Common use of Transmittal Procedures Clause in Contracts

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania, Washington and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from Washington investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkWashington Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania, Ohio and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from Ohio investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkOhio Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Ohio and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Subscription Amount (subject to Section 4(f) the xxxxtional restrictions with respect to subscriptions from Pennsylvania and Iowa and Pennsylvania residentsresidents as set forth in The Dealer-Manager Agreement), the Selling Dealers you shall promptly, on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit the same together with the original executed subscription documents Subscription Agreement to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your receipt of the check, draft, or money order and original executed Subscription Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check, draft, or money order to the Partnership. (b) On receipt by you of notice from the Partnership or the Dealer- Manager that the Minimum Subscription Amount (subject to the additional restrictions with respect to Pennsylvania and Iowa residents as set forth in The Dealer-Manager Agreement) has been received, you agree that all subscribers thereafter may be instructed, in the Partnership's sole discretion, to make their checks, drafts, or money orders payable solely to "Lease Equity Appreciation Fund I, L.P. Subscription Account" Thereafter, you shall promptly, on receipt of any and all checks, drafts, and money orders received from prospective purchasers of Units, transmit the same together with the original executed Subscription Agreement to the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by you. By the end of the next business day following receipt of the check, draft, or money order and original executed Subscription Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors.Dealer Agreement (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residentsresidents as set forth in the Dealer-Manager Agreement and the Escrow Agreement), the Selling Dealers on receipt of any check, draft or money order from a subscriber you shall promptly transmit the checkany and all checks, draftdrafts, or and money order orders received by you from prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you, as the Dealer-Manager, Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft, or money order and a copy of the executed subscription agreement Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order to the General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the General Partner Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, the General Partner, you, and the Selling Dealers you agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then thereafter may be instructed, in the General PartnerPartnership’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreement to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania, Ohio and Pennsylvania residentsNew York investors. The Dealer will transmit Resource Securities, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order Inc. 14 Dealer Manager Agreement checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from Ohio investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkOhio Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Ohio and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order check from a subscriber shall promptly transmit the check, draft, or money order check and the original executed subscription documents to you, as Dealer-Manager, by the end noon of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end noon of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order check and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order check to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders checks payable solely to “LEAF Equipment Leasing Income Finance Fund III4, L.P. Subscription Account.” Xxxxxxxx Cxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders checks received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order check and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer Dealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, or minimum subscription proceeds of $15,000,000 in the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and case of Pennsylvania residentssubscribers as provided in section 6 of the Escrow Agreement, the Selling Dealers on receipt of any check, draft or money order check from a subscriber shall promptly transmit the check, draft, or money order check and the original executed subscription documents Subscription Agreement to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Manager, shall transmit the check, draft, or money order check and a copy of the executed subscription agreement Subscription Agreement to the Escrow Agent, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that the Minimum Offering Amount has Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, or minimum subscription proceeds of $15,000,000 have been received in the case of Pennsylvania subscribers as provided in section 6 of the Escrow MDS Securities, LLC 14 Dealer-Manager Agreement Agreement, the Managing General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks, drafts, checks or money orders wires payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement the Partnership in which Units are then being offered. Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders checks received from subscribers and the original executed subscription documents Subscription Agreement to you you, as Dealer-Manager Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Manager, shall transmit the check, draft or money order check and the original executed subscription documents Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Dealer Dealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when if you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(c) of this Agreement, or the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and receipt of the minimum subscription proceeds required by Pennsylvania residentsor any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, the Selling Dealers on receipt of any check, draft or money order check from a subscriber shall promptly transmit the check, draft, or money order check and the original executed subscription documents Subscription Agreement to you, as Dealer-Dealer Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check, draft, or money order check and a copy of the executed subscription agreement Subscription Agreement to the Escrow Agent, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order check to the Managing General Partner. (b) On receipt by you, as Dealer-Dealer Manager, of notice from the General Partner Partnership in which the Units are then being offered that the Minimum Offering Amount has Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(c) of this Agreement have been received, or the General Partnerreceipt of the minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, you, you and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then may be instructed, instructed by you or the Partnership in which the General Partner’s sole discretion, Units are then being offered to make their checks, drafts, checks or money orders wires payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement the Partnership in which the Units are then being offered. Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders checks received from subscribers and the original executed subscription documents Subscription Agreement to you you, as Dealer-Manager Dealer Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order check and the original executed subscription documents Subscription Agreement to the General PartnerPartnership in which the Units are then being offered.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania, Washington and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from Washington investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkWashington Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documentsDealer Manager. Resource Securities, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.Inc. Dealer Manager Agreement 17

