FORM OF


MULTI-OFFERING SUBSCRIPTION AGREEMENT


 





 


CĪON INVESTMENT CORPORATION


ICON ECI FUND FIFTEEN, L.P.


ICON OIL & GAS FUND-A L.P.


 


INSTRUCTIONS TO INVESTORS & SUBSCRIPTION
AGREEMENT


 


Please read carefully the final prospectus, as amended and supplemented,
relating to the applicable offering(s) and all exhibits thereto before deciding to subscribe. Each offering is limited to investors
who certify that they meet all of the qualifications set forth in the applicable final prospectus (each, an “Investor”).
If you meet these qualifications and desire to make an investment in one of the offerings described herein, then please complete,
execute and deliver the entire subscription agreement (as completed and signed) to the address provided below. Investors in
Alabama, Arkansas, Maryland, Massachusetts and Tennessee may not use this multi-offering subscription agreement to subscribe
to any offering described herein but instead should refer to the subscription agreement for each offering.


 


You should consider your suitability for an investment within
the context of your own investment objectives, risk tolerance, financial capabilities and liquidity needs and should make an independent
investigation and investment decision. Also, you are encouraged to consult with your financial advisor in addition to any attorney,
accountant or other business or tax advisor you have retained to assist you regarding your evaluation of the risks and merits of
the proposed investment. If you have any questions about completing this subscription agreement, please call ICON Capital, LLC,
Subscription Processing Desk, at (800) 343-3736.


 


NO SUBSCRIPTION AGREEMENT
WILL BE PROCESSED UNLESS FULLY COMPLETED AND ACCOMPANIED BY PAYMENT IN FULL. ANY SUBSCRIPTION PAYMENT THAT IS DISHONORED WILL CAUSE
THE SUBSCRIPTION TO BE VOID AS OF THE SUBSCRIPTION DATE AND SHALL OBLIGATE THE SUBSCRIBER TO PAY ALL COSTS AND CHARGES ASSOCIATED
THEREWITH.


 


PRE-ESCROW BREAK


 


Until the applicable offering has raised the minimum offering
amount set out in its final prospectus, your broker-dealer or registered investment adviser should MAIL properly completed and
executed ORIGINAL documents, along with your check payable to the applicable entity as set forth below to ICON Capital, LLC at
the following address:


 


	Investment	 	Make checks payable to:	 	For Regular Mail	 	For Overnight 

Deliveries
	ICON Oil & Gas Fund-A L.P.	 	UMB Bank, N.A., Escrow Agent for ICON O&G Fund-A 	 	
        ICON Capital, LLC

        c/o DST Systems

        P.O. Box 219476

        Kansas City, MO 64121-9476
	 	
        ICON Capital, LLC

        c/o DST Systems

        430 West 7th Street

        Kansas City, MO 64105

        Tel: (800) 343-3736



 




    	 



    	 



    

 


Upon receipt of a signed subscription agreement, verification
of your investment qualifications, and acceptance of your subscription by the relevant entity (which reserves the right to accept
or reject a subscription for any reason whatsoever), such entity will execute the subscription agreement and notify you of its
receipt and acceptance. In no event may a subscription for an investment be accepted until at least five (5) business days after
the date the subscriber receives the final prospectus relating to that offering. Each entity may accept or reject any subscription
in whole or in part for a period of fifteen (15) days after receipt of the subscription agreement and any other subscription documents
requested by it, verification of your investment qualifications and payment in full. Any subscription not accepted within fifteen
(15) days of receipt will be deemed rejected. If rejected, all funds will be returned to subscribers without deduction for any
expenses within ten business days from the date the subscription is rejected.


 


Important Note:  In all cases, the person
or entity actually making the investment decision should complete and sign the subscription agreement. For example, if the investor
making the investment is a retirement plan for which investments are directed or made by a third party trustee, then that third
party trustee must complete the subscription agreement rather than the beneficiaries under the retirement plan. This also applies
to trusts, custodial accounts and similar arrangements. You must list your principal place of residence rather than your office
or other address on the signature page to the subscription agreement so that the relevant entity can evaluate compliance with appropriate
securities laws. If you want correspondence to be sent to an address other than your principal residence, please provide such mailing
address in “Section 2. — Investor Information” on the signature page to the subscription agreement.


 


POST-ESCROW BREAK


 


Once the applicable offering has raised the applicable minimum
offering amount, your broker-dealer or registered investment adviser should MAIL properly completed and executed ORIGINAL documents,
along with your check payable to the applicable entity as set out below to ICON Capital, LLC at the following address:


 


	Investment	 	Make checks payable to:	 	For Regular Mail	 	For Overnight Deliveries
	CĪON Investment Corporation	 	CĪON Investment Corporation	 	ICON Capital, LLC	 	ICON Capital, LLC
	ICON ECI Fund Fifteen, L.P.	 	ICON Fund 15	 	c/o DST Systems	 	c/o DST Systems
	ICON Oil & Gas Fund-A L.P.	 	ICON O&G Fund-A	 	P.O. Box 219476	 	430 West 7th Street
	 	 	 	 	Kansas City, MO 64121-9476	 	Kansas City, MO 64105
	 	 	 	 	 	 	Tel: (800) 343-3736


 




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FORM OF


MULTI-OFFERING SUBSCRIPTION AGREEMENT


	 	 	 
	  1.  INVESTMENT INFORMATION
	
        Please indicate which offering(s) you wish
        to invest in and whether this subscription is an “initial investment” or an “additional investment.”

