Common use of Submission of Orders; Right to Reject Orders Clause in Contracts

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “▇▇▇▇▇ Fargo Bank as agent for Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than thirty (30) days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Business Development Corporation of America, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 in Shares or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “▇▇▇▇▇ Fargo Bank as agent for Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than thirty (30) days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments Payments for Shares shall be made payable to “Business Development Corporation of America., Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Business Development Corporation of America, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, 5,000 in Class A shares or IRAs, provided that each such contribution is made $500,000 in increments of $500Class I shares. With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the Offered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 2 3 and to fulfill the obligations pursuant to Rule 2810 2310 of the FINRA Rules of Conduct. (b) Until the minimum offering of $2,500,000 1,200,000 in Offered Shares has been sold, payments for Offered Shares shall be made by checks payable to “▇▇▇▇▇ Fargo Bank UMB Bank, N.A. as escrow agent for Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. ICON Fund 16.” If the minimum amount has not been obtained prior to the termination dateone year anniversary of the initial Effective Date (the “Termination Date”), UMB Bank, N.A. (the “Escrow Agent shallAgent”) will, promptly following the termination dateTermination Date, but in no event more than thirty (30) days after the termination dateTermination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at Promptly after receiving and accepting subscriptions for $1,200,000 in Offered Shares in the site at which Offering, the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to Company will notify the Escrow Agent by that shareholders will be admitted to the end Company and the Escrow Agent will pay over promptly to the Company the amount of the next business day following receipt all of the check and Subscription Agreementsuch investors’ subscription payments then on deposit, including interest earned thereon. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (The date upon which such admission of shareholders shall occur is hereinafter called the “Final Review Office”), Soliciting Dealer shall transmit Initial Closing Date.” Following the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been soldInitial Closing Date, subject to any continuing escrow obligations imposed by certain states States, if any, as described in the Prospectus, payments for Shares checks shall be made payable to “Business Development Corporation of AmericaICON Fund 16.” At such time, Soliciting ” (c) Selected Dealer shall promptly forward original checks together with an original Subscription Agreement, each fully completed and executed and initialed by the subscriber as provided for in copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital Corp. ICON Capital Corp. c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by Selected Dealer to Business Development Corporation of America, c/o DST Systems, Inc., ICON Capital Corp. at the address provided specified above no later than noon of the next business day after receipt from Selected Dealer’s customer by any member of, or person associated with, Selected Dealer of such payment, unless such Subscription Agreement and payment are first forwarded to another of Selected Dealer’s 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 Subscription Agreementaddress listed above 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 Selected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Prior to the Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in accordance with any event by the applicable Exchange Act Rules and Regulationsend of the second business day following receipt thereof, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or for deposit in an interest-bearing bank account insured by the Company Federal Deposit Insurance Corporation, which shall be an escrow account in accordance with the foregoing provisions name of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject Escrow Agent pending the receipt of subscriptions for an aggregate of $1,200,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to acceptance by and shall become effective upon confirmation Selected Dealer any Subscription Agreement that is not accepted by the Company or together with the related subscription payment within two business days of Dealer Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and until an event requiring a refund occurs, each of which reserve the an investor will have no right to reject withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any order in their sole discretion subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Orders not accompanied Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the required instrument of payment for Shares may be rejected. Issuance Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and delivery of a Share will be made only after a sale of a Share is deemed by promptly following the Company to be completed in accordance with Section 3(c) end of the Dealer Manager Agreement. If an order is rejected, cancelled Offering Period or rescinded for any reason, then Soliciting Dealer will return to earlier termination of the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure)Offering.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of 100 Shares $5,000 in Class A shares or $100,000 in Class I shares (except for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement purchases of Class I shares through fee-based programs or wrap accounts, or IRAs, provided that each such contribution is made in increments which are subject to a minimum purchase of $5005,000). With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the Offered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 2 3 and to fulfill the obligations pursuant to Rule 2810 2310 of the FINRA Rules of ConductConduct Rules. (b) Until the minimum offering of $2,500,000 1,200,000 in Offered Shares has been sold, payments for Offered Shares shall be made by checks payable to “▇▇▇▇▇ Fargo Bank UMB Bank, N.A. as escrow agent for Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. ICON Fund 16.” If the minimum amount has not been obtained prior to the termination dateone year anniversary of the initial Effective Date (the “Termination Date”), UMB Bank, N.A. (the “Escrow Agent shallAgent”) will, promptly following the termination dateTermination Date, but in no event more than thirty (30) days after the termination dateTermination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at Promptly after receiving and accepting subscriptions for $1,200,000 in Offered Shares in the site at which Offering, the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to Company will notify the Escrow Agent by that shareholders will be admitted to the end Company and the Escrow Agent will pay over promptly to the Company the amount of the next business day following receipt all of the check and Subscription Agreementsuch investors’ subscription payments then on deposit, including interest earned thereon. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (The date upon which such admission of shareholders shall occur is hereinafter called the “Final Review Office”), Soliciting Dealer shall transmit Initial Closing Date.” Following the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been soldInitial Closing Date, subject to any continuing escrow obligations imposed by certain states States, if any, as described in the Prospectus, payments for Shares checks shall be made payable to “Business Development Corporation of AmericaICON Fund 16.” At such time, Soliciting ” (c) Selected Dealer shall promptly forward original checks together with an original Subscription Agreement, each fully completed and executed and initialed by the subscriber as provided for in copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital, LLC ICON Capital, LLC c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by Selected Dealer to Business Development Corporation of AmericaICON Capital, c/o DST Systems, Inc., LLC at the address provided specified above no later than noon of the next business day after receipt from Selected Dealer’s customer by any member of, or person associated with, Selected Dealer of such payment, unless such Subscription Agreement and payment are first forwarded to another of Selected Dealer’s 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 Subscription Agreementaddress listed above 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 Selected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Prior to the Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in accordance with any event by the applicable Exchange Act Rules and Regulationsend of the second business day following receipt thereof, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or for deposit in an interest-bearing bank account insured by the Company Federal Deposit Insurance Corporation, which shall be an escrow account in accordance with the foregoing provisions name of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject Escrow Agent pending the receipt of subscriptions for an aggregate of $1,200,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to acceptance by and shall become effective upon confirmation Selected Dealer any Subscription Agreement that is not accepted by the Company or together with the related subscription payment within two business days of Dealer Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and until an event requiring a refund occurs, each of which reserve the an investor will have no right to reject withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any order in their sole discretion subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Orders not accompanied Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the required instrument of payment for Shares may be rejected. Issuance Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and delivery of a Share will be made only after a sale of a Share is deemed by promptly following the Company to be completed in accordance with Section 3(c) end of the Dealer Manager Agreement. If an order is rejected, cancelled Offering Period or rescinded for any reason, then Soliciting Dealer will return to earlier termination of the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure)Offering.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made 5,000 in increments of $500Offered Shares. With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the Offered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 2 3 and to fulfill the obligations pursuant to Rule 2810 2310 of the FINRA Rules of Conduct. (b) Until the minimum offering of $2,500,000 in Offered Shares has been sold, payments for Offered Shares shall be made by checks payable to “▇▇▇▇▇ Fargo Bank UMB Bank, N.A. as escrow agent for Business Development Corporation of America. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. CĪON Investment Corporation.” If the minimum amount has not been obtained prior to the termination dateone year anniversary of the initial Effective Date (the “Termination Date”), UMB Bank, N.A. (the “Escrow Agent shallAgent”) will, promptly following the termination dateTermination Date, but in no event more than thirty (30) days after the termination dateTermination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the site at which Offering, the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to Company will notify the Escrow Agent by that stockholders will be admitted to the end Company and the Escrow Agent will pay over promptly to the Company the amount of the next business day following receipt all of the check and Subscription Agreementsuch investors’ subscription payments then on deposit, including interest earned thereon. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (The date upon which such admission of stockholders shall occur is hereinafter called the “Final Review Office”), Soliciting Dealer shall transmit Initial Closing Date.” Following the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been soldInitial Closing Date, subject to any continuing escrow obligations imposed by certain states States, if any, as described in the Prospectus, payments for Shares checks shall be made payable to “Business Development Corporation of AmericaCĪON Investment Corporation.” At such time, Soliciting ” (c) Selected Dealer shall promptly forward original checks together with an original Subscription Agreement, each fully completed and executed and initialed by the subscriber as provided for in copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital Corp. ICON Capital Corp. c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by Selected Dealer to Business Development Corporation of America, c/o DST Systems, Inc., ICON Capital Corp. at the address provided specified above no later than noon of the next business day after receipt from Selected Dealer’s customer by any member of, or person associated with, Selected Dealer of such payment, unless such Subscription Agreement and payment are first forwarded to another of Selected Dealer’s 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 Subscription Agreementaddress listed above 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 Selected Dealer’s receipt of such check. Prior to the Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in accordance with any event by the applicable Exchange Act Rules and Regulationsend of the second business day following receipt thereof, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or for deposit in an interest-bearing bank account insured by the Company Federal Deposit Insurance Corporation, which shall be an escrow account in accordance with the foregoing provisions name of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to acceptance by and shall become effective upon confirmation Selected Dealer any Subscription Agreement that is not accepted by the Company or together with the related subscription payment within two business days of Dealer Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and until an event requiring a refund occurs, each of which reserve the an investor will have no right to reject withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any order in their sole discretion subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Orders not accompanied Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as stockholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the required instrument of payment for Shares may be rejected. Issuance Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and delivery of a Share will be made only after a sale of a Share is deemed by promptly following the Company to be completed in accordance with Section 3(c) end of the Dealer Manager Agreement. If an order is rejected, cancelled Offering Period or rescinded for any reason, then Soliciting Dealer will return to earlier termination of the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure)Offering.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) Until the minimum offering of $2,500,000 in Shares has been sold, payments for Shares shall be made by checks payable to “▇W▇▇▇▇ Fargo Bank as agent for Business Development Corporation of America. , Inc. During such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to ▇W▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement. If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than thirty (30) days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor Investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by Soliciting Dealer from the subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the minimum offering of $2,500,000 in Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America., Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Business Development Corporation of America, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).