0000947986-11-000059 Sample Contracts

LIQUIDATING TRUST AGREEMENT Dated as of May 9, 2011 by and between ICON INCOME FUND EIGHT B L.P. individually as Grantor and ICON CAPITAL CORP. as Managing Trustee and NRAI SERVICES, LLC as Resident Trustee
Liquidating Trust Agreement • May 9th, 2011 • Icon Income Fund Eight B Lp • Services-equipment rental & leasing, nec • Delaware

This LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of May 9, 2011 (the “Effective Date”), by and between ICON Income Fund Eight B L.P., a Delaware limited partnership, as Grantor (the “Partnership”), ICON Capital Corp., a Delaware corporation, as Managing Trustee (the “Managing Trustee”), and NRAI Services, LLC, a Delaware limited liability company, as Resident Trustee (the “Resident Trustee” and, with the Managing Trustee, the “Trustees”).

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PLAN OF LIQUIDATION AND DISSOLUTION
Plan of Liquidation and Dissolution • May 9th, 2011 • Icon Income Fund Eight B Lp • Services-equipment rental & leasing, nec

This Plan of Liquidation and Dissolution (the “Plan”), dated as of May 9, 2011, is entered into by and among ICON Income Fund Eight B L.P., a Delaware limited partnership (the “Partnership”), and ICON Capital Corp., a Delaware corporation (the “General Partner”), and is intended to accomplish the complete liquidation and dissolution of the Partnership in accordance with Section 17-804 and other applicable provisions of the Delaware Revised Uniform Limited Partnership Act.

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