EXHIBIT 1.2
FORM OF
SELLING DEALER AGREEMENT
1,500,000 UNITS OF LIMITED PARTNERSHIP INTEREST
of
ICON INCOME FUND EIGHT
(a Delaware limited partnership)
SELLING DEALER AGREEMENT
------------------------
_______________, 1998
(Selling Dealer Name
and Address)
Ladies & Gentlemen:
Reference is made to the enclosed Prospectus (the "Prospectus") relating to
the offering by ICON Income Fund Eight, consisting of two Delaware Limited
Partnerships, ICON Income Fund Eight A L.P. ( ICON Eight A) and ICON Income Fund
Eight B L.P. (ICON Eight B) (collectively, "the Partnership), of Limited
Partnership Interests in units of $100 each (the "Units"). The Units and the
terms upon which they are offered are more fully described in the Prospectus,
which is dated as of the date (the "Effective Date") on which the U.S.
Securities and Exchange Commission (the "SEC") declared the registration
statement (the "Registration Statement") for the offering of Units to be
effective.
Pursuant to the authority granted to this corporation by the Partnership in
the Dealer-Manager Agreement, we have selected your firm, and you are agreeing,
to act as a Selling Dealer in accordance with the terms of this Agreement. In
particular, by executing this Agreement you (1) represent to us and the
Partnership that your firm is now, and will at all times during which this
Agreement is effective remain, (a) a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), (b) duly qualified under
the securities and other applicable laws of each jurisdiction checked off on
Exhibit A to this Agreement (as such shall be immediately amended by you, as
necessary, to reflect any changes therein (i.e., additions thereto, or
subtractions therefrom, of states)) and (c) will offer Units, directly and
through your registered representatives only to the residents of the states so
designated and (2) agree to offer to sell, on a best efforts basis, units of
limited partnership interest in the Partnership (the "Units") (a) directly to
the general public, (b) in an aggregate amount not exceeding the Total Maximum
Offering of 1,500,000 to (c) subscribers which satisfy the suitability standards
set forth in the Prospectus and as determined by your firm in accordance with
the NASD's Rules of Fair Practice as in effect during the Offering Period (as
defined below). All of such subscriptions are subject to acceptance by the
Partnership and may be rejected in the sole discretion of ICON Capital Corp., in
its capacity as General Partner of the Partnership including without limitation
the lack of necessary data or signatures thereon.
In general, the "Offering Period" for the sale of Units commenced on the
date of the Prospectus (which is also the date on the Effective Date and will
terminate on the second anniversary thereof unless (1) the Maximum Offering is
completed earlier (e.g., through the sale of all 1,500,000 Units) or (2)
terminated earlier (with notice to you and the other Selling Dealers) at the
election of the General Partner, in its sole discretion. In addition to the
foregoing general rules, each state must also authorize the sale of Units to its
residents (which state effective dates are as set forth in the Prospectus (for
the states which declared the offering of Units to be effective on the Effective
Date) or on a "Blue-Sky Survey" issued, or to be issued from time to time after
the Effective Date, by the General Counsel of the Dealer-Manager. Finally, most
states authorize the offering of Units to their residents for a maximum of 12
months before requiring the re-registration under their respective securities
laws (and consequently, if you have not received an updated "Blue-Sky Survey" or
Prospectus prior to the anniversary of the Effective Date, should request such
updated materials to confirm the continued qualification of the Offering in
States in which you propose to offer Units for sale beyond the initial 12 month
portion of the Offering Period).
Each date on which any Limited Partner (other than the Original Limited
Partner) is admitted to the Partnership is hereinafter called a "Closing Date".
Once executed by all parties, this Agreement will become effective only upon
your receipt of notification (in the form of the initial "Blue-Sky Survey")
confirming that (1) the Registration Statement with respect to the Units has
become effective under the Securities Act of 1933, as amended (the "Act"), and
(2) Units have been qualified for sale (or are exempt from such qualification
requirements, if any) in at least one jurisdiction in which you have indicated
in Exhibit A that you and those of your registered representatives who are
employed for such purpose are duly qualified and in which your firm intends to
offer to sell Units.
