CAPLEASE, INC. Shares of 7.25% Series C Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2013 • CapLease, Inc. • Real estate investment trusts • New York
CapLease, Inc., a Maryland corporation (the “Company”), confirms its agreement with you (the “Underwriter” or “Wells Fargo”), with respect to the sale by the Company to the Underwriter of an aggregate of 850,000 shares (the “Shares”) of 7.25% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company (the “Series C Preferred Stock”). The Company previously issued and sold 850,000 shares of Series C Preferred Stock (the “Existing Series C Preferred Stock”) on January 25, 2013, which shares were registered with the U.S. Securities and Exchange Commission (the “Commission”), and all of which Existing Series C Preferred Stock are outstanding as of the date hereof. The Shares will have identical terms and conditions, other than issue date and issue price, as the Existing Series C Preferred Stock, and will constitute an additional issuance of and form a single series with, the Existing Series C Preferred Stock.
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LPCapLease, Inc. • March 1st, 2013 • Real estate investment trusts
In connection with the issuance of up to 850,000 shares of 7.25% Series C Cumulative Redeemable Preferred Stock by CapLease, Inc. (the “Company” and the “Original Limited Partner”) and the contribution to Caplease, LP (the “Partnership”) by the Original Limited Partner of some or all of the net proceeds therefrom and pursuant to Article XII of the First Amended and Restated Limited Partnership Agreement of Caplease, LP (the “Partnership Agreement”), this THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPLEASE, LP (this “Amendment”) is made and entered into as of the 28th day of February, 2013, by and between CLF OP General Partner LLC (the “General Partner”) and the Original Limited Partner for the sole purpose of (i) increasing the number of designated Series C Preferred Units to 1,700,000 and (ii) authorizing the issuance of up to an additional 850,000 Series C Preferred Units to the Original Limited Partner, from time to time as follows:
