Exhibit 9.1
MANAGEMENT SHAREHOLDERS' AGREEMENT
THIS MANAGEMENT SHAREHOLDERS' AGREEMENT dated as of _______ __, 1998
(together with all schedules hereto, and as each may be amended, supplemented or
otherwise modified from time to time, the "AGREEMENT") is by and among Capital
Lease Funding, Inc., a Maryland corporation (the "COMPANY") and each of the
shareholders listed on the signature pages hereto.
WHEREAS, the Company was recently organized in order to facilitate the
continuation and expansion of the business of Capital Lease Funding, L.P., a
Delaware limited partnership (the "PARTNERSHIP");
WHEREAS, on the date hereof each Management Shareholder (as hereinafter
defined) has become the owner of the number of shares of the Company's common
stock, par value $.01 per share (the "COMMON STOCK"), set forth on Schedule A
attached hereto opposite such Management Shareholder's name (the "ORIGINAL ISSUE
COMMON STOCK"), in connection with the contribution of such Management
Shareholder's limited partnership interests in the Partnership to the Company
pursuant to the Contribution Agreement dated as of March 12, 1998 by and among
the Company and the equity investors therein (as the same may be amended,
supplemented or otherwise modified from time to time, the "CONTRIBUTION
AGREEMENT");
WHEREAS, the Company has granted or may grant, from time to time, to one or
more Management Shareholders an option or options (the "OPTIONS") to purchase
shares of the Common Stock, pursuant to the terms of the Company's 1998 Stock
Option Plan, the 1998 Non-Qualified Stock Option Plan or any successor plan or
agreement;
WHEREAS, on the date hereof, the Company has registered an aggregate of
[6,750,000] shares of the Common Stock (for issuance to persons other than the
Management Shareholders) in an initial public offering (the "INITIAL PUBLIC
OFFERING") pursuant to the Securities Act (as hereinafter defined);
WHEREAS, the issuance of the Shares (as hereinafter defined) issued or to
be issued to the Management Shareholders have not been (or will not be)
registered under the Securities Act or any state securities laws and the
certificates representing such Shares bear (or will bear) a legend restricting
their transfer;
WHEREAS, the Company has agreed to provide the Management Shareholders with
certain registration rights in respect of that portion of such Shares
constituting Original Issue Common Stock pursuant to the Registration Rights
Agreement, dated as of ________, 1998, among the Company and the shareholders
party thereto (as the same may be amended, supplemented or otherwise modified
from time to time, the "REGISTRATION RIGHTS AGREEMENT");
WHEREAS, the Company and the Management Shareholders desire to promote the
interests of the Company and the mutual interests of the Management Shareholders
by
establishing certain terms and conditions upon which the Shares will be held by
the Management Shareholders.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1. DEFINITIONS. Capitalized words and phrases used and not otherwise
defined in this Agreement shall have the following meanings:
"COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"COMPANY" includes, in addition to the Company, any successor or assignee
corporation or corporations into which or with which the Company may be merged
or consolidated; any corporation for whose shares the Shares of the Company may
be exchanged; and any assignee of or successor to all or substantially all of
the assets of the Company.
"DISABILITY" means the inability, as determined by the Board of Directors
of the Company in its sole and absolute discretion, of a Management Shareholder,
by reason of physical, mental, or emotional infirmity resulting from injury,
sickness, disease, or otherwise, to perform on a full-time basis, for any period
of indefinite duration or for any significant period relative to the function
performed by such Management Shareholder as an employee of the Company, the
duties and obligations then assigned and delegated to such Management
Shareholder by the Company.
"FAMILY MEMBER" means any spouse (including a former spouse under a legally
terminated marriage), or descendant (whether natural, step or adopted) of a
Management Shareholder or any trust formed exclusively for the benefit of the
Management Shareholder or of any such Family Member.
"MANAGEMENT SHAREHOLDER" means each of the persons identified in Schedule A
attached hereto (including Persons acquiring Shares after the date hereof and
becoming parties to this Agreement) and the respective successors, assigns and
transferees of each Management Shareholder as permitted pursuant to this
Agreement.
"PERSON" means any individual, corporation, partnership, trust or other
entity of any nature whatsoever.
