
	
  Section 10.10

  	
   

  	
  Waiver of Jury Trial and Certain Damages

  	
   

  	
  16

  
	
  Section 10.11

  	
   

  	
  Assignment

  	
   

  	
  16

  



 



 ii















SCHEDULES AND EXHIBITS


	
  Schedule 3.4(b)

  	
  –

  	
  Company Required Approvals

  
	
  Schedule 4.2(b)

  	
  –

  	
  Purchaser Required Approvals

  
	
  Schedule 4.5

  	
  –

  	
  Company Common Stock Owned by Purchaser

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  –

  	
  Registration Rights

  
	
  Exhibit B

  	
  –

  	
  Form of Opinion of Company Counsel

  
	
  Exhibit C

  	
  –

  	
  Form of Company Compliance Certificate

  
	
  Exhibit D

  	
  –

  	
  Form of Purchaser Compliance Certificate

  



 


















STOCK PURCHASE AGREEMENT


This STOCK PURCHASE AGREEMENT, dated as of March 12,
2007 (this “Agreement”), is entered into by and between SPIRIT FINANCE
CORPORATION, a Maryland corporation (the “Company”), and REDFORD HOLDCO,
LLC, a Delaware limited liability company (the “Purchaser”).


RECITALS


WHEREAS, the Company wishes to sell 6,150,000 shares
(the “Shares”) of its common stock, par value $.01 per share (the “Company
Common Stock”), to the Purchaser, and the Purchaser wishes to purchase the
Shares; and


WHEREAS, simultaneously with the execution of this
Agreement the Company, the Purchaser, and Redford Merger Co., a Maryland
corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”),
are entering into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which Merger Sub will merge with and into the Company and whereby
the Company will become a wholly owned subsidiary of the Purchaser;


NOW, THEREFORE, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


Section 1.1             Definitions.  For purposes of this Agreement, terms used
but not otherwise defined herein shall have the meanings given them in the
Merger Agreement.  In addition the
following terms shall have the following meanings:


Agreement has the meaning
specified in the Introduction.


Blackout Notice has the meaning
specified in Section 2(c) of Exhibit A.


Blackout Period has the meaning
specified in Section 2(c) of Exhibit A.


Closing has the meaning
specified in Section 2.3(a).


Closing Date has the meaning
specified in Section 2.3(a).


Company has the meaning
specified in the Introduction.


Company Common Stock has the
meaning specified in the Recitals.


Company Material Adverse Effect
has the meaning specified in the Merger Agreement, as modified in the
introduction to Article III hereof.


Demand Notice has the meaning
specified in Section 2(b) of Exhibit A.


Holder has the meaning specified
in Section 10 of Exhibit A.













Indemnified Party has the
meaning specified in Section 9.3.


Losses has the meaning specified
in Section 7(a) of Exhibit A.


Merger Sub has the meaning
specified in the Recitals.


Merger Agreement has the meaning
specified in the Recitals.


Parent has the meaning specified
in the Recitals.


Per Share Price has the meaning
specified in Section 2.1.


Purchaser has the meaning
specified in the Introduction.


Registrable Shares means the
Shares that are not Transferable Shares, and any Company Common Stock or other
securities of the Company or any successor entity which may be issued or
distributed in respect of the Registrable Shares by way of stock dividend or
stock split or other distribution, recapitalization, merger, conversion or
reclassification.


Registration Rights has the
meaning specified in Section 2.2.


SEC means the Securities and
Exchange Commission.


Selling Stockholders has the
meaning specified in Section 3 of Exhibit A.


Shareholder has the meaning
specified in Section 5.10.


Shares has the meaning specified
in the Recitals.


Shelf Registration Statement has
the meaning specified in Section 2(a) of Exhibit A.


Transferable Shares shall mean
the Shares that are eligible for resale pursuant to paragraph (k) of Rule 144
under the Securities Act (or any similar provision then in force).


ARTICLE II


PURCHASE AND SALE OF THE
SHARES


Section 2.1             Issuance and Sale of the Shares Upon
the terms and subject to the conditions of this Agreement, at the Closing, the
Company agrees to issue, sell and deliver to the Purchaser, and the Purchaser
agrees to purchase from the Company, the Shares for a purchase price of $12.99
per Share (the “Per Share Price”).


Section 2.2             Registration Rights.  The Purchaser shall have the rights to
registration under the Securities Act of the Registrable Shares, on the terms
and subject to the conditions set forth in Exhibit A (the “Registration
Rights”).



 2
 









Section 2.3             Closing and Delivery.


(a)           The consummation of the purchase and sale of
the Shares pursuant to Section 2.1 (the “Closing”) shall take place on
the third Business Day immediately following the date on which the last of the
conditions set forth in Articles VI and VII hereof is fulfilled or waived
(other than any conditions that by their nature are to be satisfied at the
Closing, but subject to the satisfaction or waiver of those conditions at the
Closing) at 10:00 a.m., local time, at the offices of Kutak Rock LLP,
1801 California Street, Suite 3100, Denver, Colorado 80202, or at
such other date, time and place as the Company and the Purchaser shall mutually
agree in writing (the date of the Closing being the “Closing Date”).


(b)           At the Closing, the Company shall deliver to
the Purchaser one or more certificates representing the Shares, against
delivery to the Company of a wire transfer of immediately available funds in US
dollars to the order of the Company in the aggregate amount equal to the Per
Share Price times the number of Shares to be purchased at such time by the
Purchaser, and the Company shall cause its transfer agent to register the
Purchaser as the holder of the Shares then acquired in the register of holders
of the Company Common Stock.


Section 2.4             Restrictive Legend.  The certificates evidencing the Shares shall
bear (i) any legend required by the Company to maintain its status as a
REIT and (ii) the following legend until such time as (A) such Shares are
sold pursuant to an effective registration statement under the Securities Act,
(B) such Shares are eligible for resale in reliance on paragraph (k) of Rule
144 under the Securities Act, or (C) the Purchaser or any transferee thereof
delivers an opinion of counsel reasonably acceptable to the Company to the
effect that such legend is no longer required under the Securities Act:


THESE SECURITIES WERE
SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF
1933 OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THESE SECURITIES ARE SUBJECT TO THE
PROVISIONS OF THE STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 12, 2007, BY AND
BETWEEN SPIRIT FINANCE CORPORATION AND REDFORD HOLDCO, LLC AND MAY NOT BE SOLD
OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.


Notwithstanding the foregoing, for the avoidance of
doubt, the Purchaser shall be entitled to make pro rata distributions of the
Shares to its members without delivering an opinion of counsel if such transfer
is registered under the Securities Act or made pursuant to an exemption from
registration under the Securities Act.



 3
 









ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company hereby makes for the benefit of the
Purchaser the representations and warranties set forth in Article III of the
Merger Agreement, mutatis mutandis, as if set forth
in full herein (except that the term “Company Material Adverse Effect”
shall be deemed to include a material adverse effect on, in addition to the
matters described in clauses (x), (y) and (z) of Section 3.1(a) thereof,
the ability of the Company to consummate the transactions contemplated by, or
perform its obligations under, this Agreement), and the Company further
represents and warrants to the Purchaser as follows:


Section 3.1             Shares.  The Shares to be issued, sold and delivered
pursuant to this Agreement have been duly authorized by all requisite action of
the Company and, when issued, the Shares will be validly issued and
outstanding, fully paid and nonassessable, and will not be subject to any
preemptive rights of the holders of any other class or series of the capital
stock of the Company.  Upon the issuance
of the Shares, the Shares will be free and clear of all transfer restrictions
and Liens of any nature whatsoever, with the exception of any restrictions on
transferability set forth herein, under the Securities Act or any securities
laws of any jurisdiction or as set forth in the Company Charter.


