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Murdock Opportunity Fund L.P. - Subscription Agreement and Power of Attorney

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Murdock Opportunity Fund L.P. Subscription Agreement and Power of Attorney

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THE MURDOCK OPPORTUNITY FUND L.P.

SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY

 

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY


By signing the Execution Page below, each subscriber (Subscriber) shall be deemed to have executed the Subscription Agreement, Power of Attorney and Limited Partnership Agreement dated the____ day of__________, 20__, as from time to time amended (the Agreement) for The Murdock Opportunity Fund L.P., a Delaware limited partnership, (the Partnership) and irrevocably subscribes for a Limited Partnership Interest (Interest) in the Partnership in the amount set forth on page 5 (for individuals) or 7 (for entities). The General Partner may accept or reject any subscription, in total or in part, in its sole discretion.

This Subscription Agreement must be accompanied by the Offeree Questionnaire (Exhibit C) and payment in the full amount of the subscription. The minimum subscription is $250,000.00, subject to the discretion of Murdock Opportunity Corp. (the General Partner) to accept less. Checks should be made payable to THE MURDOCK OPPORTUNITY FUND L.P. All wire transfers should be directed to HSBC Bank, 555 Madison Avenue, New York, New York 10022 ABA #021001088; for further credit to: THE MURDOCK OPPORTUNITY FUND L.P., Account #012-80260-3; Notify Ms. Manveen Bedi, at: 212-980-4444. If a Subscriber’s subscription is accepted, Subscriber agrees to contribute his subscription to the Partnership and to be bound by the terms of the Limited Partnership Agreement and the Information Memorandum (Memorandum). Subscriber agrees to reimburse the Partnership and the General Partner for any expense or loss incurred as a result of the cancellation of Subscriber's Interest due to a failure of Subscriber to deliver good funds in the amount of the subscription price.

1. SUBSCRIPTION FOR INTERESTS. The undersigned hereby irrevocably subscribes for a Limited Partnership Interest (Interest) in The Murdock Opportunity Fund L.P., in the amount set forth on page 5 (for individuals) or 7 (for entities) of the Limited Partnership Agreement (minimum investment of $250,000.00 subject to the General Partner's discretion to accept less from certain qualified Subscribers).

2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. As an inducement to the General Partner to accept this subscription, Subscriber (for the Subscriber and, on behalf of and with respect to each of Subscriber's shareholders, partners or beneficiaries, if any), by executing and delivering this Subscription Agreement, represents and warrants to the Partnership, the General Partner, and the Additional Seller, if any, who solicited Subscriber's subscription as follows:

(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and carefully read a copy of the Memorandum including the Form ADV for the Partnership's adviser and the Limited Partnership Agreement, relating to, and describing, the terms and conditions of the private placement of Interests.

(b) I have carefully reviewed and understand the various conflicts of interest, risks and expenses relating to the Partnership summarized in the Memorandum and I can afford to bear the risks of an investment in the Partnership, including the risk of losing my entire investment. I understand that the Partnership may select brokers and dealers that provide the General Partner with various products and services. It is possible that the brokerage commissions paid to such brokers might be higher than those available from other brokers.

(c) I understand that no federal or state agency has made any findings or determination as to the merits or fairness of an investment in the Partnership.

(d) The Interests are being subscribed for my own account for investment and not with a view to resale or distribution. I recognize that the Interests have not been registered under state or federal securities laws. I understand that I may not assign, transfer or dispose of, by gift or otherwise, my Interest or any part or all of my right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. I further understand that no assignment or transfer will be permitted unless the General Partner is satisfied that (i) the assignment or transfer would not violate the 1933 Act or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under applicable provisions of the Internal Revenue Code (the Code) and appropriate state taxing statutes; (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code; and (iv) such assignment or transfer will not cause the Partnership to be required to be registered as an Investment Company under the Investment Company Act of 1940, as amended. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) (iii) and (iv) above. All costs related to such transfer (including attorney's fees) shall be borne by the assignor/transferor. Notwithstanding the foregoing, the General partner may, in its sole discretion, refuse to permit a transfer of any interest.

(e) I have been furnished any materials relating to the Partnership and its operations, and any other related matters, which I have requested; the General Partner and its representatives have answered to my satisfaction all inquiries that I have put to them relating thereto and I have been afforded the opportunity to ask questions and obtain any additional information necessary to verify the accuracy of any representation or information set forth in the Memorandum or the Agreement.

(f) I have not been furnished any offering material or literature which was not accompanied by the Memorandum and I have relied only on the information in the Memorandum and the information furnished or made available to me pursuant to paragraph (e) above in determining to subscribe for Interests.

