0000950123-07-006841 Sample Contracts

UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (a Delaware limited liability company) DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • May 7th, 2007 • ICON Leasing Fund Twelve, LLC • Services-equipment rental & leasing, nec • New York

Reference is made to the enclosed prospectus, which was included in the registration statement at the time it became effective and any and all amendments and supplements thereto (collectively, the “Prospectus”), relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company which is an equipment leasing program (the “Company”), of limited liability company interests (the “Shares”). The Shares and the terms upon which they are offered are more fully described in the Prospectus.

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