Form Of Selling Dealer Agreement Sample Contracts

ICON Oil & Gas Fund-B L.P. – (A Program Comprised of Up to Three Delaware Limited Partnerships) FORM OF SELLING DEALER AGREEMENT (June 13th, 2012)

ICON Oil & Gas Fund (the "Fund") is a program comprised of up to three Delaware limited partnerships (ICON Oil & Gas Fund-A L.P. ("Partnership A"), ICON Oil & Gas Fund-B L.P. ("Partnership B") and ICON Oil & Gas Fund-C L.P. ("Partnership C")) that are offering, in the aggregate, (i) up to 16,000 investor general partner interests and (ii) up to 4,000 limited partner interests (collectively, the "Interests") at a public offering price of $10,000.00 per Interest (subject in certain circumstances to discounts based upon the volume of Interests purchased and other exceptions) (for each, a "Partnership Offering" and, collectively, the "Offering"). The Interests and the terms upon which they are offered are more fully described in the prospectus for each partnership, in each case, as supplemented or amended at the time the related registration statement or post-effective amendment to the registration statement, as applicable, becomes effective (for each partnership, the applicable "Prospectu

ICON Oil & Gas Fund-B L.P. – (A Delaware Limited Partnership) FORM OF SELLING DEALER AGREEMENT (September 28th, 2011)

Reference is made to the enclosed prospectus, as supplemented or amended at the time the related registration statement becomes effective (the "Prospectus"), relating to the offering by ICON Oil & Gas Fund-[_] L.P., a Delaware limited partnership (the "Partnership"), of (i) up to 16,000 investor general partner interests and (ii) up to 4,000 limited partner interests (collectively, the "Interests") at a public offering price of $1,000.00 per Interest (the "Offering"). The Interests and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission ("SEC") declared the registration statement (the "Registration Statement") for the Offering to be effective (the "Effective Date"). The Partnership may, at any time prior to the two-year anniversary of the date the Offering commences, increase the Offering to a maximum of up to 30,000 Interests; provided, however, that the Offering Period (as defi

Icon Eci Fund Fifteen, L.P. – (A Delaware Limited Partnership) FORM OF SELLING DEALER AGREEMENT (October 6th, 2010)

Reference is made to the enclosed prospectus, as supplemented or amended at the time the related registration statement becomes effective (the "Prospectus"), relating to the offering by ICON ECI Fund Fifteen, L.P., a Delaware limited partnership (the "Partnership"), of (i) up to 400,000 limited partnership interests (the "Interests") at a public offering price of $1,000.00 per Interest (the "Primary Offering") and (ii) up to 20,000 Interests at a public offering price of $900.00 per Interest issued pursuant to the Partnership's distribution reinvestment plan (the "DRIP Offering," together with the Primary Offering, the "Offering"). The Interests and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission ("SEC") declared the registration statement (the "Registration Statement") for the Offering to be effective (the "Effective Date"). The Partnership may, at any time prior to the two-

ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P. – Form of Selling Dealer Agreement (April 30th, 2009)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the "Prospectus") relating to the offering by ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., a Delaware limited partnership (the "Partnership"), of (i) up to 400,000 limited partnership interests (the "Interests") at a public offering price of $1,000.00 per Interest (the "Primary Offering") and (ii) up to 20,000 Interests at a public offering price of $900.00 per Interest issued pursuant to the Partnership's distribution reinvestment plan (the "DRIP Offering," together with the Primary Offering, the "Offering"). The Interests and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission ("SEC") declared the registration statement (the "Registration Statement") for the Offering to be effective (the "Effective Date"). The Partnership may, at any tim

ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P. – Form of Selling Dealer Agreement (October 3rd, 2008)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the "Prospectus") relating to the offering by ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., a Delaware limited partnership (the "Partnership"), of (i) up to 400,000 limited partnership interests (the "Interests") at a public offering price of $1,000.00 per Interest (the "Primary Offering") and (ii) up to 12,000 Interests at a public offering price of $900.00 per Interest issued pursuant to the Partnership's distribution reinvestment plan (the "DRIP Offering," together with the Primary Offering, the "Offering"). The Interests and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission ("SEC") declared the registration statement (the "Registration Statement") for

Icon Leasing Fund Twelve, Llc – UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (April 13th, 2007)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), of (i) up to 400,000 shares of limited liability company interests (the Shares) at a public offering price of $1,000.00 per Share (the Primary Offering) and (ii) up to 12,000 Shares at a public offering price of $900.00 per Share issued pursuant to the Companys distribution reinvestment plan (the DRIP Offering, together with the Primary Offering, the Offering). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Twelve, Llc – UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (March 12th, 2007)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), of (i) up to 400,000 shares of limited liability company interests (the Shares) at a public offering price of $1,000.00 per Share (the Primary Offering) and (ii) up to 12,000 Shares at a public offering price of $900.00 per Share issued pursuant to the Companys distribution reinvestment plan (the DRIP Offering, together with the Primary Offering, the Offering). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Twelve, Llc – UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (February 2nd, 2007)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), of (i) up to 400,000 shares of limited liability company interests (the Shares) at a public offering price of $1,000.00 per Share (the Primary Offering) and (ii) up to 12,000 Shares at a public offering price of $900.00 per Share issued pursuant to the Companys distribution reinvestment plan (the DRIP Offering, together with the Primary Offering, the Offering). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Twelve, Llc – UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (January 9th, 2007)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), of (i) up to 400,000 shares of limited liability company interests (the Shares) at a public offering price of $1,000.00 per Share (the Primary Offering) and (ii) up to 12,000 Shares at a public offering price of $900.00 per Share issued pursuant to the Companys distribution reinvestment plan (the DRIP Offering, together with the Primary Offering, the Offering). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Twelve, Llc – 400,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (November 13th, 2006)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), of (i) up to 400,000 shares of limited liability company interests (the Shares) at a public offering price of $1,000.00 per Share (the Offering). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Eleven, Llc – 175,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND ELEVEN, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (June 29th, 2006)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering (the Offering) by ICON Leasing Fund Eleven, LLC, a Delaware limited liability company (the Company), of limited liability company interests of $1,000 each (the Shares). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Eleven, Llc – 200,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND ELEVEN, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (March 31st, 2005)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering (the Offering) by ICON Leasing Fund Eleven, LLC, a Delaware limited liability company (the Company), of limited liability company interests of $1,000 each (the Shares). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).

Icon Leasing Fund Eleven, Llc – 200,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND ELEVEN, LLC (A Delaware Limited Liability Company) FORM OF SELLING DEALER AGREEMENT (December 30th, 2004)

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the Prospectus) relating to the offering (the Offering) by ICON Leasing Fund Eleven, LLC, a Delaware limited liability company (the Company), of limited liability company interests of $1,000 each (the Shares). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (SEC) declared the registration statement (the Registration Statement) for the Offering to be effective (the Effective Date).