Common use of Subscriptions for Units Clause in Contracts

Subscriptions for Units. You shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of a subscriber's suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each subscriber and countersigned by a supervisory representative of your firm, together with the related subscription payment (in the form of a check made payable to " ICON Income Fund Eight Escrow Account" pending receipt and acceptance by the General Partner of subscriptions for 37,500 Units and thereafter in the form of a check made payable to "ICON Income Fund Eight Subscription Account") to: ICON Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 subscription so received by the General Partner will subject to acceptance or rejection by it by the end of the next business day. Each such subscription payment received by us and accepted by the 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 The Bank of New York (NJ), White Plains, New York (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 Initial Closing Date and will be a segregated subscription account of the Partnership thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, a subscriber will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction, and the offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 Units (excluding the above referenced ten (10) Units owned by the Original Limited Partner) the General Partner will notify the Escrow Agent that Schedule A to the Partnership Agreement has been amended to admit as Limited Partners subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 Units must be sold 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 Partnership the amount of all of such subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscription. The date on which such admission of Limited Partners shall occur is hereinafter called the "Initial Closing Date." Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,000) of the Maximum Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions for the residents of all jurisdictions including Pennsylvania have been received, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date and the applicable subscribers admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings subsequent to the Initial Closing will occur as frequently as daily. The Partnership, by its acceptance of this Agreement, agrees to pay you the following compensation: a) Sales Commissions in an amount equal to 8.0% of the total purchase price of all Units sold through your efforts, except for the following types of Unit sales to officers, employees and securities representatives of the General Partner, its Affiliates and each Selling Dealer ("Affiliated Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with to: Prior to the related Initial Closing Date (as defined below), checks for the purchase of Units should be made payable to “Signature Bank as Escrow Agent for SQN Asset Income Fund V, L.P.” After such time, checks for the purchase of Units should be made payable to “SQN Asset Income Fund V, L.P. Subscription Account.” Prior to the Initial Closing Date, each subscription payment (payment, in the form of a check made payable to " ICON Income Fund Eight Escrow Account" pending receipt wire (wire instructions provided upon request) or check, and acceptance by a copy of the General Partner of subscriptions for 37,500 Units and thereafter in the form of a check made payable to "ICON Income Fund Eight related Subscription Account") to: ICON Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Agreement, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us at Signature Bank (the foregoing address “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 Initial Closing Date, no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm associate of the Selling Agent of such payment, unless such the applicable Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s offices for internal supervisory review (which shall take place within by noon of the aforementioned time periodnext business day following initial receipt by the Selling Agent from the customer), in which event such other office shall complete its review and forward such Subscription Agreement and subscription payment to the above address Escrow Agent no later than noon of the next business day after its receipt thereof. (Notwithstanding the foregoing, any investor's ’s check not properly completed as described above shall be promptly returned to such investor not later than the end of the next business day following your the Selling Agent’s receipt of such check). Each subscription so Subscription Agreement received by the General Partner will be subject to acceptance or rejection by it by the end of the next business day. Each such subscription payment received by us and accepted by the 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 on which it is received. The Bank of New York (NJ), White Plains, New York (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 Initial Closing Date and will be a segregated subscription account of the Partnership thereafter. We undertake undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed related subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 120,000 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, from the General Partner or its affiliates and from residents of Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 120,000 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 1,000,000 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,00010,000,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent underwriting fees in an amount equal to 8.02% of the total purchase price of all Units sold through your effortsin the Offering (the “Underwriting Fees”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Underwriting Fees with respect to Units, employees and securities representatives if any, sold to the General Partner or its affiliates. The Selling Agent may, in its sole discretion, waive all or any portion of the General PartnerUnderwriting Fees otherwise applicable to proceeds received from the sale of Units attributable to funds submitted to escrow prior to the Initial Closing Date; and the amount that would have otherwise been paid as Underwriting Fees on the sale of those Units will be credited to the Eligible Investor in the form of additional Units by reducing the purchase price per Unit payable by the applicable Eligible Investor. The total compensation to be paid to the Selling Agent in connection with the Offering, including Underwriting Fees, shall not exceed 2% of the gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with the related subscription payment (in the form of a wire (wire instructions provided upon request) or check made payable to " ICON Income “Signature Bank, as Escrow Agent for SQN Asset Investment Fund Eight Escrow Account" V, L.P.” pending receipt and acceptance by the General Partner of subscriptions for 37,500 120,000 Units and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000,000 Units have been received and accepted in the Offering) in the form of a check made payable to "ICON Income Fund Eight Subscription Account") “SQN ASSET INCOME FUND V, L.P.” to: ICON Capital Corp. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s 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 ’s check not properly completed as described above shall be promptly returned to such investor not later than the end of the next business day following your the Selling Agent’s 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 next business dayday on which it is received. Each such subscription payment received by us the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end no later than noon of the second business day following our the Selling Agent’s receipt thereof, to The Signature Bank of New York (NJ), White Plains, New York (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 Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake The Partnership undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 120,000 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, from the General Partner or its affiliates and from residents of Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 120,000 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 1,000,000 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,00010,000,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent underwriting fees in an amount equal to 8.02% of the total purchase price of all Units sold through your effortsin the Offering (the “Underwriting Fees”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Underwriting Fees with respect to Units, employees and securities representatives if any, sold to the General Partner or its affiliates. The Selling Agent may, in its sole discretion, waive all or any portion of the General PartnerUnderwriting Fees otherwise applicable to proceeds received from the sale of Units attributable to funds submitted to escrow prior to the Initial Closing Date; and the amount that would have otherwise been paid as Underwriting Fees on the sale of those Units will be credited to the Eligible Investor in the form of additional Units by reducing the purchase price per Unit payable by the applicable Eligible Investor. The total compensation to be paid to the Selling Agent in connection with the Offering, including Underwriting Fees, shall not exceed 2% of the gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with the related subscription payment (in the form of a check made payable to " ICON Income Fund Eight Escrow Account" “[ ]” pending receipt and acceptance by the General Partner of subscriptions for 37,500 1,200 Units and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 2,500 Interests have been received and accepted in the Offering) in the form of a check made payable to "ICON Income “SQN Alternative Investment Fund Eight Subscription Account") III, L.P.” to: ICON SQN Capital Corp. ▇Management, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s 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 ’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your the Selling Agent’s 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 next business dayday on which it is received. Each such subscription payment received by us the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the Selling Agent’s receipt thereof, to The Bank of New York (NJ), White Plains, New York [ ] (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 Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake The Partnership undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 1,200 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions from the General Partner or its affiliates and from residents of Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 1,200 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s amended and restated limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 2,500 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,0002,500,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $2,500,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent distribution expenses in an amount equal to 8.02.0% of the total purchase price of all Units sold through your effortsin the Offering (the “Distribution Expenses”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Distribution Expenses with respect to Units sold to the General Partner or its affiliates. The total compensation to be paid to the Selling Agent in connection with the Offering, employees and securities representatives including Distribution Expenses, shall not exceed 2.0% of the General Partner, gross offering proceeds from sale of Units. Distribution Expenses with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with the related subscription payment (in the form of a wire (wire instructions provided upon request) or check made payable to " ICON Income “Signature Bank, as Escrow Agent for SQN Asset Investment Fund Eight Escrow Account" V, L.P.” pending receipt and acceptance by the General Partner of subscriptions for 37,500 120,000 Units and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 1,000,000 Units have been received and accepted in the Offering) in the form of a check made payable to "ICON Income Fund Eight Subscription Account") “SQN ASSET INCOME FUND V, L.P.” to: ICON Capital Corp. ▇1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Floor Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s 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 ’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your the Selling Agent’s 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 next business dayday on which it is received. Each such subscription payment received by us the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the Selling Agent’s receipt thereof, to The Signature Bank of New York (NJ), White Plains, New York (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 Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake The Partnership undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 120,000 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, from the General Partner or its affiliates and from residents of Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 120,000 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 1,000,000 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,00010,000,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent underwriting fees in an amount equal to 8.02% of the total purchase price of all Units sold through your effortsin the Offering (the “Underwriting Fees”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Underwriting Fees with respect to Units, employees and securities representatives if any, sold to the General Partner or its affiliates. The Selling Agent may, in its sole discretion, waive all or any portion of the General PartnerUnderwriting Fees otherwise applicable to proceeds received from the sale of Units attributable to funds submitted to escrow prior to the Initial Closing Date; and the amount that would have otherwise been paid as Underwriting Fees on the sale of those Units will be credited to the Eligible Investor in the form of additional Units by