The Partnership will accept subscriptions for the Units subject to the
Partnership's right to terminate the Offering Period at any time without notice
and to reject any subscription in whole or in part, in its sole discretion. The
acceptance of subscriptions is further subject to the following terms and
conditions:
1. Appointment as Selling Dealer. We hereby authorize you to act as a
Selling Dealer during the Offering Period and, on a "best efforts" (and not
"firm underwriting") basis only, to offer Units to potential investors which (a)
satisfy the investor suitability standards (i) set forth in the Prospectus as
well as (ii) under applicable state laws and (iii) the NASD's Rules of Fair
Practice and (b) are acceptable to the Partnership ("Eligible Investors"). As a
Selling Dealer, you will act as an independent contractor and not as our agent
or as agent for the Partnership in connection with your solicitation of
subscriptions for Units and will therefore be
responsible for assuring that each subscriber satisfies all such requirements.
You agree that you will not make representations or give information which is
not contained in (x) the Prospectus or (y) supplemental sales literature which
we have supplied to you for your use with the general public (as described in
greater detail in Section 5 of this Agreement).
2. Subscriptions for Units. You shall (a) find Eligible Investors for the
Units, (b) keep records of the basis for each determination by a member of, or
person associated with, your firm of a subscriber's suitability and (c) promptly
forward each fully completed and executed copy of the Subscription Agreement, as
signed by each 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 "ICON Income Fund Eight Escrow Account" pending receipt
and acceptance by the General Partner of subscriptions for 50,000 Units and
thereafter in the form of a check made payable to "ICON Income Fund Eight
Subscription Account") to:
ICON Securities Corp.
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Each Subscription Agreement and related subscription payment shall be
forwarded by your firm to 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 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 us as
Dealer-Manager will be delivered by us by the end of the business day we receive
same to the General Partner for acceptance or rejection by it by the end of the
next business day. Each such subscription payment received by us and accepted by
the General Partner will be transmitted, as soon as practicable, but in any
event by the end of the second business day following our receipt thereof, to
The Bank of New York (NJ), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(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 receipt of subscriptions for an aggregate
of 37,500 Units and thereafter will be deposited in a segregated subscription
account maintained solely for such purpose by the Partnership. We will return
directly to you any Subscription Agreement which is not accepted by the General
Partner together with the related, subscription payment within two business days
of our receipt of same for your prompt return of same to your customer. Unless
and until an event requiring a refund occurs, a subscriber will have no right to
withdraw his subscription payment from escrow. The General Partner 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
person for any reason whatsoever or no reason.
Unless subscriptions for at least 12,000 Units (excluding ten (10) Units
originally subscribed for by the Original Limited Partner) are received and
accepted by the General Partner on or before the Termination Date, the
Partnership will promptly refund all subscription payments received by it in
full with interest earned thereon, if any, and without deduction, and the
offering shall thereupon terminate. Promptly after receiving and accepting
subscriptions for 12,000 Units (excluding the above referenced ten (10) Units
owned by the Original Limited Partner) the General Partner will notify the
Escrow Agent that Schedule A to the Partnership Agreement has been amended to
admit as Limited Partners subscribers (other than those who are residents of the
Commonwealth of Pennsylvania, which requires that a minimum of 37,500 Units must
be sold before such 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 Partnership the amount of all of such subscribers' subscription
payments then on deposit and shall distribute interest earned on each
subscription payment to the subscribers entitled to interest earned on his
subscription. The date on which such admission of Limited Partners shall occur
is hereinafter called the "Initial Closing Date." Under regulations of the
Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,000) of the
Maximum Offering have been received, the subscription payments of Pennsylvania
residents must be held in escrow. After subscriptions for the residents of all
jurisdictions including Pennsylvania have been received, all remaining
subscriptions then being held in escrow will be released from escrow upon the
next Closing Date and the applicable subscribers admitted to the Partnership as
Limited Partners (in the manner described in the preceding sentence). Following
the Initial Closing Date, the General Partner will continue to accept
subscriptions for additional Units during the remainder of the Offering Period
and to admit to the Partnership as Limited Partners subscribers whose
subscriptions are accepted. Such admissions will take place from time to time as
shall be determined by the General Partner, with the anticipation that Closings
subsequent to the Initial Closing will occur as frequently as weekly but not
less frequently than twice each month following the Initial Closing Date and
promptly following the end of the Offering Period.
