Commonwealth Income & Growth Fund VII, LP Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 26th, 2009 • Commonwealth Income & Growth Fund VII, LP • Services-miscellaneous equipment rental & leasing • Pennsylvania

THIS AGREEMENT, dated as of ________, 2009, is made by and between COMMONWEALTH INCOME & GROWTH FUND, INC., a Pennsylvania corporation (the “Company”); and COMMONWEALTH CAPITAL SECURITIES CORP., a Pennsylvania corporation (the “Dealer Manager”).

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ESCROW AGREEMENT
Escrow Agreement • June 25th, 2009 • Commonwealth Income & Growth Fund VII, LP • Services-miscellaneous equipment rental & leasing • Pennsylvania

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of May 11, 2009, by and among Commonwealth Income & Growth Fund VII, LP, a Pennsylvania limited partnership (the “Company”), and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the “Escrow Agent”). This Agreement shall be effective as provided in Paragraph 1 below.

NON-NEGOTIABLE DEMAND NOTE
Non-Negotiable • February 26th, 2009 • Commonwealth Income & Growth Fund VII, LP • Services-miscellaneous equipment rental & leasing • Delaware

FOR VALUE RECEIVED, COMMONWEALTH George S. Springsteen and Kimberly A. MacDougall, having a business address of 1160 West Swedesford Road, Suite 340, Berwyn, PA 19312 (herein referred to as “Makers”), promise to pay Commonwealth of Delaware, Inc., a Delaware corporation having a business address of 1160 West Swedesford Road, Suite 340, Berwyn, PA 19341 (hereinafter referred to as “Payee”), on demand, the principal sum of One Million Dollars ($1,000,000) lawful money of the United States of America.

ESCROW AGREEMENT (SUBSCRIPTION ESCROW0 AGREEMENT)
Escrow Agreement • December 19th, 2008 • Commonwealth Income & Growth Fund VII, LP • Pennsylvania

THIS SUBSCRIPTION ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Escrow Agreement”) is made and entered into as of _______________, 2009, by and among Commonwealth Income & Growth Fund VII, LP, a Pennsylvania limited partnership (“Issuer”), Commonwealth Capital Securities Corp., a Pennsylvania corporation (“Depositor”, and together with Issuer, sometimes referred to individually as “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National Association (the “Escrow Agent”).

PARTICIPATING BROKER AGREEMENT COMMONWEALTH INCOME & GROWTH FUND VII LIMITED PARTNERSHIP
Participating Broker Agreement • December 19th, 2008 • Commonwealth Income & Growth Fund VII, LP • Pennsylvania

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day indicated on Exhibit A attached hereto and by this reference incorporated herein, between Commonwealth Capital Securities Corp., a Pennsylvania corporation (the “Dealer Manager”), and the Participating Broker (the “Participating Broker”) identified in Exhibit A hereto.

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