exv10w1






Exhibit 10.1




FORM OF ESCROW AGREEMENT




     THIS AGREEMENT is dated as of                     , 201___, by and among SQN AIF III GP, LLC, a
Delaware limited liability company (the “General Partner”), SQN Securities, LLC, a Delaware limited
liability company (the “Selling Agent”), SQN Alternative Investment Fund III, L.P., a Delaware
limited partnership (the “Partnership”), and [                    ], a                     , as escrow agent (the
“Escrow Agent”).



WITNESSETH:




     WHEREAS, the Partnership will offer and sell up to 50,000 of its limited partner interests
(the “Units”) to investors meeting certain suitability standards at $1,000.00 per Unit;



     WHEREAS, each person who subscribes for the purchase of Units (a “Subscriber”) will be
required to pay his subscription in full at the time of subscription by check (the “Subscription
Proceeds”);



     WHEREAS, the Selling Agent has executed an agreement (the “Selling Agent Agreement”) with the
Partnership and the General Partner under which the Selling Agent will solicit subscriptions in
certain states on a “best efforts” basis for Subscription Proceeds of $50,000,000.00;



     WHEREAS, under the terms of the Selling Agent Agreement, the Subscription Proceeds are
required to be held in escrow account (the “Escrow Account”) subject to the receipt and acceptance
by the General Partner of subscriptions for 1,500 Units, excluding any subscriptions by the General
Partner and its affiliates and Pennsylvania residents (the “Minimum Offering Amount”);



     WHEREAS, no subscriptions to the Partnership will be accepted after receipt and acceptance of
subscriptions for 50,000 Units or the termination of the offering, whichever is the first to occur;
and



     WHEREAS, to facilitate compliance with the terms of the Selling Agent Agreement and Rule
15c2-4 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Partnership, the General Partner and the Selling Agent desire to have the Subscription Proceeds
deposited with the Escrow Agent until the Minimum Offering Amount has been obtained and the Escrow
Agent agrees to hold the Subscription Proceeds under the terms and conditions set forth in this
Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this
Agreement, the parties to this Agreement, intending to be legally bound, agree as follows:



     1. Appointment of Escrow Agent. The General Partner, the Partnership and the Selling Agent
appoint the Escrow Agent as the escrow agent to receive and to hold the Subscription Proceeds. The
Escrow Agent agrees to serve in this capacity during the term and subject to the provisions of this
Agreement.



 









 





     2. Deposit of Subscription Proceeds. Pending receipt of the Minimum Offering Amount, and
subject to Section 9, the Selling Agent and the General Partner shall deposit the Subscription
Proceeds of each Subscriber to whom they sell Units with the Escrow Agent and shall deliver to the
Escrow Agent a copy of the Subscription Agreement. A “Subscription Agreement” is the execution and
subscription instrument signed by the Subscriber to evidence such Subscriber’s agreement to
purchase Units. Payment for each subscription for Units shall be in the form of a check made
payable to “[                    ].” Verification of the Subscription Proceeds by the Escrow Agent
will be available via direct, online access, telecopier, or other electronic media as soon as
practicable after receipt.



     3. Investment of Subscription Proceeds. Subject to Section 9, the Escrow Agent shall deposit
all Subscription Proceeds only in the following interest-bearing accounts and short-term
obligations as the General Partner shall direct: short-term United States government securities
(including Treasury bills, securities issued or guaranteed by United States government agencies),
certificates of deposit and time or demand deposits in banks and savings and loan associations
which are insured by United States government agencies or deposits in members of the Federal Home
Loan Bank System. In the absence of express instructions, the Escrow Agent shall invest
Subscription Proceeds, to the extent reasonably practicable, in a United States bank money market
account insured by the Federal Deposit Insurance Corporation. Interest accrued on Subscription
Proceeds held in the Escrow Account shall not be an asset of the Partnership, but shall be added to
the Subscription Proceeds and disbursed in accordance with the terms of this Agreement. Such
amounts of interest are referred to in this Agreement as “Interest Proceeds.”