        Note: Investment subject to applicable
        suitability standards; see the corresponding prospectus for details.

	  o Advisory/Registered Investment Adviser/Other Net of Commissions Purchase


 


	Investment	Investment Amount
	o CĪON Investment Corporation	
        o Initial Investment

        o Additional Investment
	
        $ ____________________

        ·$5,000
        minimum investment

        ·$500
        increments for additional investments

	o ICON ECI Fund Fifteen, L.P.	
        o Initial Investment

        o Additional Investment

        o DRIP Investment

         
	
        $ ____________________

        ·$5,000
        minimum investment 

        ·No
        minimum investment for DRIP for qualified participants

	o ICON Oil & Gas Fund-A L.P.	
        o Initial Investment

        o
        Investor GP o Limited Partner

        oAdditional Investment

        o
        Investor GP o Limited Partner
	
        $ ____________________

        ·$5,000
        minimum investment

        ·$1,000
        increments for additional investments



 


					
	 	 	 	 	 
	  2.  INVESTOR INFORMATION	 	 	 	 
	Print name(s) and address exactly as they are to be registered on the account. (Please print clearly)
	Individual/Beneficial Owner	 	 	 	 
	Name of Investor/Beneficial Owner

  	 	 	 	Social Security or Tax ID Number (required)

  
	Street Address (required)

  	 	 	 	Email Address

  
	City

  	 	State

  	 	Zip Code

  
	Daytime Phone Number

  	 	Evening Phone Number

  
	Optional/Seasonal Mailing Address

  	 	 	 	 
	City  	 	State	 	Zip Code


 


	 	 	 	 	 	 	 	 	 
	 	 	Citizenship:	 	 	 	 	 	 
	Select one.	 	o U.S. citizen	 	o U.S. citizen residing outside the U.S.

Country of residence:__________________________	 	o Resident Alien	 	o Non-resident Alien*

Country of citizenship:__________________________
	Select one.	 	Backup Withholding: Subject to backup withholding? o YES o NO	 	o Employee, Affiliate or Board Member
		 	 	 	 
	 	 		 	 
	 	 	
        NOTE: Any and all U.S. Taxpayers are required to complete
        W-9 form in Section 7

         

        * If non-resident alien, investor must submit the appropriate
        W-8 form (W-8BEN, W-8ECL or W-8IMY) in order to make an investment. (If a foreign national who is, in fact, a U.S. taxpayer,
        complete W-9 form.)
	 	 


 






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	Joint Owner
	Name of Co-Investor (if applicable)

  	 	 	 	Social Security or Tax ID Number (required)

  
	Street Address (required)

  	 	 	 	Email Address

  
	City

  	 	State

  	 	Zip Code

  
	Daytime Phone Number

  	 	Evening Phone Number

  
	Optional/Seasonal Mailing Address

  
	City  	 	State  	 	Zip Code


 





	 	 	 	 	 	 	 	 	 
	 	 	Citizenship:	 	 	 	 	 	 
	Select one.	 	o U.S. citizen	 	o U.S. citizen residing outside the U.S.

Country of residence:__________________________	 	o Resident Alien	 	o Non-resident Alien

Country of citizenship:__________________________
	Select one.	 	Backup Withholding: Subject to backup withholding? o YES o NO	 	o Employee, Affiliate or Board Member
		 	 	 	 
	 	 		 	 
	 	 	
        NOTE: Any and all U.S. Taxpayers are required to complete
        W-9 form in Section 7

         

        * If non-resident alien, investor must submit the appropriate
        W-8 form (W-8BEN, W-8ECL or W-8IMY) in order to make an investment. (If a foreign national who is, in fact, a U.S. taxpayer,
        complete W-9 form.)
	 	 


 


	 	 	 	 	 
	Trust or Other Custodial Arrangement
	Name of Trust or Business Entity

  	 	 	 	Tax ID Number (required)

  
	Name(s) of Trustee(s)/Custodian(s)

  	 	 	 	 
	Name(s) of Beneficial Owner(s)/Beneficiary(ies)

  	 	Date Trust/Account Established

  	 	Year to Which Subscription Applicable

  
	Custodian/Brokerage Acct. Number

  	 	Phone Number

  
	Street Address (required)

  
	City

  	 	State

  	 	Zip Code


 


	 	 	 	 	 
	Corporation/Partnership/Other
	Entity Name

  	 	 	 	Tax ID Number (required)

  
	Entity Type (If Corporation, indicate “C” or “S” Corp.)

  	 	 	 	Date of Entity Formation

  
	Street Address (required)

  
	City

  	 	State

  	 	Zip Code

  
	Phone Number

  	 	Name(s) of Officer(s), General Partner or Authorized Person(s)
	Jurisdiction
of Organization	 	 





 








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	3.  FORM OF OWNERSHIP	 	 
	Please choose one option, either within the “Non-Custodial Ownership” column or within the “Custodial Arrangement” column.
	Non-Custodial Ownership	 	Custodial Arrangement (owner and custodian signature required)
		 	
	oIndividual
    (one signature required)	 	Third Party Administered Custodial Plan

(new IRA accounts will require an additional application)
		 	
	oJoint Tenants with Right of Survivorship (all parties must sign)	 	o IRA    o ROTH IRA    o SEP    o KEOGH
	oCommunity Property (all parties must sign)	 	o OTHER ____________________ (Specify)
	oTenants in Common (all parties must sign)	 	Name of Custodian ___________________
	
        oUniform
        Gift/Transfer to Minors (UGMA/UTMA)