The Partnership, by its acceptance of this Agreement, agrees to pay you an
amount equal to 8.0% of the total purchase price of all Units sold through
your efforts, except for the following types of Unit sales to officers,
employees and securities representatives of the General Partner, its
Affiliates and each Selling Dealer ("Affiliated Limited Partners") may
purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for
each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to
which no Sales Commissions are payable. Purchases of Units by Affiliated
Limited Partners shall be for investment purposes only and not with a view
toward resale.
All such compensation will be paid by the Partnership within 30 days after
each Closing Date in respect of subscriptions submitted by investors who were
admitted to the Partnership on such Closing Date. In addition, you will be
entitled to reimbursement, on a fully accountable basis, for bona fide due
diligence fees and expenses actually incurred by your firm in an amount not
exceeding the lesser of (a) 1/2 of 1% of the Gross Offering Proceeds or (b) the
maximum amount permitted to be paid under the National Association of Securities
Dealers, Inc. (the "NASD")'s Rules of Fair Practice (the "NASD Rules").
Notwithstanding the foregoing, no compensation will be paid in respect of
subscriptions (or portions thereof) which have been rejected by the General
Partner, or in the event the Minimum Offering for 12,000 Units is not
successfully completed.
Prior to the time when subscriptions for 37,500 Units have been received, we
may from time to time advance to you from our own funds in an amount equal to
the Sales Commissions (computed as above). Any such advances shall be payable
only with respect to bona fide subscription transactions (as referenced in
Section 5(b)(3) of Appendix F to Section 34, Article III, of the NASD's Rules of
Fair Practice) for subscriptions for Units accepted by the General Partner as of
date any such advance is made. Sales Commissions with respect to Units actually
sold by you or your registered representatives will be due and payable to you
within 30 days of each Closing Date (as hereinafter defined) on which the
subscribers for such Units are admitted as Limited Partners. To the extent that
any such commissions are advanced to you (pursuant to the preceding sentences of
this paragraph) prior to the Closing Date when they actually are due and payable
to you, such advances shall be returnable by you to us, in the event that, for
any reason, the applicable subscribers are not admitted to the Partnership as
Limited Partners on a Closing Date. You also agree that advances are repayable
by you to us, and that the Partnership is authorized as your agent to pay us (as
an offset to your commissions on such sales) upon the Closing applicable
thereto. "Qualified Units" shall mean only those Units for which the particular
state in which the Units are sold does not (i) require that more than 12,000
Units be sold before subscribers from such state may be admitted as Limited
Partners or (ii) prohibit the payment of commissions with respect to sales of
such Units, provided, however, when the aggregate number of Units sold exceeds
the requirements of the particular state with respect to (i) and/or (ii) above,
such Units shall become Qualified Units.
3. Termination of Agreement. The provision of this Agreement relating to the
offering of the Units shall terminate as to the Partnership upon the completion
of the Offering Period, and may be terminated by you or us as specified in
Section 10 of this Agreement, subject to the survival of all provisions hereof
which by their nature are intended to survive termination of this Agreement.
4. Limitations on Payments. You agree that neither you nor any salesperson
under your control shall directly or indirectly pay or award any finder's fees,
commissions or other compensation to any person engaged by a potential investor
for investment advice as an inducement to such advisor to advise the purchase of
Units; provided, however, that this provision shall not prohibit the normal
sales commission payable to any properly licensed person for selling Units. In
addition, you agree not to receive any rebates or give-up or participate in any
reciprocal business arrangements (other than the securities distribution
arrangements specified in the Prospectus) which would violate any restriction on
the Partnership contained in the Prospectus.