     4. Periodic Statements. The Escrow Agent shall deliver monthly statements to the General
Partner, which may be by written statement or by e-mail. The Escrow Agent shall also deliver more
frequent statements upon the request of the General Partner. Such statements shall detail
transactions of the Escrow Account.



     5. No Claims or Encumbrances. Subscription Proceeds deposited into the Escrow Account shall
not be claimed or encumbered by the General Partner, the Partnership, the Selling Agent, the Escrow
Agent, or any affiliates or creditors of any of the preceding until after such time as the
Subscription Proceeds are distributed pursuant to Section 6(a).



     6. Distribution of Subscription Proceeds.



          (a) The Escrow Agent shall promptly distribute the deposited Subscription Proceeds, plus any
Interest Proceeds as calculated pursuant to Section 8, to the General Partner after receipt by the
Escrow Agent of notice from the General Partner certifying that subscriptions for the Minimum
Offering Amount have been received and accepted by the General Partner. Such notice shall state the
date on which the initial closing date and release of the deposited Subscription Proceeds and all
related Interest Proceeds shall occur. The Escrow Agent shall make such distributions to the
General Partner on the initial closing date.



          (b) If subscriptions for the Minimum Offering Amount have not been received and accepted by
January 1, 2011, or if the offering is terminated by the General Partner on any



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date prior to such date, the General Partner shall notify the Escrow Agent of such event, and the
Escrow Agent shall promptly distribute to each Subscriber a refund check made payable to such
Subscriber in an amount equal to the deposited Subscription Proceeds received from such Subscriber
plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 8




          (c) If a subscription for Units is rejected by the General Partner after the Subscription
Proceeds relating to the subscription have been deposited in the Escrow Account, the General
Partner shall notify the Escrow Agent of the rejection, and the Escrow Agent shall promptly
distribute to the Subscriber a refund check made payable to such Subscriber in an amount equal to
the deposited Subscription Funds received from such Subscriber plus any Interest Proceeds
calculated pursuant to Section 8.



     7. Separate Partnership Account. Subject to Section 9, during the continuation of the
offering after the Escrow Agent has performed its duties described in Section 6, any additional
Subscription Proceeds may be deposited by the Selling Agent and the General Partner directly in a
separate Partnership account which shall not be subject to the terms of this Agreement.



     8. Calculation of and Payment of Interest.



          (a) If the Subscription Proceeds and any Interest Proceeds become distributable to the
Subscribers pursuant to Section 6(b) or Section 6(c), the General Partner shall compute the pro
rata share of interest paid or earned of the applicable Subscription Proceeds and shall inform the
Escrow Agent of these amounts.



          (b) Notwithstanding anything in this Agreement to the contrary, Interest Proceeds shall not be
payable to a Subscriber pursuant to Section 6(b) or Section 6(c) for such Interest Proceeds earned
on Subscription Proceeds that have been deposited in the Escrow Account for less than 21 days. Any
such Interest Proceeds shall be kept by the General Partner in the case of distributions to the
General Partner pursuant to Section 6(a) or distributed pro rata to other Subscribers in the case
of distributions to Subscribers pursuant to Section 6(b) or Section 6(c).



     9. Subscriptions of Pennsylvania Residents.



     (a) The Escrow Agent
shall deposit Subscription Proceeds from Pennsylvania residents
into a separate escrow account to be held in escrow pursuant to this Agreement for up to 120 days
after the respective Subscription Proceeds of each investor are received, except as provided in (b)
below. Funds shall be released from that account in accordance with Section 4 (and Subscription
Proceeds from Pennsylvania residents may be deposited in a separate Partnership account in
accordance with Section 7) only if the aggregate of all Subscription Proceeds received and accepted
by the General Partner, including those from Pennsylvania residents, total $[                    ] or
more. The Selling Agent and the General Partner will specifically identify subscriptions of
Pennsylvania residents to the Escrow Agent and will not commingle those subscriptions with
subscriptions of residents of other states.