reducing the purchase price per Unit payable by the applicable Eligible Investor. The total compensation to be paid to the Selling Agent in connection with the Offering, including Underwriting Fees, shall not exceed 2% of the gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with the related subscription payment (in the form of a check made payable to " ICON Income Fund Eight Escrow Account" “____________” pending receipt and acceptance by the General Partner of subscriptions for 37,500 1,200 Units and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 10,000 Units have been received and accepted in the Offering) in the form of a check made payable to "ICON Income Fund Eight Subscription Account") “SQN AIF IV, L.P.” to: ICON SQN Capital Corp. Management, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 26th Floor New York, NY 10038 Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s 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 ’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your the Selling Agent’s 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 next business dayday on which it is received. Each such subscription payment received by us the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the Selling Agent’s receipt thereof, to The Bank of New York (NJ), White Plains, New York __________ (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 Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake The Partnership undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 1,200 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, from the General Partner or its affiliates and from residents of Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 1,200 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 10,000 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,00010,000,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent underwriting fees in an amount equal to 8.03% of the total purchase price of all Units sold through your effortsin the Offering (the “Underwriting Fees”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Underwriting Fees with respect to Units, employees and securities representatives if any, sold to the General Partner or its affiliates. The total compensation to be paid to the Selling Agent in connection with the Offering, including Underwriting Fees, shall not exceed 3% of the General Partner, gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.

Subscriptions for Units. You shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of a subscriber's suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each subscriber and countersigned by a supervisory representative of your firm, together with the related subscription payment (in the form of a check made payable to " "ICON Income Fund Eight Escrow Account" pending receipt and acceptance by the General Partner of subscriptions for 37,500 50,000 Units and thereafter in the form of a check made payable to "ICON Income Fund Eight Subscription Account") to: ICON Capital Securities Corp. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 subscription so received by us as Dealer-Manager will be delivered by us by the end of the business day we receive same to the General Partner will subject to for acceptance or rejection by it by the end of the next business day. Each such subscription payment received by us and accepted by the 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 The Bank of New York (NJ), White Plains▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New York ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (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 Initial Closing Date receipt of subscriptions for an aggregate of 37,500 Units and thereafter will be deposited in a segregated subscription account of maintained solely for such purpose by the Partnership thereafterPartnership. We undertake to promptly will return directly to you for return to any of your customers whose subscriptions are Subscription Agreement which is not accepted by the General Partner, their Subscription Agreements Partner together with the related, uncashed subscription payments payment within two business days of our receipt of samesame for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, a subscriber will have no right to withdraw his subscription payments payment from escrow. The 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 a purchaser any person for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner on or before the Termination Date, the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction, and the offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 Units (excluding the above referenced ten (10) Units owned by the Original Limited Partner) the General Partner will notify the Escrow Agent that Schedule A to the Partnership Agreement has been amended to admit as Limited Partners subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 Units must be sold 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 Partnership the amount of all of such subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscription. The date on which such admission of Limited Partners shall occur is hereinafter called the "Initial Closing Date." Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,000) of the Maximum Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions for the residents of all jurisdictions including Pennsylvania have been received, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date and the applicable subscribers admitted to the Partnership as Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings subsequent to the Initial Closing will occur as frequently as dailyweekly but not less frequently than twice each month following the Initial Closing Date and promptly following the end of the Offering Period. The Partnership, by its acceptance of this Agreement, agrees to pay you the following compensation: a) Sales Commissions in an amount equal to 8.0% of the total purchase price of all Units sold through your efforts, except for the following types of Unit sales to officers, employees and securities representatives of the General Partner, its Affiliates and each Selling Dealer ("Affiliated Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale. All such compensation will be paid by the Partnership within 30 days after each Closing Date in respect of subscriptions submitted by investors who were admitted to the Partnership on such Closing Date. In addition, you will be entitled to reimbursement, on a fully accountable basis, for bona fide due diligence fees and expenses actually incurred by your firm in an amount not exceeding the lesser of (a) 1/2 of 1% of the Gross Offering Proceeds or (b) the maximum amount permitted to be paid under the National Association of Securities Dealers, Inc. (the "NASD")'s Rules of Fair Practice (the "NASD Rules"). Notwithstanding the foregoing, no compensation will be paid in respect of subscriptions (or portions thereof) which have been rejected by the General Partner, or in the event the Minimum Offering for 12,000 Units is not successfully completed.

