Common use of Subscriptions for Units Clause in Contracts

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.” pending receipt and acceptance by the General Partner of subscriptions for 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 “SQN ASSET INCOME FUND V, L.P.” to: SQN Investment Advisors, LLC 100 Xxxxxxxxx Xxxxx, Xxxxx 000 Newington, New Hampshire 03801 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent to the General Partner at the foregoing address no later than noon of the next day after receipt from the Selling Agent’s customer by any member or associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon of the second business day following the Selling Agent’s receipt thereof, to Signature Bank (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 Units are received and accepted by the General Partner in the Offering on or before the date 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 Units in the Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering, 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 received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees in an amount equal to 2% of the total purchase price of all Units sold in the Offering (the “Underwriting Fees”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees with respect to Units, 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 Underwriting 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 registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.[ ]” pending receipt and acceptance by the General Partner of subscriptions for 120,000 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 1,000,000 Units 2,500 Interests have been received and accepted in the Offering) in the form of a check made payable to “SQN ASSET INCOME FUND VAlternative Investment Fund III, L.P.” to: SQN Investment AdvisorsCapital Management, LLC 100 Xxxxxxxxx Xxxxx00 Xxxx Xxxxxx, 00xx Xxxxx 000 NewingtonXxx Xxxx, New Hampshire 03801 XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent to the General Partner at the foregoing address no later than noon of the next day after receipt from the Selling Agent’s customer by any member of, or associate of associated with, the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s receipt thereof, to Signature Bank [ ] (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 1,200 Units are received and accepted by the General Partner in the Offering on or before the date that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 1,200 Units in the 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”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 2,500 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,0002,500,000) of the maximum offering have been received in the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 2,500,000 for the residents of all jurisdictions including Pennsylvania have been received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees distribution expenses in an amount equal to 22.0% of the total purchase price of all Units sold in the Offering (the “Underwriting FeesDistribution Expenses”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees Distribution Expenses with respect to Units, if any, Units sold to the General Partner or its affiliates. The Selling Agent may, in its sole discretion, waive all or any portion of the Underwriting 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 FeesDistribution Expenses, shall not exceed 22.0% of the gross offering proceeds from sale of Units. Underwriting Fees Distribution Expenses with respect to Units actually sold by the Selling Agent or its registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.” pending receipt and acceptance by the General Partner of subscriptions for 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 “SQN ASSET INCOME FUND V, L.P.” to: SQN Investment Advisors, LLC 100 Xxxxxxxxx Xxxxx, Xxxxx 000 Newington, New Hampshire 03801 Each Prior to the 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 Agreement Account.” Prior to the Initial Closing Date, each subscription payment, in the form of a wire (wire instructions provided upon request) or check, and a copy of the related subscription payment Subscription Agreement, shall be forwarded by the Selling Agent to Signature Bank (the General Partner at “Escrow Agent”) for deposit in an interest-bearing bank account insured by the foregoing address 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 day after receipt from the Selling Agent’s customer by any member or associate of the Selling Agent of such payment, unless such the applicable Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon of the second business day following the Selling Agent’s receipt thereof, to Signature Bank (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 Units are received and accepted by the General Partner in the Offering on or before the date 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 Units in the Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering, 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 received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees in an amount equal to 2% of the total purchase price of all Units sold in the Offering (the “Underwriting Fees”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees with respect to Units, 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 Underwriting 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 registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.____________” pending receipt and acceptance by the General Partner of subscriptions for 120,000 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 1,000,000 10,000 Units have been received and accepted in the Offering) in the form of a check made payable to “SQN ASSET INCOME FUND VAIF IV, L.P.” to: SQN Investment AdvisorsCapital Management, LLC 100 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, Xxxxx 000 Newington26th Floor New York, New Hampshire 03801 NY 10038 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent to the General Partner at the foregoing address no later than noon of the next day after receipt from the Selling Agent’s customer by any member or associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s receipt thereof, to Signature Bank __________ (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 1,200 Units are received and accepted by the General Partner in the Offering on or before the date 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 1,200 Units in the Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 10,000 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering, 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 received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees in an amount equal to 23% of the total purchase price of all Units sold in the Offering (the “Underwriting Fees”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees with respect to Units, 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 Underwriting 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 23% of the gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold by the Selling Agent or its registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. The Selling Agent 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, the Selling Agent’s your firm of an investor’s a subscriber'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 investor subscriber and countersigned by a supervisory representative of the Selling Agent’s your firm, together with the related subscription payment (in the form of a wire (wire instructions provided upon request) or check made payable to “Signature Bank, as "ICON Income Fund Eight Escrow Agent for SQN Asset Investment Fund V, L.P.” Account" pending receipt and acceptance by the General Partner of subscriptions for 120,000 50,000 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 “SQN ASSET INCOME FUND V, L.P.” "ICON Income Fund Eight Subscription Account") to: SQN Investment AdvisorsICON Securities Corp. 