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     (b) If the total Subscription Proceeds, including Subscription Proceeds received from
Pennsylvania residents, of at least $[                    ] have not been received at the end of the
first 120 day escrow period, the Partnership must notify the Pennsylvania Subscribers in
writing by certified mail or any other means whereby a receipt of delivery is obtained within 10
calendar days after the end of the escrow period that they have a right to have their Subscription
Proceeds returned to them, together with any interest earned thereon and without deduction for any
fees. If a Subscriber requests the return of the Subscriber’s Subscription Proceeds within 10
calendar days after receipt of notification, the General Partner must promptly notify the Escrow
Agent in writing to return that Subscriber’s Subscription Proceeds within 15 calendar days after
the General Partner’s receipt of the Subscriber’s request. If the Subscriber does not timely
request the return of the Subscriber’s Subscription Proceeds, then the Subscriber’s Subscription
Proceeds shall continue to be held in the escrow account for an additional 120 day period under the
terms and conditions of this Agreement, and this Section 6 shall again apply to the Subscriber’s
Subscription Proceeds.



     10. Compensation and Expenses of Escrow Agent. The General Partner shall compensate the
Escrow Agent for its services under this Agreement as set forth in Schedule I. No party other than
the General Partner shall be responsible for payment under this section. The Escrow Agent shall
have no right to claim or encumber deposited Subscription Proceeds for payment of fees.



     9. Duties of Escrow Agent. The Escrow Agent shall not be obligated to accept any notice, make
any delivery, or take any other action under this Agreement unless the notice or request or demand
for delivery or other action is in writing and given or made by the party given the right or
charged with the obligation under this Agreement to give the notice or to make the request or
demand. In no event shall the Escrow Agent be obligated to accept any notice, request, or demand
from anyone other than the General Partner.



     10. Liability of Escrow Agent.



     (a) The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any
liability for any loss sustained as a result of any investment made by the Escrow Agent in
accordance with this Agreement, in accordance with applicable laws, rules and regulations, pursuant
to the direction of the General Partner or as a result of any liquidation of any investment prior
to its maturity. Any such investment of Escrow Account shall be made in compliance with Rule 15c2-4
of the Exchange Act.



     (b) Any corporation into which the Escrow Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to
which the Escrow Agent shall be a party, or any corporation to which substantially all the escrow
business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement
without further action by the parties. In such event, however, and notwithstanding the provisions
of Section 11, the General Partner may immediately upon written notice remove the Escrow Agent.



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     (c) In performing any of its duties under this Agreement, or upon the claimed failure to
perform its duties under this Agreement, the Escrow Agent shall not be liable to anyone for any
damages, losses, or expenses that it may incur as a result of the Escrow Agent so acting, or
failing to act; provided, however, that the Escrow Agent shall be liable for damages arising out of
its willful misconduct or gross negligence under this Agreement, as determined by a court of
competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any
action taken or omitted to be taken in reliance upon any document, including any written notice or
instructions provided for in this Agreement, not only as to its due execution and to the validity
and effectiveness of its provisions but also as to the truth and accuracy of any information
contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been
signed or presented by proper person or persons and to conform with the provision of this
Agreement. The Escrow Agent may execute any of its powers and perform any of its duties hereunder
directly or through agents or attorneys (and shall be liable only for the careful selection of any
such agent or attorney) and may consult with such counsel, accountants, and other skilled persons
to be selected and retained by it.



     (d) Each of the General Partner and the Selling Agent agrees to indemnify and hold harmless
the Escrow Agent, and its directors, officers, agents and employees, against any and all losses,
claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of
investigation and counsel fees and disbursement which may be incurred by it resulting from any act
or omission of the General Partner, the Partnership or the Selling Agent; except, that if the
Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this
Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear
all such losses, claims, damages and expenses. The indemnity provided by this Section shall survive
the termination of this Agreement.



     (e) In the event that the Escrow Agent shall be uncertain as to its duties or rights under
this Agreement or shall receive instructions, claims, or demands from any party to this Agreement
that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall
be entitled to refrain from taking any action and its sole obligation shall be to keep safely all
property held in escrow until it shall be directed otherwise in writing by all of the other parties
to this Agreement or by a final order or judgment of a court of competent jurisdiction.



