MACQUARIE EQUIPMENT LEASING FUND, LLC 15,000,000 Shares of Limited Liability Company Interest at $10 per Share DEALER MANAGER AGREEMENTMacquarie Equipment Leasing Fund, LLC • May 22nd, 2009 • Services-equipment rental & leasing, nec • Delaware
MACQUARIE EQUIPMENT LEASING FUND, LLC 15,000,000 Shares of Limited Liability Company Interest at $10 per Share SELLING DEALER AGREEMENTSelling Dealer Agreement • May 22nd, 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 Letterhead]Macquarie Equipment Leasing Fund, LLC • May 22nd, 2009 • Services-equipment rental & leasing, nec
You are requested to sign and return a copy of this letter to MAMI. By doing so, you will be evidencing your acceptance of the following amendment to the Agreement, effective as of the date of this letter. Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