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, LLC 100 Xxxxxxxxx Xxxxx, Xxxxx 000 Newington, New Hampshire 03801 Xxx Xxxx 00000 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent your firm to the General Partner us at the foregoing address no later than noon of the next business day after receipt from the Selling Agent’s your customer by any member of, or associate of the Selling Agent person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Selling Agent’s 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 '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 the Selling Agent’s 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 be subject to for acceptance or rejection by it by the end of the next business day on which it is receivedday. Each such subscription payment received by the Partnership us and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s our receipt thereof, to Signature The Bank of New York (NJ), 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (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) 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. The Partnership undertakes to promptly We will return directly to the Selling Agent for return to you any of its 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 the Partnership’s our receipt of samesame for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor 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 investor person for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 12,000 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 date 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)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 expensesdeduction, and the Offering offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 12,000 Units in (excluding the Offering, 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’s limited partnership agreement (the “Partnership Agreement”) Agreement has been amended to admit as Limited Partners investors subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 37,500 Units must be sold in the Offering before such resident’s 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 investors’ subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription paymentpayment to the subscribers entitled to interest earned on his subscription. The date upon on which such admission of Limited Partners shall occur is hereinafter called the “"Initial Closing Date.” " Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,0003,750,000) of the maximum offering Maximum Offering have been received in received, the Offering, 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 received in the Offeringreceived, all remaining subscriptions then being held in escrow will be released from escrow upon the next closing date Closing Date and the applicable investors will be 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 investors 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 closing dates Closings subsequent to the Initial Closing Date will occur as frequently as daily weekly but not less frequently than once twice each month following the Initial Closing Date and promptly following the end of the Offering Period. The Partnership, by its acceptance of the Units or earlier termination of the Offering. In connection with the Offeringthis Agreement, the Partnership will agrees to pay the Selling Agent underwriting fees in you an amount equal to 28.0% of the total purchase price of all Units sold in through your efforts, except for the Offering following types of Unit sales to officers, employees and securities representatives of the General Partner, its Affiliates and each Selling Dealer (the “Underwriting Fees”); provided, that the Company shall not pay "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 Selling Agent any Underwriting Fees 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 to Units, if any, sold of subscriptions submitted by investors who were admitted to the General Partner or its affiliatesPartnership on such Closing Date. The Selling Agent mayIn 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 its sole discretion, waive all or any portion an amount not exceeding the lesser of (a) 1/2 of 1% of the Underwriting Fees otherwise applicable to proceeds received from Gross Offering Proceeds or (b) the sale of Units attributable to funds submitted to escrow prior to the Initial Closing Date; and the maximum 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 permitted to be paid to under the Selling Agent 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 connection with the Offering, including Underwriting Fees, shall not exceed 2% respect of the gross offering proceeds from sale of Units. Underwriting Fees with respect to Units actually sold subscriptions (or portions thereof) which have been rejected by the Selling Agent General Partner, or its registered representatives with respect to all in the event the Minimum Offering for 12,000 Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partnersis not successfully completed.

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.” pending receipt and acceptance by the General Partner of subscriptions for 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 “SQN ASSET INCOME FUND V, L.P.” to: SQN Investment Advisors, LLC 100 Xxxxxxxxx XxxxxXxxx Xxxxxx, Xxxxx 000 Newington00xx Floor New York, New Hampshire 03801 NY 10005 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent to the General Partner at the foregoing address no later than noon of the next day after receipt from the Selling Agent’s customer by any member or associate of the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s receipt thereof, to Signature Bank (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 Units are received and accepted by the General Partner in the Offering on or before the date 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 Units in the Offering, the General Partner will notify the Escrow Agent that Schedule A to the Partnership’s limited partnership agreement (the “Partnership Agreement”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received in the Offering, 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 received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees in an amount equal to 2% of the total purchase price of all Units sold in the Offering (the “Underwriting Fees”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees with respect to Units, 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 Underwriting 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 registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. 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, the Selling Agent’s 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 Appendix C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of 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 “Signature Bank, as Escrow Agent for SQN Asset Investment Fund V, L.P.