Common use of Transmittal Procedures Clause in Contracts

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” Agent shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this Agreement, the Selling Agents shall promptly, on receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft or money order to the Managing General Partner. (b) On receipt by you, you as Dealer-Manager, Manager of notice from the Managing General Partner that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000, as set forth in Section 4(d) of this Agreement Agreement, have been received, the Managing General Partner, you, you and the Selling Agents Agent agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas America Public #10 Ltd.". Thereafter, the Selling Agents shall promptly transmit promptly, on receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents you shall promptly, on receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas America Public #10 Ltd.". Thereafter, the Selling Agents you shall promptly transmit promptly, on receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds Partnership Subscription of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on you shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and Subscription Agreement by the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On Upon receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas Public #8 Ltd.". Thereafter, the Selling Agents you shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and subscription documents by the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Anthem Securities, Inc. Selling Agent Agreement Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” Agent shall also include you as Dealer-Manager when where you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer- Manager shall transmit the check check, draft or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft or money order to the Managing General Partner. (b) On Upon receipt by you, you as Dealer-Manager, Manager of notice from the Managing General Partner that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, you and the Selling Agents Agent agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas Public #8 Ltd.". Thereafter, the Selling Agents shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer- Manager shall transmit the check check, draft or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner.. Anthem Securities, Inc. Selling Agent Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, of notice from after the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the followingMDS Securities, the term “LLC Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.Dealer Agreement 11 (a) Pending receipt of a each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, or the Selling Agents on receipt of any check from a subscriber the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, or the minimum subscription proceeds have been received with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall instruct all subsequent subscribers, if requested by the Managing General Partner, you, and Partner or the Selling Agents agree that all subscribers then may be instructedDealer-Manager in the notice, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which the Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the each check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentDealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, or minimum subscription proceeds of $15,000,000 in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, or minimum subscription proceeds of $15,000,000 have been received in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Managing General Partner, you, and the Selling Agents Dealers agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds Partnership Subscription of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on you shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and Subscription Agreement by the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On Upon receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas America Public #9 Ltd.". Thereafter, the Selling Agents you shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and subscription documents by the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager's receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager's receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in the Minimum Offering Amount, but subject to Section 4(d4(f) of this Agreementwith respect to subscriptions from Iowa and Pennsylvania residents, the Selling Agents Dealers on receipt of any check check, draft or money order from a subscriber shall promptly transmit the check check, draft, or money order and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have the Minimum Offering Amount has been received, the Managing General Partner, you, and the Selling Agents Dealers agree that that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” ▇▇▇▇▇▇▇▇ Securities, Inc. 16 Dealer-Manager Agreement Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks checks, drafts, and money orders received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check check, draft or money order and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Anthem Securities, Inc. 9 Selling Agent Agreement Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, of notice from after the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. C▇▇▇▇▇▇▇ Securities, Inc. Dealer Manager Agreement EAST\43209550.1 8/12/10 In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s Partnership's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner.Partnership. ▇▇▇▇▇▇▇▇ Securities, Inc. 11 Selling Dealer Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General PartnerPartnership’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original Bryan Funding, Inc. 9 Selling Agent Agreement executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.. Anthem Securities, Inc. Dealer-Manager Agreement