"PROPORTIONATE INTEREST" means the proportion of the Offered Shares which
the Shares of each Offeree Shareholder bears to the total Shares owned by all
Offeree Shareholders, in each case at any particular time. The terms "OFFERED
SHARES" and "OFFEREE SHAREHOLDER" are defined in Section 4.1(a).
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"REGISTRABLE SECURITIES" means any shares of Original Issue Common Stock
subject to the Registration Rights Agreement. Any of such shares of Original
Issue Common Stock shall cease to be Registrable Securities when (i) a
registration statement shall have become effective under the Securities Act
pursuant to the provisions of the Registration Rights Agreement and such shares
shall have been disposed of pursuant to such registration statement; (ii) such
shares have been sold or otherwise distributed pursuant to Rule 144 (or any
successor provision) under the Securities Act, (iii) with respect to shares of
Original Issue Common Stock held by any Management Shareholder, registration
under the Securities Act or any applicable state law is not required to permit
the distribution of such securities to the public or an exemption from
registration is available therefor, including, without limitation, at such time
as such securities are eligible for sale or other distribution under Rule 144
(or any successor provision) in accordance with the volume and other limitations
thereof, and (iv) such shares have ceased to be outstanding.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"SHARES" means the Common Stock, including, without limitation, the shares
of Common Stock issued upon exercise of the Options, and any shares of any other
class of stock which the Company may hereafter authorize and issue, including
subscription and other purchase rights relative to any such Shares and all
securities and obligations convertible into or exercisable or exchangeable for
such Shares, in each case whether now or hereafter issued.
"THIRD PARTY" means any Person other than any of the Management
Shareholders and each of their respective Family Members.
"TRANSFER" means any transfer, sale, gift, assignment, distribution,
conveyance, pledge, hypothecation, encumbrance or other voluntary or involuntary
transfer of title or beneficial interest, whether or not for value, including,
without limitation, any disposition by operation of law or any grant of a
derivative or economic interest therein.
ARTICLE II
AGREEMENT TO VOTE SHARES
2.1. AGREEMENT TO VOTE SHARES.
(a) During the term of this Agreement, at every meeting of the
shareholders of the Company and every adjournment thereof, and to the extent
that such action or approval is permitted by the Company's articles of
incorporation or bylaws, on every action or approval by written consent of the
shareholders of the Company, each Management Shareholder shall vote his Shares
in the same manner as the individuals designated as the management designee
pursuant to Section 2.1(b) (the "MANAGEMENT DESIGNEE") shall vote the Shares
owned by such Management Designee.
(b) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is initially designated as the Management Designee.
In the event that ▇▇. ▇▇▇▇▇▇▇ (or any successor Management Designee) shall no
longer be
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employed as the President and Chief Executive Officer of the Company, including,
without limitation, as a result of Disability, such individual shall cease to
serve as a Management Designee as of the date of such termination of his
employment, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel of
the Company, shall serve as the Management Designee. In the event that ▇▇.
▇▇▇▇▇▇▇▇ shall no longer be employed by the Company, including, without
limitation, as a result of Disability, such individual shall cease to serve as a
Management Designee as of the date of such termination of his employment. The
Board of Directors of the Company shall then designate the individual succeeding
to the office of President and Chief Executive Officer, or other office, of the
Company as a successor Management Designee.
2.2. APPOINTMENT OF PROXIES. Each Management Shareholder hereby
constitutes and appoints the Management Designees, and each of them, with full
power of substitution, the Management Shareholder's true and lawful proxies and
attorneys-in-fact, to vote the Shares as indicated in Section 2.1 at any meeting
or, to the extent permitted by the Company's articles of incorporation or
bylaws, in any written consent of the shareholders of the Company. Each
Management Shareholder intends the proxy granted hereby to be irrevocable and
coupled with an interest and will take such further action and execute such
other instruments as may be necessary to effectuate the intent of this proxy.
Each Management Shareholder hereby revokes any proxy previously granted by the
Management Shareholder with respect to the Shares. During the term of this
Agreement, no Management Shareholder shall grant any proxy to any Person which
conflicts with the proxy granted herein and any attempt to do so shall be void.
