0001193125-09-071408 Sample Contracts

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MACQUARIE EQUIPMENT LEASING FUND, LLC 15,000,000 Shares of Limited Liability Company Interest at $10 per Share SELLING DEALER AGREEMENT
Selling Dealer Agreement • April 2nd, 2009 • Macquarie Equipment Leasing Fund, LLC • Services-equipment rental & leasing, nec • 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 Asset Management Inc. A Member of the Macquarie Group of Companies March 30 2009
Escrow Agreement • April 2nd, 2009 • Macquarie Equipment Leasing Fund, LLC • Services-equipment rental & leasing, nec

Jane Labouliere Vice President Wells Fargo Bank, National Association 10 Orms Street, Suite 325 PROVIDENCE RI 02904 Macquarie Capital (USA) Inc. Macquarie Equipment Leasing Fund, LLC 225 Franklin St, 17th Floor BOSTON MA 02110

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