MACQUARIE EQUIPMENT LEASING FUND, LLC 15,000,000 Shares of Limited Liability Company Interest at $10 per Share SELLING DEALER AGREEMENTSelling Dealer Agreement • October 15th, 2008 • Macquarie Equipment Leasing Fund, LLC • Delaware
Macquarie Asset Management Inc. (the “Manager”), as Manager and on behalf of Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company (the “Fund”), proposes to issue and offer for sale up to an aggregate of 15,000,000 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 800,000 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, LLC 15,000,000 Shares of Limited Liability Company Interest at $10 per Share DEALER MANAGER AGREEMENTDealer Manager Agreement • October 15th, 2008 • Macquarie Equipment Leasing Fund, LLC • Delaware
ESCROW AGREEMENTEscrow Agreement • October 15th, 2008 • Macquarie Equipment Leasing Fund, LLC • Delaware
THIS AGREEMENT is dated as of [•], 2008 and is made by and between Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company (the “Fund”), Macquarie Asset Management Inc., a Delaware corporation (the “Manager”), Macquarie Capital (USA) Inc., a [•] corporation (“MCUSA”), and [•], or its designated successor (the “Escrow Agent”).