2.3. VOTING. Each Management Shareholder shall have the right in the first
instance to vote the Shares at any meeting or in any written consent in
accordance with the provisions of Section 2.1. In the event that the Management
Shareholder fails for any reason to vote the Shares in accordance with Section
2.1, then the Management Designee shall have the right to vote the Shares in
accordance with the provisions of Section 2.1 pursuant to the provisions of
Section 2.2. The vote of the Management Designee shall control in any conflict
between the Management Designee's vote of the Shares and the vote by any
Management Shareholder of the Shares.
ARTICLE III
RESTRICTIONS ON TRANSFER
3.1. RESTRICTIONS ON TRANSFER.
(a) No Management Shareholder shall Transfer any Shares which he may now
or hereafter own outright or beneficially, except in accordance with and as
expressly permitted in this Agreement. The Company shall not reflect on its
books any attempted Transfer of Shares, or issue any new Shares, except in
compliance with all of the applicable conditions of this Agreement.
(b) During all periods for which the Shares held by any Management
Shareholder bear a legend restricting their Transfer, no Management Shareholder
shall make
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any Transfer of such Shares unless (i) such Transfer is pursuant to an effective
registration statement under the Securities Act, and in compliance with
applicable provisions of state securities laws or (ii) the transferor has first
obtained an opinion of the Company's counsel, or of other counsel reasonably
acceptable to the Company, which opinion shall be reasonably satisfactory in
form and substance to the Company, that no such registration is required because
of the availability of an exemption from registration under the Act and
applicable provisions of state securities laws. Notwithstanding the foregoing,
the Company acknowledges and agrees that Transfers made in compliance with the
federal securities laws to Family Members pursuant to Section 3.2, and Transfers
to the Company made pursuant to Section 4.1 are deemed to be in compliance with
the Act and this Agreement and no opinion of counsel is required in connection
therewith.
(c) Each Management Shareholder acknowledges the reasonableness of the
Transfer restrictions contained in this Agreement in view of the purposes of the
Company and the relationship of the Management Shareholders. Any Transfer of
any Shares made in conflict with or in derogation of any of the terms,
provisions or conditions of this Agreement or which is not expressly permitted
in this Agreement, shall be null, void and of no effect whatsoever. Any Person
to whom Shares are attempted to be Transferred in violation of the provisions of
this Agreement shall not be entitled to any of the rights of a shareholder of
the Company.
3.2. TRANSFER TO FAMILY MEMBERS. Notwithstanding anything to the contrary
contained in this Agreement, subject to any then-existing agreement with one or
more underwriters not to Transfer Shares, each Management Shareholder shall be
entitled to Transfer any or all of his Shares to any Family Member, without any
requirement to comply with the provisions of Section 4.1.
3.3. CONDITION TO TRANSFER. Notwithstanding anything herein to the
contrary, but subject to the immediately following sentence, it shall be a
condition to any Transfer of Shares that, prior to such Transfer, each Family
Member acquiring such Shares shall become a party to this Agreement (as from
time to time in effect) by executing a counterpart hereof and shall thereby
succeed to all of the rights and obligations of the transferring Management
Shareholder as a shareholder of the Company. Any such Family Member or Third
Party, by the acceptance of Shares, shall be bound by all of the terms and
provisions of this Agreement whether or not such entity executes a counterpart
hereof.
3.4. COMPANY ELECTION TO WAIVE CERTAIN RESTRICTIONS UPON DEATH OR
DISABILITY. In the event of termination of a Management Shareholder's
employment as a result of death or Disability, the Company, in its sole and
absolute discretion, may elect to waive applicability of the provisions of
Section 4.1.
3.5. AUTHORITY OF MANAGEMENT DESIGNEES TO WAIVE RESTRICTIONS.
Notwithstanding the provisions of Section 3.4, the Management Designee shall
have the authority, exercisable in the sole and absolute discretion of the
Management Designee, to elect
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to waive the applicability of the provisions of Article II and Section 4.1 with
respect to any Management Shareholder.