     11. Resignation or Removal of Escrow Agent. The Escrow Agent may resign after giving thirty
days’ prior written notice to the other parties to this Agreement provided that a substitute Escrow
Agent has been appointed. The General Partner and the Selling Agent may remove the Escrow Agent
after giving thirty days’ prior written notice to the Escrow Agent. In either event, the duties of
the Escrow Agent shall terminate thirty days after the date of the notice (or as of an earlier date
as may be mutually agreeable), and the Escrow Agent shall then deliver the balance of the
Subscription Proceeds and Interest Proceeds in its possession to a successor escrow agent appointed
by the other parties to this Agreement as evidenced by a written notice filed with the Escrow
Agent. If the other parties to this Agreement are unable to agree on a successor escrow agent or
fail to appoint a successor escrow agent before the expiration of thirty days following the date of
the notice of the Escrow Agent’s resignation or removal, then the Escrow Agent may petition any
court of competent jurisdiction for the appointment of a successor escrow agent or other
appropriate relief. Any resulting appointment shall be binding on all of the parties to this
Agreement. On acknowledgment by any successor escrow agent of



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the receipt of the then remaining balance of the Subscription Proceeds (and any interest paid or
investment income earned thereon while held by the Escrow Agent in the escrow account), the Escrow
Agent shall be fully released and relieved of all duties, responsibilities, and obligations under
this Agreement.




     12. Termination. This Agreement shall terminate and the Escrow Agent shall have no further
obligation with respect to this Agreement after the distribution of all Subscription Proceeds and
Interest Proceeds as contemplated by this Agreement or on the written agreement of all of the
parties to this Agreement.



     13. Notice. Any notices or instructions, or both, to be given under this Agreement shall be
validly given if set forth in writing and mailed by certified mail, return receipt requested, as
follows:


If to the Escrow Agent:



[                    ]

                                        

                                        

Attention:                       

Telephone:                      

Facsimile:                       



If to the Partnership:



SQN Alternative Investment Fund III, L.P.

c/o SQN AIF III GP, LLC

48 Wall Street, 24th Floor

New York, New York 10005

Telephone: (800) 258-6610

Facsimile: (877) 214-1475



If to the General Partner:



SQN AIF III GP, LLC

48 Wall Street, 24th Floor

New York, New York 10005

Telephone: (800) 258-6610

Facsimile: (877) 214-1475



If to the Selling Agent:



SQN Securities, LLC

48 Wall Street, 24th Floor

New York, New York 10005

Telephone: (800) 258-6610

Facsimile: (877) 214-1475



Any party may designate any other address to which notices and instructions shall be sent by notice
duly given in accordance with this Agreement.







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     14. Miscellaneous.



     (a) This Agreement is being delivered in the State of New York and shall be construed and
enforced in accordance with and governed by the laws of such State without reference to its choice
of law provisions that would apply the laws of another jurisdiction.



     (b) This Agreement sets forth the entire agreement and understanding of the parties in respect
to this Agreement and supersedes all prior agreements, arrangements and understandings relating to
the subject matter hereof.



     (c) This Agreement may be amended, modified, superseded or canceled, and any of the terms or
conditions hereof may be waived, only by a written instrument executed by each party hereto or, in
the case of a waiver, by the party waiving compliance. The failure of any party at any time or
times to require performance of any provision hereof shall in no manner affect the right at a later
time to enforce the same. No waiver of any party of any condition, or of the breach of any term
contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be
deemed to be construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other terms of this Agreement.



     (d) This Agreement shall be binding on and shall inure to the benefit of the undersigned and
their respective successors and assigns.



     (e) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. All signatures
of the parties to this Agreement may be transmitted by facsimile, and such facsimile will, for all
purposes, be deemed to be the original signature of such party whose signature it reproduces, and
will be binding upon such party.



     (f) References in this Agreement to “Sections” are references to Sections of this Agreement
unless the context clearly indicates otherwise.








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     IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement to be effective as
of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	[                    ],

As Escrow Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SQN AIF III GP, LLC

As General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SQN SECURITIES, LLC

As Selling Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SQN ALTERNATIVE INVESTMENT FUND III, L.P. 

As the Partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: SQN AIF III GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 




















 








APPENDIX I TO ESCROW AGREEMENT




Compensation for Services of Escrow Agent



SCHEDULE OF FEES