         

        Under the UGMA/UTMA of the State of _______________
	 	Mailing Address ___________________
	oQualified Pension or Profit Sharing Plan (Include Plan Documents)	 	City ___________     State
    _________       Zip __________
	oTrust (Include title and signature pages of Trust Documents)	 	 
	oCorporation or Partnership (Include Corporate Resolution or     Partnership Agreement, as applicable; authorized signature required)	 	 
	oOther _______________  (Specify; include title and signature pages)	 	 
	
        For Individual Ownership or JTWROS Only:

         

        Transfer Upon Death (optional)  o

         

        Transferee Name and Social Security No.
	 	 


 


	4.  DISTRIBUTIONS
	
        Complete this section to enroll in the Distribution Reinvestment
        Plan or to elect how you wish to receive your distributions.

        (IRA accounts may not direct distributions without the custodian’s
        approval)



 


	 Investment
	
        CĪON Investment Corporation

        ØI
        hereby subscribe for shares of CĪON Investment Corporation and elect the distribution option indicated:
	
        oReinvest/Distribution
        Reinvestment Plan: I choose to participate in the Distribution Reinvestment Plan described in the prospectus and reinvest the
        entire cash distribution.*

        oDirect
        Deposit: I choose to have distributions deposited in a checking, savings or brokerage account.

        oMail
        Check: I choose to have distributions mailed to me at the address listed in Section 2.

	
        ICON ECI Fund Fifteen, L.P.

        ØI
        hereby subscribe for shares of ICON ECI Fund Fifteen, L.P. and elect the distribution option indicated:
	
        oReinvest/Distribution
        Reinvestment Plan: I choose to participate in the Distribution Reinvestment Plan described in the prospectus and reinvest the
        entire cash distribution.*

        oDirect
        Deposit: I choose to have distributions deposited in a checking, savings or brokerage account.**

        oMail
        Check: I choose to have distributions mailed to me at the address listed in Section 2.

	
        ICON Oil & Gas Fund-A L.P.

        ØI
        hereby subscribe for interests of ICON Oil & Gas Fund-A L.P. and elect the distribution option indicated:
	
        oDirect
        Deposit: I choose to have distributions deposited in a checking, savings or brokerage account.**

        oMail
        Check: I choose to have distributions mailed to me at the address listed in Section 2.



 




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Note: Ohio investors cannot participate in the Distribution
Reinvestment Plan feature that reinvests distributions into subsequent affiliated programs.


 


* Each investor that elects to have his or her distributions
reinvested in a Distribution Reinvestment Plan agrees to notify the applicable program and the broker-dealer named in this subscription
agreement in writing at any time there is a material change in his or her financial condition, including failure to meet the minimum
income and net worth standards as imposed by the state in which he or she resides.


 


I authorize CĪON Investment Corporation, ICON ECI Fund
Fifteen, L.P., ICON Oil & Gas Fund-A L.P. or its agent (as applicable, the “Issuer”) to deposit my distribution
to the account indicated below. This authority will remain in force until I notify the Issuer in writing to cancel it. In the event
that the Issuer deposits funds erroneously into my account, it is authorized to debit my account for the amount of the erroneous
deposit. I also hereby acknowledge that funds and/or shares or interests in my account may be subject to applicable abandoned property,
escheat or similar laws and may be transferred to the appropriate governmental authority in accordance with such laws, including
as a result of account inactivity for the period of time specified in such laws or otherwise. None of the Issuer, its affiliates,
its agents or any other person shall be liable for any property delivered in good faith to a governmental authority pursuant to
applicable abandoned property, escheat or similar laws.


 


	Name of Financial Institution	 	
        Mailing Address

         

	City	 	State	 	
        Zip Code

         

	Your Bank’s ABA Routing Number	 	Your Account Number	 	
        Account Type

          o
        Checking     o Savings     o
        Brokerage



 


The deposit services above to any checking account cannot
be established without a pre-printed, voided check. Deposits to savings accounts are subject to bank verification. For Electronic
Funds Transfers, the signatures of the bank account owner(s) must appear exactly as they appear on the bank registration. If the
registration at the bank differs from that on this subscription agreement, all parties must sign below.


 


	Signature of Individual/Trustee/Beneficial Owner	 	Signature of Co-Investor/Trustee


 


 


5.  ELECTRONIC DELIVERY FORM (OPTIONAL)


 


In lieu of receiving documents by mail, I authorize each entity
checked below to make available on its respective website its periodic, quarterly and annual reports, supplements, announcements
or other documents required to be delivered to me, as well as any investment or marketing updates, and to notify me via e-mail
when such reports or updates are available. Any documents not uploaded and made readily available on the website will be e-mailed
to the address identified below. (Any investor who elects this Electronic Delivery option must provide a valid e-mail address,
and such investor shall be responsible for notifying each respective entity in writing should such account relating to the e-mail
address be terminated or changed.)


 





	o CĪON Investment Corporation	o ICON ECI Fund Fifteen, L.P.	o ICON Oil & Gas Fund-A L.P.