Section 3.2             WKSI Status.  The Company is a “well-known seasoned issuer”
and is not an “ineligible issuer” (as such terms are defined in Rule 405 under
the Securities Act).


Section 3.3             Investment Company.  The Company is not and, after giving effect
to the offering and sale of the Shares and the application of the proceeds
thereof, will not be an “investment company” or a company “controlled” by an “investment
company,” as such terms are defined in the Investment Company Act of 1940, as
amended.


Section 3.4             Authority; Non-Contravention; Board
Approval.


(a)           Authority.  The Company has all necessary corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  No
other proceedings on the part of the Company or any Company Subsidiary are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.  This Agreement has
been duly and validly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery hereof by the Purchaser, constitutes
a valid, legal and binding agreement of the Company, enforceable against the
Company in accordance with and subject to its terms and conditions, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors’ rights or by general equity
principles.


(b)           Non-Contravention.  Except as set forth in Schedule 3.4(b) hereof
and except (a) for filings, reports, permits, authorizations, consents and
approvals as may be required under, and other applicable requirements of, the
Exchange Act, the Securities Act, the NYSE, state securities or state “blue sky”
laws and (b) for such filings that have already been made or



 4
 









such consents that already have been received, none of the execution,
delivery or performance of this Agreement by the Company, the consummation by
the Company of the transactions contemplated hereby or compliance by the
Company with any of the provisions hereof will (i) conflict with or result
in any breach of any provision of the organizational documents of the Company
or any of its Material Subsidiaries, (ii) require any filing by the
Company or any of the Company Subsidiaries with, notice to, or permit, authorization,
consent or approval of, any Governmental Entity, (iii) require any consent
or notice under, result in a violation or breach by the Company or any of the
Company Subsidiaries of, constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, result in the triggering of any payment or
any termination, buy-sell, transfer, option, right of first refusal, right of
first offer, tag-along or any similar right by any party, or result in the
creation of any Lien or other encumbrance on any property or asset of the
Company or any of the Company Subsidiaries or otherwise give rise to any
material obligation on the part of the Company, any Company Subsidiary or any
other party pursuant to, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, Permit or other instrument or
obligation or Material Contract or Company Lease to which the Company or any of
the Company Subsidiaries is a party or by which they or any of their respective
properties or assets may be bound or (iv) violate any Law, excluding from
the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits,
authorizations, consents, approvals, violations, breaches, trigger events,
creation of liens or defaults which, individually or in the aggregate, would
not either (A)  prevent or materially delay consummation of the
transactions contemplated by this Agreement, (B) otherwise prevent or
materially delay performance by the Company of its obligations under this
Agreement or (C) reasonably be likely to have a Company Material Adverse
Effect.


(c)           Board Approval.  The Company Board has taken all action
necessary to approve the Merger and the acquisition of beneficial ownership of
the Shares by the Purchaser, Parent and any of their respective Affiliates and
associates prior to entering into this Agreement.  The Company has taken all action required to
be taken by it in order to exempt this Agreement and the transactions
contemplated hereby from, and this Agreement and such transactions are exempt
from and will not trigger, the requirements of any Takeover Statutes or any
takeover provision in the Company Charter, Company Bylaws or other
organizational document to which the Company is a party.


Section 3.5             Litigation.  There is no suit, claim, action, proceeding
or investigation pending or, to the knowledge Company, threatened against the
Company that questions the validity of this Agreement or any action to be taken
by the Company in connection with the consummation of the transactions
contemplated hereby.


Section 3.6             Brokers.  The Company has not entered into any
contract, arrangement or understanding with any Person or firm which may result
in the obligation of the Company, any Company Subsidiary, the Purchaser, Parent
or Merger Sub or any of their Affiliates to pay any finder’s fees, brokerage or
agent’s commissions or other like payments in connection with the negotiations
leading to this Agreement or consummation of the transactions contemplated
hereby, except that the Company has retained Wachovia Capital Markets, LLC
and Citigroup Global Markets Inc. as joint financial advisors to the
Company Board in connection with the Merger.



 5
 









Section 3.7             No Other Representations of the Company.  Except for the representations and warranties
contained in this Article III or the Merger Agreement, neither the Company nor
any other Person acting on its behalf makes any representation or warranty,
express or implied, regarding the Company.


ARTICLE IV


REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER


The Purchaser hereby
represents and warrants to the Company as follows:


Section 4.1             Organization and Qualification.  It is a corporation or other entity duly
organized and validly existing under the laws of its jurisdiction of
incorporation or organization, as the case may be.


Section 4.2             Authority; Non-Contravention.


(a)           Authority.  It has all necessary corporate or other
entity power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  No other proceedings on its part are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.  This Agreement has
been duly and validly authorized, executed and delivered by it and, assuming
due authorization, execution and delivery hereof by each of the parties hereto,
constitutes its valid, legal and binding agreement, enforceable against it in
accordance with and subject to its terms and conditions, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors’ rights or by general equity
principles.


(b)           Non-Contravention.  Except as set forth in Schedule 4.2(b) hereof
and except (a) for filings, reports, permits, authorizations, consents and
approvals as may be required under, and other applicable requirements of, the
Exchange Act, the Securities Act, the NYSE, state securities or state “blue sky”
laws and (b) for such filings that have already been made or such consents that
already have been received, none of the execution, delivery or performance of
this Agreement by it, the consummation by it of the transactions contemplated
hereby or compliance by it with any of the provisions hereof will
(i) conflict with or result in any breach of any provision of its
organizational documents, (ii) require any filing by it with, notice to,
or permit, authorization, consent or approval of, any Governmental Entity,
(iii) require any consent or notice under, result in a violation or breach
by it of, constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, amendment, cancellation or
acceleration) under, result in the triggering of any payment or any
termination, buy-sell, transfer, option, right of first refusal, right of first
offer, tag-along or any similar right by any party, or result in the creation
of any Lien or other encumbrance on any of its properties or assets or
otherwise give rise to any material obligation on its part or any other party
pursuant to, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, Permit or other instrument or obligation
or material contract or lease to which it is a party or by which it or any of
its properties or assets may be bound or (iv) violate any Law, excluding
from the foregoing clauses (ii), (iii) and (iv) such filings, notices,
permits, authorizations, consents,



 6
 









approvals, violations, breaches, trigger events, creation of liens or
defaults which, individually or in the aggregate, would not either (A) 
prevent or materially delay consummation of the transactions contemplated by
this Agreement, or (B) otherwise prevent or materially delay performance
by the Company of its obligations under this Agreement.


Section 4.3             Litigation.  There is no suit, claim, action, proceeding
or investigation pending or, to its knowledge, threatened against it that
questions the validity of this Agreement or any action to be taken by it in
connection with the consummation of the transactions contemplated hereby.


Section 4.4             No Vote Required.  No vote of the holders of any class or series
of its capital stock is necessary to approve this Agreement or the transactions
contemplated hereby.


Section 4.5             Ownership of Company Stock.  Except as set forth in Schedule 4.5 hereto,
as of the date hereof, neither it nor any of its Affiliates (excluding for the
purposes of this Section 4.5 its officers and directors) beneficially owns (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
of capital stock of the Company.


Section 4.6             Purchase for Investment.  It acknowledges that the Shares have not been
registered under the Securities Act or under any state securities laws.  It (i) is acquiring the Shares pursuant to an
exemption from registration under the Securities Act solely for investment with
no present intention to distribute any of the Shares to any person, (ii) will
not sell or otherwise dispose of any of the Shares, except in compliance with
the registration requirements or exemption provisions of the Securities Act and
any other applicable securities laws, (iii) has such knowledge and experience
in financial and business matters and in investments of this type that it is
capable of evaluating the merits and risks of its investment in the Shares and
of making an informed investment decision and (iv) is an accredited investor
(as that term is defined in Rule 501 promulgated under the Securities Act).


