The validity of the shares of Common Stock offered
hereby has been passed upon for the Registrant by Mr. Dean M. Poulakidas, Senior Vice President, General Counsel and Corporate Secretary
of the Registrant. Mr. Poulakidas is an officer and full-time employee of the Registrant and beneficially owns shares of Common
Stock.
Item 6. Indemnification of Directors and Officers.
To the fullest extent permitted by the Delaware
General Corporation Law, the Registrant’s Amended Certificate of Incorporation eliminates a director’s personal liability
for monetary damages to the Registrant and its stockholders arising from a breach of fiduciary duty as a director. Section 102
of the Delaware General Corporation Law allows a corporation to include in its certificate of incorporation a provision that eliminates
the personal liability of the directors of that corporation to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate
law or obtained an improper personal benefit.
Section 145 of the Delaware General Corporation
Law authorizes a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Article VII of the Registrant’s Bylaws provides for indemnification of its directors, officers,
employees or agents to the maximum extent permitted under the Delaware General Corporation Law. The Registrant has entered into indemnification
agreements with its officers and directors, which are intended to provide the Registrant’s officers and directors with indemnification
to the maximum extent permitted under the Delaware General Corporation Law.
The Registrant’s Bylaws also permit the Registrant
to secure insurance on behalf of any officer, director, and employee or other agents for any liability arising out of his or her actions
in such capacity, regardless of whether the Registrant would have the power to indemnify him or her against such liability under the Delaware
General Corporation Law. The Registrant currently has secured insurance on behalf of its officers, directors and certain employees.
Item 9. Undertakings.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
Provided, however, that paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Coconut Creek, State of Florida, on this 14th day of March, 2022.
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WILLIS LEASE FINANCE CORPORATION |
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By: |
/s/ Charles F. Willis, IV |
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Charles F. Willis, IV |
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Chief Executive Officer and Director |