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residentsresidents as set forth in the Dealer-Manager Agreement), the Selling Dealers on receipt of any check, draft or money order from a subscriber you shall promptly transmit the checkany and all checks, draftdrafts, or and money order orders received by you from prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you, as the Dealer-Manager, Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft, or money order and a copy of the executed subscription agreement Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order to the General Partner.Partnership. Xxxxxxxx Securities, Inc. 11 Selling Dealer Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the General Partner Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, the General Partner, you, and the Selling Dealers you agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then thereafter may be instructed, in the General PartnerPartnership’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreement to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(c) of the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draftDealer Manager Agreement, or money order and the original executed subscription documents to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, minimum subscription proceeds required by Pennsylvania or money order by any other state or jurisdiction as provided in the Selling Dealer. By the end Escrow Agreement of the next business day following your receipt of Partnership in which the checkUnits are then being offered, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders checks received by you from subscribers and the original executed subscription documents Subscription Agreement to you as Dealer-the Dealer Manager by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealeryou. By the end of the next business day following your the Dealer Manager’s receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Manager, the Dealer Manager shall transmit the checkcheck and a copy of the executed Subscription Agreement to the Escrow Agent, draft or money order and the original executed subscription documents Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you of notice from the Partnership in which the Units are then being offered or the Dealer Manager that the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(c) of the Dealer Manager Agreement have been received, or the receipt of the minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, you shall instruct all subsequent subscribers, if requested by the Partnership or the Dealer Manager in the notice, in their sole discretion, to make their checks or wire transfers payable solely to the Partnership in which the Units are then being offered. Thereafter, you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreements to the Dealer Manager by the end of the next business day following receipt of each check by you. By the end of the next business day following the Dealer Manager’s receipt of the check and the original Subscription Agreement, the Dealer Manager shall transmit the check and the original executed Subscription Agreement to the Partnership in which the Units are then being offered.

Transmittal Procedures. You and each You, including if you are a customer carrying broker/dealer, shall transmit Anthem Securities, Inc. 10 Selling Dealer shall transmit Agreement received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, residents as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, set forth in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement ThereafterAgreement), the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check, draft, or money order to the Partnership. (b) On receipt by you of notice from the Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, you agree that all subscribers thereafter may be instructed, in the Partnership's sole discretion, to make their checks, drafts, or money orders payable solely to "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, you shall promptly transmit any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement to the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by you. By the end of the next business day following its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, residents as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, set forth in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement ThereafterAgreement), the Selling Dealers you shall promptly transmit any Anthem Securities, Inc. 10 Selling Dealer Agreement and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check, draft, or money order to the Partnership. (b) On receipt by you of notice from the Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, you agree that all subscribers thereafter may be instructed, in the Partnership's sole discretion, to make their checks, drafts, or money orders payable solely to "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, you shall promptly transmit any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement to the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by you. By the end of the next business day following its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residentsresidents as set forth in the Dealer-Manager Agreement), the Selling Dealers on receipt of any check, draft or money order from a subscriber you shall promptly transmit the checkany and all checks, draftdrafts, or and money order orders received by you from prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you, as the Dealer-Manager, Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft, or Xxxxxxxx Securities, Inc. 11 Selling Dealer Agreement money order and a copy of the executed subscription agreement Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order to the General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the General Partner Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, the General Partner, you, and the Selling Dealers you agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then thereafter may be instructed, in the General PartnerPartnership’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreement to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer You, including if you are a customer carrying broker/dealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but Amount (subject to Section 4(f) the additional restrictions with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly transmit the check, draft, or money order and the original executed subscription documents to you, residents as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, set forth in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement ThereafterAgreement), the Selling Dealers you shall promptly transmit any and all checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed subscription documents Subscription Agreements to you as the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealeryou. By the end of the next business day following your its receipt of the check, draft, or money order and the original executed subscription documentsSubscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check, draft draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check, draft, or money order to the Partnership. (b) On receipt by you of notice from the Partnership or the Dealer-Manager that the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in the Dealer-Manager Agreement) has been received, you agree that all subscribers thereafter may be instructed, in the Partnership's sole discretion, to make their checks, drafts, or money orders payable solely to "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, you shall promptly transmit any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement to the Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by you. By the end of the next business day following its receipt of the check, draft, or money order and original executed Subscription Agreement, the Dealer-Manager shall transmit the check, draft, or money order and the original executed subscription documents Subscription Agreement to the General PartnerPartnership.