UP TO 420,000 LIMITED PARTNERSHIP INTERESTS of ICON ECI FUND FIFTEEN, L.P. (a Delaware limited partnership) DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 3rd, 2011 • Icon Eci Fund Fifteen, L.P. • Services-equipment rental & leasing, nec • New York
We are entering into this Agreement with you, effective as of the date hereof, as exclusive managing sales agent (the “Dealer-Manager”), pursuant to which you are authorized to select and provide sales support to a group of broker-dealers (the “Selling Dealers”), which are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”), that, together with you, will offer directly to the general public, on a “best efforts” basis, a total maximum offering of (i) up to 400,000 Interests at a public offering price of $1,000.00 per Interest (the “Primary Offering”) and (ii) up to 20,000 Interests at a public offering price of $900.00 per Interest issued pursuant to the Partnership’s distribution reinvestment plan (the “DRIP Offering,” together with the Primary Offering, the “Offering”). We may, at any time prior to the two-year anniversary of the date the Offering commences, increase the Primary Offering to a maximum of up to 600,000 Interests; provided, however, that the Offering P
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 3rd, 2011 • Icon Eci Fund Fifteen, L.P. • Services-equipment rental & leasing, nec • New York
THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of the 3rd day of June, 2011 (this “Agreement”) by and between ICON ECI FUND FIFTEEN, L.P., a Delaware limited partnership (“Fund Fifteen”) and ICON CAPITAL CORP., a Delaware corporation (the “Investment Manager”). All capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Limited Partnership Agreement of Fund Fifteen dated as of June 3, 2011, as amended from time to time (the “Partnership Agreement”).