Section 4.7             No Other Representations of the
Purchaser.  Except for the
representations and warranties contained in this Article IV, neither it nor any
other Person acting on its behalf makes any representation or warranty, express
or implied, regarding it.


ARTICLE V


COVENANTS


Section 5.1             Registration Rights.  The Company shall comply with the provisions
contained in Exhibit A regarding the Registration Rights.


Section 5.2             Reservation of Company Stock.  The Company shall reserve and keep available
out of its authorized but unissued shares of Company Common Stock the Shares to
be purchased and sold hereunder.


Section 5.3             Listing of Shares.  The Company shall cause the issuance of the
Shares to be approved by the New York Stock Exchange prior to the Closing Date.



 7
 









Section 5.4             Regulatory Matters.


(a)           Regulatory Approvals.  Each party hereto shall cooperate and use its
commercially reasonable efforts to promptly prepare and file all necessary
documentation, to effect all necessary applications, notices, petitions,
filings and other documents, and to use all commercially reasonable efforts to
obtain all necessary or advisable permits, consents, approvals and
authorizations of all Governmental Entities. 
Each party shall have the right to review a reasonable time in advance
and to provide comments on any such filing.


(b)           Actions by Affiliates.  Notwithstanding any other provision of this
Agreement, the Purchaser shall not be required to cause any portfolio company,
investment fund or other Affiliate of any shareholder of the Purchaser or any
director, officer, employee, general partner, limited partner, member or
manager of any shareholder of the Purchaser to take any action, undertake any
divestiture or restrict its conduct other than to provide responsive
information required to make any submission or application to a Governmental
Entity and to otherwise cooperate in connection with any such submission or
application as is necessary and customary under the circumstances.


Section 5.5             WKSI Status.  The Company shall maintain its status as a “well-known
seasoned issuer” and shall not become an “ineligible issuer” (as such terms are
defined in Rule 405 under the Securities Act) until the earlier to occur of (i)
the closing date of the Merger, (ii) the closing date of any other merger or
similar transaction if the Merger Agreement is terminated, or (iii) two years
from the date hereof.


Section 5.6             Use of Proceeds.  The Company shall use the proceeds from the
sale of the Shares in accordance with the Merger Agreement.


Section 5.7             Expenses.  The Company and the Purchaser shall each bear
its own expenses and legal fees with respect to this Agreement and the
transactions contemplated hereby.


Section 5.8             Confidentiality.  Notwithstanding any other agreements between
the Purchaser and any of its Affiliates, on the one hand, and the Company, on
the other hand, the Purchaser shall not, without the consent of the Company,
disclose to any Person non-public or confidential information concerning the
business or affairs of the Company and will hold all such information in the
strictest confidence; provided, however, that the Purchaser may
disclose any such information:


(i)            to representatives of
the Purchaser (including but not limited to financial advisors, legal counsel
and agents); provided, that the disclosure of such information is
protected by an obligation of confidentiality;


(ii)           to the Guarantors or
their Affiliates; provided, that the disclosure of such information is
the subject of and protected by a written confidentiality agreement on
comparable terms to the provisions of the Confidentiality Agreement; and


(iii)          if the Purchaser obtains
the Company’s prior written consent, such consent not to be unreasonably
withheld, delayed or conditioned, and obtains a confidentiality and standstill
agreement among such Person, the Purchaser and the



 8
 









Company in form and substance reasonably
satisfactory to the Company; provided that such non-public information
of the Company may be provided to U.S. rating agencies that have a duty to keep
such information confidential.


Section 5.9             Public Announcement.  The Company and the Purchaser shall consult
with each other before issuing any press release or otherwise making any public
statements with respect to this Agreement or the transactions contemplated
hereby and shall not issue any such press release or make any such public
statement without the prior consent of the other parties, which consent shall
not be unreasonably withheld, delayed or conditioned; provided, however,
that a party may, without the prior consent of the other party, issue such
press release or make such public statement as may be required by Law or the
applicable rules of any stock exchange or quotation system if the party issuing
such press release or making such public statement has used its commercially
reasonable efforts to consult with the other party and to obtain such party’s
consent but has been unable to do so in a timely manner.  In this regard, the parties shall make a
joint public announcement of the transactions contemplated hereby no later than
the opening of trading on the NYSE on the Business Day following the date on
which this Agreement is fully executed and the Company may file this Agreement
with the SEC as may be required under the Securities Act or the Exchange Act.


ARTICLE VI


CONDITIONS TO CLOSING OF THE PURCHASER


The Purchaser’s obligations to purchase the Shares at
the Closing is subject to the fulfillment to the Purchaser’s satisfaction on or
prior to the Closing Date of each of the following conditions:


Section 6.1             Representations and Warranties.  The representations and warranties made by
the Company in Article III hereof shall be true and correct as of the date of
this Agreement and as of the Closing Date as though made on and as of the
Closing Date (except to the extent any such representation or warranty
expressly speaks as of an earlier date).


Section 6.2             Performance.  All covenants, agreements and conditions
contained in this Agreement to be performed or complied with by the Company on
or prior to the Closing Date shall have been performed or complied with in all
material respects.


Section 6.3             Regulatory Consents.  All notices, reports and other filings
required to be made prior to the Closing by the Company or any of the Company
Subsidiaries with, and all consents, registrations, approvals, permits and
authorizations required to be obtained prior to the Closing by the Company or
any of the Company Subsidiaries from, any Governmental Entity in connection
with the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by the Company shall have been made or
obtained and shall be effective on and as of the Closing Date.


Section 6.4             Absence of a Company Material Adverse
Effect.  Since the date of this
Agreement there shall not have been any event, change, effect, development,
condition or



 9
 









occurrence that has had or would reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse
Effect.


Section 6.5             Opinion of Company’s Counsel.  The Purchaser shall have received from
outside counsel to the Company an opinion addressed to the Purchaser, dated the
Closing Date, in form and substance reasonably satisfactory to the Purchaser,
to the effect set forth in Exhibit C.


Section 6.6             Litigation.  No preliminary or permanent injunction or
other order issued by a court or other Governmental Entity of competent
jurisdiction shall be in effect, and no Law shall have been enacted or
promulgated, which would have the effect of (i) making the consummation of
the transactions contemplated hereby illegal, or (ii) otherwise
prohibiting the consummation of the transactions contemplated hereby; provided,
however, that prior to the Purchaser asserting this condition the
Purchaser shall, in the case of an injunction or order enjoining or prohibiting
it from consummating the transactions contemplated hereby, have used its
commercially reasonable efforts to prevent the entry of any such injunction or
other order and to appeal as promptly as possible any such injunction or other
order that may be entered.


Section 6.7             Merger Agreement.  The Merger Agreement shall be in full force
and effect and shall not have been terminated.


Section 6.8             Compliance Certificate.  The Company shall have delivered to the
Purchaser a certificate of the Chief Executive Officer or President of the
Company, dated as of the Closing Date, to the effect that the conditions set
forth in Sections 6.1, 6.2, 6.3 and 6.4 have been satisfied.  Such certificate shall be substantially in
the form set forth in Exhibit D.


ARTICLE VII


CONDITIONS TO CLOSING OF
THE COMPANY


The Company’s obligation to sell the Shares at the
Closing is subject to the fulfillment to its satisfaction on or prior to the
Closing Date of each of the following conditions:


Section 7.1             Representations and Warranties.  The representations and warranties made by
the Purchaser in Article III hereof shall be true and correct as of the date of
this Agreement and as of the Closing Date as though made on and as of the
Closing Date (except to the extent any such representation or warranty
expressly speaks as of an earlier date).


Section 7.2             Performance.  All covenants, agreements and conditions
contained in this Agreement to be performed or complied with by the Purchaser
on or prior to the Closing Date shall have been performed or complied with in
all material respects.