(g) The Subscriber acknowledges that it has not relied on the Partnership or the General Partner for any tax advice and that the Subscriber has relied solely on its own tax advisors for advice regarding the tax implications and consequences of an investment in the Partnership. If the subscriber is a tax exempt entity it acknowledges that it is aware that the Partnership may use borrowed funds to invest and that as a result an investment in the Partnership may generate taxable income to it.

(h) All information that Subscriber has heretofore furnished to the General Partner or that is set forth in this Subscription Agreement or the Confidential Offeree Questionnaire submitted by Subscriber is correct and complete as of the date thereof and, if there should be any material change in such information prior to acceptance of Subscriber's subscription, Subscriber will immediately furnish such revised or corrected information to the General Partner.

(i) Unless (j) or (k) below is applicable, Subscriber’s subscription is made with Subscriber’s funds for Subscriber's own account and not as trustee, custodian or nominee for another.

(j) The subscription, if made as custodian for a minor, is a gift Subscriber has made to such minor and is not made with such minor's funds or, if not a gift, the representations as to net worth and annual income set forth below apply only to such minor.

(k) If Subscriber is subscribing as a trustee or custodian of an employee benefit plan with an individual beneficiary or of an individual retirement account, Subscriber is legally competent to sign below and the representations set forth herein apply only to the beneficiary of such plan or account.

(l) If Subscriber is subscribing in a representative capacity, Subscriber has full power and authority to purchase the Interest and enter into and be bound by the Agreement and Subscription Agreement (including the Power of Attorney) on behalf of the entity for which he is purchasing the Interest, and such entity has full right and power to purchase such Interest and enter into and be bound by the Agreement and Subscription Agreement and to become a Limited Partner pursuant to the Agreement.

(m) I understand that the foregoing representations and warranties may be used as a defense in any actions relating to the Partnership, the General Partner or the offering of the Interests.


3. SPECIAL REPRESENTATION BY CORPORATIONS, PARTNERSHIPS, TRUSTS AND OTHER ENTITIES. If Subscriber is a corporation, partnership, trust or other entity, it is not (i) an investment company registered under the Investment Company Act of 1940 (ICA); (ii) an entity exempt from registration as an investment company pursuant to Section 3(c)(1) of the ICA (a private investment company); or (iii) an entity exempt from registration as an investment company pursuant to Section 3(c)(7) of the ICA (an excepted investment company). Unless otherwise agreed to in writing by the General Partner, such entities may not purchase Interests in the Partnership.

4. ACCEPTANCE OF PARTNERSHIP AGREEMENT. I agree that as of the date of the acceptance of my subscription by the Partnership, I shall become a Limited Partner, and I hereby agree to each and every term of the Agreement.

5. SUITABILITY OF SUBSCRIBERS. I meet the suitability standards set forth in the Memorandum and have accurately completed the Confidential Offeree Questionnaire.

6. SPECIAL POWER OF ATTORNEY. The Subscriber by his execution below does irrevocably constitute and appoint the General Partner, with power of substitution, as his true and lawful attorney-in-fact, in his name, place and stead, to execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf and file and record in the appropriate public offices and publish (as may be appropriate): (i) the Amended and Restated Partnership Agreement, including any amendments adopted as provided therein; (ii) certificates of limited partnership in various jurisdictions, and amendments thereto, and certificates of assumed name or doing business under a fictitious name with respect to the Partnership; (iii) all conveyances and other instruments which the General Partner deems appropriate to qualify or continue the Partnership as a partnership in the jurisdictions in which the Partnership may conduct business or which may be required to be filed by the Partnership or the Partners under the laws of any jurisdiction to reflect the dissolution or termination of the Partnership or to reorganize or refile the Partnership in a different jurisdiction, provided that the reorganization or refiling does not result in a material change in the rights of the Partners; (iv) to admit additional Limited Partners and, to the extent that it is necessary under the laws of any jurisdiction, to file amended certificates or agreements of limited partnership or other instruments, including supplemental affidavits of capital contribution, to reflect such admission, to execute, file and deliver such certificates, agreements and instruments; (v) to file, prosecute, defend, settle or compromise litigation, claims or arbitration on behalf of the Partnership; and (vi) to enter into agreements with third parties (including the General Partner and affiliates of the General Partner) and various brokerage agreements with various brokers or dealers including brokers or dealers that provide investment information or other services to the General Partner. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive the incapacity or death of a Limited Partner. The signatory agrees to be bound by any representation made by the General Partner and by any successor's thereto, acting in good faith pursuant to such Power of Attorney, and the signatory hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successors thereto, taken in good faith under such Power of Attorney.