 





	
        o ICON Income
        Fund Eight B L.P. Liquidating Trust

        o ICON Income
        Fund Nine, LLC

        o ICON Income
        Fund Ten, LLC

        o ICON Leasing
        Fund Eleven, LLC
	
        o ICON Leasing
        Fund Twelve, LLC

        o ICON Equipment
        and Corporate Infrastructure Fund Fourteen, L.P.

          








  


The e-mail address for receipt of notifications as
outlined above is:


 


Please print e-mail address clearly


 


Signature


 


Date:


 


Print Name


 




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	6. Power
    of Attorney	 	
        APPOINTMENT OF THE INVESTMENT MANAGER / MANAGING GENERAL
        PARTNER AS INVESTOR’S ATTORNEY-IN-FACT (FOR SUBSCRIPTIONS TO ICON ECI FUND FIFTEEN, L.P. OR ICON OIL & GAS FUND-A
        L.P. ONLY)

         

        Each investor in ICON ECI Fund Fifteen, L.P. or ICON Oil &
        Gas Fund-A L.P. must sign the appropriate power(s) of attorney below.

         

        For Investors of ICON ECI Fund Fifteen, L.P.:



 


	 	 	•	By signing his/her name below (and effective upon admission as a limited partner of ICON ECI Fund Fifteen, L.P.), each Investor thereby makes, constitutes and appoints ICON Capital, LLC (the “Investment Manager”), each authorized officer of the Investment Manager and each person who shall thereafter become a substitute Investment Manager during the term of ICON ECI Fund Fifteen, L.P. with full power of substitution, as the true and lawful attorney-in-fact of, in the name, place and stead of, such shareholder, to the full extent, and for the purposes and duration, set forth in Section 15 of the Amended and Restated Partnership Agreement (the “Partnership Agreement,” all of the terms of which are hereby incorporated herein by this reference). 
	 	 	 	 
	 	 	•	Such purposes include, without limitation, the power to make, execute, sign, acknowledge, affirm, deliver, record and file any (a) document or instrument that the Investment Manager deems necessary or desirable to carry out fully the provisions of the Partnership Agreement (in the manner and for the purposes provided in Section 15.1 of the Partnership Agreement) and (b) amendment to the Partnership Agreement and to the Certificate of Limited Partnership of ICON ECI Fund Fifteen, L.P. (in the manner and for the purposes provided in Section 15.2 of the Partnership Agreement, including, without limitation, admission of shareholders to ICON ECI Fund Fifteen, L.P. and any application, certificate, instrument, affidavit or other document required or appropriate in connection with registration or documentation of ICON ECI Fund Fifteen, L.P.’s investments). 
	 	 	 	 
	 	 	•	The foregoing appointment shall not in any way limit the authority of the Investment Manager as attorney-in-fact for each shareholder of ICON ECI Fund Fifteen, L.P. under Section 15 of the Partnership Agreement. The power of attorney hereby granted is coupled with an interest, is irrevocable and shall survive the Investor’s death, incapacity, insolvency or dissolution or his/her/its delivery of any assignment of all or any portion of his/her/its shares.








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	X	 	 	 	 	 	X	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subscriptions cannot be

accepted without

signature(s)	 	 	 	 

        Investor’s Signature
	 	 

                                                       Date
	 	 	 	 

        Authorized Signature
 (Custodian/Trustee/Officer/Partner)
	 	 

                                  Date

	 	 	X	 	 	 	 	 	X	 	 	 	 
	 	 	 	 	Investor’s Signature	 	Date	 	 	 	Authorized Signature

(Custodian/Trustee/Officer/Partner)	 	Date




 











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For Investors of ICON Oil & Gas Fund-A L.P.:


 


	 	 	•	By signing his/her name below (and effective upon admission as either an Investor General Partner or a Limited Partner of ICON Oil & Gas Fund-A L.P.), each Investor thereby makes, constitutes and appoints ICON Oil & Gas GP, LLC (the “Managing General Partner”), each authorized officer of the Managing General Partner and each person who shall thereafter become a substitute Managing General Partner during the term of ICON Oil & Gas Fund-A L.P., with full power of substitution, as the true and lawful attorney-in-fact of, in the name, place and stead of, such Investor General Partner or Limited Partner, as applicable, to the full extent, and for the purposes and duration, set forth in Section 4.02(d)(1) of the Limited Partnership Agreement (all of the terms of which are hereby incorporated herein by this reference).
	 	 	 	 
	 	 	•	Such purposes include, without limitation, the power to make, execute, sign, acknowledge, affirm, deliver, record and file any (a) document or instrument that the Managing General Partner deems necessary or desirable to carry out fully the provisions of the Limited Partnership Agreement (in the manner and for the purposes provided in Section 4.02(d)(1) of the Limited Partnership Agreement) and (b) amendment to the Limited Partnership Agreement and/or to the Certificate of Limited Partnership of ICON Oil & Gas Fund-A L.P. (in the manner and for the purposes provided in Section 4.02(d)(1) of the Limited Partnership Agreement, including, without limitation, admission of Investor General Partners and/or Limited Partners, as applicable) and (c) application, certificate, instrument, affidavit or other document required or appropriate in connection with registration or documentation of investments.
	 	 	 	 
	 	 	•	The foregoing appointment shall not in any way limit the authority of the Managing General Partner as attorney-in-fact for each of the Investor General Partners and Limited Partners under Section 4.02(d)(1) of the Limited Partnership Agreement. The power of attorney hereby granted is coupled with an interest, is irrevocable and shall survive the Investor’s death, incapacity, insolvency or dissolution or his/her/its delivery of any assignment of all or any portion of his/her/its Interests.









