0001546623-12-000005 Sample Contracts

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 22nd, 2012 • Commonwealth Income & Growth Fund 8, LP • Pennsylvania

THIS AGREEMENT, dated as of ___________, 2012, 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
Escrow Agreement • June 22nd, 2012 • Commonwealth Income & Growth Fund 8, LP • Pennsylvania

THIS ESCROW AGREEMENT (the "Agreement”) is made and entered into as of ____________, 2012, by and among Commonwealth Income & Growth Fund 8, LP, a Pennsylvania limited partnership (the "Company") and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Escrow Agent"). This Agreement shall be effective as provided in Paragraph 1 below.

SELLING GROUP AGREEMENT COMMONWEALTH INCOME & GROWTH FUND 8, LP
Selling Group Agreement • June 22nd, 2012 • Commonwealth Income & Growth Fund 8, LP • Pennsylvania

THIS SELLING GROUP 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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