0001493152-16-011813 Sample Contracts

UP TO 25,000,000 UNITS OF LIMITED PARTNERSHIP INTERESTS of SQN ASSET INCOME FUND V, L.P. (a Delaware limited partnership) SELLING AGENT AGREEMENT
Selling Agent Agreement • July 28th, 2016 • SQN Asset Income Fund V, L.P. • Services-equipment rental & leasing, nec • New York

SQN AIF V GP, LLC, a Delaware limited liability company (the “General Partner”), as General Partner of SQN ASSET INCOME FUND V, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement with SQN Securities, LLC, a Delaware limited liability company (the “Selling Agent”), pursuant to which the Selling Agent is authorized to offer directly to the general public on a “best efforts” basis, a total maximum offering of up to 25,000,000 limited liability partnership interests (the “Units”) of the Partnership, at a public offering price of $10 per Unit (the “Offering”).

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ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • July 28th, 2016 • SQN Asset Income Fund V, L.P. • Services-equipment rental & leasing, nec • New York

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this [___] day of [_____] 2016, by and among SQN AIF V GP, LLC, a Delaware limited liability Company (the “General Partner”), having an address at 100 Arboretum Drive, Suite 105, Newington, New Hampshire 03801, SQN ASSET INCOME FUND V, L.P., a Delaware limited partnership (the “Partnership”), having an address at 100 Arboretum Drive, Suite 105, Newington, New Hampshire 03801, SQN SECURITIES, LLC, a Delaware limited liability Company (the “Selling Agent”), having an address at 100 Arboretum Drive, Suite 105, Newington, New Hampshire 03801 and SIGNATURE BANK, a New York State chartered bank (the “Escrow Agent”), having an office at 300 Park Avenue, New York, New York 10022.

UP TO 25,000,000 UNITS OF LIMITED PARTNERSHIP INTERESTS OF SQN ASSET INCOME FUND V, L.P. (a Delaware limited partnership) SELLING AGREEMENT
Selling Agreement • July 28th, 2016 • SQN Asset Income Fund V, L.P. • Services-equipment rental & leasing, nec • Utah

Reference is made to the enclosed prospectus, as supplemented or amended from time to time (the “Prospectus”), relating to the offering by SQN ASSET INCOME FUND V, L.P., a Delaware limited partnership (the “Partnership”), of up to 25,000,000 units of limited partnership interests (the “Units”) at a public offering price of $10.00 per Unit (the “Offering”). The Units and the terms upon which the Units are offered are more fully described in the Prospectus dated [________], 2016, the date on which the Securities and Exchange Commission (“SEC”) declared the Offering’s registration statement to be effective, which may be amended and supplemented from time to time.

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