EXHIBIT 1.4
LEASE EQUITY APPRECIATION FUND II, L.P.
FORM OF ADDENDUM TO
DEALER-MANAGER AGREEMENT
WITH
ANTHEM SECURITIES, INC.
i
ANTHEM SECURITIES, INC.
ADDENDUM TO
DEALER-MANAGER AGREEMENT
(Best Efforts)
Effective as of December 27, 2005
Anthem Securities, Inc.
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
RE: LEASE EQUITY APPRECIATION FUND II, L.P.
---------------------------------------
Gentlemen:
This agreement ("Addendum") amends or deletes certain terms and
provisions of that certain Dealer-Manager Agreement dated effective as of
December 22, 2004, entered into by the undersigned, LEAF Financial Corporation
(the "GENERAL PARTNER"), and Lease Equity Appreciation Fund II, L.P. (the
"PARTNERSHIP"), with you, as Dealer-Manager (the "DEALER-MANAGER AGREEMENT"), a
copy of which is attached to this Addendum.
1. AMENDMENTS TO DEALER-MANAGER AGREEMENT.
(a) Section 3 of the Dealer-Manager Agreement is hereby amended to read in
full as follows:
"3. GRANT OF AUTHORITY TO THE DEALER-MANAGER.
(a) Based on the representations and warranties contained in this
Agreement, and subject to the terms and conditions set forth in
this Agreement, the General Partner appoints you as the
Dealer-Manager for the Partnership and gives you the exclusive
right to solicit subscriptions for the Units on a "best efforts"
basis in all states, and to form and manage a selling group
composed of soliciting broker/dealers (the "SELLING DEALERS").
Each Selling Dealer shall be duly registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "1934
ACT"), and in the jurisdictions where it is required to be
registered in order to offer and sell the Units, shall be a
member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"), and shall enter into a "Selling
Dealer Agreement" in substantially the form attached to this
Agreement as Exhibit "B."
(b) The General Partner shall have three business days after the
receipt of an executed Selling Dealer Agreement to refuse that
Selling Dealer's participation."
(b) Appendix "A" to the Dealer-Manager Agreement is deleted in its entirety.
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2. Section 13(c) of the Dealer-Manager Agreement is hereby amended to read in
full as follows:
"(c) All notices to be sent to the General Partner or the Partnership
shall be sent c/o Leaf Financial Corporation, 0000 Xxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Facsimile: (215)
547-8176; or at such other address as such party may stipulate to
the other parties in the manner provided in this Section."
3. SURVIVAL OF DEALER-MANAGER AGREEMENT. Except as otherwise provided in this
Addendum, all the provisions and terms of the Dealer-Manager Agreement shall
remain in full force and effect.
4. ACCEPTANCE. Please confirm your agreement to the terms and conditions of this
Addendum by signing and returning the enclosed duplicate copy of this
Addendum to us at LEAF Financial Corporation, 0000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
Very truly yours,
PARTNERSHIP:
LEASE EQUITY APPRECIATION FUND II, L.P.
By: LEAF Financial Corporation
General Partner
_______________ , 200__ By: ___________________________________________
Date Xxxxx Xxxxxx, President and Chief Operating
Officer
GENERAL PARTNER:
LEAF FINANCIAL CORPORATION
_______________ , 200__ By: ___________________________________________
Date Xxxxx Xxxxxx, President and Chief Operating
Officer
DEALER-MANAGER:
ANTHEM SECURITIES, INC.
_______________ , 200__ By: ___________________________________________
Date Xxxxxxx X. Xxxxx, Vice President
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