Common use of Subscriptions for Shares Clause in Contracts

Subscriptions for Shares. You shall (a) find Eligible Investors for the Shares, (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 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 “JPMorgan Chase Bank as Escrow Agent for ICON Leasing Fund Twelve, LLC” pending receipt and acceptance by the Manager of subscriptions for 1,200 shares 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 Shares have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Leasing Fund Twelve, LLC” to: ICON Capital Corp. 100 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Manager at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or 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 Manager 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 Manager will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to JPMorgan Chase Bank (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Company thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Manager, their Subscription Agreements together with the related, uncashed subscription 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 subscription payments from escrow. The Manager has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Shares are received and accepted by the Manager in the Primary Offering on or before the Termination Date, the Company 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 Shares in the Primary Offering the Manager will notify the Escrow Agent that Schedule A to the Company’s limited liability company agreement (the “LLC Agreement”) has been amended to admit as Members investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 20,000 Shares 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 Company the amount of all such investors’ subscription payments then on deposit and interest earned on each subscription payment. The date upon which such admission of Members 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, 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 Company as Members (in the manner described in the preceding sentence). Following the Initial Closing Date, the Manager will continue to accept subscriptions for additional Shares during the remainder of the Offering Period and to admit to the Company as Members investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Manager, 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 Company will pay:

Subscriptions for Shares. You shall (a) find Eligible Investors for the Shares, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s '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 “JPMorgan "The Chase Manhattan Bank as ICON Income Fund Ten, LLC Escrow Agent for ICON Leasing Fund Twelve, LLC” pending receipt and acceptance by the Manager of subscriptions for 1,200 shares 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 Shares have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Leasing Fund Twelve, LLC” Account" to: ICON Capital Securities Corp. 100 Xxxxx XxxxxxFifth Avenue, 0xx Xxxxx 10th Floor Xxx Xxxx, XX Xxx Xxxx 00000 Each Subscription Agreement Xxxx Xxxxxxxxxxxx Xxxxxxxxt and related subscription payment shall be forwarded by your firm to the Manager 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 '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 Manager will be subject to acceptance or rejection by it by the end of the next business day on which it is receivedday. Each such subscription payment received by us and accepted by the Manager will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to JPMorgan The Chase Manhattan Bank (the “"Escrow Agent”") for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Company thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Manager, their Subscription Agreements together with the related, uncashed subscription 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 subscription payments from escrow. The Manager has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 5,000 Shares are received and accepted by the Manager in the Primary Offering on or before the Termination Date, the Company 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 5,000 Shares in the Primary Offering the Manager will notify the Escrow Agent that Schedule A to the Company’s limited liability company 's operating agreement (the “LLC "Operating Agreement”") has been amended to admit as Members investors (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 20,000 7,500 Shares must be sold in the Primary Offering before such resident’s residents' subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Company the amount of all of such investors’ ' subscription payments then on deposit and shall distribute interest earned on each subscription paymentpayment to the investors entitled to interest named on his subscription. The date upon on which such admission of Members shall occur is hereinafter called the “"Initial Closing Date.” " Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $20,000,0007,500,000) of the maximum offering have been received in received, the Primary Offering, 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 Offeringreceived, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be admitted to the Company as Members (in the manner described in the preceding sentence). Following the Initial Closing Date, the Manager will continue to accept subscriptions for additional Shares during the remainder of the Offering Period and to admit to the Company as Members investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Manager, 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 Offeringdaily. In connection with the Offering, the Company will pay:

