ATEL Growth Capital Fund 8, LLC Sample Contracts

ATEL GROWTH CAPITAL FUND 8, LLC ESCROW AGREEMENT
Escrow Agreement • August 13th, 2012 • ATEL Growth Capital Fund 8, LLC • Services-equipment rental & leasing, nec
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ATEL GROWTH CAPITAL FUND 8, LLC 7,500,000 Limited Liability Company Member Units at $10 per Unit Best Efforts SELLING AGREEMENT
ATEL Growth Capital Fund 8, LLC • August 13th, 2012 • Services-equipment rental & leasing, nec • California

AGC 8 Managing Member, LLC (“ATEL” or the “Manager”) as Manager and on behalf of ATEL GROWTH CAPITAL FUND 8, LLC, a California limited liability company (the “Fund”) pursuant to the Limited Liability Company Operating Agreement (the “Operating Agreement”) set forth as Exhibit B to the Prospectus (as hereinafter defined), hereby confirms its agreement with you as follows:

ATEL GROWTH CAPITAL FUND 8, LLC SELECTED DEALERS AGREEMENT San Francisco, California
Selected Dealers Agreement • February 10th, 2012 • ATEL Growth Capital Fund 8, LLC • Services-equipment rental & leasing, nec
ATEL GROWTH CAPITAL FUND 8, LLC SELECTED DEALERS AGREEMENT San Francisco, California
Dealers Agreement • July 5th, 2012 • ATEL Growth Capital Fund 8, LLC • Services-equipment rental & leasing, nec

The undersigned, ATEL Securities Corporation (the “Dealer Manager”), has entered into an agreement (the “Selling Agreement”) with ATEL GROWTH CAPITAL FUND 8, LLC, a California limited liability company (the “Fund”) and the Manager, AGC 8 Managing Member, LLC (the “Manager”) pursuant to which the undersigned has agreed to use its best efforts to form and manage, as Dealer Manager, a group of securities dealers (the “Soliciting Dealers”) for the purpose of soliciting offers for the purchase of units of limited liability company interest (“Units”) in the Fund. The terms of the offering are set forth in the Fund’s Registration Statement No. 333-178629 on Form S-1 which was filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement in the form in which it became effective is referred to herein as the “Registration Statement” and the prospectus included therein, in the form in which it

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