ESCROW AGREEMENTEscrow Agreement • June 13th, 2012 • ICON Oil & Gas Fund • Crude petroleum & natural gas • New York
ICON OIL & GAS FUND-A 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 (ii
UP TO 16,000 INVESTOR GENERAL PARTNER INTERESTS and UP TO 4,000 LIMITED PARTNER INTERESTS of ICON OIL & GAS FUND (a program comprised of up to three Delaware limited partnerships) FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 13th, 2012 • ICON Oil & Gas Fund • Crude petroleum & natural gas • New York
ICON Oil & Gas Fund (the “Fund”) is a program comprised of up to three Delaware limited partnerships (ICON Oil & Gas Fund-A L.P. (“Partnership A”), ICON Oil & Gas Fund-B L.P. (“Partnership B”) and ICON Oil & Gas Fund-C L.P. (“Partnership C”)) that are offering, in the aggregate, (i) up to 16,000 investor general partner interests and (ii) up to 4,000 limited partner interests (collectively, the “Interests”). The Interests and the terms upon which they are offered are more fully described in the prospectus for each partnership (for each partnership, the applicable “Prospectus”), in each case, as supplemented or amended at the time the related registration statement or post-effective amendment to the registration statement (the “Registration Statement”), as applicable, becomes effective, which Prospectus is dated as of the date on which the Securities and Exchange Commission (“SEC”) declared the Registration Statement for the related Partnership Offering (as defined below) to be effectiv
a program comprised of up to three Delaware limited partnerships) FORM OF SELLING DEALER AGREEMENTSelling Dealer Agreement • June 13th, 2012 • ICON Oil & Gas Fund • Crude petroleum & natural gas • New York
ICON Oil & Gas Fund (the “Fund”) is a program comprised of up to three Delaware limited partnerships (ICON Oil & Gas Fund-A L.P. (“Partnership A”), ICON Oil & Gas Fund-B L.P. (“Partnership B”) and ICON Oil & Gas Fund-C L.P. (“Partnership C”)) that are offering, in the aggregate, (i) up to 16,000 investor general partner interests and (ii) up to 4,000 limited partner interests (collectively, the “Interests”) at a public offering price of $10,000.00 per Interest (subject in certain circumstances to discounts based upon the volume of Interests purchased and other exceptions) (for each, a “Partnership Offering” and, collectively, the “Offering”). The Interests and the terms upon which they are offered are more fully described in the prospectus for each partnership, in each case, as supplemented or amended at the time the related registration statement or post-effective amendment to the registration statement, as applicable, becomes effective (for each partnership, the applicable “Prospectu
