MANAGEMENT,
ORIGINATION AND SERVICING AGREEMENT


 


THIS
MANAGEMENT, ORIGINATION AND SERVICING AGREEMENT, dated as of the [_____] day of [_____], 2016 (this “Agreement”)
by and between SQN Asset Income Fund V, L.P., a Delaware limited partnership (the “Fund”) and SQN Investment
Advisors, LLC, a Delaware limited liability company (the “Investment Manager”). All capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of
the Fund, dated as of [______], 2016, as amended from time to time (the “Partnership Agreement”).


 


WHEREAS,
the Fund was formed for the purpose of making Investments; and


 


WHEREAS,
the Investment Manager is engaged in the business of managing, and providing management, originating and servicing services with
respect to, Investments; and


 


WHEREAS,
the Fund desires to engage the Investment Manager, and the Investment Manager desires to be engaged, to perform certain services
to the Fund in connection with the Investments and the operations of the Fund.


 


NOW
THEREFORE, in consideration of the covenants set forth in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
1. Services.


 


(a)The
Investment Manager shall provide the Fund with certain services as may be requested or required by the Fund to manage the Investments
and operate the Fund, which advice and services (collectively, the “Services”) shall include, without limitation,
the following:


 


(i)Provide
advice, analysis, and recommendations with respect to the origination, investigation, structuring, financing, acquisition, monitoring,
syndication, remarketing, extending, renewing and disposing of potential and existing Investments;


 


(ii)Prepare
and review and supervise the preparation and review of all agreements, certificates, amendments, notices, instruments, and other
documents required to originate, acquire, manage, finance, syndicate, remarket or dispose of any Investment or potential Investment;


 


(iii)Provide
accounting, finance, financial reporting, legal, tax, investor relations, portfolio and asset management, treasury, marketing,
receivables and payables management, and other administrative services with respect to existing and potential Investments and
the operations of the Fund;


 


(iv)Originate,
manage, service, administer and make collections on the Investments;


 


(v)Establish
and monitor residual value assessments of Investments (to the extent applicable) using information from any one or more of a number
of sources, including management’s prior experience, secondary market publications, interviews with manufacturers and used
equipment dealers, auction sales guides, historical sales data, industry organizations and valuation companies; and


 


(vi)Provide
such additional assistance and services to, and develop, license, and/or acquire such systems and software for the benefit of,
the Fund and perform any other reasonable actions that may be required by the Fund as the general partner of the Fund may reasonably
request or deem appropriate in connection with the foregoing.


 




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(b)The
Fund hereby appoints the Investment Manager as its agent and attorney-in-fact with full power, discretion and authority to make
management decisions concerning the Investments and to enter into agreements and commitments, on behalf of and in the name of
the Fund and its affiliates and subsidiaries, including, without limitation, lease agreements, loan agreements, financing agreements,
purchase and sale agreements, option agreements, participation agreements and agreements with service providers and other third-parties
related to the Investments. This appointment of the Investment Manager as agent and attorney-in-fact includes the full power of
substitution and further includes the full power to appoint agents and subagents to enter into agreements on behalf of the Fund
and its affiliates and subsidiaries.


 


(c)The
Investment Manager hereby agrees that the Services shall be carried out in accordance with customary and usual procedures of institutions
that perform the Services, unless otherwise provided specifically in the Partnership Agreement.


 


(d)To
the extent any expenses are incurred by the Investment Manager on behalf of the Fund and/or its subsidiaries and one or more funds
or accounts managed by the Investment Manager, such expenses will be allocated, as determined by the Investment Manager in its
sole discretion, between or among the Fund and/or the subsidiaries and such other funds or accounts based on the extent to which
such expenses are reasonably attributable to such entities as determined by the Investment Manager.


 


(e)The
Investment Manager shall not be required to spend any specified amount of time in performing the Services for the Fund. The Investment
Manager shall be required to devote only such time and attention to the performance of the Services as it, in its sole discretion,
deems necessary to carry out the purposes of this Agreement.


 


(f)Notwithstanding
anything to the contrary in this Agreement, the Investment Manager may engage in or possess an interest in, directly or indirectly,
any other present or future business venture of any nature or description for its own account, independently or with others, including,
but not limited to, any aspect of the equipment leasing and finance business or any other business engaged in by the Fund and
may become the managing member, investment manager or general partner in other entities and neither the Fund nor any of its Partners
shall have any rights in or to such independent venture or the income or profits derived or received therefrom.