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the followingBryan Funding, the term “Inc. Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.Agent Agreement (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, the Dealer- Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offeredPartnership. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, you as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner.. 9 Anthem Securities, Inc. Selling Agent Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania, of notice Washington and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have escrow agent for the Company or, after the Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington Resource Securities, Inc. 19 Dealer Manager Agreement and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Subscription Amount (subject to the ▇▇▇▇tional restrictions with respect to Pennsylvania and Iowa residents as set forth in Section 4(d) of this The Dealer-Manager Agreement), the Selling Agents you shall promptly, on receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer- Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Subscription Amount (subject to the additional restrictions with respect to Pennsylvania and Iowa residents as set forth in Section 4(dThe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s Partnership's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Lease Equity Appreciation Fund I, L.P. Subscription Account" Thereafter, the Selling Agents you shall promptly transmit promptly, on receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit the same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentDealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4( c ) of this Agreement, or minimum subscription proceeds of $15,000,000 in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4( c ) of this Agreement have been received, or minimum subscription proceeds of $15,000,000 have been received in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Managing General Partner, you, and the Selling Agents Dealers agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a the Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a the Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offeredPartnership. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and original subscription documents, the original executed Subscription Agreement, you, as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Subscription Amount (subject to the additional restrictions with respect to Pennsylvania residents as set forth in Section 4(d) of this The Dealer-Manager Agreement), the Selling Agents you shall promptly, on receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Subscription Amount (subject to the additional restrictions with respect to Pennsylvania residents as set forth in Section 4(dThe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s Partnership's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Lease Equity Appreciation Fund I, L.P." Thereafter, the Selling Agents you shall promptly transmit promptly, on receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit the same together with the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Agreement by the Dealer-Manager, the Dealer-Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the followingAnthem Securities, the term “Inc. Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.Agent Agreement (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, the Dealer- Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer- Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement and the Escrow Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement and the Escrow Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General PartnerPartnership’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Finance Fund 4, L.P. Subscription Account.” Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed ▇▇▇▇▇▇▇▇ Securities, Inc. Selling Dealer Agreement Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in the Minimum Offering Amount, but subject to Section 4(d4(f) of this Agreementwith respect to subscriptions from Iowa and Pennsylvania residents, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling AgentDealer. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have the Minimum Offering Amount has been received, the Managing General Partner, you, and the Selling Agents Dealers agree that that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Finance Fund 4, L.P. Subscription Account.” Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the ▇▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement end of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentDealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when if you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(c) of this Agreement, or the receipt of the minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Dealer Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Dealer Manager, of notice from the Managing General Partner Partnership in which the Units are then being offered that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(c) of this Agreement have been received, or the Managing General Partnerreceipt of the minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, you, you and the Selling Agents Dealers agree that all subscribers then may be instructed, instructed by you or the Partnership in which the Managing General Partner’s sole discretion, Units are then being offered to make their checks or wires payable solely to the Partnership in which the Units are then being offered. Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Dealer Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General PartnerPartnership in which the Units are then being offered.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.Dealer Agreement (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement and the Escrow Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General PartnerPartnership’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, or the Selling Agents on receipt of any check from a subscriber the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, or the minimum subscription proceeds have been received with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall instruct all subsequent subscribers, if requested by the Managing General Partner, you, and Partner or the Selling Agents agree that all subscribers then may be instructedDealer-Manager in the notice, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which the Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the each check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, of notice from after the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the ▇▇▇▇▇▇▇▇ Securities, Inc. 14 Dealer Manager Agreement customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in the Minimum Offering Amount, but subject to Section 4(d4(f) of this Agreementwith respect to subscriptions from Iowa and Pennsylvania residents, the Selling Agents Dealers on receipt of any check check, draft or money order from a subscriber shall promptly transmit the check check, draft, or money order and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have the Minimum Offering Amount has been received, the Managing General Partner, you, and the Selling Agents Dealers agree that that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks checks, drafts, and money orders received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check check, draft or money order and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offeredPartnership. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and original subscription documents, the original executed Subscription Agreement, you, as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or ▇▇▇▇▇▇▇▇ Securities, Inc. 11 Selling Dealer Agreement money order and a copy of the executed Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General PartnerPartnership’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Leasing Income Fund III, L.P. Subscription Account.” Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.. 11 Anthem Securities, Inc. Selling Agent Agreement

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit Anthem Securities, Inc. 10 Selling Dealer Agreement received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s Partnership's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” Agent shall also include you as Dealer-Manager when where you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft or money order to the Managing General Partner. (b) On Upon receipt by you, you as Dealer-Manager, Manager of notice from the Managing General Partner that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, you and the Selling Agents Agent agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas Public #8 Ltd.". Thereafter, the Selling Agents shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription ▇▇▇▇▇ Funding, youInc. 10 Selling Agent Agreement documents, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.Agent Agreement (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement and the Escrow Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the escrow agent (the “Escrow Agent”) under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement and the Escrow Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General PartnerPartnership’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Finance Fund 4, L.P. Subscription Account.” Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed C▇▇▇▇▇▇▇ Securities, Inc. Selling Dealer Agreement Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.. Anthem Securities, Inc. 11 Selling Agent Agreement