ARTICLE IV
RIGHT OF FIRST REFUSAL
4.1. RIGHT OF FIRST REFUSAL.
(a) TRANSFER NOTICE. If at any time, a Management Shareholder (the
"SELLING SHAREHOLDER") receives a bona fide offer (the "OFFER") to purchase all
or any part of his Shares from a Third Party (the "THIRD-PARTY OFFEROR") which
the Selling Shareholder wishes to accept, the Selling Shareholder shall cause
the Offer to be reduced to writing and shall give written notice (a "TRANSFER
NOTICE") to the Company and each other Management Shareholder (such other
Management Shareholders collectively referred to as the "OFFEREE SHAREHOLDERS")
of his desire to accept the Offer. The Transfer Notice shall set forth the
number of Shares which the Selling Shareholder desires to Transfer (the "OFFERED
SHARES") and contain an irrevocable offer to sell the Offered Shares to the
Company and the Offeree Shareholders (in the manner set forth below) at a
purchase price equal to the price contained in, and on the same terms and
conditions of, the Offer. The Transfer Notice shall be accompanied by a true
copy of the Offer (which shall identify the Third-Party Offeror) and all
correspondence and other documents relating thereto.
(b) COMPANY RIGHT OF FIRST REFUSAL. At any time within 15 days after the
date of issuance of the Transfer Notice, the Company shall have the right, but
not the obligation, to purchase, or to arrange for a Third Party selected by the
Company (the "COMPANY DESIGNEE") to purchase, the Offered Shares either (i) at
the same price and on the same terms and conditions as set forth in the Offer or
(ii) if the Offer includes any consideration other than cash, then at the
Company's sole option, at the equivalent all cash price, determined in good
faith by the Board of Directors of the Company. The Company shall exercise its
right to purchase (or to have the Company Designee purchase) Offered Shares by
delivering irrevocable notice (an "EXERCISE NOTICE") to the Selling Shareholder
(with a copy to the Offeree Shareholders) of its or such Company Designee's
commitment to purchase such number of Offered Shares as shall be set forth in
the Exercise Notice. The right of first refusal referred to in this Section
4.1(b) shall only apply to a transfer of the Offered Shares in a private sale,
and will not apply to any transfer of the Offered Shares through an offering
registered with the Commission or through a transfer exempt from registration
under Rule 144 of the Securities Act.
(c) OFFER TO OFFEREE SHAREHOLDERS. If the Company or the Company Designee
shall not have exercised their respective rights to purchase all of the Offered
Shares within such 15-day period, each of the Offeree Shareholders shall then
have the right, but not the obligation, to purchase all or any amount of his
Proportionate Interest in the Offered Shares remaining to be purchased, at the
same price and upon the same terms and conditions as set forth in the Offer.
Each Offeree Shareholder shall exercise such right to purchase Offered Shares by
delivery of an Exercise Notice to the Selling Shareholder (with copies to the
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Company and the other Offeree Shareholders) within 30 days after the date of
issuance of the Transfer Notice.
(d) PURCHASE OF REMAINING SHARES. In the event that the Company, any
Company Designee and any Offeree Shareholders shall have exercised their
respective rights to purchase some, but not all, of the Offered Shares within
the time periods provided pursuant to Section 4.1(b) and Section 4.1(c), each of
the Offeree Shareholders who exercised a right to purchase Offered Shares shall
then have the further right, but not the obligation, to purchase his
Proportionate Interest in the balance of the Offered Shares. Such right shall
be exercised by each such Offeree Shareholder's delivery to the Selling
Shareholder (with copies to the Company and the other Offeree Shareholders) of
an Exercise Notice within 45 days after the date of issuance of the Transfer
Notice. To the extent that any Offeree Shareholder does not elect to purchase
his full Proportionate Interest in Offered Shares, the Proportionate Interest of
each other Offeree Shareholder shall be increased accordingly.
(e) PURCHASE PRICE. Except as provided in Section 4.1(b)(ii), the
purchase price (the "PURCHASE PRICE") for the Offered Shares to be purchased by
any of the Company, the Company Designee or the Offeree Shareholders shall be
identical to the price set forth in the Offer. Payment by cashier's check,
certified check or wire transfer of immediately available funds shall be deemed
payment of cash. Any transfer and other taxes payable in connection with the
Transfer of Shares shall be paid by the Selling Shareholder.