5. Supplementary Sales Material. You agree that you will not use any
supplementary sales material other than the Prospectus (including, inter alia,
transmittal letters, underwriting memoranda, summary descriptions, graphics,
supplemental exhibits, media advertising, charts, pictures, written scripts or
outlines), whether prepared to solicit sales to prospective investors or for the
exclusive use of you and your personnel, except as supplied by the Partnership
and described under the caption "Supplemental Literature" in the Prospectus, or
otherwise specifically described in a written advice from the Partnership
authorizing the type and manner of use. The use of any such other supplementary
sales material is expressly prohibited except to the extent specified in any
such written advice.
6. Right To Sell. Notwithstanding any information furnished or any action
taken by us in that connection, we shall have no obligation or liability with
respect to the registration or qualification of the Units in any jurisdiction or
the qualification or right of you or any Selling Dealer to sell or advertise
them therein.
7. Limited Obligations. Nothing herein contained shall constitute the
Selling Dealers as a partnership, association or other separate entity or
partners with us, or with each other, but you shall be responsible for your
share of any liability or expense based on any claim to the contrary. We shall
not be under any liability to you, except for obligations expressly assumed in
this Agreement and any liabilities under the Act, and no other obligations on
our part shall be implied hereby or inferred herefrom.
(a) We will indemnify and hold you harmless in the manner and to the
extent specified in Section 6.3 of the Partnership Agreement (the terms of
which are incorporated by reference) against any losses, claims, damages or
liability, joint or several to which you may become subject under the Act or
otherwise, insofar as such losses, claims damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus, or amendment or supplement thereto relating to the
Partnership, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein in light of the circumstances under
which they were made not misleading; and will reimburse you for any legal or
other expenses reasonably incurred by you in connection with investigating
or defending any such action or claim; provided, however, that we shall not
be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or an
alleged untrue statement or omission or alleged omission made in any
Registration Statement, Prospectus, or amendment or supplement thereto in
reliance upon and in conformity with written information furnished to us by
you expressly for use therein, and further provided that we will not be
liable in any case if it is determined that you were at fault in connection
with any loss, claim, damage or liability.
The indemnity agreement in this Subsection (a) shall be in addition to any
liability which we may otherwise have and shall extend upon the same terms
and conditions to each person, if any, who controls you within the meaning
of the Act.
(b) You agree to indemnify us and the Partnership and hold us and the
Partnership harmless against any losses, claims, damages or liabilities to
which we or the Partnership may become subject, (1) under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or action
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus, or amendment or supplement to the Prospectus relating
to the Partnership or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances under which they are made not misleading, that such untrue or
alleged untrue statement or omission or alleged omission was made in any
Registration Statement, Prospectus, or amendment or supplement to any
Prospectus in reliance and in conformity with written information furnished
to us by you for use therein or (ii) under the Act or otherwise, for any
breach of the provisions of Sections 2, 5, 9, 10 and 11 of this Agreement;
and to reimburse us or the Partnership for any legal or other expenses
reasonably incurred by us or the Partnership in connection with
investigating or defending any such action or claim.
The indemnity agreement in the Subsection (b) shall be in addition to any
liability which you may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the undersigned, and to each
person, if any, who controls the undersigned within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under Subsection (a) or
(b) above of notice of the commencement of any action, if a claim in respect
thereof is to be made against the indemnifying party under such Subsection,
such indemnified party shall notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such Subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to participate in, and, to the extent that it shall wish, to jointly
participate with any other indemnifying party, similarly notified, in the
defense thereof with the indemnified party. The indemnifying party shall pay
all legal fees and expenses of the indemnified party in the defense of such
claims or actions, provided, however, that the indemnifying party shall not
be obliged to pay legal expenses and fees to more than one law firm in
connection with the defense of similar claims arising out of the same
alleged acts or omissions giving rise to such claims notwithstanding that
such actions or claims are alleged or brought by one or more parties against
one or more than one indemnified party. In the case such claims or actions
are alleged or brought against more than one indemnified party, then the
indemnifying party shall be obliged only to reimburse the expenses and fees
of the one law firm which has been selected by a majority of the indemnified
parties against which such action is brought finally and in the event the
majority of such indemnified parties are unable to agree on which law firm
for which expenses or fees will be reimbursed by the indemnifying party,
then payments shall be made to the first law firm of record representing an
indemnified party against the action or claim. Such law firm shall be paid
only to the extent of the services performed by such law firm and no
reimbursement shall be payable to such law firm on account of legal services
performed by another law firm. Notwithstanding anything contained herein to
the contrary, an indemnified party may not settle or compromise any action
brought against such indemnified party without the prior written consent of
the indemnifying party.