Subscriptions for Units. You The Selling Agent shall (a) find Eligible Investors for the Units, (b) keep records of the basis for each determination by a member of, or person associated with, your the Selling Agent’s firm of a subscriber's an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each subscriber investor and countersigned by a supervisory representative of your the Selling Agent’s firm, together with the related subscription payment (in the form of a check made payable to " ICON Income Fund Eight Escrow Account" “[ ]” pending receipt and acceptance by the General Partner of subscriptions for 37,500 1,200 Units and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 2,500 Interests have been received and accepted in the Offering) in the form of a check made payable to "ICON Income “SQN Alternative Investment Fund Eight Subscription Account") III L.P.” to: ICON SQN Capital Corp. Management, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 36th Floor New York, New York 10038 Each Subscription Agreement and related subscription payment shall be forwarded by your firm the Selling Agent to us the General Partner at the foregoing address no later than noon of the next business day after receipt from your the Selling Agent’s customer by any member of, or person associated with, your firm the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of your the Selling Agent’s 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 ’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your the Selling Agent’s 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 next business dayday on which it is received. Each such subscription payment received by us the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the Selling Agent’s receipt thereof, to The Bank of New York (NJ), White Plains, New York [ ] (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 Initial Closing Date (as defined below) and will be a segregated subscription account of the Partnership thereafter. We undertake The Partnership undertakes to promptly return directly to you the Selling Agent for return to any of your its customers whose subscriptions are not accepted by the General Partner, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, a subscriber an investor will have no right to withdraw his subscription payments from escrow. The 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 a purchaser any person investor for any reason whatsoever or no reason. Unless subscriptions for at least 12,000 1,200 Units (excluding ten (10) Units originally subscribed for by the Original Limited Partner) are received and accepted by the General Partner in the Offering on or before the Termination Datedate that this Agreement is terminated pursuant to Section 9 (excluding subscriptions from the General Partner or its affiliates and from residents of Iowa and Pennsylvania), the Partnership will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deductiondeduction for any expenses, and the offering Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 12,000 1,200 Units (excluding in the above referenced ten (10) Units owned by the Original Limited Partner) Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s amended and restated limited partnership agreement (the “Partnership Agreement Agreement”) has been amended to admit as Limited Partners subscribers investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 37,500 2,500 Units must be sold in the Offering before such residents' 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 Partnership the amount of all of such subscribers' investors’ subscription payments then on deposit and shall distribute interest earned on each subscription payment to the subscribers entitled to interest earned on his subscriptionpayment. The date on upon which such admission of Limited Partners shall occur is hereinafter called the "“Initial Closing Date." ” Under regulations of the the Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,0002,500,000) of the Maximum Offering maximum offering have been receivedreceived in the Offering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $2,500,000 for the residents of all jurisdictions including Pennsylvania have been receivedreceived in the Offering, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date closing date and the applicable subscribers investors will be admitted to the Partnership as Limited Partners (in the manner ▇▇▇▇▇▇ described in the preceding sentence). Following the Initial Closing Date, the General Partner will continue to accept subscriptions for additional Units during the remainder of the Offering Period and to admit to the Partnership as Limited Partners subscribers investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the General Partner, with the anticipation that Closings closing dates subsequent to the Initial Closing Date will occur as frequently as dailydaily but not less frequently than once each month following the Initial Closing Date and promptly following the end of the Offering of the Units or earlier termination of the Offering. The PartnershipIn connection with the Offering, by its acceptance of this Agreement, agrees to the Partnership will pay you the following compensation: a) Sales Commissions Selling Agent distribution expenses in an amount equal to 8.02.0% of the total purchase price of all Units sold through your effortsin the Offering (the “Distribution Expenses”); provided, except for that the following types of Unit sales Company shall not pay to officersthe Selling Agent any Distribution Expenses with respect to Units sold to the General Partner or its affiliates. The total compensation to be paid to the Selling Agent in connection with the Offering, employees and securities representatives including Distribution Expenses, shall not exceed 2.0% of the General Partner, gross offering proceeds from sale of Units. Distribution Expenses with respect to Units actually sold by the Selling Agent or its Affiliates registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each Selling Dealer ("Affiliated closing date on which purchasers of such Units are admitted as Limited Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to which no Sales Commissions are payable. Purchases of Units by Affiliated Limited Partners shall be for investment purposes only and not with a view toward resale.