(f) The closing (the "CLOSING") of the purchase of the Offered Shares with
respect to which any of the Company, the Company Designee or the Offeree
Shareholders has exercised its rights to purchase shall take place at the
principal office of the Company not later than 60 days following the date of
issuance of the Transfer Notice, or on such other date as the Selling
Shareholder and such of the Company, the Company Designee and the Offeree
Shareholders who are purchasing Offered Shares shall mutually agree, subject to
the receipt of any required Third-Party or governmental approvals, compliance
with applicable laws and the absence of any injunction or similar legal order
preventing the Transfer of Offered Shares. In the event that such date is not a
business day, the Closing shall occur on the next business day thereafter. At
the Closing, the Selling Shareholder shall deliver:
(i) certificates for the Offered Shares being purchased, duly
endorsed in blank for transfer or accompanied by stock powers
duly executed in blank; and
(ii) if applicable, the opinion provided for pursuant to Section
3.1(b).
The Offered Shares shall be conveyed free and clear of all claims, liens,
encumbrances and rights of Third Parties whatsoever.
(g) Certificates representing Offered Shares being purchased shall be
deemed canceled on the stock transfer records of the Company, as of the date of
payment or tender of the Purchase Price therefor, whether or not such
certificates have been delivered at the Closing. Each Management Shareholder
agrees that such deemed cancellation shall be
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binding upon the Company and the Selling Shareholder. Upon cancellation of such
certificates, the Selling Shareholder shall have no further voting, dividend or
distribution rights. New certificates representing such Offered Shares shall be
issued to each Person (other than the Company) purchasing Offered Shares, and
upon such issuance, the original certificates representing Offered Shares shall
be canceled. All dividends or distributions that may be payable to shareholders
of record on a date on or after the date of cancellation of the Selling
Shareholder's certificates shall be paid by the Company to each such Person
(other than the Company) purchasing Offered Shares. Upon delivery of the
Purchase Price, such purchasers shall succeed to record and beneficial ownership
of the Offered Shares sold by the Selling Shareholder.
(h) In the event that no Offered Shares, or less than all of the Offered
Shares, are purchased by the Offeree Shareholders, subject to Section 3.1(b) and
Section 3.3, for a period of 90 days from the last to expire of any applicable
period during which the Company, the Company Designee or any Offeree Shareholder
may exercise a right to purchase Offered Shares, the Selling Shareholder shall
have the right to Transfer any remaining portion of the Offered Shares to a
Third Party. In the event that the Selling Shareholder shall not have sold any
remaining Offered Shares to a Third Party transferee for any reason before the
expiration of the 90-day period provided for in the immediately preceding
sentence, then all of the provisions of this Section 4.1 shall again become
applicable to any Transfers of Shares by the Selling Shareholder.
(i) Nothing in this Agreement shall be deemed to restrict or prohibit the
Company from purchasing Shares from a Management Shareholder, at any time, upon
such terms and conditions, and for such price, as may be mutually agreed upon
between the parties, whether or not at the time of such purchase circumstances
exist which specifically grant the Company the right to purchase Shares under
the terms of this Agreement, and all such purchases shall be deemed to be in
accordance with the terms of this Agreement.
ARTICLE V
REGISTRATION RIGHTS
5.1. REGISTRATION RIGHTS. All Shares held by any Management Shareholder
which are Registrable Securities shall be subject to the provisions of the
Registration Rights Agreement.
ARTICLE VI
LEGEND
6.1. LEGEND ON CERTIFICATES. The stock records of the Company and all
certificates representing Shares now or hereafter outstanding, shall bear a
legend which shall read substantially as follows:
"The issuance of the Shares evidenced by this certificate has not been
registered under the Securities Act of 1933, as amended, or the laws of any
state, and such Shares may not be sold,
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transferred or otherwise disposed of unless registered in accordance with
said Act, any applicable state law or pursuant to an exemption from
registration thereunder. In addition, the voting, sale, transfer, pledge
or other disposition of the Shares represented by this certificate is
restricted by the provisions contained in a certain Management
Shareholders' Agreement dated as of _____ __, 1998, among Capital Lease
Funding, Inc., a Maryland corporation (the "Company") and certain
management shareholders (the "Management Shareholders' Agreement"). The
holder of this certificate takes the same and holds it subject to the terms
and conditions of the Management Shareholders' Agreement and any transfer
in conflict therewith or in derogation thereof shall be null, void and of
no effect whatsoever. A copy of the Management Shareholders' Agreement is
on file and may be inspected at the offices of the Company.
Each Management Shareholder shall deliver to the Company certificates
representing his Shares to permit the Company to affix such legend.