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from New York investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkNew York Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By . (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following your receipt by the Dealer to the office of the checkDealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the Xxxxxxxx Securities, Inc. 14 Dealer Manager Agreement customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from New York investors for deposit to the Escrow Agent, and escrow agent for the original executed subscription documents and a copy of the check, draft, Company or money order to the General Partner. (b) On receipt by youDealer Manager if the Dealer Manager is acting as processing broker-dealer or, as Dealer-Manager, of notice from after the General Partner that the New York Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretionachieved, to make their checksthe Company, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By . (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following your receipt by the Dealer to the office of the checkDealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or money order to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the original executed subscription documentsescrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, youafter the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Where the Dealer Manager, as Dealer-Managerprocessing broker dealer, shall transmit receives investor proceeds before the checkMinimum Offering has been achieved, draft or money order checks and a copy of the subscription documents will be transmitted by the Dealer Manager for deposit to the escrow agent for the Company, and a copy of the checks and the original executed subscription documents will be transmitted by the Dealer Manager to the General PartnerCompany, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. After the Minimum Offering has been achieved, checks and the original executed subscription documents will be transmitted by the Dealer Manager to the Company as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager, except for investments from Pennsylvania and New York investors. The Dealer Manager will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. The Dealer Manager will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected potential investors will be promptly returned to such potential investors. (d) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the Dealer Manager.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania, Washington and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from Washington investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkWashington Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington Resource Securities, Inc. 19 Dealer Manager Agreement and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order check from a subscriber shall promptly transmit the check, draft, or money order check and the original executed subscription documents to you, as Dealer-Manager, by the end noon of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end noon of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order check and a copy of the executed subscription agreement to the Escrow Agent, and the original executed subscription documents and a copy of the check, draft, or money order check to the General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders checks payable solely to “LEAF Equipment Leasing Income Finance Fund III4, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders checks received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the Xxxxxxxx Securities, Inc. Dealer-Manager Agreement end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft or money order check and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from New York investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkNew York Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By . (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following your receipt by the Dealer to the office of the checkDealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. Cxxxxxxx Securities, Inc. Dealer Manager Agreement EAST\43209550.1 8/12/10 In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.

Transmittal Procedures. You and each Selling Dealer Dealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4( c ) of this Agreement, or minimum subscription proceeds of $15,000,000 in the Minimum Offering Amount, but subject to Section 4(f) with respect to subscriptions from Iowa and case of Pennsylvania residentssubscribers as provided in section 6 of the Escrow Agreement, the Selling Dealers on receipt of any check, draft or money order check from a subscriber shall promptly transmit the check, draft, or money order check and the original executed subscription documents Subscription Agreement to you, as Dealer-Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Manager, shall transmit the check, draft, or money order check and a copy of the executed subscription agreement Subscription Agreement to the Escrow Agent, and the original executed subscription documents Subscription Agreement and a copy of the check, draft, or money order check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that the Minimum Offering Amount has Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4( c ) of this Agreement have been received, or minimum subscription proceeds of $15,000,000 have been received in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Managing General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks, drafts, checks or money orders wires payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement the Partnership in which Units are then being offered. Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders checks received from subscribers and the original executed subscription documents Subscription Agreement to you you, as Dealer-Manager Manager, by the end of the next business day following receipt of the check, draft, or money order check by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order check and the original executed subscription documentsSubscription Agreement, you, as Dealer-Manager, shall transmit the check, draft or money order check and the original executed subscription documents Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Dealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt of by the Dealer for deposit to the escrow agent for the Company or, after the Minimum Offering Amounthas been achieved, but subject to Section 4(f) with respect to subscriptions the Company, except for investments from Iowa Pennsylvania and Pennsylvania residents, the Selling Dealers on receipt of any check, draft or money order from a subscriber shall promptly New York investors. The Dealer will transmit the check, draft, or money order checks and the original executed subscription documents from Pennsylvania investors for deposit to youthe escrow agent for the Company or, as Dealer-Managerafter the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By the end of the next business day following your receipt of the check, draft, or money order The Dealer will transmit checks and the original executed subscription documents, you, as Dealer-Manager, shall transmit the check, draft, or money order and a copy of the executed subscription agreement documents from New York investors for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed subscription documents and a copy of the checkNew York Minimum has been achieved, draft, or money order to the General Partner. (b) On receipt by youCompany, as Dealer-Manager, of notice from the General Partner that the Minimum Offering Amount has been received, the General Partner, you, and the Selling Dealers agree that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the General Partner’s sole discretion, to make their checks, drafts, or money orders payable solely to “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Xxxxxxxx Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Dealers shall promptly transmit any and all checks, drafts, and money orders received from subscribers and the original executed subscription documents to you as Dealer-Manager by the end of the next business day following receipt of the check, draft, or money order by the Selling Dealer. By Resource Securities, Inc. Dealer Manager Agreement 14 (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following your receipt by the Dealer to the office of the checkDealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, drafttransmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or money order if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed subscription documents, you, as Dealer-Dealer Manager, shall transmit the check, draft or money order and the original executed subscription documents to the General Partner.