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this Agreement, the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this Agreement have been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania, of notice Washington and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have escrow agent for the Company or, after the Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner.. Anthem Securities, Inc. 10 Selling Agent Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in the Minimum Offering Amount, but subject to Section 4(d4(f) of this Agreementwith respect to subscriptions from Iowa and Pennsylvania residents, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling AgentDealer. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have the Minimum Offering Amount has been received, the Managing General Partner, you, and the Selling Agents Dealers agree that that, subject to Section 4(f) with respect to subscriptions from Iowa and Pennsylvania residents, all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. “LEAF Equipment Finance Fund 4, L.P. Subscription Account.” C▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a the Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this Agreement, the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement subscription documents to you, as Dealer-Manager, by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a the Partnership’s minimum subscription proceeds of $2,000,000 $ as set forth in Section 4(d) of this Agreement have been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offeredPartnership. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement subscription documents to you, you as Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreementsubscription documents, you, you as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentDealer, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement, or minimum subscription proceeds of $15,000,000 in the case of Pennsylvania subscribers as provided in section 6 of the Escrow Agreement, the Selling Agents Dealers on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, of notice from the Managing General Partner that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have been received, or minimum subscription proceeds of $15,000,000 have been received in the case of Pennsylvania subscribers as provided in section 6 of the Escrow MDS Securities, LLC 14 Dealer-Manager Agreement Agreement, the Managing General Partner, you, and the Selling Agents Dealers agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents Dealers shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon the end of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s Minimum Offering proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania, of notice Washington and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have escrow agent for the Company or, after the Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Washington and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager after the Minimum Offering, Pennsylvania Minimum, Washington Minimum or New York Minimum, as applicable, has been achieved, made payable to “Resource Apartment REIT III, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription AgreementDealer Manager. Resource Securities, you, as Dealer-Manager, shall transmit the check and the original executed Subscription Inc. Dealer Manager Agreement to the Managing General Partner.17

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.. Selling Agent Agreement

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania, of notice Ohio and New York investors. The Dealer will transmit Resource Securities, Inc. 14 Dealer Manager Agreement checks and subscription documents from Pennsylvania investors for deposit to the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have escrow agent for the Company or, after the Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Ohio and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania, of notice Ohio and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have escrow agent for the Company or, after the Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania, Ohio and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d4(e) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d4(e) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and original subscription documents, the original executed Subscription Agreement, you, as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General Partner.. ▇▇▇▇▇ Funding, Inc. 9 Selling Agent Agreement (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s the minimum subscription proceeds of $2,000,000 1,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Atlas Public #11-2002 Ltd." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check and the original executed Subscription Agreement, you, as the Dealer-ManagerManager 11 Bryan Funding, Inc. Selling Agent Agreement shall transmit the transmi▇ ▇▇▇ check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager's receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your the Dealer-Manager's receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.. Anthem Securities, Inc. Selling Agent Agreement