EXECUTION PAGE FOR SUBSCRIPTIONS BY INDIVIDUALS

NOT APPLICABLE FOR SUBSCRIPTIONS BY ENTITIES


Subscription Amount for The Murdock Opportunity Fund L.P. Interests:

$___________________

Name(s) in which the Interests are to be registered:

________________________________________________________________________

Name of Subscriber Social Security Number

________________________________________________________________________

Address of Subscriber

If Joint Owner:

________________________________________________________________________

Name of Subscriber Social Security Number

________________________________________________________________________

Address of Subscriber

The Interests are to be registered as follows (check one):

___ INDIVIDUAL OWNERSHIP (The individual owner must sign below and complete a Confidential Offeree Questionnaire.)

___ TENANTS IN COMMON (All tenants must sign below and complete a separate Confidential Offeree Questionnaire.)

___ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP (All tenants must sign below and complete a separate Confidential Offeree Questionnaire.)

___ COMMUNITY PROPERTY (Both spouses must sign below and complete a separate Confidential Offeree Questionnaire. Only applicable to residents of states with community property laws.)


IN WITNESS WHEREOF, by signing below, the undersigned hereby executes (i) the Subscription Agreement, (ii) the Limited Partnership Agreement, and (iii) the Power of Attorney, as of the day, month and year set forth below.


________________________________________________________________________

Signature of Subscriber                                       Signature of Subscriber

________________________________________________________________________

Printed Name of Signatory              Date            Printed Name of Signatory Date



EXECUTION PAGE FOR SUBSCRIPTIONS BY ENTITIES

NOT APPLICABLE FOR SUBSCRIPTIONS BY INDIVIDUALS


Subscription Amount for The Murdock Opportunity Fund L.P. Interests:


$___________________

Name(s) in which the Interests are to be registered:

________________________________________________________________________

Name of Subscriber Taxpayer Identification Number

________________________________________________________________________

Address of Subscriber

If a Trust or Retirement Plan:

________________________________________________________________________

Name of Trustee or Custodian Taxpayer Identification Number

________________________________________________________________________

Address of Trustee or Custodian

Form or organization of entity (check one):

___ CORPORATION (An authorized officer must sign below and complete a Confidential Offeree Questionnaire. In addition, corporations must include a duly signed resolution authorizing the subscription for Interests.)

___ PARTNERSHIP (An authorized partner must sign below and complete a separate Confidential Offeree Questionnaire.)

___ TRUST OR RETIREMENT PLAN (An authorized trustee or custodian must sign below and complete a Confidential Offeree Questionnaire.)


The undersigned trustee, custodian, corporate officer or partner certifies that he has full power and authority from all beneficiaries, shareholders or partners of the entity named below to execute this Agreement on behalf of the entity and to make the representations and warranties made herein on their behalf and that investment in the Partnership has been affirmatively authorized by the governing board or body of such entity and is not prohibited by law or the governing documents of the entity.

IN WITNESS WHEREOF, by signing below, the undersigned hereby executes (i) the Subscription Agreement, (ii) the Limited Partnership Agreement and (iii) the Power of Attorney, as of the day, month and year set forth below.

________________________________________________________________________

Printed Name and Title of Signatory

________________________________________________________________________

Signature of Authorized Trustee, Custodian, Partner or Corporate Officer

___________________

Date

United States Taxable Investors only


I have checked the following box if the subscribing entity is subject to backup withholding under the provisions of § 3406(a)(1)(C) of the Internal Revenue Code: ___ Under the penalties of perjury, I hereby certify by signature above that the Social Security or Taxpayer Identification Number shown on this Agreement is the true, correct and complete Number for the subscribing entity and that the information given in the immediately preceding sentence is true, correct and complete.

Non-United States Investors Only


Under penalties of perjury, by signature above and checking the box below, I hereby certify that the subscribing entity is a non-resident alien for United States federal income tax purposes and is not a citizen or resident of the United States. ___


TO BE COMPLETED BY ACCOUNT EXECUTIVE


The undersigned certifies that he/she has informed the subscriber of all pertinent facts relating to the liquidity and marketability of the Interests as set forth in the Memorandum (Memorandum).

The undersigned has reasonable grounds to believe on the basis of information obtained from the subscriber concerning his/her investment objectives, other investments, financial situation and needs, and any other information known by the undersigned, that: (i) the subscriber is or will be in a financial position appropriate to enable him or hereto realize to a significant extent the benefits described in the Memorandum; (ii) the subscriber has a fair market net worth sufficient to sustain the risks inherent in the Partnership, including loss of investment and lack of liquidity; and (iii) the Partnership is otherwise a suitable investment for the subscriber. The undersigned also represents and warrants that in soliciting the subscribers, he/she complied with all applicable sections of Rule 4(2) of the 1933 Act and Regulation D thereunder.