Section 7.3             Regulatory Consents.  All notices, reports and other filings
required to be made prior to the applicable Closing by the Purchaser or any of
its subsidiaries with, and all consents, registrations, approvals, permits and
authorizations required to be obtained prior to the Closing by the Purchaser or
any of its subsidiaries from, any Governmental Entity in connection with the
execution and delivery of this Agreement and the consummation of the
transactions



 10
 









contemplated hereby by the Purchaser shall have been
made or obtained and shall be effective on and as of the Closing Date.


Section 7.4             Litigation.  No preliminary or permanent injunction or
other order issued by a court or other Governmental Entity of competent
jurisdiction shall be in effect, and no Law shall have been enacted or
promulgated, which would have the effect of (i) making the consummation of
the transactions contemplated hereby illegal, or (ii) otherwise
prohibiting the consummation of the transactions contemplated hereby; provided,
however, that prior to the Company asserting this condition the Company
shall, in the case of an injunction or order enjoining or prohibiting it from
consummating the transactions contemplated hereby, have used its commercially
reasonable efforts to prevent the entry of any such injunction or other order
and to appeal as promptly as possible any such injunction or other order that
may be entered.


Section 7.5             Authorizations.  All authorizations, approvals or permits, if
any, of any Governmental Entity or regulatory body that are required in
connection with the lawful issuance and sale of the Shares pursuant to this
Agreement shall have been duly obtained and shall be effective on and as of the
Closing Date, other than any failures to obtain such authorizations, approvals
or permits that would not be reasonably likely to adversely affect the Company
in any material respect.


Section 7.6             Compliance Certificate.  The Purchaser shall have delivered to the
Company a certificate of an executive officer of the Purchaser, dated as of the
applicable Closing Date, to the effect that the conditions set forth in
Sections 7.1, 7.2 and 7.3 have been satisfied. 
Such certificate shall be substantially in the form set forth in Exhibit
E.


ARTICLE VIII


INDEMNIFICATION


Section 8.1             Company Indemnification.  The Company covenants and agrees to indemnify
and save and hold harmless the Purchaser and its Representatives from and
against any and all losses, costs, expenses, liabilities, claims or legal
damages (including, without limitation, reasonable fees and disbursements of a
single counsel selected by holders of a majority of the Shares at such time and
other reasonable costs and expenses incident to any actual or threatened claim,
suit, action or proceeding, whether incurred in connection with a claim against
the Company or a third party claim) up to the amount equal to the purchase
price paid or to be paid by the Purchaser under this Agreement, arising out of
or resulting from:


(a)           any inaccuracy in or breach of any
representation, warranty, covenant or agreement made by the Company in this
Agreement or in any writing delivered pursuant to this Agreement; or


(b)           the failure of the Company to perform or
observe fully any covenant, agreement or provision to be performed or observed
by it pursuant to this Agreement; provided, that the indemnity agreement
contained in this Section 8.1 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is
effected without the written consent of the Company (which consent shall not be
unreasonably withheld).



 11
 









Section 8.2             Purchaser Indemnification.  The Purchaser covenants and agrees to
indemnify and save and hold harmless the Company and its Representatives from
and against any and all losses, costs, expenses, liabilities, claims or legal
damages (including, without limitation, reasonable fees and disbursements of a
single counsel and other reasonable costs and expenses incident to any actual
or threatened claim, suit, action or proceeding, whether incurred in connection
with a claim against the Purchaser or a third party claim) up to the amount
equal to the purchase price paid or to be paid by the Purchaser under this
Agreement, arising out of or resulting from:


(a)           any inaccuracy in or breach of any
representation, warranty, covenant or agreement made by the Purchaser in this
Agreement or in any writing delivered pursuant to this Agreement; or


(b)           the failure of the Purchaser to perform or
observe fully any covenant, agreement or provision to be performed or observed
by it pursuant to this Agreement; provided, that the indemnity agreement
contained in this Section 8.2 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Purchaser (which consent shall not be
unreasonably withheld).


Section 8.3             Procedure.  Any Person entitled to be indemnified
pursuant to Section 8.1 or 8.2 (each, an “Indemnified Party”) shall
notify the Purchaser or the Company, as the case may be, in writing of any
action against such Indemnified Party in respect of which the other party is or
may be obligated to provide indemnification on account of Section 8.1 or 8.2,
promptly after the receipt of notice. 
The omission of any Indemnified Party so to notify the other party of
any such action shall not relieve such other party from any liability which it
may have to such Indemnified Party except to the extent the other party shall
have been materially prejudiced by the omission of such Indemnified Party so to
notify it.  In case any such action shall
be brought by a third party against any Indemnified Party and it shall notify
the other party of the commencement thereof, the other party shall be entitled
to participate therein and, to the extent that such other party may wish, to
assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from it to such Indemnified Party of its
election so to assume the defense thereof, the other party will not be liable
to such Indemnified Party under Section 8.1 or 8.2 for any legal or other
expense subsequently incurred by such Indemnified Party in connection with the
defense thereof, or for any settlement thereof entered into without the consent
of the other party; provided, however, that if (i) the other
party shall elect not to assume the defense of such claim or action or (ii) the
Indemnified Party reasonably determines (x) that there may be a conflict
between the positions of the other party and of the Indemnified Party in
defending such claim or action or (y) that there may be legal defenses
available to such Indemnified Party different from or in addition to those
available to the other party, then separate counsel for the Indemnified Party
shall be entitled to participate in and conduct the defense, in the case of
clauses (i) and (ii)(x), or such different defenses, in the case of clause
(ii)(y), and the other party shall be liable for any reasonable legal or other
expenses incurred by the Indemnified Party in connection with the defense.


Section 8.4             Indemnification Non-Exclusive.  The foregoing indemnification provisions are
in addition to, and not in derogation of, any statutory, equitable or
common-law remedy any party may have for breach of representation, warranty,
covenant or agreement.



 12
 









ARTICLE IX


TERMINATION


This Agreement may be terminated (i) at any time by
mutual written agreement of the Company and the Purchaser, (ii) by the
Purchaser if the Closing shall not have occurred and the Merger Agreement shall
have been terminated, (iii) by the Company if the Closing shall not have
occurred and the Merger Agreement shall have been terminated by the Company
pursuant to Section 8.1(d) thereof or (iv) by the Company or the Purchaser if
the Closing shall not have occurred on or prior to April 12, 2007; provided,
that the right to terminate this Agreement shall not be available to any party
whose failure to fulfill any of its obligations under this Agreement shall have
proximately contributed to the failure of the applicable Closing to occur.  In the event of the termination of this
Agreement pursuant to this Article IX, this Agreement shall forthwith become
null and void and have no effect, without any liability on the part of the
Purchaser or the Company and each of their respective directors, trustees,
officers, employees, partners, or stockholders and all rights and obligations
of any party hereto shall cease, except for the agreements contained in
Sections 5.1, 5.5, 5.7 and 5.8 and Articles VIII and X; provided, however,
that nothing contained in this Article IX shall relieve any party from
liabilities or damages arising out of any fraud or willful breach by such party
of any of its representations, warranties, covenants or other agreements
contained in this Agreement.


ARTICLE X


GENERAL PROVISIONS


Section 10.1           Survival of Representations and
Warranties.  The representations and
warranties of the parties in this Agreement shall survive the Closing and the
payment for and delivery of the Shares, but shall not survive the Effective
Time under the Merger Agreement, if the Merger shall be consummated.