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” Agent shall also include you as Dealer-Manager when where you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft or money order to the Managing General Partner. (b) On Upon receipt by you, you as Dealer-Manager, Manager of notice from the Managing General Partner that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, you and the Selling Agents Agent agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas America Public #9, Ltd.". Thereafter, the Selling Agents shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agentescrow agent for the Company or, and after the original executed Subscription Agreement and a copy of the check Minimum Offering has been achieved, to the Managing General Partner. (b) On receipt by youCompany, as Dealer-Managerexcept for investments from Pennsylvania and New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, of notice from after the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Pennsylvania Minimum has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their checks or wires payable solely to the Partnership in which Units are then being offered. Thereafter, the Selling Agents shall promptly transmit any and all checks received from subscribers and the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. Resource Securities, Inc. Dealer Manager Agreement 14 (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT II, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the original executed Subscription Agreement, you, as Dealer-Dealer Manager, shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(d) of this the Dealer-Manager Agreement), the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check any Anthem Securities, Inc. 10 Selling Dealer Agreement and all checks, drafts, and money orders received by you from prospective purchasers of Units and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and a copy of the executed Subscription Agreement to the escrow agent (the "Escrow Agent") under the Escrow Agreement, and the original executed Subscription Agreement and a copy of the check check, draft, or money order to the Managing General PartnerPartnership. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 the Minimum Offering Amount (subject to the additional restrictions with respect to Iowa and Pennsylvania residents as set forth in Section 4(dthe Dealer-Manager Agreement) of this Agreement have has been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s Partnership's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered. "Lease Equity Appreciation Fund II, L.P. Subscription Account." Thereafter, the Selling Agents you shall promptly transmit any and all checks checks, drafts, and money orders received by you from subscribers prospective purchasers of Units and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agentyou. By noon the end of the next business day following your its receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check check, draft, or money order and the original executed Subscription Agreement to the Managing General PartnerPartnership.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Agent shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” Agent shall also include you as Dealer-Manager when where you receive subscriptions from investors. (a) Pending receipt of a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement1,000,000, the Selling Agents on shall promptly, upon receipt of any check and all checks, drafts, and money orders received from a subscriber shall promptly prospective purchasers of Units, transmit the check and same together with the original executed Subscription Agreement to you, as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check check, draft or money order to the Managing General Partner. (b) On Upon receipt by you, you as Dealer-Manager, Manager of notice from the Managing General Partner that a Partnership’s the minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Partnership Subscription has been received, the Managing General Partner, you, you and the Selling Agents Agent agree that all subscribers then thereafter may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks checks, drafts, or wires money orders payable solely to the Partnership in which Units are then being offered"Atlas America Public #9 Ltd.". Thereafter, the Selling Agents shall promptly transmit promptly, upon receipt of any and all checks checks, drafts, and money orders received from subscribers and prospective purchasers of Units, transmit same together with the original executed Subscription Agreement to you, you as Dealer-Manager, Manager by noon the end of the next business day following receipt of the check check, draft, or money order by the Selling Agent. By noon the end of the next business day following your receipt of the check check, draft, or money order and the original executed Subscription Agreement, you, Agreement by you as Dealer-Manager, you as Dealer-Manager shall transmit the check check, draft or money order and the original executed Subscription Agreement to the Managing General Partner.