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	X	 	 	 	 	 	X	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subscriptions cannot be

accepted without

signature(s)	 	 	 	 

        Investor’s Signature
	 	 

                                                       Date
	 	 	 	 

        Authorized Signature
 (Custodian/Trustee/Officer/Partner)
	 	 

                                  Date

	 	 	X	 	 	 	 	 	X	 	 	 	 
	 	 	 	 	Investor’s Signature	 	Date	 	 	 	Authorized Signature

(Custodian/Trustee/Officer/Partner)	 	Date


 


	 	 	 
	7.	 	SUBSCRIBER ACKNOWLEDGEMENTS AND SIGNATURES
	 	 	 


I hereby represent and warrant as follows:


(A power of attorney may not be granted to any person to
make such representations on behalf of investor(s).) Only fiduciaries such as trustees, guardians, conservators, custodians and
personal representatives may make such representations on behalf of an Investor.


 




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Each investor must initial each appropriate representation.


Note: Investors in Alabama, Arkansas, Maryland, Massachusetts
or Tennessee may not use this multi-offering subscription agreement to subscribe for shares of any offering described herein but
instead should refer to the subscription agreement for each offering.


 


	 	 	Investor	 	Co-Investor
	 	 	 	 	 
	For Investors of ALL offerings: 	 	 	 	 
	 	 	 	 	 
	a)	 	Initials 	 	Initials 
	I (we) have received a prospectus, as supplemented and amended through the date hereof, at least five business days prior to signing this subscription agreement, relating to the offering in which I am subscribing, wherein the terms and conditions of the offering are described, and agree to be bound by the terms and conditions therein.	 	 	 	 
	 	 	 	 	 
	b)	 	Initials 	 	Initials 
	I am (we are) purchasing the offered securities for my (our) own account and not with a view to distribution.	 	 	 	 
	 	 	 	 	 
	
        c)

        I (we) acknowledge that the offered securities are not liquid,
        there is no public market for the offered securities, and I (we) may not be able to sell the offered securities.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        d)

        I am either purchasing the offered securities for my own account,
        or if I am purchasing the securities on behalf of a trust or other entity of which I am trustee or authorized agent, (i) I have
        due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee
        or authorized agent, (ii) the trust or other entity meets all applicable requirements, as stated herein, for the contemplated investment
        and the purchase is an authorized investment for the trust or other entity under all applicable documents and/or agreements (articles
        of incorporation or corporate by-laws or action, partnership agreement, trust indenture, etc.) and applicable law.
	 	Initials 	 	Initials 
	 	 	 	 	 
	For Investors of CĪON Investment Corporation:	 	 	 	 
	 	 	 	 	 
	
        a)

        I (we) have received the final prospectus of CĪON Investment
        Corporation at least five business days before signing the subscription agreement.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        b)

        I (we) certify that I (we) have (1) a net worth (exclusive of
        home, home furnishings and automobiles) of $250,000 or more; or (2) a net worth (exclusive of home, home furnishings and automobiles)
        of at least $70,000 and had during the last tax year or estimate that I (we) will have during the current tax year a minimum of
        $70,000 annual gross income, or that I (we) meet the higher suitability requirements imposed by my state of primary residence as
        set forth in the prospectus under “Suitability Standards.”
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        c)

        Alabama residents only: I (we) certify that I
        (we) have a net worth of at least 10 times my (our) investment in CĪON Investment Corporation and other similar programs.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        d)

        California residents only: I (we) certify that
        I (we) must limit my (our) investment in CĪON Investment Corporation to 10% of my (our) net worth (excluding home, home furnishings
        and automobiles).
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        e)

        Iowa residents only: I (we) certify that I (we)
        have either (1) a net worth of $100,000 and annual gross income of $100,000; or (2) a liquid net worth of $350,000. I (we) further
        certify that my (our) total investment in CĪON Investment Corporation does not exceed 10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        f)

        Kansas residents only: I (we) certify that my
        (our) aggregate investment in CĪON Investment Corporation and other non-traded business development companies does not exceed
        10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        g)

        Kentucky residents only: I (we) certify that I (we) have
        either (1) a liquid net worth of $85,000 and annual gross income of $85,000; or (2) a liquid net worth of $300,000. I (we) further
        certify that my (our) total investment in CĪON Investment Corporation does not exceed 10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        h)

        Maine residents only: I (we) certify that my (our)
        aggregate investment in this offering and similar offerings will not exceed 10% of my (our) liquid net worth. For this purpose,
        “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable
        securities.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        i)

        Massachusetts residents only: I (we) certify that my
        (our) aggregate investment in CĪON Investment Corporation and other non-traded business development companies does not exceed
        10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        j)

        Nebraska residents only: I (we) certify that I
        (we) have: (i) either (a) an annual gross income of at least $100,000 and a net worth of at least $350,000, or (b) a net worth
        of at least $500,000; and (ii) I (we) will not invest more than 10% of my (our) net worth in CĪON Investment Corporation.
	 	Initials 	 	Initials 


 




    	9



    	 



    

 


	 	 	Investor	 	Co-Investor
	 	 	 	 	 
	
        k)

        New Jersey residents only: I (we) certify that
        I (we) have either (i) a liquid net worth of $85,000 and annual gross income of $85,000 or (ii) liquid net worth of $300,000. Additionally,
        I (we) certify that my (our) total investment in CĪON Investment Corporation and other non-traded business development companies
        does not exceed 10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        l)

