0001038878-08-000025 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 19th, 2008 • Commonwealth Income & Growth Fund VII, LP • 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 (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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