0001144204-14-040332 Sample Contracts

EXHIBIT B SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

Subscription Agreement and Power of Attorney • June 30th, 2014 • Acp Strategic Opportunities Fund Ii LLC

• Contract Type
  Subscription Agreement and Power of Attorney
• Filed
  June 30th, 2014
• Company
  Acp Strategic Opportunities Fund Ii LLC

___ (vi) The undersigned is a corporation, partnership or other entity, all the equity investors of which satisfy either (i) or (ii), above; or

INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement • June 30th, 2014 • Acp Strategic Opportunities Fund Ii LLC • Delaware

• Contract Type
  Investment Management Agreement
• Filed
  June 30th, 2014
• Company
  Acp Strategic Opportunities Fund Ii LLC
• Jurisdiction
  Delaware

AGREEMENT made this _21_ day of _March , 2014, by and among ACP Strategic Opportunities Fund II, LLC, a Delaware Limited Liability Company (the “Company”), Barlow Partners Inc. (the “Adviser”), a Delaware corporation and Ascendant Capital Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”).