_______________________________________________

Name of Firm

_______________________________________________

Printed Name of Account Executive

_______________________________________________

Signature of Account Executive

_______________________________________________

Date


CONFIDENTIAL OFFEREE QUESTIONNAIRE

 

TO BE COMPLETED AND DELIVERED BY EACH OFFEREE
CONCURRENT WITH THE DELIVERY OF SUBSCRIPTION AGREEMENT


Limited Partnership Interests (the Interests) offered by The Murdock Opportunity Fund L.P., (the Partnership) will not be registered under the 1933 Act, as amended, or the laws of any state. In order to insure that the offer and sale of the Interests are exempt from registration under the 1933 Act and state law, the Partnership must be reasonably satisfied after making reasonable inquiry that each offeree, or his Offeree Representative, if used, has such knowledge and experience in financial and business matters that he is (or they together are) capable of evaluating the merits and risks of an investment in the Partnership, that each such offeree is able to bear the economic risk of the investment and meets the financial requirements determined by the General Partner to invest in the Partnership. This Confidential Offeree Questionnaire is designed to provide the Partnership with the information necessary to make a determination of whether the undersigned satisfies these suitability requirements.

The information supplied in this Confidential Offeree Questionnaire will be disclosed to no one without the consent of the undersigned, other than (i) the Partnership, its General Partner and employees, agents, accountants and counsel of the foregoing, (ii) state and federal securities authorities, if it is necessary for the Partnership, its General Partner, or any sales agent of the Partnership to use such information to support the exemption from registration under the 1933 Act and state law which it claims for the offering or (iii) other regulatory organizations.

BECAUSE THE PARTNERSHIP WILL RELY ON THE ANSWERS OF THE UNDERSIGNED IN ORDER TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS, IT IS IMPORTANT THAT THE UNDERSIGNED CAREFULLY ANSWER EACH QUESTION. OFFEREES MAY BE HELD LIABLE FOR ANY MISSTATEMENT OR OMISSION IN THIS QUESTIONNAIRE.

All Offerees should complete Part I and Part IV.

Individuals and IRA Accounts must also complete Part II.

Corporations, partnerships, trusts and "retirement plans" including, but not limited to, any employee benefit plan within the meaning of ERISA, a corporate pension and profit-sharing plan, a "Keogh" plan and a retirement or employee benefit plan not subject to ERISA, other than IRA Accounts (collectively referred to herein as a "retirement plan") must also complete Part III.

If you have any questions relating to an investment in the Partnership, please contact your selling agent or The Murdock Opportunity Fund L.P., at (212) 421-2545.


PART I

TO BE COMPLETED BY ALL OFFEREES


1. Name: ______________________________________________________________

Social Security Number, Taxpayer Identification Number or equivalent:

_______________________________________________________________________

2. The undersigned did not retain an Offeree Representative to provide advice as to the merits of and risks of a prospective investment in the Partnership. Yes ___ No ___

or

The undersigned did retain an Offeree Representative to provide advice as to the merits and risks of a prospective investment in the Partnership.
Yes ___ No ___

The name, occupation, business address and telephone number of the Offeree Representative are listed below:

_______________________________________________________________________

3. Are Interests being purchased solely for the account of the undersigned? Yes ___ No ___

If not, please indicate who else will have a direct or indirect interest in the Interests purchased and the nature of that interest?

_______________________________________________________________________

What is the address of the person(s) having such interest?

_______________________________________________________________________

What is the relation of the person(s) holding such interest to the undersigned, e.g., family member?

_______________________________________________________________________

Persons having an interest will be required to complete a separate Confidential Offeree Questionnaire and execute a Subscription Agreement and Power of Attorney,

4. Has the undersigned received and read the current Information Memorandum of the Partnership?
Yes ___ No ___

5. By reason of the undersigned's knowledge and experience in financial and business matters in general, and investments in particular, or the knowledge and experience in financial and business matters of any Offeree Representative the undersigned may engage, the undersigned has, or the Offeree Representative and the undersigned together have sufficient knowledge and experience to evaluate adequately the merits and risks of an investment by the undersigned in the Partnership.
Yes ___ No ___

6. Considering all of the facts and circumstances, including family matters, tax and other financial responsibilities, the undersigned concludes that the undersigned is able to bear the full economic risk of this investment including the loss of the entire investment amount.
Yes ___ No ___

7. The undersigned fully understands that the Interests are not freely transferable and are subject to significant resale and withdrawal restrictions.
Yes ___ No ___

8. The undersigned is acquiring the Interests solely for the undersigned’s own account as principal for investment purposes only and not with the present intention of, or a view to, the resale or distribution thereof, in whole or in part.
Yes ___ No ___