        New Mexico residents only: I (we) certify that
        my (our) aggregate investment in CĪON Investment Corporation and other non-traded business development companies does not
        exceed 10% of my (our) liquid net worth.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        m)

        North Dakota residents only: I (we) certify that
        I (we) (1) have a net worth of at least ten times my (our) investment in CĪON Investment Corporation and its affiliates and
        (2) meet one of the established net income/net worth or net worth suitability standards.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        n)

        Oregon residents only: I (we) certify that my
        (our) investment in CĪON Investment Corporation does not exceed 10% of my (our) liquid net worth, exclusive of home, home
        furnishings and automobiles.
	 	Initials 	 	Initials 
	 	 	 	 	 
	
        o)

        Tennessee residents only: I (we) certify that
        I (we) have a minimum annual gross income of $100,000 and a minimum net worth of $100,000; or a minimum net worth of $500,000 exclusive
        of home, home furnishings and automobiles. In addition, I (we) certify that my (our) investment in CĪON Investment Corporation
        does not exceed 10% of my (our) liquid net worth.
	 	Initials 	 	Initials 


  


	 	 	Investor	 	Co-Investor
	Investors of ICON ECI Fund Fifteen, L.P.:	 	 	 	 
	 	 	 	 	 
	a) I (we) have received a final prospectus of ICON ECI Fund Fifteen, L.P. at least five business days prior to signing this subscription agreement.	 	Initials 	 	Initials 
	 	 	 	 	 
	b) I (we) either (i) have annual gross income of $70,000 plus a net worth of $70,000 (exclusive of the investment in this offering, my (our) home, home furnishings and automobiles) or a net worth of $250,000 (determined in the same manner), or (ii) meet any higher investor gross income and/or net worth standards applicable to residents of my (our) State, as set forth in the “Who Should Invest” section of the prospectus.	 	Initials 	 	Initials 
	 	 	 	 	 
	c) If I am an IRA or a Qualified Plan, I have been accurately identified as such in Sections 2 and 3.	 	Initials 	 	Initials 
	 	 	 	 	 
	d) I (we) have accurately identified myself (ourselves) in Section 2 as a U.S. Citizen, resident in the U.S. or Puerto Rico (individuals only) or a U.S. resident alien.	 	Initials 	 	Initials 
	 	 	 	 	 
	e) I (we) agree to redeem, upon demand, all of my (our) shares if I am (we are) no longer U.S. citizens, residents of the United States or Puerto Rico (individuals only), or resident aliens or if I am (we are) otherwise or become foreign partners for purposes of Section 1446 of the Internal Revenue Code of 1986 at any time while holding shares.	 	Initials 	 	Initials 
	 	 	 	 	 
	f) To the best of my (our) knowledge, all information in Sections 1-4 is accurate and may be relied upon by the Investment Manager of ICON ECI Fund Fifteen, L.P..	 	Initials 	 	Initials 
	 	 	 	 	 
	g) My (our) financial advisor has advised me (us) of all pertinent facts regarding the lack of liquidity and marketability of the shares, including the liquidation track record of other funds sponsored by the Investment Manager of ICON ECI Fund Fifteen, L.P. and its affiliates.	 	Initials 	 	Initials 
	 	 	 	 	 
	
        h) Kansas residents only: I (we) acknowledge that the
        Office of the Kansas Securities Commissioner recommends that Kansas investors not invest, in the aggregate, more than 10% of their
        liquid net worth (that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities) in this
        and similar direct participation investments.

         
	 	Initials 	 	Initials 


 




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	Investors of ICON Oil & Gas Fund-A L.P.:	 	 	 	 
	 	 	 	 	 
	a) I (we) have received a final prospectus of ICON Oil & Gas Fund-A L.P. at least five business days prior to signing this subscription agreement.	 	Initials 	 	Initials 
	 	 	 	 	 
	b) Subscribers for Investor General Partner interests only: I (we) (i) have annual gross income of $150,000 for the current year and the two previous years plus a net worth of $330,000 (exclusive of home, home furnishings and automobiles), or (ii) have a net worth of $750,000 (determined in the same manner), or (iii) have a net worth of $1,000,000 (inclusive of home, home furnishings and automobiles), or (iv) have an annual “gross income” (as defined in Section 61 of the Internal Revenue Code of 1986, as amended) in excess of $200,000 in the current year and the two previous years, or (v) meet any higher investor gross income and/or net worth standards applicable to residents of my (our) State, as set forth in the “Suitability Standards” section of the prospectus.	 	Initials 	 	Initials 
	 	 	 	 	 
	c) Subscribers for Limited Partner interests only: I (we) (i) have annual gross income of $85,000 plus a net worth of $85,000 (exclusive of the investment in this offering, home, home furnishings and automobiles) or (ii) have a net worth of $330,000 (determined in the same manner), or (iii) meet any higher investor gross income and/or net worth standards applicable to residents of my (our) State, as set forth in the “Suitability Standards” section of the prospectus	 	Initials 	 	Initials 
	 	 	 	 	 
	d) If I am an IRA or a Qualified Plan, I have been accurately identified as such in Sections 2 and 3.	 	Initials 	 	Initials 
	 	 	 	 	 