Subscriptions for Shares. You shall (a) find Eligible Investors for the Shares, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s a subscriber's suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor subscriber and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “JPMorgan "The Chase Manhattan Bank as Escrow Agent for ICON Leasing Income Fund TwelveNine, LLC” pending receipt and acceptance by the Manager of subscriptions for 1,200 shares and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow LLC Escrow" Account until subscriptions for 20,000 Shares have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Leasing Fund Twelve, LLC” to: ICON Capital Securities Corp. 100 Xxxxx XxxxxxFifth Avenue, 0xx Xxxxx Tenth Floor Xxx Xxxx, XX Xxx Xxxx 00000 Each Subscription Agreement Xxxx Xxxxxxxxxxxx Xxxxxxxxt and related subscription payment shall be forwarded by your firm to the Manager 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 '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 Manager will be subject to acceptance or rejection by it by the end of the next business day on which it is receivedday. Each such subscription payment received by us and accepted by the Manager will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to JPMorgan The Chase Manhattan Bank (the “"Escrow Agent”") for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Company thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Manager, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor a subscriber will have no right to withdraw his subscription payments from escrow. The Manager has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Shares are received and accepted by the Manager in the Primary Offering on or before the Termination Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the Offering offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Shares in the Primary Offering the Manager will notify the Escrow Agent that Schedule A to the Company’s limited liability company agreement (the “LLC Agreement”) Operating Agreement has been amended to admit as Members investors subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 20,000 5,000 Shares must be sold in the Primary Offering before such resident’s residents' subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Company the amount of all of such investors’ subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription paymentpayment to the subscribers entitled to interest named on his subscription. The date upon on which such admission of Members shall occur is hereinafter called the “"Initial Closing Date.” " Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $20,000,0005,000,000) of the maximum offering Maximum Offering have been received in received, the Primary Offering, 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 Offeringreceived, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be subscribers admitted to the Company as Members (in the manner described in the preceding sentence). Following the Initial Closing Date, the Manager will continue to accept subscriptions for additional Shares during the remainder of the Offering Period and to admit to the Company as Members investors subscribers whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Manager, with the anticipation that Closing Dates Closings 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 Company will pay:daily.

Subscriptions for Shares. You shall (a) find Eligible Investors for the Shares, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s a subscriber's suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor subscriber and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “JPMorgan "JP Morgan Chase Bank as Escrow Agent for ICON Leasing Fund TwelveIncome Funx Xxxx, LLC” pending receipt and acceptance by the Manager of subscriptions for 1,200 shares and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow LXX Xxcrow Account until subscriptions for 20,000 Shares have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Leasing Fund Twelve, LLC” to: ICON Capital Securities Corp. 100 111 Church Street Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX Xxxx 00000 Each Subscription Agreement Xxxx Xxxxxxxxxxxx Xxxxxxxxt and related subscription payment shall be forwarded by your firm to the Manager 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 '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 Manager will be subject to acceptance or rejection by it by the end of the next business day on which it is receivedday. Each such subscription payment received by us and accepted by the Manager will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to JPMorgan Chase The Bank of New York (NJ), White Plains, New York (the “"Escrow Agent”") for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, Corporation which shall be an escrow account in the name of Escrow Agent pending the Initial Closing Date (as defined below) and will be a segregated subscription account of the Company thereafter. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Manager, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor a subscriber will have no right to withdraw his subscription payments from escrow. The Manager has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor person for any reason whatsoever or no reason. Unless subscriptions for at least 1,200 Shares are received and accepted by the Manager in the Primary Offering on or before the Termination Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expensesdeduction, and the Offering offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Shares in the Primary Offering the Manager will notify the Escrow Agent that Schedule A to the Company’s limited liability company agreement (the “LLC Agreement”) Operating Agreement has been amended to admit as Members investors subscribers (other than those who are residents of the Commonwealth of Pennsylvania, which requires that a minimum of 20,000 5,000 Shares must be sold in the Primary Offering before such resident’s residents' subscription payment may be released from escrow) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Company the amount of all of such investors’ subscribers' subscription payments then on deposit and shall distribute interest earned on each subscription paymentpayment to the subscribers entitled to interest named on his subscription. The date upon on which such admission of Members shall occur is hereinafter called the “"Initial Closing Date.” " Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $20,000,0005,000,000) of the maximum offering Maximum Offering have been received in received, the Primary Offering, 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 Offeringreceived, all remaining subscriptions then being held in escrow will be released from escrow upon the next Closing Date and the applicable investors will be subscribers admitted to the Company as Members (in the manner described in the preceding sentence). Following the Initial Closing Date, the Manager will continue to accept subscriptions for additional Shares during the remainder of the Offering Period and to admit to the Company as Members investors subscribers whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Manager, with the anticipation that Closing Dates Closings 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 Company will pay:daily.