9. The undersigned represents and warrants that the information contained in this Confidential Offeree Questionnaire is complete, true and correct, that it may be relief upon by the Partnership, its General Partner, or any sales agent of the Partnership, and that the undersigned will notify the General Partner immediately of any material change in any statement made therein occurring prior to issuance of the Interests to be the undersigned.
Yes ___ No ___

10. If the undersigned is a retirement plan, trust, corporation partnership or other entity, then the undersigned trustee, custodian, corporate officer, partner or member has full power and authority from all beneficiaries, shareholders, partners or members of the entity named below to execute this Confidential Offeree Questionnaire on behalf of the entity and to make the representations and warranties made herein on their behalf and that investment in the Partnership has been affirmatively authorized by the governing board or body of such entity and is not prohibited by law or the governing documents of the entity.
Yes ___ No ___

11. Have you ever had a securities brokerage account? Yes ___ No ___

12. Have you ever before bought securities that were exempt from federal and state registration?
Yes ___ No ___

13. Have you ever before invested in a limited partnership? Yes ___ No ___

14. Is the percentage of your net worth to be invested in the Partnership less than 25% of your total net worth?
Yes ___ No ___

15. In addition to the foregoing general information, each offeree must complete the applicable section below:

I am an accredited investor:

(i) My individual net worth, or joint net worth with my spouse, exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles). Yes ___ No ___

or

(ii) (a) My individual income is in excess of $200,000 in each of the two most recent years and I reasonably expect an income in excess of $200,000 in the current year. Yes ___ No ___

or

(b) My joint income with my spouse is in excess of $300,000 in each of the two most recent years and I reasonably expect the same income level in the current year. Yes ___ No ___

FOR CORPORATIONS, BUSINESS TRUSTS OR PARTNERSHIPS

(i) The corporation, partnership or business trust: (a) was not formed for the specific purpose of acquiring an Interest in the Partnership, and (b) has total assets in excess of $5,000,000. Yes ___ No ___

or

(ii) All of the equity owners of the subscribing entity have: (a) an individual net worth, or joint net worth with spouse, which exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles); or (b) an individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year; or (c) a joint income with spouse which is in excess of $300,000 in each of the two most recent years and reasonably expect the same income level in the current year, Yes ___ No ___

Please list below the names of all equity owners and the manner in which they qualify as accredited investors (check applicable category):

Name of All Equity Owners $1,000,000 $200,000 Individual Net Worth $300,000 Joint Income
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )



FOR TRUSTS

(i) The trust has total assets in excess of $5,000,000 and its investment in the Partnership is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Partnership. Yes ___ No ___

or

(ii) The trustee of the subscribing trust is: (a) a bank as defined in Section 3(a)(2) of the 1933 Act; (b) acting in its fiduciary capacity as trustee; and (c) subscribing for the purchase of the Interest on behalf of a trust Yes ___ No ___

or

(iii) The subscribing trust is a revocable trust that may be amended or revoked at any time by the grantors thereof and all of the grantors have: (a) an individual net worth, or joint net worth with spouse, which exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles; or (b) an individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year; or (c) a joint income with spouse which is in excess of $300,000 in each of the two most recent years and reasonably expect the same income level in the current year. Yes ___ No ___

Please list below the names of all grantors and the manner in which they qualify as accredited investors (check applicable category):

Name of All Grantors
$1,000,000 Net Worth
$200,000 Individual Net Worth $300,000 Joint Income
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )



FOR EMPLOYEE BENEFIT PLANS (INCLUDING KEOGH PLANS) NOT IRAs

(i) The plan is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000.
Yes ___ No ___

or

(ii) The Offeree is an employee benefit plan within the meaning of ERISA and the investment decision is made by a plan fiduciary, as defined by Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser. Please state the name of such plan fiduciary.
Name: Yes ___ No ___

or

(iii) All of the Offeree's plan participants have: (a) an individual net worth, or joint net worth with spouse, which exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles); or (b) an individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year; or (c) a joint income with spouse which is in excess of $300,000 in each of the two most recent years and reasonably expect the same income level in the current year. Please list below the names of all such participants and the manner in which they qualify (check applicable category in the table below):
Yes ___ No ___

or

(iv) Offeree is (a) a defined contribution or defined benefit plan qualified under Section 401 (a) of the Code of 1986, as amended; (b) the plan provides for segregated accounts for each plan participant; (c) the plan documents provide each plan participant with the authority to direct the plan trustee to make this investment of all or part of the assets attributable to the plan participant's account to the extent of the participant's voluntary contribution plus that portion of the employers contributions which have vested to the plan participant's benefit: (d) the plan participant has directed the plan trustee to make this investment; and (e) the plan participant has (i) an individual net worth, or joint net worth with spouse, which exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles); or (ii) an individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year; or (iii) a joint income with spouse which is in excess of $300,000 in each of the two most recent years and reasonably expect the same income level in the current year. Yes ___ No ___