Certificates representing any new Shares issued by the Company to the Management
Shareholders during the term of this Agreement shall bear a legend as provided
in this Section 6.1.
ARTICLE VII
MISCELLANEOUS
7.1. REMEDIES FOR BREACH. It is expressly understood that the equitable
remedies of specific performance and injunction shall be available for the
enforcement of the covenants and agreements herein, and that the availability of
these equitable remedies shall not be deemed to limit any other right or remedy
to which any party to this Agreement would otherwise be entitled.
7.2. SUCCESSORS, ASSIGNS AND TRANSFEREES. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED that no Management Shareholder may assign or
otherwise Transfer to any transferee any of his rights hereunder other than in
connection with a Transfer of Shares in accordance with all of the provisions of
this Agreement.
7.3. NOTICES. All notices and other communications provided for hereunder
shall be in writing and sent by registered or certified mail, return receipt
requested, postage prepaid or delivered in person or by courier, telecopier or
electronic mail, and shall be deemed to have been duly given when received, by
the party to whom such notice is to be given at its address set forth below, or
at such other address for the party as shall be specified by notice given
pursuant hereto:
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(a) if to the Company, to:
Capital Lease Funding, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
with a copy to:
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, Esq.
(b) If to a Management Shareholder, to such Management Shareholder at
the address set forth for such Management Shareholder in the
stock records of the Company.
7.4. GOVERNING LAW. This Agreement and any controversy or claim arising
out of or relating to this Agreement shall be governed by the laws of the State
of Maryland, without giving effect to the principles of conflicts of laws.
7.5 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Each of the Company
and each Management Shareholder hereby irrevocably appoint The Corporation Trust
Incorporated, at its office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, its lawful
agent and attorney to accept and acknowledge service of any and all process
against it in any action, suit or proceeding arising in connection with this
Agreement and upon whom such process may be served, with the same effect as if
such party were a resident of the State of Maryland and had been lawfully served
with such process in such jurisdiction, and waives all claims of error by reason
of such service, PROVIDED that in the case of any service upon such agent and
attorney, the party effecting such service shall also deliver a copy thereof to
each other party at the address and in the manner specified in Section 7.3.
Each of the Company and each Management Shareholder will enter into such
agreements with such agent as may be necessary to constitute and continue the
appointment of such agent hereunder. In the event that such agent and attorney
resigns or otherwise becomes incapable of acting as such, each party will
appoint a successor agent and attorney in Baltimore, Maryland, reasonably
satisfactory to the Company, with like powers. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the United States District Court
for the District of Maryland or any court of the State of Maryland located in
the City of Baltimore in any such action, suit or proceeding, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on FORUM NON CONVENIENS or any other objection to
venue therein), PROVIDED, HOWEVER, that such consent to jurisdiction is solely
for the purpose referred to in this
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Section 7.5 and shall not be deemed to be a general submission to the
jurisdiction of said courts or in the State of Maryland other than for such
purpose. Nothing herein shall affect the right of any party to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction.
7.6. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement constitutes
the entire agreement among the parties pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations and
discussions whether oral or written, of the parties. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by all parties; PROVIDED that the provisions of this Agreement
applicable to a particular Management Shareholder may be supplemented, modified
or waived pursuant to written agreement between the Company and such Management
Shareholder. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
7.7. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Copies of executed
counterparts transmitted by telecopy or other electronic transmission service
shall be considered original executed counterparts for purposes of this Section
7.7.
7.8. SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
7.9. HEADINGS. The headings of the Articles and Sections herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
7.10. GENDER AND OTHER REFERENCES. Unless the context clearly
indicates otherwise, the use of any gender pronoun in this Agreement shall be
deemed to include all other genders, and singular references shall include the
plural and vice versa.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
CAPITAL LEASE FUNDING, INC.
By:
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
MANAGEMENT SHAREHOLDERS:
---------------------------------
[Name:]
[Address]
---------------------------------
[Name:]
[Address]
---------------------------------
[Name:]
[Address]
---------------------------------
[Name:]
[Address]
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SCHEDULE A
NAME OF MANAGEMENT SHAREHOLDER NUMBER OF SHARES OF
ORIGINAL ISSUE COMMON
STOCK