Section 10.2           Notices.  All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered or sent if delivered personally or sent
by facsimile (providing confirmation of transmission), on the next Business Day
if sent by prepaid overnight carrier (providing proof of delivery), on the
fifth Business Day following the date of mailing if delivered by registered or
certified mail (postage prepaid, return receipt requested) or on the date
delivered if sent by email (providing confirmation of receipt) to the parties
at the following addresses or facsimile numbers (or at such other addresses or
facsimile numbers as shall be specified by the parties by like notice):



 13
 









 


	
  

  	
  (i)

  	
  if to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spirit Finance Corporation

  
	
   

  	
   

  	
  14631 N. Scottsdale Road, Suite 200

  
	
   

  	
   

  	
  Scottsdale, AZ 85254

  
	
   

  	
   

  	
  Attention: Catherine Long

  
	
   

  	
   

  	
  Facsimile: (480) 606-0826

  
	
   

  	
   

  	
  Email: clong@spiritfinance.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kutak Rock LLP

  
	
   

  	
   

  	
  Suite 3100

  
	
   

  	
   

  	
  1801 California Street

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Attention: Paul E. Belitz, Esq.

  
	
   

  	
   

  	
  Facsimile: (303) 292-7799

  
	
   

  	
   

  	
  Email: Paul.Belitz@kutakrock.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  if to the Purchaser, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Redford Holdco, LLC

  
	
   

  	
   

  	
  c/o Macquarie Holdings (USA) Inc.

  
	
   

  	
   

  	
  125 West 55th Street

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
  Attention: Katherine Mogg

  
	
   

  	
   

  	
  Facsimile: (212) 231-1717

  
	
   

  	
   

  	
  Email: Katherine.Mogg@macquarie.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham & Watkins LLP

  
	
   

  	
   

  	
  53rd at Third

  
	
   

  	
   

  	
  885 Third Avenue

  
	
   

  	
   

  	
  New York, NY 10022-4834

  
	
   

  	
   

  	
  Attention:

  	
  Edward Sonnenschein, Esq.

  
	
   

  	
   

  	
   

  	
  David Kurzweil, Esq.

  
	
   

  	
   

  	
  Facsimile: (212) 751-4864

  
	
   

  	
   

  	
  Email:

  	
  ted.sonnenschein@lw.com

  
	
   

  	
   

  	
   

  	
  david.kurzweil@lw.com

  
					



 


Section 10.3           Entire Agreement.  This Agreement, the Confidentiality Agreement
and the Merger Agreement (including the documents and instruments referred to
herein and therein) constitute the entire agreement and supersede all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.



 14
 









Section 10.4           Severability.  Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. 
If the final judgment of a court of competent jurisdiction or other
authority declares that any term or provision hereof is invalid, void or
unenforceable, the parties agree that the court making such determination shall
have the power to reduce the scope, duration, area or applicability of the term
or provision, to delete specific words or phrases, or to replace any invalid,
void or unenforceable term or provision with a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision.


Section 10.5           Interpretation.  When a reference is made in this Agreement to
Sections, Schedules or Exhibits, such reference shall be to a Section, Schedule
or Exhibit of this Agreement, respectively, unless otherwise indicated.  The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation,” if they are not already followed by such words.


Section 10.6           Counterparts; Effect.  This Agreement may be executed by facsimile
and in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
agreement.


Section 10.7           No Third-Party Beneficiaries.  Except as otherwise provided in Article VIII,
this Agreement shall be binding upon and inure solely to the benefit of each
party hereto and each permitted assignee hereof, and nothing in this Agreement,
express or implied, is intended to confer upon any other Person any rights or
remedies of any nature whatsoever under or by reason of this Agreement.


Section 10.8           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the principles of conflicts of law thereof.


Section 10.9           Venue.  Each of the parties hereto irrevocably agrees
that any legal action or proceeding with respect to this Agreement or the
transactions contemplated hereby or for recognition and enforcement of any
judgment in respect hereof or thereof, brought by any other party hereto or its
successors or assigns shall be brought and determined only in the United States
District Court for the Southern District of New York or, if such court would
not have subject matter jurisdiction, in the Supreme Court of the State of New
York in New York County.  Each of the
parties hereto hereby irrevocably submits with regard to any such action or
proceeding for itself and in respect of its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid court.  Each of the parties hereto hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim
or otherwise, in any action or proceeding with respect to this Agreement, or
the transactions contemplated hereby (i) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason other than
the failure to serve in accordance with Section 10.2, (ii) that it or its
property is exempt or



 15
 









immune from jurisdiction of such court or from any
legal process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise) and (iii) to the fullest extent permitted by the
applicable law, that (x) the suit, action or proceeding in such court is
brought in an inconvenient forum, (y) the venue of such suit, action or
proceeding is improper and (z) this Agreement or the subject mater hereof, may
not be enforced in or by such courts.


Section 10.10         Waiver of Jury Trial and Certain Damages.  EACH PARTY TO THIS AGREEMENT WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, WHETHER IN TORT OR IN CONTRACT, AND (B) ANY RIGHT
IT MAY HAVE TO RECEIVE DAMAGES FROM ANY OTHER PARTY BASED ON ANY THEORY OF
LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOST PROFITS) OR
PUNITIVE DAMAGES.


Section 10.11         Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
(whether by operation of law or otherwise) without the prior written consent of
the other party; provided, however, that the Purchaser may,
without the consent of the Company, assign its Registration Rights to any
transferee of its Shares.


[SIGNATURE PAGE
FOLLOWS]



 16















IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the duly authorized officers of the parties hereto as
of the date first written above.


 


SPIRIT FINANCE CORPORATION


 


	
  By:

  	
  /s/ Morton H. Fleischer

  	
   

  
	
   

  	
  Name: Morton H. Fleischer

  
	
   

  	
  Title: Chairman of the Board

  
	
   

  
	
   

  
	
  REDFORD HOLDCO, LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Michael Dorrell

  	
   

  
	
   

  	
  Name: Michael Dorrell

  
	
   

  	
  Title: Treasurer

  



 


[Stock
Purchase Agreement Signature Page]













SCHEDULE 3.4(B)


COMPANY REQUIRED APPROVALS


1.                                       None













SCHEDULE 4.2(B)


PURCHASER REQUIRED APPROVALS


1.                                       None













SCHEDULE 4.5


COMPANY COMMON STOCK OWNED BY PURCHASER


4,727,000 shares of
Company Common Stock


















EXHIBIT A


REGISTRATION RIGHTS


Section 1.               Effectiveness
of Registration Rights.  The
registration rights pursuant to Sections 2 and 3 hereof shall become effective
on the Closing Date.


Section 2.               Registration
Rights Generally.


(a)           Shelf
Registration.  The Company shall
cause to be filed or become effective, no later than 20 days after the Closing
Date, a registration statement (the “Shelf Registration Statement”)
filed with the SEC on Form S-3 (or any successor form), or, at the Company’s
election, a prospectus supplement issued pursuant to the Company’s existing
shelf registration statement, and such other documents as may be necessary to
permit offerings and sales of Registrable Shares by Holders pursuant to Rule
415 under the Securities Act.  Subject to
Section 2(c), the Company shall maintain such Shelf Registration Statement
effective and current until the earlier of (i) the time all Registrable Shares
are sold pursuant to such registration statement and (ii) the time when all
Shares are Transferable Shares.  The
Company shall supplement and amend the Shelf Registration Statement if required
by the rules, regulations or instructions applicable to the registration form
used for such Shelf Registration Statement or if required by the Securities
Act.


(b)           Contingent
Demand Registration.  Subject to
Section 10, in the event that the Company has failed to or is unable to file
and maintain a Shelf Registration Statement as contemplated by Section 2(a) and
until such failure or inability is remedied, one or more Holders holding
individually or in the aggregate at least 20% of the Registrable Shares
outstanding as of the Closing Date shall have the right to make a written
demand upon the Company (a “Demand Notice”) to have the Company as
promptly as practical register under the Securities Act for offer and sale all
Registrable Shares specified to the Company by such Holders within 10 days of
the date of the Demand Notice, and the Company agrees to so register such
Registrable Shares.  If a Demand Notice
has been made on the Company, no subsequent Demand Notice may be made on the
Company for 90 days unless the Company has failed to comply with its
obligations with respect to the Demand Notice. 
The Holders shall have the right to exercise registration rights
pursuant to this Section 2(b) up to four (4) times; provided, however,
that any such exercise shall relate to not less than one million shares of
Company Common Stock.


