UP TO 16,000 INVESTOR GENERAL PARTNER INTERESTS and UP TO 4,000 LIMITED PARTNER INTERESTS of ICON OIL & GAS FUND-[_] L.P. (a Delaware limited partnership) FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • September 28th, 2011 • ICON Oil & Gas Fund • New York
Reference is made to the enclosed prospectus, which was included in the registration statement at the time it became effective and any and all amendments and supplements thereto (collectively, the “Prospectus”), relating to the offering by ICON Oil & Gas Fund-[_] L.P., a Delaware limited partnership, which is an oil and natural gas drilling partnership (the “Partnership”), of investor general partner interests and limited partner interests (collectively, the “Interests”). The Interests and the terms upon which they are offered are more fully described in the Prospectus.
FORM OF ESCROW AGREEMENTEscrow Agreement • September 28th, 2011 • ICON Oil & Gas Fund • New York
ICON OIL & GAS FUND-[_] L.P., a Delaware limited partnership (the “Company”), proposes to offer and sell up to 16,000 investor general partner interests and up to 4,000 limited partner interests (collectively, the “Interests”) in a public offering (the “Offering”) of Interests pursuant to a registration statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). ICON Securities Corp., a Delaware corporation (the “Dealer Manager”), will act as dealer manager for the offering of Interests. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”) will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of Interests in the Offering until such time as: (i) in the case of subscriptions received from non-affiliates of the Company, the Company has received subscriptions for 200 Interests (the “Minimum Offering”) and (