	e) I (we) have accurately identified myself (ourselves) in Section 2 as a U.S. Citizen, resident in the U.S. or Puerto Rico (individuals only) or a U.S. resident alien.	 	Initials 	 	Initials 
	 	 	 	 	 
	f) I (we) agree to redeem, upon demand, all of my (our) interests if I am (we are) no longer U.S. citizens, residents of the United States or Puerto Rico (individuals only), or resident aliens or if I am (we are) otherwise or become foreign partners for purposes of Section 1446 of the Internal Revenue Code of 1986 at any time while holding interests.	 	Initials 	 	Initials 
	 	 	 	 	 
	g) To the best of my (our) knowledge, all information in Sections 1-4 is accurate and may be relied upon by the Managing General Partner of ICON Oil & Gas Fund-A L.P.	 	Initials 	 	Initials 
	 	 	 	 	 
	h) My (our) financial advisor or investment advisor representative, as applicable, has advised me (us) of all pertinent facts regarding the lack of liquidity and marketability of the interests.	 	Initials 	 	Initials 


 





 






SUBSTITUTE IRS FORM W-9 CERTIFICATION


 


The Investor signing below, under penalties of perjury, certifies
that (i) the number shown on this subscription agreement is its correct taxpayer identification number (or it is waiting for a
number to be issued to it) and (ii) it is not subject to backup withholding either because (A) it is exempt from backup withholding,
(B) it has not been notified by the Internal Revenue Service (“IRS”) that it is subject to backup withholding as a
result of a failure to report all interest or dividends, or (C) the IRS has notified it that it is no longer subject to backup
withholding, and (iii) it is a U.S. person for federal tax purposes (including a U.S. resident alien).


 


YOU MUST CROSS OUT CLAUSE (ii) IN THIS CERTIFICATION AND
THE “SUBJECT TO BACKUP WITHHOLDING” BOX IN SECTION 2 SHOULD BE CHECKED IF THE INVESTOR HAS BEEN NOTIFIED BY THE IRS
THAT IT IS CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE IT HAS FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON ITS TAX RETURN.


 


The Internal Revenue Service does not require your consent
to any provision of this document other than this certification, which is required to avoid backup withholding.


 


By signing below, you hereby acknowledge receipt of the final
prospectus for the applicable Issuer, as supplemented and amended, which supplements and amendments are available at www.sec.gov,
not less than five (5) business days prior to the signing of this subscription agreement. You are encouraged to read the prospectus
carefully before making any investment decisions. You agree that if this subscription is accepted, it will be held, together with
the accompanying payment, on the terms described in the prospectus. You agree that subscriptions may be rejected in whole or in
part by the applicable Issuer in its sole and absolute discretion.


 




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You understand that you will receive a confirmation of your
purchase, subject to acceptance by the applicable Issuer, within 15 days from the date your subscription is received, and that
the sale of offered securities pursuant to this subscription agreement will not be effective until at least five business days
after the date you have received a final prospectus.


 


By signing below, you also acknowledge that you have been advised
that the assignability and transferability of the offered securities is restricted and governed by the terms of the relevant prospectus;
there are risks associated with an investment in the offered securities and you should rely only on the information contained in
the relevant prospectus and not on any other information or representations from other sources; and you should not invest in the
offered securities unless you have an adequate means of providing for your current needs and personal contingencies and have no
need for liquidity in this investment.


 


We are required by law to obtain, verify and record certain
personal information from you or persons on your behalf in order to establish the account. Required information includes name,
date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying
documents. If you do not provide the information, we may not be able to open your account. By signing the subscription agreement,
you agree to provide this information and confirm that this information is true and correct. You further agree that we may discuss
your personal information and your investment in the offered securities at any time with your then current financial advisor. If
we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have
identified potentially criminal or other illegal activity, we reserve the right to take action as we deem appropriate which may
include closing your account.


 


By signing below, you also acknowledge that you do not expect
to be able to sell your offered securities regardless of how we perform. We do not intend to list the offered securities on any
securities exchange for the foreseeable future, and we do not expect a secondary market to develop in the offered securities. As
a result, you should not expect to be able to resell the offered securities regardless of how we perform. If you are able to sell
the offered securities, you will likely receive less than the purchase price that you paid. Accordingly, an investment in the offered
securities is not suitable for investors that require short-term liquidity.


 


FOR SUBSCRIPTIONS TO ICON ECI FUND FIFTEEN, L.P. OR ICON OIL
& GAS FUND-A L.P., UPON THE SUBSCRIBER’S EXECUTION OF THIS SUBSCRIPTION AGREEMENT AND ACCEPTANCE THEREOF BY THE APPLICABLE
GENERAL PARTNER, THIS SUBSCRIPTION AGREEMENT WILL BECOME A PART OF THE APPLICABLE PARTNERSHIP AGREEMENT AND THE SUBSCRIBER HEREBYADOPTS,
AND AGREES TO BE BOUND BY, THE PROVISIONS OF THE PARTNERSHIP AGREEMENT AND THIS SUBSCRIPTION AGREEMENT.


 


	 	 	 	 	 	 	 
	Each Investor must sign.      	 	Signature of Investor — OR — Beneficial Owner	 	Date  / /	 	 
	 	 	 	 	 	 	 
	Custodian must sign on a custodial account.      	 	Signature of Co-Investor — OR — Custodian— OR — Trustee	 	Date  / /	 	 


 


	 	 	 
	Name of Investor/Trustee      	 	SSN/TIN


 




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8.  INVESTOR REPRESENTATIVE INFORMATION & SIGNATURES
(PLEASE PRINT CLEARLY)


 


The broker, financial adviser or other investor representative
(each an “Investor Representative”) signing below hereby warrants that it is duly licensed and may lawfully sell the
offered securities in the state designated as the Investor’s legal residence or is exempt from such licensing.