[ ]” pending receipt and acceptance by the General Partner of subscriptions for 120,000 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 1,000,000 Units 2,500 Interests have been received and accepted in the Offering) in the form of a check made payable to “SQN ASSET INCOME FUND V, Alternative Investment Fund III L.P.” to: SQN Investment AdvisorsCapital Management, LLC 100 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, Xxxxx 000 Newington36th Floor New York, New Hampshire 03801 York 10038 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent to the General Partner at the foregoing address no later than noon of the next day after receipt from the Selling Agent’s customer by any member of, or associate of associated with, the Selling Agent of such payment, unless such Subscription Agreement and payment are first forwarded to another of 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 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 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 business day on which it is received. Each such subscription payment received by the Partnership and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s receipt thereof, to Signature Bank [ ] (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 (as defined below) and will be a segregated subscription account of the Partnership thereafter. The Partnership undertakes to promptly return directly to the Selling Agent for return to any of 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 the Partnership’s receipt of same. Unless and until an event requiring a refund occurs, 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 investor for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 1,200 Units are received and accepted by the General Partner in the Offering on or before the date that this Agreement is terminated pursuant to Section 9 (excluding subscriptions, if any, 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 deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 1,200 Units in the 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”) has been amended to admit as Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 2,500 Units must be sold in the 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 Partnership the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,0002,500,000) of the maximum offering have been received in the Offering, subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $10,000,000 2,500,000 for the residents of all jurisdictions including Pennsylvania have been received in the Offering, all remaining subscriptions being held in escrow will be released from escrow upon the next closing date and the applicable investors will be admitted to the Partnership as Limited Partners (in the manner xxxxxx 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 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 closing dates subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees distribution expenses in an amount equal to 22.0% of the total purchase price of all Units sold in the Offering (the “Underwriting FeesDistribution Expenses”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees Distribution Expenses with respect to Units, if any, Units sold to the General Partner or its affiliates. The Selling Agent may, in its sole discretion, waive all or any portion of the Underwriting 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 FeesDistribution Expenses, shall not exceed 22.0% of the gross offering proceeds from sale of Units. Underwriting Fees Distribution Expenses with respect to Units actually sold by the Selling Agent or its registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.

Subscriptions for Units. The Selling Agent 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, the Selling Agent’s your firm of an investor’s a subscriber'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 investor subscriber and countersigned by a supervisory representative of the Selling Agent’s your firm, together with the related subscription payment (in the form of a wire (wire instructions provided upon request) or check made payable to “Signature Bank, as " ICON Income Fund Eight Escrow Agent for SQN Asset Investment Fund V, L.P.” Account" pending receipt and acceptance by the General Partner of subscriptions for 120,000 37,500 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 “SQN ASSET INCOME FUND V, L.P.” "ICON Income Fund Eight Subscription Account") to: SQN Investment AdvisorsICON Capital Corp. 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, LLC 100 Xxxxxxxxx Xxxxx, Xxxxx 000 Newington, New Hampshire 03801 Xxx Xxxx 00000 Each Subscription Agreement and related subscription payment shall be forwarded by the Selling Agent your firm to the General Partner us at the foregoing address no later than noon of the next business day after receipt from the Selling Agent’s your customer by any member of, or associate of the Selling Agent person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Selling Agent’s 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 '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 the Selling Agent’s 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 next business day on which it is receivedday. Each such subscription payment received by the Partnership us and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by no later than noon the end of the second business day following the Selling Agent’s our receipt thereof, to Signature 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. The Partnership undertakes We undertake to promptly return directly to the Selling Agent you for return to any of its 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 the Partnership’s our receipt of same. Unless and until an event requiring a refund occurs, an investor 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 investor person for any reason whatsoever or no reason. Unless subscriptions for at least 120,000 12,000 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 date 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)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 expensesdeduction, and the Offering offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 120,000 12,000 Units in (excluding the Offering, 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’s limited partnership agreement (the “Partnership Agreement”) Agreement has been amended to admit as Limited Partners investors subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000,000 37,500 Units must be sold in the Offering before such resident’s 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 investors’ subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription paymentpayment to the subscribers entitled to interest earned on his subscription. The date upon 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 $10,000,0003,750,000) of the maximum offering Maximum Offering have been received in received, the Offering, 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 received in the Offeringreceived, all remaining subscriptions then being held in escrow will be released from escrow upon the next closing date Closing Date and the applicable investors will be 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 investors 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 closing dates Closings subsequent to the Initial Closing Date will occur as frequently as daily 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. In connection with the Offering, the Partnership will pay the Selling Agent underwriting fees in an amount equal to 2% of the total purchase price of all Units sold in the Offering (the “Underwriting Fees”); provided, that the Company shall not pay to the Selling Agent any Underwriting Fees with respect to Units, if any, sold to the General Partner or its affiliatesdaily. The Selling Agent mayPartnership, in by its sole discretionacceptance of this Agreement, waive all or any portion of agrees to pay you the Underwriting 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 registered representatives with respect to all Units sold by it will be due and payable to it within 30 days of each closing date on which purchasers of such Units are admitted as Limited Partners.following compensation: