0001057689-07-000028 Sample Contracts

DEUTSCHE BANK SECURITIES INC. $75,000,000 AGGREGATE PRINCIPAL AMOUNT CAPLEASE, INC. DUE 2027 Resale Registration Rights Agreement Dated October 9, 2007
Registration Rights Agreement • October 9th, 2007 • CapLease, Inc. • Real estate investment trusts • New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 9, 2007, between CapLease, Inc., a Maryland corporation (together with any successor entity, herein referred to as the “Company”), and Deutsche Bank Securities Inc., as the representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) named in the Purchase Agreement (as defined below).

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CAPLEASE, INC., as Issuer EACH OF THE GUARANTORS PARTY HERETO 7.50% Convertible Senior Notes due 2027
Indenture • October 9th, 2007 • CapLease, Inc. • Real estate investment trusts • New York

INDENTURE dated as of October 9, 2007 among CapLease, Inc., a Maryland corporation (the “Company”), Caplease, LP, Caplease Debt Funding, LP, Caplease Services Corp. and Caplease Credit LLC (each a “Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”).

75,000,000 AGGREGATE PRINCIPAL AMOUNT CAPLEASE, INC.
Purchase Agreement • October 9th, 2007 • CapLease, Inc. • Real estate investment trusts • New York

CapLease, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I (the “Initial Purchasers”) $75,000,000 in aggregate principal amount of its 7.5% Convertible Senior Notes due 2027 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $25,000,000 in aggregate principal amount of its 7.5% Convertible Senior Notes due 2027 (the “Optional Notes” and, together with the Firm Notes, the “Notes”). Deutsche Bank Securities Inc. has agreed to act as representative of the several Initial Purchasers (in such capacity, the “Representative”) in connection with the offering and sale of the Notes. To the extent that there are no additional Initial Purchasers listed on Schedule I other than you, the terms Representative and Initial Purchaser as used herein shall mean you, as Initial Purchaser. The terms Representative and Initial Purchasers shall mean either the singula

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