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ESCROW AGREEMENT

This Escrow Agreement is dated and effective as of the 3rd day of April, 2007 and is made by and among ICON Securities Corp. (the Dealer-Manager), ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (the Company), ICON Capital Corp., a Connecticut corporation and the manager of the Company (the Manager) and JPMorgan Chase Bank, N.A., national association (the Escrow Agent).

A. The Company proposes to offer and sell up to 400,000 shares (the Shares) of limited liability company interests to investors at $1,000 per Share pursuant to a registration statement (the Registration Statement) filed with, and declared effective by, the U.S. Securities and Exchange Commission (the SEC).

B. The Company has agreed that the subscription price paid in cash by subscribers will be refunded to subscribers if less than 1,200 Shares (the Minimum Offering) have been sold and payment therefor received by the earlier to occur of the date which is (1) the first anniversary of the date on which the Offering Period (as defined in the Registration Statement) commenced or (2) any earlier date on which the Manager may elect to terminate the Offering (as defined in Companys Prospectus) (such date shall be referred to herein as the Escrow Termination Date).

C. The Company desires to establish an escrow account (the Escrow Account) with Escrow Agent for subscription payments pending receipt of aggregate subscriptions for not less than One Thousand Two Hundred (1,200) Shares ($1,200,000 of subscriptions) (the time at which the escrow established by this Agreement as to subscriptions from residents of all states other than Pennsylvania may be released) or Twenty Thousand (20,000) Shares ($20,000,000 of subscriptions) have been received (the time at which the escrow established by this Agreement as to subscriptions from residents of all states, including Pennsylvania may be released).

D. The Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties covenant and agree as follows:

1. Deposit with Escrow Agent. The Escrow Agent agrees that it will, from time to time, accept subscription payments for Shares (the Escrow Deposit) received by it from the Manager or the Dealer-Manager. Until such time as (1) at least 1,200 Shares have been sold, all checks for such subscription payments received from all subscribers shall be made payable to JPMorgan Chase Bank as Escrow Agent for ICON Leasing Fund Twelve, LLC and (2) at least 20,000 Shares have been sold, all checks for subscription payments from residents of the Commonwealth of Pennsylvania shall be made payable to JPMorgan Chase Bank as Escrow Agent for ICON Leasing Fund Twelve, LLC. Subscription Agreements for the Shares received

by the Manager shall be reviewed for accuracy by the Manager and, immediately thereafter, the Manager shall deliver to Escrow Agent information describing the name and address of the subscriber.

2. Escrow Deposits. The Escrow Agent shall, upon receipt of the checks remitted to it, deposit all Escrow Deposits in the Escrow Account. The Escrow Account shall be invested in (a) such obligations issued or guaranteed by the United States Government or any agency thereof, (b) such bank accounts, (c) such short-term certificates of deposit issued by a bank, or (d) such bank money-market accounts, as shall be designated in writing from time to time by the Company, such writing to specify the particular investment. Periodic statements will be provided to the Dealer-Manager and the Company reflecting transactions executed on behalf of the Escrow Account. The Dealer-Manager and the Company, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Account without any additional cost. Receipt of the Escrow Deposits shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by Parties to Escrow Agent within 30 calendar days after receipt thereof. The Escrow Deposits in the Escrow Account are not subject to claims by creditors, the Company, the Company's affiliates, the Escrow Agent or any selling agents until the Escrow Deposits are released pursuant to the terms of this Agreement.

3. Distribution of Escrow Deposits. The Escrow Agent shall distribute the Escrow Deposits as set forth in this Section 3, and the Escrow Agents obligations (other than those of Sections 3.3 and 5 hereof which, by their nature, must survive this Agreement) shall terminate upon such distributions, and the Escrow Agent shall be irrevocably released and discharged from any and all further responsibility or liability with respect to this Agreement.

3.1(a) At any time following sale of at least 1,200 Shares (exclusive of subscriptions from residents of the Commonwealth of Pennsylvania), the Manager shall (1) certify (in the form of Schedule 1 attached hereto) that the sale of such Shares has satisfied the Minimum Offering required for the Company to break escrow as to the subscription payments of residents of states other than the Commonwealth of Pennsylvania and (2) stipulate the date on which the Initial Closing Date and the release of the Escrow Deposits with respect to such investors and all related earnings thereon to the Company shall occur. Upon collection by the Escrow Agent of good funds for such subscription payments, the Escrow Agent shall make such distributions on the Initial Closing Date. Certification by an officer of the Manager as provided in Schedule 1 hereto shall constitute sufficient evidence for the purposes of this Section 3.1(a) that such events have occurred.

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