MACQUARIE EQUIPMENT LEASING FUND TWO, LLC 20,000,000 Shares of Limited Liability Company Interest at $10 per Share SELLING DEALER AGREEMENTSelling Dealer Agreement • December 22nd, 2011 • Macquarie Equipment Leasing Fund Two, LLC • Services-equipment rental & leasing, nec • Delaware
Macquarie Asset Management Inc. (the “manager”), as manager and on behalf of Macquarie Equipment Leasing Fund Two, LLC, a Delaware limited liability company (the “Fund”), proposes to issue and offer for sale up to an aggregate of 20,000,000 shares of limited liability company interest in the Fund at a price of $10 per share, subject to certain reductions, and up to an additional 1,555,556 shares of limited liability company interest in the Fund pursuant to the Fund’s distribution reinvestment plan (“DRP”) at a price of $9.00 per share (the “Shares”). The offering of the Shares by the Fund is referred to herein as the “Offering”.
MACQUARIE EQUIPMENT LEASING FUND TWO, LLC 20,000,000 Shares of Limited Liability Company Interest at $10 per Share DEALER MANAGER AGREEMENTDealer Manager Agreement • December 22nd, 2011 • Macquarie Equipment Leasing Fund Two, LLC • Services-equipment rental & leasing, nec • Delaware
ESCROW AGREEMENTEscrow Agreement • March 17th, 2011 • Macquarie Equipment Leasing Fund Two, LLC • Delaware
THIS AGREEMENT (the “Agreement”) is dated as of [•], 2011 and is made by and between Macquarie Equipment Leasing Fund Two, LLC, a Delaware limited liability company (the “Fund”), Macquarie Asset Management Inc., a Delaware corporation (the “Manager”), Macquarie Capital (USA) Inc., a Delaware corporation (“MCUSA”), and Wells Fargo Bank, National Association, as escrow agent, or its designated successor (the “Escrow Agent”).