 


Name of Participating Broker-Dealer, RIA Firm or Financial
Institution   ̈ Check if recently employed by new Broker-Dealer,
RIA Firm or Financial Institution



 



	Name of Broker/Financial Adviser/Other Investor Representative      	 	Rep./Adviser Number


 


	Mailing Address      	 	o Check if updated address	 	 
	 	 	 	 	 
	City      	 	State	 	Zip Code
	 	 	 	 	 
	
         

        Email Address
	 	 	 	
        Telephone

        Fax



 





 



 


The undersigned confirms by its signature
that it (i) has reasonable grounds to believe that the information and representations concerning the Investor identified herein
are true, correct and complete in all respects; (ii) has verified that the form of ownership selected is accurate and, if other
than individual ownership, has verified that the individual executing on behalf of the Investor is properly authorized and identified;
(iii) has discussed such Investor’s prospective purchase of the offered securities with such Investor; (iv) has advised
such Investor of all pertinent facts with regard to the lack of liquidity and marketability of the offered securities; (v) has
delivered a current copy of the relevant prospectus and related amendments and supplements, if any, through the date hereof to
such Investor; (vi) no sale of offered securities shall be completed until at least five (5) business days after the date the
Investor receives a copy of the relevant prospectus, as amended or supplemented through the date hereof; (vii) has reasonable
grounds to believe that the purchase of such securities is a suitable investment for such Investor, that such Investor meets the
suitability standards applicable to such Investor set forth in the relevant prospectus (as amended or supplemented as of the date
hereof), and that such Investor is in a financial position to enable such Investor to realize the benefits of such an investment
and to suffer any loss that may occur with respect thereto; and (viii) has complied with all applicable terms of the applicable
selling agreement with the issuer of the offered securities. The above-identified entity, acting in its capacity as agent, broker,
financial advisor or other investor representative, has performed functions required by federal and state securities laws and,
as applicable, FINRA rules and regulations, including, but not limited to Know Your Customer, Suitability and PATRIOT Act (AML,
Customer Identification) as required by its relationship with the Investor(s) identified in this document.


 


	 	 	 	 	 
	Name of Broker/Financial Adviser/Other Investor Representative            	 	Signature of Broker/Financial Adviser/Other Investor Representative  	 	Date
	 	 	 	 	 
	Name of Registered Supervisory Principal                                                 	 	Signature of Registered Supervisory Principal	 	Date


  


	 	 	 	 	 



 


9.  INVESTOR INSTRUCTIONS


 


	 ̈	 
	 	By Mail – Checks should be made payable to the applicable entity as set out in the Instructions attached to this subscription agreement.   
	 	 
	 ̈	 
	 	By Wire Transfer – Wiring instructions available upon request. Forward this subscription agreement to the address listed below.   
	 	 
	 ̈	 
	 	By Asset Transfer   
	 	 
	 ̈	 
	 	Custodial Accounts – Forward this subscription agreement directly to the custodian, along with your check and the appropriate documents outlined in Section 3 of this subscription agreement.   


 


MAILING INSTRUCTIONS 


	REGULAR MAIL

ICON Capital, LLC

c/o DST Systems

P.O. Box 219476

Kansas City, MO 64121-9476

Tel: (800) 343-3736	 	OVERNIGHT

ICON Capital, LLC

c/o DST Systems

430 West 7th Street

Kansas City, MO 64105

Tel: (800) 343-3736


 




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APPENDIX A TO SUBSCRIPTION AGREEMENT


(FOR SUBSCRIBERS TO CĪON INVESTMENT
CORPORATION ONLY)

  

NOTICE TO STOCKHOLDER OF ISSUANCE OF

UNCERTIFICATED SHARES OF COMMON STOCK

Containing the Information Required by Section 2-211 of the

Maryland General Corporation Law


To: Stockholder


 


From: CĪON Investment Corporation


 


Shares of Common Stock, $0.001 par
value per share


 


CĪON Investment Corporation, a Maryland
corporation (the “Corporation”), is issuing to you, subject to acceptance by the Corporation, the number of shares
of its common stock (the “Shares”) that correspond to the dollar amount of your subscription as set forth in your subscription
agreement with the Corporation. The Shares do not have physical certificates. Instead, the Shares are recorded on the books and
records of the Corporation, and this notice is given to you about certain information relating to the Shares. All capitalized terms
not defined herein have the meanings set forth in the Corporation’s Articles of Incorporation, as the same may be amended
from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares
of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation
at its principal office.


 


The Corporation has the authority to issue
Shares of stock of more than one class. Upon the request of any stockholder, and without charge, the Corporation will furnish a
full statement of the information required by Section 2-211 of the Maryland General Corporation Law with respect to certain restrictions
on ownership and transferability, the designations and any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, terms and conditions of redemption of the Shares of each class
of stock that the Corporation has authority to issue, the differences in the relative rights and preferences between the Shares
of each series to the extent set, and the authority of the Board of Directors to set such rights and preferences of subsequent
series. Such requests must be made to the Secretary of the Corporation at its principal office.


 




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