Please list below the names of all such participants and the manner in which they qualify (check applicable category in the table below):

Name of All Participants
$1,000,000 Net Worth
$200,000 Individual Net Worth $300,000 Joint Income
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )
  ( _______ ) ( _______ ) ( _______ )



FOR 501 (c)(3) ORGANIZATIONS

Offeree: (a) is an organization described in Section 501 (c)(3) of the Code not formed for the specific purpose of acquiring the Interest, and (b) has total assets in excess of $5,000,000.
Yes ___ No ___

FOR INDIVIDUAL RETIREMENT ACCOUNTS

Offeree certifies that the beneficiary of the IRA has: (a) an individual net worth, or joint net worth with spouse, which exceeds $1,000,000 (net worth for these purposes includes home, furnishings and automobiles); (b) an individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year; or (c) a joint income with spouse which is in excess of $300,000 in each of the two most recent years and reasonably expect the same income level in the current year.
Yes ___ No ___

PART II

TO BE COMPLETED BY ALL INDIVIDUAL AND IRA ACCOUNT OFFEREES ONLY

1. Primary Residence Address:_________________________________

Primary Residence Telephone Number:_________________________

2. Date of Birth:______________________________________________

3. Principal Occupation:_______________________________________

4. Current Employer and Position Held:_________________________

5. Business Address:__________________________________________

6. Business Telephone Number:_______________________________

7. a. In which State(s) do you file income tax returns? ______

     b. In which State do you hold a valid driver's license?________

     c. In which State are you registered to vote?_____

For Individual Offeree: By executing below, the Offeree represents and warrants that the information contained in this Confidential Offeree Questionnaire is true, accurate and complete.

_______________________________________________

Signature of Offeree

_______________________________________________

Date

_______________________________________________

Signature of Joint Offeree

_______________________________________________

Date



PART III

TO BE COMPLETED BY ALL ENTITIES, CORPORATIONS,
PARTNERSHIPS,TRUSTS AND RETIREMENT PLAN OFFEREES
(OTHER THAN IRA ACCOUNTS)



1. Primary Business Address:____________________________________________

Primary Business Telephone Number: ___________________________________

2. Date and State of Incorporation/Formation:____________________________

3. Nature of Business:_____________________________________________

4. Number of shareholders, partners and beneficiaries? __________________

5. Was the entity formed for the specific purpose of investing in the Partnership? If yes, each shareholder, partner or beneficiary must complete a separate Confidential Offeree Questionnaire as an Individual.
Yes ___ No ___

6. Is the entity is an investment company, private investment company or an excepted investment company as those terms are defined in Section 3 of Exhibit B (the Subscription Agreement, Power of Attorney and Partnership Agreement Execution Page) hereto?
Yes ___ No ___

For Entity Offeree: By executing below, the Offeree represents and warrants that the information contained in this Confidential Offeree Questionnaire is true, accurate and complete.



_______________________________________________

Name of Entity

_______________________________________________

Signature of Authorized Trustee,
Custodian, Partner or Corporate Officer

_______________________________________________

Printed Name and Title of Signatory

_______________________________________________

Date




PART IV

HOT ISSUES QUESTIONNAIRE FOR ALL OFFEREES


The NASD prohibits and restricts certain persons from profiting from the gains on "hot issues" securities issued in a public offering that trade at a premium in the secondary market. The following questions are designed to assist the General Partner in determining whether Subscribers are restricted or prohibited from purchasing hot issues. If Offeree is an individual, all of the following questions should be answered for that person and for all persons that will have a Beneficial Interest in that person's Interest. If Offeree is a corporation, trust, partnership, LLC or other entity, all of the following questions should be answered with respect to that entity and all individuals having a Beneficial Interest in that entity.

Definitions

Account of Bona Fide Public Customers includes insurance company general, separate and investment accounts, and bank trust accounts.

Applicable Entity means a U.S. or non-U.S. bank, savings and loan institution, insurance company, investment company or investment adviser, and any other institutional account (including, but not limited to, hedge funds, investment partnerships, investment corporations, or investment clubs).

Associated Person means (a) a sole proprietor, member, partner, officer, director, branch manager, employee or agent of a Broker-Dealer, (b) any natural person occupying a similar status or performing similar function(s) to such person, or (c) any natural person engaged in the investment banking or securities business who is, directly or indirectly, controlling or controlled by a Broker-Dealer, whether or not such person is registered with the NASD.

Beneficial Interest includes not only direct and indirect ownership interests, but every type of direct financial interest.