(c)           Blackout
Period.  Notwithstanding Section 2(a)
above, if the Company shall furnish to the Holders a certificate signed by the
Chief Executive Officer of the Company (each, a “Blackout Notice”)
stating that there is a reasonable likelihood that such disclosure, such
registration statement or related prospectus to be filed, amended or
supplemented, or any other action to be taken in connection with the
prospectus, would materially and adversely affect or interfere with any
financing, acquisition, merger, disposition of assets (outside the ordinary
course of business), corporate reorganization or other similar transaction
involving the Company, the Company shall be entitled to suspend the use of the
registration statement or delay the delivery or filing, but not the
preparation, of any amendment or supplement to the registration statement or
otherwise delay the completion of any sale of Registrable Shares pursuant to
the registration statement for a reasonable period of time, but not to exceed
thirty (30) days (the



 A-1
 









“Blackout Period”) within the ninety (90) day
period beginning on the first day of a Blackout Period; provided, however, that
the Company shall not deliver a Blackout Notice more than twice in any 365-day
period; and provided, further, that any Blackout Period shall only be effective
when and for so long as other holders, if any, of registration rights with
respect to the Company’s securities are restricted from exercising their
registration rights to the same or greater extent as the Holders.  Upon receipt of a Blackout Notice, the
Holders shall not effect sales of Registrable Shares pursuant to the
registration statement.  The Company
shall promptly deliver written notice to the Holders of the expiration or
earlier termination of any Blackout Period.


Section 3.               Incidental
Registration Rights.  Subject to
Section 10, in the event that the Company has failed to or is unable to file
and maintain a Shelf Registration Statement as contemplated by Section 2(a) and
until such failure or inability is remedied, if the Company proposes to
register (including for this purpose a registration effected by the Company for
security holders of the Company other than any Holder) any Company Common Stock
for sale under the Securities Act or effect or participate in an offering of
Company Common Stock under the Securities Act (other than (i) pursuant to
Section 2 hereof, (ii) securities to be issued pursuant to a stock option or
other employee benefit or similar plan, or (iii) securities proposed to be
issued in exchange for securities or assets of, or in connection with a merger
or consolidation with, another corporation) the Company shall, as promptly as
practicable, give written notice to the Holders of the Company’s intention to
effect such registration or effect or participate in such an offering.  If, within ten (10) days after receipt of
such notice, any Holder submits a written request to the Company specifying the
amount of Registrable Shares that it proposes to sell or otherwise dispose of
in accordance with this Section 3, the Company shall use its reasonable best
efforts to include the Registrable Shares specified in the contemplated
offering.  If the offering is to be made
by or through underwriters, the Company, any selling Holder and such
underwriter shall execute an underwriting agreement in customary form; provided,
however, that if the Company and any selling Holder are advised in writing in
good faith by the lead underwriter of the Company’s securities that the amount
to be sold by Persons other than the Company (collectively, “Selling
Stockholders”) is greater than the amount that can be offered without
adversely affecting the offering (taking into consideration the interests of
the Company and the Holders), the Company may reduce the amount offered for the
accounts of Selling Stockholders (including such holders of Registrable Shares)
to a number reasonably deemed satisfactory by such lead underwriter; provided
that the shares that shall be excluded shall be excluded in the following
order: (i) first, securities held by any Persons not having any contractual or
incidental “piggy-back” rights in respect of the offering contemplated by this
Section 3, (ii) second, Registrable Shares held by the Holders sought to be
included in the offering pursuant to this Section 3 and Company Common Stock
sought to be included in such offering by Persons having contractual or
incidental “piggy-back” rights, (iii) third, Company Common Stock sought to be
offered and sold by other Persons having demand rights with respect to such an
offering and (iv) fourth, Company Common Stock sought to be sold by the
Company.  Any reduction of the number of
Registrable Shares indicated under (ii) shall be made on a pro rata basis based
upon the aggregate number of shares of Company Common Stock sought to be
registered pursuant to this section by the relevant Holders and other Persons.



 A-2
 









Section 4.               Underwriting and Broad
Distribution.


(a)           At
the request of any Holder, with respect to a sale of Registrable Shares by such
Holder, the Company shall enter into an underwriting, agency, placement,
subscription or other agreement, in usual and customary form and substance
(including but not limited to usual and customary indemnities, the provision by
independent counsel to the Company of customary opinions and the provision of
customary certificates by officers of the Company and the provision by the
Company’s independent accountants of customary comfort letters as reasonably
requested by such Holder and the lead underwriters of such offering) with
managing underwriters to be selected by such Holder and not disapproved by the
Company acting reasonably, and the Company shall perform its obligations in
connection therewith.


(b)           The
Company shall be required to enter into an underwriting, agency, placement,
subscription or other agreement pursuant to Section 4(a) only if such
Registrable Shares are to be offered and sold in a manner intended to result in
a broad distribution within or outside the United States (simultaneously or
both), such that no single purchaser of the Registrable Shares will acquire in
such offering more than 9.8 percent of the Company Common Stock outstanding at
the time of such purchase and sale.


Section 5.               Registration Mechanics.


(a)           Company
Obligations.  In connection with any
registration of Registrable Shares pursuant to Section 2 or 3, the Company
shall:


(i)            prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act and the rules promulgated thereunder with respect to the sale or other
disposition of all of the securities proposed to be registered by such
registration statement;


(ii)           furnish
to the Holders such number of copies of any prospectus (including preliminary,
amended and supplemental prospectuses and any “issuer free writing prospectuses”
(as such term is defined in Rule 433 under the Securities Act)) and conformed
copies of the registration statement (including amendments or supplements
thereto and, in each case, all exhibits) and such other documents as it may
reasonably request, but only while the Company 
shall be required under the provisions hereof to cause the registration
statement to remain effective;


(iii)          (A)          use its best efforts to register or
qualify the Registrable Shares covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as the Holders or
any underwriter shall reasonably request, and do any and all other acts and
things which may be necessary or advisable to enable such Holders or any
underwriter to consummate the disposition of Registrable Shares in such
jurisdictions and (B) keep such registration or qualification in effect for so
long as the registration statement remains in effect; provided, however, that
the Company shall not be obligated to qualify to do business as a foreign
corporation under the laws of any jurisdiction in which it shall not then be
qualified or to file any



 A-3
 









general consent to service of process in any
jurisdiction in which such a consent has not been previously filed;


(iv)          furnish
to the Holders, addressed to them, (A) an opinion of counsel for the Company,
dated the date of the closing under the underwriting agreement relating to any
underwritten offering, and (B) a “cold comfort” letter signed by the independent
public accountants who have certified the Company’s financial statements
included in such registration statement, covering substantially the same
matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered
to underwriters in underwritten public offerings of securities and such other
matters as such Holders may reasonably request;


(v)           use
its reasonable best efforts to cause all Registrable Shares proposed to be
registered by such registration statement to be registered with or approved by
such other federal or state government agencies or authorities as may be
necessary in the opinion of counsel to the Company to enable the Holders to
consummate the disposition of such Registrable Shares;


(vi)          within
a reasonable time before each filing of the registration statement or
prospectus or amendments or supplements thereto with the SEC, furnish to
counsel selected by the Holders copies of such documents proposed to be filed,
which documents shall be subject to the reasonable approval of such counsel,
and promptly provide such counsel with all written comments from the SEC with
respect to such documents;