Transmittal Procedures. You and each Selling Agent, including customer carrying broker/dealers, Dealer shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling AgentDealer” shall also include you as Dealer-Dealer Manager when you receive procure subscriptions from investors. For purposes of the following, the Minimum Offering shall have been achieved upon receipt by the Dealer Manager of notice from the Company that the Company’s minimum Offering Proceeds of $2,000,000 have been received and accepted by the Company. (a) Pending receipt of Where, pursuant to a PartnershipDealer’s minimum internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreementdocuments and checks are received from subscribers, checks and subscription documents will be transmitted by the Selling Agents on receipt of any check from a subscriber shall promptly transmit the check and the original executed Subscription Agreement to you, as Dealer-Manager, by noon end of the next business day following receipt of the check by the Selling Agent. By noon of the next business day following your receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, shall transmit the check and a copy of the executed Subscription Agreement Dealer for deposit to the Escrow Agent, and escrow agent for the original executed Subscription Agreement and a copy of the check Company or to the Managing General Partner. (b) On receipt by youDealer Manager if the Dealer Manager is acting as processing broker-dealer or, as Dealer-Manager, of notice from after the Managing General Partner that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) of this Agreement have Minimum Offering has been received, the Managing General Partner, you, and the Selling Agents agree that all subscribers then may be instructed, in the Managing General Partner’s sole discretionachieved, to make their the Company, except for investments from Pennsylvania and New York investors. The Dealer will transmit checks or wires payable solely and subscription documents from Pennsylvania investors for deposit to the Partnership in which Units are then being offered. Thereafterescrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Selling Agents shall promptly transmit any and all checks received from subscribers and Pennsylvania Minimum has been achieved, to the original executed Subscription Agreement to you, as Dealer-ManagerCompany, by noon the end of the next business day following receipt of the check by the Selling AgentDealer. By noon The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following your receipt by the Dealer. (b) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and original subscription documents will be transmitted by the end of the check next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company, except for investments from Pennsylvania and New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or to the Dealer Manager if the Dealer Manager is acting as processing broker-dealer or, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. (c) Where the Dealer Manager, as processing broker dealer, receives investor proceeds before the Minimum Offering has been achieved, checks and a copy of the subscription documents will be transmitted by the Dealer Manager for deposit to the escrow agent for the Company, and a copy of the checks and the original executed Subscription Agreement, yousubscription documents will be transmitted by the Dealer Manager to the Company, as Dealer-soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. After the Minimum Offering has been achieved, shall transmit the check checks and the original executed Subscription Agreement subscription documents will be transmitted by the Dealer Manager to the Managing General PartnerCompany as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager, except for investments from Pennsylvania and New York investors. The Dealer Manager will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. The Dealer Manager will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected potential investors will be promptly returned to such potential investors. (d) Notwithstanding the above, the Dealer Manager may authorize certain Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer or authorize a debit from the customer’s account maintained with the Dealer for the amount of shares subscribed for by the customer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager, made payable to “Resource Real Estate Opportunity REIT, Inc.” The procedures for the transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the Dealer Manager.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(c) of this the Dealer Manager Agreement, or the Selling Agents on receipt of the minimum subscription proceeds required by Pennsylvania or any check from a subscriber other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as Dealer-Manager, the Dealer Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your the Dealer Manager’s receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner Partnership in which the Units are then being offered or the Dealer Manager that a the Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(c) of this the Dealer Manager Agreement have been received, or the Managing General Partnerreceipt of the minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the Escrow Agreement of the Partnership in which the Units are then being offered, youyou shall instruct all subsequent subscribers, and if requested by the Selling Agents agree that all subscribers then may be instructedPartnership or the Dealer Manager in the notice, in the Managing General Partner’s their sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which the Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement Agreements to you, as Dealer-Manager, the Dealer Manager by noon the end of the next business day following receipt of the each check by the Selling Agentyou. By noon the end of the next business day following your the Dealer Manager’s receipt of the check and the original executed Subscription Agreement, you, as Dealer-Manager, the Dealer Manager shall transmit the check and the original executed Subscription Agreement to the Managing General PartnerPartnership in which the Units are then being offered.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a the Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(e) of this the Dealer-Manager Agreement, the Selling Agents on receipt of any check from a subscriber you shall promptly transmit the check transmit, any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and the original executed Subscription Agreementsubscription documents, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement subscription agreement to the Escrow Agent, and the original executed Subscription Agreement subscription documents and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a the Partnership’s 's minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4(e) of this the Dealer-Manager Agreement have been received, the Managing General Partner, you, and the Selling Agents you agree that all subscribers then may be instructed, in the Managing General Partner’s 's sole discretion, to make their checks or wires payable solely to the Partnership in which Units are then being offeredPartnership. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement subscription documents to you, as the Dealer-Manager, Manager by noon of the next business day following receipt of the check by the Selling Agentyou. By noon of the next business day following your its receipt of the check and original subscription documents, the original executed Subscription Agreement, you, as Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement subscription documents to the Managing General Partner.

Transmittal Procedures. You and each Selling AgentYou, including if you are a customer carrying broker/dealersdealer, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors. (a) Pending receipt of a each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4( c ) of this the Dealer-Manager Agreement, or the Selling Agents on receipt of any check from a subscriber the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall promptly transmit the check any and all checks received by you from subscribers and the original executed Subscription Agreement to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent, and the original executed Subscription Agreement and a copy of the check to the Managing General Partner. (b) On receipt by you, as Dealer-Manager, you of notice from the Managing General Partner or the Dealer-Manager that a Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d4( c ) of this the Dealer-Manager Agreement have been received, or the minimum subscription proceeds have been received with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, you shall instruct all subsequent subscribers, if requested by the Managing General Partner, you, and Partner or the Selling Agents agree that all subscribers then may be instructedDealer-Manager in the notice, in the Managing General Partner’s sole discretion, to make their checks or wires wire transfers payable solely to the Partnership in which the Units are then being offered. Thereafter, the Selling Agents you shall promptly transmit any and all checks received by you from subscribers and the original executed Subscription Agreement Agreements to you, as the Dealer-Manager, Manager by noon the end of the next business day following receipt of the each check by the Selling Agentyou. By noon the end of the next business day following your the Dealer-Manager’s receipt of the check and the original executed Subscription Agreement, you, as the Dealer-Manager, Manager shall transmit the check and the original executed Subscription Agreement to the Managing General Partner.