 


Section
2. Term and Termination.


 


This
Agreement shall be deemed effective upon execution by the Fund and the Investment Manager (the “Effective Date”).
The term of this Agreement shall continue from the Effective Date for ten (10) years and thereafter shall automatically renew
for additional one-year periods unless earlier terminated by the Fund. The Fund may terminate this Agreement at any time by giving
the other party at least thirty (30) days written notice of termination. At the termination date specified in the Fund’s
notice (the “Termination Date”), the obligations of the other party with respect to the Services related to
the Investments shall terminate to the extent they have not yet been performed or are not required by this Agreement to have been
performed before the Termination Date.


 


Section
3. Fees and Expenses.


 


In
consideration of the Services to be provided under this Agreement, the Investment Manager shall receive certain fees as set forth
in Section 9.4 of the Partnership Agreement and be reimbursed for certain expenses as set forth in Section 9.4(f) of the Partnership
Agreement. Following the Termination Date, any fees and expenses accrued but not yet paid for Services provided up to and including
the Termination Date shall be paid but no other fees and expenses shall be payable to the Investment Manager following such Termination
Date. The Investment Manager hereby expressly acknowledges and agrees to be bound by Section 9.4 (e) of the Partnership Agreement
(and any provision of the Partnership Agreement necessary to give effect thereto) as it relates to the Management Fee.


 


Section
4. Miscellaneous.


 


(a)Assignability.
The rights and obligations of the Investment Manager hereunder may only be assigned if the proposed assignee(s) is approved by
the Fund in writing prior to any such assignment.


 




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(b)Delegation
of Duties. Notwithstanding anything to the contrary in this Agreement, the Investment Manager may, from time to time and in
its sole discretion, subcontract or delegate all or any part of the Services to any entity chosen by it, including any entity
affiliated with it, with respect to one or more of the Services. Such subcontract or delegation, however, shall not relieve the
Investment Manager of its responsibilities to the Fund hereunder with respect to any of the Services that are subject to the subcontract
or the delegation.


 


(c)Notices.
Notices under this Agreement shall be deemed to have been given if mailed, postage prepaid, by registered or certified mail, return
receipt required, or delivered by courier service to the other party at each party’s address stated above or at any other
address as a party may have provided by written notice to the other party.


 


(d)Section
Headings. Section, titles or captions contained in this Agreement are inserted as a matter of convenience and for reference
only, and shall not be construed in any way to define, limit or extend or describe the scope of this Agreement or the intention
of the provisions thereof.


 


(e)Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the matters set forth herein
and supersedes any prior understanding or oral or written agreement. In the event of a conflict between the terms of this Agreement
and the Partnership Agreement, the terms of the Partnership Agreement shall prevail; provided, that if any provision of this Agreement
shall be deemed to conflict with the Partnership Agreement in any respect, the remainder of this Agreement and the application
thereof shall not be affected thereby and the provision deemed to conflict with the Partnership Agreement shall be deemed rewritten
to the extent necessary to eliminate such conflict.


 


(f)No
Third Party Rights. Nothing contained herein shall confer any rights upon any person that is not a party to this Agreement.


 


(g)Choice
of Law; Venue; Waiver of Trial by Jury. This Agreement will be governed by and construed in accordance with the laws of the
State of New York without regard to the conflicts of law rules thereof. The parties to this Agreement consent to the jurisdiction
of any local, State, or federal court located within New York, and waive any objection relating to improper venue or forum non
conveniens to the conduct of any proceeding in any such court and further waive any right to have any claim or dispute arising
from or related to this Agreement by parties to this Agreement against one or more parties to this Agreement, whether or not there
are any additional third-parties to the action or proceeding, heard by a jury.


 




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


 





	 	SQN
    ASSET INCOME FUND V, L.P.
	 	 	 
	 	By:	SQN
    ASSET INCOME FUND V GP, LLC,
	 	 	General
    Partner
	 	 	 
	 	By:	 
	 	 	 
	 	SQN
    INVESTMENT ADVISORS, LLC
	 	 
	 	By:
    	 


 




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