(vii)         make
available to the Holders, any underwriter participating in any disposition
pursuant to a registration statement, and any attorney, accountant or other
agent or representative retained by any selling Holder or underwriter, upon
request, all financial and other records, pertinent corporate documents and
properties of the Company and Company Subsidiaries, including access to due
diligence meetings involving the senior executives of the Company, as shall be
reasonably necessary to enable the Holders, representatives of the Holders and
the underwriters to conduct reasonable due diligence and cause the Company’s
officers, directors and employees to supply all information reasonably
requested by any such person in connection with such registration statement
subject, in each case, to such confidentiality agreements as the Company shall
reasonably request and that in the case of the Holders, this obligation shall
only apply to one attorney, accountant or other representative designated by
the Requesting Holders;


(viii)        make
available executive officers and other members of senior management of the
Company (including the principal executive and financial officers of the Company)
at “road shows” or other investor presentations conducted in connection with
offerings of Registrable Shares;


(ix)           notify
the Holders any time a prospectus relating to the offering of Registrable
Shares is required to be delivered or filed under the Securities Act upon
discovery that, or upon the occurrence of any event as a result of which, the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material facts
required to be stated therein or necessary to make the statements therein not
misleading, in light of the circumstances under which they were made, and
(subject to the good



 A-4
 









faith determination of the board of directors of the
Company as to whether to cease all sales under such registration statement), at
the request of the Holders prepare and furnish to it a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, in the light of the
circumstances under which they were made;


(x)            use
reasonable efforts to comply with all applicable rules and regulations of the
SEC; and


(xi)           cause
the Registrable Shares covered by such registration statement to be listed on
the New York Stock Exchange and on any other principal securities exchange on
which Company securities of the same class as the Registrable Shares are then
listed.


(b)           Holder
Obligations.  Each Holder agrees that
upon  receipt of any notice from the
Company of the occurrence of any event of the kind described in Section
5(a)(ix), it will forthwith discontinue its disposition of Registrable Shares
pursuant to the registration statement relating to such Registrable Shares
until it receives copies of the supplemented or amended prospectus contemplated
by Section 5(a)(ix) and, if so directed by 
the Company, it will deliver to the Company all copies then in their
possession of the prospectus relating to such Registrable Shares, current at
the time of receipt of such notice.  If a
Holder’s disposition of Registrable Shares in connection with a Demand Notice
is discontinued pursuant to the foregoing sentence, unless the Company
thereafter extends the effectiveness of the registration statement to permit
dispositions of Registrable Shares by any selling Holders at least thirty (30)
consecutive days and for an aggregate of one hundred and eighty (180) days,
whether or not consecutive, the registration statement shall not be counted for
purposes of determining whether the Holders have exercised a Demand Notice pursuant
to Section 2(b).


Section 6.               Expenses.  The Company shall pay or cause to be paid all
of the Company’s fees and expenses in connection with any registration and sale
of Registrable Shares pursuant to the Registration Rights (including, without
limitation, all registration and filing fees, all printing costs, all fees and
expenses of counsel and independent accountants for the Company, and all fees
and expenses of complying with securities or blue sky laws).


Section 7.               Indemnification and
Contribution.


(a)           Indemnification
by the Company.  With respect to any
offering and sale registered pursuant to these Registration Rights, the Company
agrees to indemnify and hold any selling Holder, each underwriter, if any, of
the Registrable Shares under such registration, and each Person who controls
any of the foregoing within the meaning of Section 15 of the Securities Act,
and any directors and officers of the foregoing, harmless against any and all
losses, claims, damages, or liabilities (including reasonable legal fees and
other reasonable expenses incurred in the investigation and defense thereof) to
which they or any of them may become subject under the Securities Act or
otherwise (collectively “Losses”), insofar as any such Losses shall
arise out of or shall be based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the registration statement relating
to the sale of such Registrable Shares, or the



 A-5
 









omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the prospectus relating to the sale of such
Registrable Shares, or the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the Exchange
Act, any applicable state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any applicable state securities
law; provided, however, that the indemnification contained in this Section 7
shall not apply to such Losses which shall arise out of or shall be based upon
any such untrue statement, or any such omission or alleged omission, which
shall have been made in reliance upon and in conformity with information
furnished in writing to the Company by any selling Holder or any such
underwriter, as the case may be, specifically for use in connection with the
preparation of the registration statement or prospectus contained in the
registration statement or any such amendment thereof or supplement therein.


(b)           Indemnification
by the Holders.  In the case of each
offering and sale registered pursuant to this Article II, any selling Holder
and each underwriter, if any, participating therein shall severally indemnify
and hold harmless the Company and each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, and the directors and
officers of the Company, with respect to any statement in or omission from such
registration statement or prospectus contained in such registration statement
(as amended or as supplemented, if amended or supplemented as aforesaid) if
such statement or omission shall have been made in reliance upon and in
conformity with information furnished in writing to the Company by any selling
Holder or such underwriter, as the case may be, specifically for use in
connection with the preparation of such registration statement or prospectus
contained in the registration statement or any such amendment thereof or
supplement thereto.


(c)           Notice.  Each party indemnified under this Section 7
shall promptly after receipt of notice of the commencement of any claim against
such indemnified party in respect of which indemnity may be sought hereunder,
notify the indemnified party in writing of the commencement thereof.  The failure of any indemnified party to
notify an indemnifying party shall not relieve the indemnifying party from any
liability in respect of such action which it may have to such indemnified party
on account of the indemnity contained in this Section 7, unless (and only to
the extent) the indemnifying party was prejudiced by such failure, and in no
event shall such failure relieve the indemnifying party from any other
liability which it may have to such indemnified party.  In case any action in respect of which
indemnification may be sought hereunder shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it may desire, jointly with any other indemnifying party
similarly notified, to assume the defense thereof through counsel reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation (unless such indemnified party reasonably objects to
such assumption on the grounds that there may be defenses available to it which
are different from or in addition to those



 A-6
 









available to such indemnifying party in which event the
indemnifying party shall not be entitled to assume the defense thereof with
respect to such defenses).  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any claim or pending or threatened proceeding
in respect of which the 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 claim or proceeding.


(d)           Contribution.  If the indemnification provided for in this
Section 7 is unavailable to an indemnified party or is insufficient to hold
such indemnified party harmless from any Losses in respect of which this
Section 7 would otherwise apply by its terms (other than by reason of
exceptions provided herein), then each applicable 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, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in
connection with the offering to which such contributions relates as well as any
other relevant equitable considerations. 
The relative fault shall be determined by reference to, among other
things, each party’s relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, and the opportunity to
correct and prevent any statement or omission. 
The amount paid or payable by a party as a result of any Losses shall be
deemed to include any legal or other fees or expenses incurred by such party in
connection with any investigation or proceeding to the extent such party would
have been indemnified for such expenses if the indemnification provided for in
this Section 7 was available to such party. 
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the preceding paragraph.  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.


Section 8.               Exchange
Act Reports.  With a view to making
available to the Holders the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit an Investor to sell
securities of the Company to the public without registration, prior to
completion of the Merger, the Company agrees to use its reasonable best efforts
to:


(a)           make
and keep public information available, as those terms are understood and
defined in Rule 144, at all times, and take all action as may be required as a
condition to the availability of Rule 144;


(b)           so
long as a Holder owns any Registrable Shares, furnish to any Holders upon its
request a written statement certifying the Company’s compliance with the
reporting requirements of Rule 144 or any similar rule, and a copy of the most
recent annual, periodic or current report of the Company filed pursuant to the
Exchange Act and such other reports and documents as reasonably requested by
such Holder in availing itself of any rule or regulation of the SEC allowing
the sale of the Registrable Shares without registration;



 A-7
 









(c)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and


(d)           facilitate
and expedite transfers of Registrable Shares sold pursuant to SEC Rule 144,
including providing timely notice to its transfer agent to expedite such
transfers.


Section 9.               Other
Agreements.


(a)           The
Company shall not grant, and has not granted, any other Person rights to
register securities of the Company on terms that would be reasonably likely to
restrict the ability of the Company fully to perform its obligations to the
Holders in connection with the Registration Rights.


