Cypress Equipment Fund A, LLC Sample Contracts

CYPRESS EQUIPMENT FUND A, LLC 20,000,000 Limited Liability Company Member Units at $10 per Unit Best Efforts SELLING AGREEMENT
Cypress Equipment Fund A, LLC • March 1st, 2012 • Services-equipment rental & leasing, nec • California

Cypress Equipment Management Corporation VI (“Cypress” or the “Manager”) as Manager and on behalf of Cypress Equipment Fund A, 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:

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CYPRESS EQUIPMENT FUND A, LLC SOLICITING DEALER AGREEMENT San Francisco, California
Soliciting Dealer Agreement • March 1st, 2012 • Cypress Equipment Fund A, LLC • Services-equipment rental & leasing, nec
ESCROW AGREEMENT
Escrow Agreement • August 24th, 2011 • Cypress Equipment Fund A, LLC • California

This Escrow Agreement (the “Agreement”) is dated as of August 23, 2011, and is made by and among Cypress Equipment Fund A, LLC, a California limited liability company (the “Fund”), Cypress Equipment Management Corporation VI, a California corporation (the “Manager”), Cypress Capital Corporation, a California corporation (the “Dealer Manager”), and Comerica Bank, a Texas banking association (in its capacity as escrow agent, the “Escrow Agent”).

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