Broker-Dealer means a broker or dealer as defined in the NASD's By-Laws other than a Broker or Dealer engaged solely in the purchase or sale of either investment company/variable contracts securities or direct participation program securities. Please note that hedge funds, investment partnerships, investment corporations, and investment clubs may be Broker-Dealers.

Hot Issues means securities of a public offering that trade at a premium in the secondary market whenever such secondary market begins.

Immediate Family includes parents, mother-in-law or father-in-law, husband or wife, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children. In addition, the term Immediate Family includes any other person who is supported, directly or indirectly, to a material extent, by a Broker-Dealer or an Associated Person.

1. Are you a Broker-Dealer? Yes ____ No ____

2. Are you an Associated Person? Yes ____ No ____

3. (a) Are you a member of the Immediate Family of an Associated Person?

Yes ____ No ____

IF YOUR ANSWER IS NO, PLEASE SKIP THE REST OF THIS QUESTION 3

(b) Is such Associated Person only an Associated Person because he or she is an employee or agent of a Broker-Dealer?

Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 3

(c) Does such Associated Person support you directly or indirectly to a material extent?

Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 3

(d) Please indicate whether:

(i) any sale of Hot Issues has been or may in the future be made to the Partnership by an employer of such Associated Person:

Yes ____ No ____

(ii) such Associated Person has the ability to control the allocation of any Hot Issues that have been or may in the future be sold to the Partnership:

Yes ____ No ____

4. Are you:

(a) a senior officer of an Applicable Entity: Yes ____ No ____

(b) a person in the securities department of an Applicable Entity:
Yes ____ No ____

(c) an employee or a person who may influence or whose activities directly or indirectly involve or are related to the function of buying or selling securities for an Applicable Entity: Yes ____ No ____

(d) supported directly or indirectly, to a material extent, by any person described in clauses (a), (b) or (c) above: Yes ____ No ____

5. Are you either:

(a) a finder in respect of public offerings of securities or a person acting in a fiduciary capacity to managing underwriters of public offerings of securities, including, among others, attorneys, accountants and financial consultants:

Yes ____ No ____

(b) supported directly or indirectly, to a material extent, by any person described in clause (a) ?

Yes ____ No ____

6. Additional Instructions: If Offeree is an individual, Question 6 also should be answered for any member of Offeree's Immediate Family who supports Offeree, directly or indirectly, to a material extent.

Do you own or have you contributed capital to a Broker-Dealer, directly or indirectly?

Yes ____ No ____

IF YOUR ANSWER IS NO, PLEASE SKIP THE REST OF THIS QUESTION 6

(b) Is your purchase of an Interest in the Partnership solely for the benefit of the Account(s) of Bona Fide Public Customers?

Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 6

(c) Is your investment in a Broker-Dealer active? Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 6

Does your investment in a Broker-Dealer constitute 10% or more of the equity or capital of such Broker-Dealer?

Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 6

Are shares of the Broker-Dealer in which you have such investment, or shares of a parent of such Broker-Dealer, publicly-traded on an exchange or Nasdaq?  Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 6

(f) Have sales of Hot Issues been made to the Partnership, or may sales of Hot Issues in the future be made to the Partnership, by the Broker-Dealer in which you have an investment?

Yes ____ No ____
(g) Are you in a position by virtue of your passive ownership interest in a Broker-Dealer to direct the allocation of Hot Issues? Yes ____ No ____

7. (a) Are you an employee benefits plan qualified under ERISA? Yes ____ No ____

IF YOUR ANSWER IS NO, PLEASE SKIP THE REST OF THIS QUESTION 7

(b) Are you sponsored by a Broker-Dealer? Yes ____ No ____

IF YOUR ANSWER IS YES, PLEASE SKIP THE REST OF THIS QUESTION 7

(c) Are you sponsored by a broker or dealer engaged solely in the purchase or sale of either investment company/variable contracts securities or direct participation program securities?

Yes ____ No ____

Are you sponsored by an entity that is engaged in financial services activities, including, but not limited to, banks, insurance companies, investment advisors, or other money managers?

Yes ____ No ____

IF YOUR ANSWER IS NO, PLEASE SKIP THE REST OF THIS QUESTION 7

(e) Do you permit participation by a broad class of participants and are not designed primarily for the benefit of persons restricted from purchasing Hot Issues under the NASD's conduct rules?

Yes ____ No ____

BASED ON OFFEREE'S ANSWERS TO THE ABOVE QUESTIONS, THE GENERAL PARTNER WILL DETERMINE WHETHER OFFEREE MAY BE A "RESTRICTED PERSON" UNDER THE CONDUCT RULES OF THE NASD CONCERNING HOT ISSUES. RESTRICTED PERSONS MAY NOT BE ALLOCATED A SHARE OF GAINS, LOSSES AND EXPENSES WITH RESPECT TO HOT ISSUES.

