Common use of Subscriptions for Interests Clause in Contracts

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-A,” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-A.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each such subscription payment received and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the applicable partnership. We will return directly to you any Subscription Agreement that is not accepted by the Managing General Partner together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of Tennessee) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of Tennessee, until subscriptions for 5% (or $10,000,000) of the maximum in the Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania and Tennessee, have been received in each Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, but not less frequently than monthly, following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-A,Fund 14” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Fund 14” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania as defined below) and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the applicable partnershipPartnership thereafter. We will undertake to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and Pennsylvania, which requires that a minimum of 20,000 Interests must be sold in the State of TennesseePrimary Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering have been received in the Offering have been receivedPrimary Offering, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offeringescrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania and Tennessee, have been received in each Partnership the Primary Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, daily but not less frequently than monthly, twice each month following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to In connection with the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-ManagerOffering, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation Partnership will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay:

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the applicable Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-A,” “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-A.A,” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the Managing General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following the applicable partnership’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering each Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania as defined below) and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the applicable partnershippartnership thereafter. We will The applicable partnership undertakes to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our the applicable partnership’s receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of Tennessee, which require that a minimum of 1,000 Interests must be sold in the applicable Partnership Offering before such residents’ subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of Tennessee, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering have been receivedapplicable Partnership Offering, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania and Tennessee, have been received in each the applicable Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the applicable Offering Period for such partnership and to admit to the applicable partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date for a partnership will occur as frequently as daily, daily but not less frequently than monthly, monthly following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in In connection with an investment in Interests (the “RIA Members”)each Partnership Offering, who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay:

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-A,Fund 14” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Fund 14” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each such subscription payment received and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 1,200 Interests in the applicable Partnership Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, for which an escrow account will be maintained until such time as subscriptions for 1,000 20,000 Interests have been received from investors in the applicable Partnership Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the applicable partnershipPartnership. We will return directly to you any Subscription Agreement that which is not accepted by the Managing General Partner together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania and Tennessee, have been received in each Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence)escrow. Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, but not less frequently than monthly, twice each month following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnershipThe Partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Primary Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their its affiliates and each Selling Dealer (the “Affiliated Members”), (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Interests for a net price of $9,300.00 930.00 per Interest and as to which no Sales Commissions are payable, and (bc) investors by registered investment advisers affiliated with you who do not charge a commission participants in connection with an investment the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which case no Sales Commissions are payablewill be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distributiondistribution and shall be limited to a maximum of 10% of the total Interests sold. All such compensation will be paid by the applicable partnership Partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership the Partnership on such Closing Date. No compensation will be paid with in respect to of subscriptions (or portions thereof) that which have been rejected by the Managing General PartnerPartnership, or in the event the minimum offering for 200 1,200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-A,Fund 14” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Equipment and Corporate Infrastructure Fund Fourteen, L.P.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania as defined below) and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the applicable partnershipPartnership thereafter. We will undertake to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and Pennsylvania, which requires that a minimum of 20,000 Interests must be sold in the State of TennesseePrimary Offering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum offering have been received in the Offering have been receivedPrimary Offering, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offeringescrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania and Tennessee, have been received in each Partnership the Primary Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, daily but not less frequently than monthly, twice each month following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to In connection with the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-ManagerOffering, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation Partnership will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay:

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-A,Fund-[_]” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-A.Fund-[_]” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Investment Group, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the Managing General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Managing General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 Interests in the applicable Partnership Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania as defined below) and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 1,000 Interests have been received from investors in the applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the applicable partnershipPartnership thereafter. We will undertake to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 Interests in the applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and Pennsylvania, which requires that a minimum of 1,000 Interests must be sold in the State of TennesseeOffering before such resident’s subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of Tennessee), including interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering have been receivedOffering, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offeringescrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania and TennesseePennsylvania, have been received in each Partnership the Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, bi-weekly but not less frequently than monthly, monthly following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to In connection with the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-ManagerOffering, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation Partnership will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay:

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., N.A. as Escrow Agent for ICON O&G Fund-A,Fund 15” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Fund 15” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 1,200 Interests in the applicable Partnership Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, for which an escrow account will be maintained until such time as subscriptions for 1,000 20,000 Interests have been received from investors in the applicable Partnership Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the applicable partnershipPartnership. We will undertake to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offeringescrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania and Tennessee, have been received in each Partnership the Primary Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, but not less frequently than monthlytwice each month, following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to In connection with the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-ManagerOffering, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation Partnership will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay you:

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., DBTCA as Escrow Agent for ICON O&G Fund-A,Fund 14” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Equipment and Corporate Infrastructure Fund Fourteen, L.P.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each such subscription payment received and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following receipt thereof, to UMB Bank, N.A. Deutsche Bank Trust Company Americas (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 1,200 Interests in the applicable Partnership Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, for which an escrow account will be maintained until such time as subscriptions for 1,000 20,000 Interests have been received from investors in the applicable Partnership Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the applicable partnershipPartnership. We will return directly to you any Subscription Agreement that which is not accepted by the Managing General Partner together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offering. After subscriptions equaling $10,000,000 for the residents of all jurisdictions, including Pennsylvania and Tennessee, have been received in each Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence)escrow. Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, but not less frequently than monthly, twice each month following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnershipThe Partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Primary Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their its affiliates and each Selling Dealer (the “Affiliated Members”), (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Interests for a net price of $9,300.00 930.00 per Interest Share and as to which no Sales Commissions are payable, and (bc) investors by registered investment advisers affiliated with you who do not charge a commission participants in connection with an investment the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which case no Sales Commissions are payablewill be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distributiondistribution and shall be limited to a maximum of 10% of the total Interests sold. All such compensation will be paid by the applicable partnership Partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership the Partnership on such Closing Date. No compensation will be paid with in respect to of subscriptions (or portions thereof) that which have been rejected by the Managing General PartnerPartnership, or in the event the minimum offering for 200 1,200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., [_____] as Escrow Agent for ICON O&G Fund-A,Fund 15” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 20,000 Interests have been received and accepted in the applicable Partnership Primary Offering) in the form of a check made payable to “ICON O&G Fund-A.Fund 15” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to UMB Bank, N.A. [_____] (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 200 1,200 Interests in the applicable Partnership Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, for which an escrow account will be maintained until such time as subscriptions for 1,000 20,000 Interests have been received from investors in the applicable Partnership Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the applicable partnershipPartnership. We will undertake to promptly return directly to you for return to any Subscription Agreement that is of your customers whose subscriptions are not accepted by the Managing General Partner Partner, their Subscription Agreements together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customersame. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing General Partner has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 200 1,200 Interests are received and accepted by the Managing General Partner in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) on or before the applicable Termination Date, the partnership Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 200 1,200 Interests in the applicable Partnership Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), the Managing General Partner will notify the Escrow Agent that Schedule A to the partnershipPartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the applicable partnership Partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of Pennsylvania and the State of TennesseePennsylvania, until subscriptions for 5% (or $10,000,00020,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrow for each Partnership Offeringescrow. After subscriptions equaling $10,000,000 20,000,000 for the residents of all jurisdictions, jurisdictions including Pennsylvania and Tennessee, have been received in each Partnership the Primary Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the applicable partnership Partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date for each partnershipDate, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, but not less frequently than monthlytwice each month, following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. Subject to In connection with the volume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, each partnership, by its acceptance of this Agreement, agrees to pay you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (a) officers, employees and securities representatives of the Dealer-ManagerOffering, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable, and (b) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $9,300.00 per Interest and as to which no Sales Commissions are payable. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution. All such compensation Partnership will be paid by the applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.pay you: