Common use of Subscriptions for Interests Clause in Contracts

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] as Escrow Agent for ICON Fund 15” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 15” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 “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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Partnership. 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 subscription payment within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription 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 an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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) 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’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned thereon. 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 $20,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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 twice each month, following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay you: (a) sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (i) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (ii) investors by registered investment advisers who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (iii) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, shall be limited to a maximum of 10% of the total Interests sold in the Offering. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by you, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Rules. 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. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the General Partner, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] UMB Bank, N.A. as Escrow Agent for ICON Fund 15” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 15” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 [_____] UMB Bank, N.A. (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Partnership. 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 subscription payment within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription 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 an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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) 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’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned thereon. 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 $20,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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 twice each month, following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay you: (a) sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (i) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (ii) investors by registered investment advisers who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (iii) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, shall be limited to a maximum of 10% of the total Interests sold in the Offering. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by you, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Rules. 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. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the General Partner, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] as UMB Bank, N.A., Escrow Agent for ICON Fund 15O&G Fund-A,” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 1,200 200 Interests in the Primary applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 1,000 Interests have been received and accepted in the Primary applicable Partnership Offering) in the form of a check made payable to “ICON Fund 15O&G Fund-A.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 us and accepted by the Managing 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 [_____] UMB Bank, N.A. (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 receipt of subscriptions for an aggregate of 1,200 200 Interests in the Primary applicable Partnership Offering (excluding those subscriptions received from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, for which an escrow account will be maintained until such time as subscriptions for 20,000 1,000 Interests have been received from investors in the Primary applicable Partnership Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Partnershipapplicable partnership. We undertake to promptly will return directly to you for return to any of your customers whose subscriptions are Subscription Agreement that is not accepted by the Managing General Partner, their Subscription Agreements Partner together with the related subscription 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, an investor will have no right to withdraw his or her subscription payment from escrow. The Managing 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 an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 200 Interests are received and accepted by the Managing General Partner in the Primary applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee) on or before the applicable Termination Date, the Partnership 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 applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 200 Interests in the Primary applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnershippartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Partnership applicable partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee), including interest earned thereon. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, until subscriptions for 5% (or $20,000,00010,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania and Tennessee residents must be held in escrowescrow for each Partnership Offering. After subscriptions equaling $20,000,000 10,000,000 for the residents of all jurisdictions jurisdictions, including Pennsylvania and Tennessee, have been received in the Primary each Partnership Offering, all remaining subscriptions being held in escrow for such Partnership Offering will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Partnership applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing DateDate for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period for such partnership and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing 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 twice each monthmonthly, following the Initial Closing Date and promptly following the end of the applicable Offering Period or earlier termination of the applicable Partnership Offering. In connection with Subject to the Offeringvolume discounts and other special circumstances described or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Partnership will each partnership, by its acceptance of this Agreement, agrees to pay you: (a) you sales commissions in an amount equal to 7.0% of the total purchase price of all Interests in such partnership sold through your efforts in the Primary applicable Partnership Offering (the “Sales Commissions”), except for sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 9,300.00 per Interest and as to which no Sales Commissions are payable, and (iib) investors by registered investment advisers affiliated with you who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 9,300.00 per Interest and as to which no Sales Commissions are payable, and (iii) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, shall be limited to a maximum of 10% of the total Interests sold in the Offering. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by you, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Rulesdistribution. All such compensation will be paid by the Partnership applicable partnership within 30 days after each applicable Closing Date in respect of subscriptions submitted by investors who were admitted to the Partnership such partnership on such Closing Date. No compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 1,200 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] DBTCA as Escrow Agent for ICON Fund 1514” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 1514” to: ICON Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 [_____] Deutsche Bank Trust Company Americas (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account as defined below) and will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the PartnershipPartnership 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 related, uncashed subscription payment payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment 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 an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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 20,000 Interests must be sold in the Primary 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 of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including and interest earned thereonon 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 $20,000,000) of the maximum offering have been received in the Primary Offering have been receivedOffering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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, daily but not less frequently than twice each month, month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay youpay: (a) sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering through your efforts (the “Sales Commissions”), except for Interest sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (iib) investors by registered investment advisers affiliated with a Selling Dealer who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (iiic) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Affiliated Members and RIA Members may purchase Interests for a net price of $930.00 per Interest. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, and shall be limited to a maximum of 10% of the total Interests sold in the Offeringsold. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by youyou in the Primary Offering, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Conduct Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, Fees shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) ), shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Conduct Rules. 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. No Notwithstanding the foregoing, no compensation will be paid with respect to subscriptions (or portions thereof) that which have been rejected by the General Partner, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for purchasers of such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] DBTCA as Escrow Agent for ICON Fund 1514” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Equipment and Corporate Infrastructure Fund 15Fourteen, L.P.” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 [_____] Deutsche Bank Trust Company Americas (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Partnership. 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 subscription 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, an investor will have no right to withdraw his or her subscription 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 an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expensesdeduction, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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) 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’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned thereon. 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 $20,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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 twice each month, month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the OfferingThe Partnership, the Partnership will by its acceptance of this Agreement, agrees to pay you: (a) sales commissions in you an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their its affiliates and each Selling Dealer (the “Affiliated Members”), (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (ii) investors by registered investment advisers who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 per Interest Share and as to which no Sales Commissions are payable, and (iiic) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, and shall be limited to a maximum of 10% of the total Interests sold in the Offering. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by you, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Rulessold. 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. No compensation will be paid with in respect to of subscriptions (or portions thereof) that which have been rejected by the General PartnerPartnership, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] DBTCA as Escrow Agent for ICON Fund 1514” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 1514” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 [_____] Deutsche Bank Trust Company Americas (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Partnership. 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 subscription 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, an investor will have no right to withdraw his or her subscription 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 an investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expensesdeduction, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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) 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’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned thereon. 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 $20,000,000) of the maximum in the Primary Offering have been received, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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 twice each month, month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the OfferingThe Partnership, the Partnership will by its acceptance of this Agreement, agrees to pay you: (a) sales commissions in you an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering (the “Sales Commissions”), except for sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their its affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (iib) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment in Interests (the “RIA Members”), investment) who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (iiic) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, and shall be limited to a maximum of 10% of the total Interests sold in the Offering. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by you, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Rulessold. 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. No compensation will be paid with in respect to of subscriptions (or portions thereof) that which have been rejected by the General PartnerPartnership, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for such Interests are admitted as Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the applicable Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] UMB Bank, N.A., as Escrow Agent for ICON Fund 15O&G Fund-A,” “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-B” or “UMB Bank, N.A., as Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 1,200 200 Interests in the Primary applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 1,000 Interests have been received and accepted in the Primary applicable Partnership Offering) in the form of a check made payable to “ICON Fund 15O&G Fund-A,” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. x/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 000 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Xxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner 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 Managing 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 us and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our the applicable partnership’s receipt thereof, to [_____] UMB Bank, N.A. (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering each Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account as defined below) and will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the Partnershipapplicable partnership thereafter. We undertake The applicable partnership undertakes to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our the applicable partnership’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing 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 an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 200 Interests are received and accepted by the Managing General Partner in the Primary applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee) on or before the applicable Termination Date, the Partnership 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 applicable Partnership Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 200 Interests in the Primary applicable Partnership Offering (excluding subscriptions for Interests from residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee), the Managing General Partner will notify the Escrow Agent that Schedule A to the Partnershippartnership’s limited partnership agreement (in each case, the applicable “Partnership Agreement”) has been amended to admit as Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, which require that a minimum of 1,000 Interests must be sold in the applicable Partnership Offering 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 applicable partnership the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including and interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” for such partnership. Under regulations of the Commonwealth of PennsylvaniaPennsylvania and the State of Tennessee, until subscriptions for 5% (or $20,000,00010,000,000) of the maximum offering have been received in the Primary Offering have been receivedapplicable Partnership Offering, the subscription payments of Pennsylvania and Tennessee residents must be held in escrowescrow for each Partnership Offering. After subscriptions equaling $20,000,000 10,000,000 for the residents of all jurisdictions jurisdictions, including Pennsylvania and Tennessee, have been received in the Primary applicable Partnership 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 applicable partnership as Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing DateDate for each partnership, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the applicable Offering Period and to admit to the Partnership applicable partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date for a partnership will occur as frequently as daily, daily but not less frequently than twice each month, monthly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the applicable Partnership Offering. In connection with the each Partnership Offering, the Partnership applicable partnership will pay youpay: (a) subject to volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the applicable Prospectus, sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold in the applicable Partnership Offering through your efforts in the Primary Offering (the “Sales Commissions”), except for Interest sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (iib) investors by registered investment advisers affiliated with a Selling Dealer who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who as to which no Sales Commissions are payable. Affiliated Members and RIA Members may purchase Interests for a net price of $930.00 9,300.00 per Interest and as to which no Sales Commissions are payable, and (iii) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestmentInterest. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, shall be limited to a maximum of 10% of the total Interests sold in the Offeringdistribution. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 300.00 for every Interest actually sold by youyou in the applicable Partnership Offering, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Conduct Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary applicable Partnership Offering, including Sales Commissions and Underwriting Fees, Fees shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) ), shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Conduct Rules. All such compensation will be paid by the Partnership each partnership within 30 days after each Closing Date in respect of subscriptions submitted by investors who were admitted to the Partnership applicable partnership on such Closing Date. No Notwithstanding the foregoing, no compensation will be paid with respect to subscriptions (or portions thereof) that have been rejected by the Managing General Partner, or in the event the minimum offering for 1,200 200 Interests for the applicable partnership is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for purchasers of such Interests are admitted as Investor General Partners and/or Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] UMB Bank, N.A., as Escrow Agent for ICON Fund 15O&G Fund-[_]” pending receipt and acceptance by the Managing General Partner of subscriptions for 1,200 200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 1,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 15O&G Fund-[_]” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Managing General Partner 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 Managing 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 us and accepted by the Managing 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 [_____] UMB Bank, N.A. (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account as defined below) and will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the PartnershipPartnership thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Managing General Partner, their Subscription Agreements together with the related related, uncashed subscription payment payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment payments from escrow. The Managing 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 an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 200 Interests are received and accepted by the Managing General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), the Managing 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 Investor General Partners and/or Limited Partners investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 1,000 Interests 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 of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including and interest earned thereonon each subscription payment. The date upon which such admission of Investor General Partners and/or Limited Partners shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $20,000,00010,000,000) of the maximum offering have been received in the Primary Offering have been receivedOffering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 10,000,000 for the residents of all jurisdictions jurisdictions, including Pennsylvania Pennsylvania, have been received in the Primary 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 Investor General Partners and/or Limited Partners (in the manner described in the preceding sentence). Following the Initial Closing Date, the Managing General Partner will continue to accept subscriptions for additional Interests during the remainder of the Offering Period and to admit to the Partnership as Investor General Partners and/or Limited Partners investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Managing General Partner, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as daily, bi-weekly but not less frequently than twice each month, monthly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay youpay: (a) sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold in the Offering through your efforts in the Primary Offering (the “Sales Commissions”), except for Interest sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the Managing General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (iib) investors by registered investment advisers affiliated with a Selling Dealer who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who as to which no Sales Commissions are payable. Affiliated Members and RIA Members may purchase Interests for a net price of $930.00 9,300.00 per Interest and as to which no Sales Commissions are payable, and (iii) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestmentInterest. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, shall be limited to a maximum of 10% of the total Interests sold in the Offeringdistribution. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 300.00 for every Interest actually sold by youyou in the Offering, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Conduct Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, Fees shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) ), shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Conduct Rules. 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. No Notwithstanding the foregoing, no compensation will be paid with respect to subscriptions (or portions thereof) that which have been rejected by the Managing General Partner, or in the event the minimum offering for 1,200 200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for purchasers of such Interests are admitted as Investor General Partners and/or Limited Partners.

Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] DBTCA as Escrow Agent for ICON Fund 1514” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Equipment and Corporate Infrastructure Fund 15Fourteen, L.P.” to: ICON Capital Corp. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner 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 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 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 [_____] Deutsche Bank Trust Company Americas (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 receipt of subscriptions for an aggregate of 1,200 Interests in the Primary Offering Initial Closing Date (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account as defined below) and will be maintained until such time as subscriptions for 20,000 Interests have been received from investors in the Primary Offering in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by of the PartnershipPartnership 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 related, uncashed subscription payment payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment 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 an a purchaser any investor any person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Interests are received and accepted by the General Partner in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania) 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 for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Interests in the Primary Offering (excluding subscriptions for Interests from residents of the Commonwealth of Pennsylvania), 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 20,000 Interests must be sold in the Primary 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 of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including and interest earned thereonon 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 $20,000,000) of the maximum offering have been received in the Primary Offering have been receivedOffering, the subscription payments of Pennsylvania residents must be held in escrow. After subscriptions equaling $20,000,000 for the residents of all jurisdictions including Pennsylvania have been received in the Primary 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 Interests 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, daily but not less frequently than twice each month, month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. In connection with the Offering, the Partnership will pay youpay: (a) sales commissions in an amount equal to 7.0% of the total purchase price of all Interests sold through your efforts in the Primary Offering through your efforts (the “Sales Commissions”), except for Interest sales of Interests to (ia) officers, employees and securities representatives of the Dealer-Manager, the General Partner, their affiliates and each Selling Dealer (the “Affiliated Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, (iib) investors by registered investment advisers affiliated with a Selling Dealer who do not charge a commission in connection with an investment in Interests (the “RIA Members”), who may purchase Interests for a net price of $930.00 per Interest and as to which no Sales Commissions are payable, and (iiic) participants in the distribution reinvestment plan for Interests sold through reinvestment of those investors’ distributions, pursuant to the DRIP Offering, in which case no Sales Commissions will be paid by the Partnership on such Interests sold through reinvestment. Affiliated Members and RIA Members may purchase Interests for a net price of $930.00 per Interest. Purchases of Interests by Affiliated Members and RIA Members shall be for their own accounts, for investment purposes only and not with a view toward resale or other distribution and, with respect to Affiliated Members, and shall be limited to a maximum of 10% of the total Interests sold in the Offeringsold. (b) an underwriting fee (the “Underwriting Fee”) equal to $30.00 for every Interest actually sold by youyou in the Primary Offering, your registered representatives and registered representatives of all Selling Dealers in the Primary Offering for your services in supervising the sale of Interests, for costs and expenses incurred in connection with holding or attending bona fide training and education seminars and conferences in compliance with FINRA’s Conduct Rules and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses. The total compensation to be paid to you in connection with the Primary Offering, including Sales Commissions and Underwriting Fees, Fees shall not exceed 10.0% of the gross offering proceeds from the sale of Interests. Bona fide due diligence fees and expenses reimbursements (if any) ), shall be paid upon receipt of a detailed and itemized invoice in accordance with FINRA’s Conduct Rules. 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. No Notwithstanding the foregoing, no compensation will be paid with respect to subscriptions (or portions thereof) that which have been rejected by the General Partner, or in the event the minimum offering for 1,200 Interests is not successfully completed. Sales Commissions with respect to Interests actually sold by you or your registered representatives and Underwriting Fees with respect to all Interests sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which the investors for purchasers of such Interests are admitted as Limited Partners.