OFFEREE AGREES TO NOTIFY THE GENERAL PARTNER IMMEDIATELY IN WRITING IF THE INFORMATION CONTAINED IN THESE HOT ISSUES QUESTIONS IS NO LONGER IS ACCURATE.



REQUEST FOR WITHDRAWAL

The Murdock Opportunity Fund L.P.

c/o ________________________,

Address _____________________



Dear Sir/Madam:

I hereby request withdrawal, as is defined in, and subject to all of the terms and conditions of, the Limited Partnership Agreement for The Murdock Opportunity Fund L.P. (the Partnership), of $__________ of my Interest in the Partnership. I (either in my individual capacity or as a authorized representative of an entity, if applicable) hereby represent and warrant that I am the true, lawful and beneficial owner of the Interest of the Partnership to which this Request relates with full power and authority to request withdrawal of my Interest. My Interest is not subject to any pledge or otherwise encumbered in any fashion. I understand that:

(A) Withdrawals are subject to a withdrawal penalty of 5% of the value of any Interests withdrawn prior to the twelve-month anniversary of my admission to the Partnership.

(B) The timing of all withdrawal payments by the Partnership is contingent upon receipt by the Partnership of proceeds from the liquidation of its various investments, if necessary, to finance the payment of such withdrawals.



SIGNATURES MUST BE IDENTICAL TO NAME(S) IN

WHICH THIS INTEREST IS REGISTERED.



________________________________________________________________________
Name Social Security/Taxpayer I.D. Number



________________________________________________________________________
Street City State Zip Code



________________________________________________________________________
Signature of Offeree Signature of Joint Offeree



________________________________________________________________________
Signature of Authorized Trustee, Custodian, Date
Partner or Corporate Officer



REPRESENTATIONS BY EMPLOYEE BENEFIT PLANS

The undersigned, on behalf of the subscribing employee benefit plan, represents that all of the obligations and requirements of the Employee Retirement Income Security Act of 1974, including prudence and diversification, with respect to the investment of trust assets in The Murdock Opportunity Fund L.P. (the Partnership) have been considered prior to subscribing for an Interest in the Partnership (Interests). The person with investment discretion on behalf of the plan has consulted his attorney or other tax advisor with regard to whether the purchase of Interests might generate "unrelated business taxable income" under Section 512 of the Code. By signing this representation letter, the trustee or custodian subscribing for an Interest assumes full responsibility for evaluating the appropriateness of the investment and represents that he has performed his duties with respect to the plan solely in the interest of the participants of the plan with the care, skill and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise.

Interests may not be purchased with the assets of an employee benefit plan if any of the General Partner, an Additional Seller or any of their affiliates either: (a) has investment discretion with respect to the investment of such plan assets; (b) has authority or responsibility to regularly give investment advice with respect to such plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such plan assets and that such advice will be based on the particular investment needs of the plan; (c) has discretionary authority or discretionary responsibility for administration of a plan; or (d) are employers maintaining or contributing to such plan. These restrictions are intended to prevent potential violations of certain provisions of ERISA. Each fiduciary who authorizes a purchase of Interests by a plan must determine for himself whether such purchase would constitute a prohibited transaction.

The Agreement provides that if at any time the General Partner, in its sole good faith judgment, determines that the withdrawal by an employee benefit plan or IRA from the Part nership is necessary to avoid possible violation by the Partnership and/or other Limited Partners which are employee benefit plans or IRAs of any of the provisions ERISA or the Code, the General Partner may require in its sole discretion that such a plan withdraw in whole or part from the Partnership through withdrawal of its Interests in accordance with the Agreement.


ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR IRA IS IN NO RESPECT A REPRESENTATION BY THE GENERAL PARTNER THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN. THE PARTNERSHIP RESERVES THE RIGHT TO REJECT THE SUBSCRIPTIONS OF ANY EMPLOYEE BENEFIT PLAN OR IRA, IN ITS SOLE DISCRETION, IF IT BELIEVES THAT THE ACCEPTANCE OF ADDITIONAL EMPLOYEE BENEFIT PLAN SUBSCRIPTIONS MAY JEOPARDIZE THE STANDING OF THE PARTNERSHIP UNDER APPLICABLE LAW AS A PERMISSIBLE INVESTMENT BY EMPLOYEE BENEFIT PLANS.




Subscribing for an Interest in the Partnership does not create an employee benefit plan. Those considering the purchase of Interests on behalf of an employee benefit plan must first insure that the plan has been properly established and funded. Then, after the considerations discussed above have been taken into account, the trustee or custodian of a Plan who decides or who is instructed to do so may subscribe for an Interest in the Partnership, subject to the applicable minimum subscription.



________________________________________________________________________
Name of Plan By: (Trustee)

 

 

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