(d) The provisions of this Section 7 shall remain in full force and effect
after the termination of this Agreement.
Notwithstanding the foregoing, no Selling Dealer shall be indemnified for
any losses, liabilities or expenses arising from or out of any alleged
violation of federal or state securities laws, unless (a) there shall have
been a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee and a court shall
have approved indemnification of litigation costs, or (b) such claims shall
have been dismissed with prejudice on the merits, and indemnification of
litigation costs shall have been approved, by a court of competent
jurisdiction as to the particular indemnitee, or (c) a court of competent
jurisdiction shall have approved a settlement of the claims against a
particular indemnitee and found that indemnification of the settlement and
related costs should be made. In any claim for indemnification for federal
or state securities law violations, any Selling Dealer seeking
indemnification shall place before the court the position of the Securities
and Exchange Commission, the Massachusetts Securities Division and other
applicable state securities commissions with respect to the issue of
indemnifications for securities law violations.
8. Representations, Warranties and Covenants of Selling Dealer.
You represent, warrant and covenant as of the date this Agreement is
executed on behalf of your firm and as of the date any Subscription Agreement is
forwarded to us, the Partnership or to the General Partner of the Partnership as
follows:
(a) Qualification of Selling Dealer and its Representatives. You
represent, warrant and covenant that you are, and during the Offering Period
will continue to be, (i) a member in good standing of the NASD and (ii)
registered as a securities broker-dealer in those jurisdictions wherein
members of, or persons associated with, your firm will offer or sell the
Units. You also represent, warrant and covenant that, during the Offering
Period, you will only permit members of, or persons associated with, your
firm to offer or sell Units if such persons are duly registered or licensed
to sell direct participation program investments by, and in good standing
with, the NASD and those jurisdictions wherein they will offer or sell
Units. You hereby certify that neither your firm nor any member of your firm
has been subject to fine, a consent decree or suspension of your or their
licenses within the last three (3) years, for violation of federal or state
securities or regulations. You also hereby certify that you will promptly
advise the President of ICON Securities Corp. of any civil or administrative
proceedings during the Offering Period involving alleged violations of such
laws or regulations.
(b) Investor Suitability and Minimum Investment. You further represent,
warrant and covenant that no member of, or person associated with your firm,
shall offer or sell Units in any jurisdiction except to investors who
satisfy the investor suitability and minimum investment requirements under
the most restrictive of the following: (A) applicable provisions of the
Prospectus, (B) the laws of the jurisdiction of which such subscriber is a
resident, and (C) the NASD's Rules of Fair Practice in general and Appendix
F of such Rules, in particular. Specifically, you agree to ensure that, in
recommending the purchase, sale or exchange of Units to an investor, each
member of, or person associated with, your firm shall have reasonable
grounds (as required by Section 3(b) of Appendix F) to believe, on the basis
of information obtained from the investor (and thereafter maintained in the
manner and for the period provided in such Rules) concerning his age,
investment objectives, other investments, financial situation and needs, and
any other information known to such member of, or person associated with,
your firm, that (i) the investor is or will be in a financial position
appropriate to enable him to realize to a significant extent the benefits
described in the Prospectus, including the tax benefits to the extent they
are a significant aspect of the Partnership; (ii) the investor has a fair
market net worth sufficient to sustain the risks inherent in an investment
in Units in the amount proposed, including loss, and lack of liquidity of,
of such investment; and (iii) an investment in Units is suitable in type and
amount for such investor. You further represent, warrant and covenant that
you will: (x) require each member of, or person associated with your firm,
to make diligent inquiry as to the suitability and appropriateness of an
investment in Units from each proposed investor, (y) retain in your records
for a period equal to the longer of (A) six years from the date of the
applicable sale of Units or (B) five years from the end of the Offering
Period (or such longer period as is provided in Section 9 hereof), and (z)
make available to us and the Partnership, upon request, (and upon your
firm's receipt of an appropriate document subpoena from one of the
following, to representatives of the SEC, NASD and applicable state
securities administrators) documents disclosing the basis upon which the
determination as to suitability was reached as to each purchaser of Units
pursuant to a subscription solicited by your firm, whether such records
relate to accounts which have been closed, accounts which are currently
maintained, or accounts hereafter established. You shall not purchase any
Units for a discretionary account without obtaining the prior written
approval of your customer and his or her signature on a Subscription
Agreement.