(b)           The
Company shall not amend any registration rights agreement with any other Person
nor shall the Company waive any provision under any registration rights
agreement that it would be entitled to waive thereunder if such waiver would be
reasonably likely to adversely affect any Holder’s Registration Rights.


Section 10.             Benefits
of Registration Rights.  The
Purchaser and any permitted holder of the Shares under the Stock Purchase
Agreement may exercise and have the benefits of the Registration Rights
initially granted to the Purchaser hereunder in such manner and in such
proportion as shall be determined by the Purchaser (the Purchaser and such
holders exercising Registration Rights each shall be termed a “Holder”
hereunder); provided, that each Holder shall also be subject to the obligations
provided hereunder.



 A-8














EXHIBIT B


FORM OF OPINION OF COMPANY COUNSEL


(i)            The
Company has been duly incorporated and is validly existing and in good standing
under the laws of the State of Maryland.


(ii)           The
Company has the power and authority to execute and deliver the Agreement and to
consummate the transactions contemplated thereby.


(iii)          The
Shares have been duly authorized and when delivered and paid for in accordance
with the terms of the Stock Purchase Agreement will be validly issued, fully
paid and non-assessable; and the issuance of the Shares will not be subject to
any preemptive or similar rights under the Company’s charter or bylaws or under
Maryland law.


(iv)          The
Agreement has been duly and validly authorized, executed and delivered by the
Company and, assuming due authorization, execution and delivery hereof by the
Purchaser, constitutes a valid, legal and binding agreement of the Company,
enforceable against the Company in accordance with and subject to its terms and
conditions, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of
general applicability relating to or affecting creditors’ rights or by general
equity principles.


(v)           None
of the execution, delivery or performance of the Agreement by the Company, the
consummation by the Company of the transactions contemplated thereby or
compliance by the Company with any of the provisions thereof will
(i) conflict with or result in any breach of any provision of the organizational
documents of the Company or any of its Material Subsidiaries, (ii) require
any filing by the Company or any of the Company Subsidiaries with, notice to,
or permit, authorization, consent or approval of, any Governmental Entity,
except for such of the same that has already been obtained, (iii) require
any consent or notice under, result in a violation or breach by the Company or
any of the Company Subsidiaries of, constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination,
amendment, cancellation or acceleration) under, result in the triggering of any
payment or any termination, buy-sell, transfer, option, right of first refusal,
right of first offer, tag-along or any similar right by any party, or result in
the creation of any Lien or other encumbrance on any property or asset of the
Company or any of the Company Subsidiaries or otherwise give rise to any
material obligation on the part of the Company, any Company Subsidiary or any
other party pursuant to, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, Permit or other instrument or
obligation or Material Contract or Company Lease to which the Company or any of
the Company Subsidiaries is a party or by which they or any of their respective
properties or assets may be bound or (iv) violate any Law, excluding from
the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits,
authorizations, consents, approvals, violations, breaches, trigger events,
creation of liens or defaults which, individually or in the aggregate, would
not either (A)  prevent or materially delay consummation of the
transactions contemplated by the Agreement, (B) otherwise prevent or
materially delay performance by the Company of its obligations under the
Agreement or (C) reasonably be likely to have a Company Material Adverse
Effect.  We do not express any



 B-1
 








opinion, however, on whether the execution, delivery
or performance by the Company of the Agreement will constitute a violation of,
or constitute a default under, any covenant, restriction or provision with
respect to financial ratios or tests or any aspect of the financial condition
or results of operations of the Company or any of the Company Subsidiaries.


(vi)          Commencing
with its taxable year ended December 31, 2003, the Company has been organized
and has operated in conformity with the requirements for qualification and
taxation as a REIT, pursuant to Sections 856 through 860 of the Code, and
the Company’s current and proposed method of operation will enable it to
continue to meet the requirements for qualification and taxation as a REIT
under the Code, with customary exceptions, assumptions and qualifications and
based on customary representations.  We
expressly declaim and do not render any opinion with respect to the Company’s
qualification and taxation as a REIT under the Code based on the current and
proposed method of operations for any period after the Merger set forth in the
Merger Agreement.


The foregoing opinion shall be rendered by outside
counsel for the Company reasonably acceptable to the Purchaser.



 B-2














EXHIBIT C


FORM OF COMPANY COMPLIANCE CERTIFICATE


I,                         ,
[Chief Executive Officer][President] of Spirit Finance Corporation, a Maryland
corporation (the “Company”), pursuant to Section 6.8 of the Stock Purchase
Agreement, dated March 12, 2007 (the “Stock Purchase Agreement”), by and
between the Company and Redford Holdco, LLC, a Delaware limited liability
company, hereby certify that:


1.             The representations and warranties
made by the Company in Article III of the Stock Purchase Agreement were true
and correct as of the date of the Stock Purchase Agreement and as of the date
hereof as though made on and as of the date hereof (except to the extent any
such representation or warranty expressly speaks as of an earlier date).


2.             All covenants, agreements and
conditions contained in this Agreement to be performed or complied with by the
Company on or prior to the date hereof have been performed or complied with in
all material respects.


3.             All notices, reports and other
filings required to be made prior to the date hereof by the Company or any of
the Company Subsidiaries with, and all consents, registrations, approvals,
permits and authorizations required to be obtained prior to the date hereof by
the Company or any of the Company Subsidiaries from, any Governmental Entity in
connection with the execution and delivery of the Stock Purchase Agreement and
the consummation of the transactions contemplated thereby by the Company have
been made or obtained and are effective on and as of the date hereof.


4.             Since the date of the Stock
Purchase Agreement there has not been any event, change, effect, development,
condition or occurrence that has had or would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.


5.             The number of shares of Company
Common Stock outstanding as of the day immediately preceding the Closing Date
is [ ].


Capitalized terms used but not defined herein shall
have the meanings set forth in the Stock Purchase Agreement.


[Remainder of page intentionally left blank]



 C-1
 








IN WITNESS WHEREOF, I have hereunto signed my name on
behalf of the Company.


Dated:                       ,
2007


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
								



 



 C-2














EXHIBIT D


FORM OF PURCHASER COMPLIANCE CERTIFICATE


I,                           ,
[INSERT TITLE] of Redford Holdco, LLC, a Delaware limited liability company
(the “Purchaser”), pursuant to Section 7.6 of the Stock Purchase Agreement,
dated March 12, 2007 (the “Stock Purchase Agreement”), by and between Spirit
Finance Corporation, a Maryland corporation, and the Purchaser, hereby certify
that:


1.             The representations and warranties
made by the Purchaser in Article IV of the Stock Purchase Agreement were true and
correct in all material respects as of the date of the Stock Purchase Agreement
and as of the date hereof as though made on and as of the date hereof (except
to the extent any such representation or warranty expressly speaks as of an
earlier date).


2.             All covenants, agreements and
conditions contained in the Stock Purchase Agreement to be performed or
complied with by the Purchaser on or prior to the date hereof have been
performed or complied with in all material respects.


3.             All notices, reports and other
filings required to be made prior to the date hereof by the Purchaser or any of
its subsidiaries with, and all consents, registrations, approvals, permits and
authorizations required to be obtained prior to the date hereof by the
Purchaser or any of its subsidiaries from, any Governmental Entity in
connection with the execution and delivery of the Stock Purchase Agreement and
the consummation of the transactions contemplated thereby by the Purchaser have
been made or obtained and are effective on and as of the date hereof.


Capitalized terms used but not defined herein shall
have the meanings set forth in the Stock Purchase Agreement.


[Remainder of page intentionally left blank]



 D-1
 








IN WITNESS WHEREOF, I have hereunto signed my name on
behalf of the Purchaser.


Dated:                                 ,
2007


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
								



 



 D-2