(c) Due Diligence; Adequate Disclosure. By signing below and signing each
Subscription Agreement, you hereby acknowledge (or reaffirm, in the latter
case) that, prior to entering into this Agreement, your firm satisfied
itself that it has reasonable grounds to believe, based on information and
other relevant materials made available to you by the Partnership, that all
material facts are adequately and accurately disclosed and provide a basis
for evaluation of an investment in the Units (as is provided in Sections
4(a), (b) and (c) of Appendix F). In determining the adequacy of the
disclosed facts you shall obtain information on material facts relating at a
minimum to the following, if relevant in view of the nature of the
Partnership: (i) items of compensation; (ii) physical properties; (iii) tax
aspects; (iv) financial stability and experience of the General Partner; (v)
the Partnership's conflicts and risk factors; and (vi) appraisals and other
pertinent reports. You further acknowledge that you did not, and may not,
rely upon the investigation conducted by us in our capacity as
Dealer-Manager (because of our affiliation with the General Partner) or by
any other Selling Dealers, unless in the latter case all of the conditions
set forth in Section 4(c) of Appendix F have been met.
(d) Compliance with the NASD Rules of Fair Practice. You also hereby agree
that you will require each member of, or person associated with, your firm
to inform any prospective purchaser of Units, prior to his subscription for
Units, of all pertinent facts relating to the liquidity and marketability of
an investment in Units during the term of the investment (as provided in
Section 4(d) of Appendix F). You also hereby agree to fully comply with all
pertinent sections of Article III of the NASD Rules of Fair Practice,
including, without limitation, Sections 8, 24 and 36 thereof.
(e) Delivery of the Prospectus in connection with sale of Units. You
hereby represent, covenant and agree that no representative of your firm
shall sell, and your firm shall not endorse and forward any Subscription
Agreement to signify the completion of a subscription for, any Units unless,
in connection therewith, the proposed subscriber for such Units has received
a current copy of the Prospectus at or prior to the time that such person
has signed his or her Subscription Agreement. Your firm acknowledges and
agrees that such proposed subscriber shall not be admitted to the
Partnership and Units issued until the later of (a) the next succeeding
Closing Date or (b) five business days after the date such proposed
subscriber received a copy of the Prospectus (which shall be determined by
the General Partner by the date on which such proposed subscriber signed the
Subscription Agreement).
(f) Compliance with SEC Reg. 240.15c2-8 You hereby (a) represent that
neither you nor any person associated with your firm solicited customers'
orders for Units prior to the Effective Date; (b) represent and agree to
take all reasonable steps to make available a copy of the final Prospectus
relating to such securities to each person associated with your firm who is
expected, after the Effective Date, to solicit customers orders for Units
prior to the making of any such solicitation by such associated persons; and
(c) agree that neither you, nor any person associated with your firm, will
furnish Prospectuses to any person in any state (e.g. in any state (i)
listed as not cleared on the Blue-Sky Survey of the Sponsor or (ii) in which
your firm or any person associated with your firm who solicits offers to buy
or offers to sell Units is not currently registered); provided, however,
that this provisions is not to be construed to relieve you from complying
with the requirements of Section 5(b)(1) and (2) of the Securities Act of
1933. You hereby acknowledge that Prospectuses shall not be furnished by you
or any person associated with your firm to any prospective customer while
the registration statement is subject to an examination, proceeding, or stop
order pursuant to Section 8 of the Securities Act of 1933.
9. Record-Keeping and Disclosure. You further agree to keep such records
with respect to each investor, his suitability and the amount of Units sold and
retain such records for such period of time as may be required by the U.S.
Securities and Exchange Commission, any state securities commission, the NASD or
by the Partnership. You agree provide the Partnership with to obtain and to
forward to the Partnership any representation letters or related documents, if
any, as are set forth in the Subscription Instructions in Exhibit C to the
Prospectus.
10. Notice of Termination. This Agreement may be terminated by you or by us
by giving written, cable or telex notice 10 days in advance of your or our
intention to terminate; provided, however, that any rights to receive
commissions in respect of sales of Units made prior to such termination and any
rights to indemnification or contribution hereunder, and all representations,
covenants and agreements contained in this Agreement which, by their terms,
expire or will need to be performed after the termination date of this Agreement
(including, but not limited to, the suitability record retention and disclosure
covenants contained in Section 8(b) above), shall survive such termination.
11. Governing Law. This Agreement is being delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State.
Please acknowledge acceptance of the terms hereof by signing the two
enclosed copies of this letter and returning the same to us, whereupon this
letter and your acceptance hereof shall constitute a binding agreement between
us as of the date first above written. We will then supply to you for your files
one of such copies signed by the Partnership and the General Partner.
The Dealer-Manager:
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ICON Securities Corp.
By: __________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
Acceptance by the Selling Dealer
The above Agreement is hereby accepted, approved and confirmed as of the
date first above written. We certify that we have received a copy of the
Prospectus and that we are, and during the Offering Period will continue to be,
a member in good standing of the National Association of Securities Dealers,
Inc. and registered as a securities broker-dealer in those jurisdictions wherein
we or any member of, or person associated with, our firm will offer or sell
Units.
The Selling Dealer:
-------------------
-------------------------------------------------
(Corporate or firm name)
-------------------------------------------------
(Taxpayer Identification Number)
-------------------------------------------------
(Address)
-------------------------------------------------
(Signature of authorized Date
officer or partner)
-------------------------------------------------
(Printed name and title of person signing)
-(---)------------------------------
(Telephone Number)
Acceptance by The Partnership
-----------------------------
ICON Income Fund Eight hereby accepts the above Agreement as of the date
first above written.
The Partnership:
ICON Income Fund Eight, consisting of two Delaware limited
partnerships, ICON Income Fund Eight A L.P. and
ICON Income Fund Eight B L.P. (the "Partnerships")
By: ICON Capital Corp., its General Partner
By: __________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
The General Partner:
--------------------
ICON Capital Corp.
By: __________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President
Exhibit A
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Jurisdictions in which Selling Dealer Certifies that it is Qualified
--------------------------------------------------------------------
(__) Alabama (__) Kentucky (__) North Dakota
(__) Alaska (__) Louisiana (__) Ohio
(__) Arizona (__) Maine (__) Oklahoma
(__) Arkansas (__) Maryland (__) Oregon
(__) California (__) Massachusetts (__) Pennsylvania
(__) Colorado (__) Michigan (__) Puerto Rico
(__) Connecticut (__) Minnesota (__) Rhode Island
(__) Delaware (__) Mississippi (__) South Carolina
(__) District of Columbia (__) Missouri (__) South Dakota
(__) Florida (__) Montana (__) Tennessee
(__) Georgia (__) Nebraska (__) Texas
(__) Hawaii (__) Nevada (__) Utah
(__) Idaho (__) New Hampshire (__) Vermont
(__) Illinois (__) New Jersey (__) Virginia
(__) Indiana (__) New Mexico (__) Washington
(__) Iowa (__) New York (__) West Virginia
(__) Kansas (__) North Carolina (__) Wisconsin
(__) Wyoming
The Selling Dealer:
-------------------
_________________________
(Corporate or firm name)