Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

OTHER THAN IN CIRCUMSTANCES WHICH ARE DEEMED NOT TO BE AN OFFER TO THE PUBLIC IN
SWEDEN UNDER THE FINANCIAL INSTRUMENTS TRADING ACT.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
JPMORGAN HAS REPRESENTED, WARRANTED AND AGREED THAT:
(A)
(B)
IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY
COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO
ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) RECEIVED BY IT IN
CONNECTION WITH THE ISSUE OR SALE OF THE OFFERED SECURITIES IN
CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE
ISSUER; AND
IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA
WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE OFFERED SECURITIES IN,
FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.
THE NOTES REPRESENT ONLY LIMITED-RECOURSE DEBT OBLIGATIONS OF THE CO-ISSUERS
AND THE PREFERRED SHARES REPRESENT ONLY UNSECURED EQUITY INTERESTS IN THE ISSUER.
THE OFFERED SECURITIES DO NOT REPRESENT DEPOSITS OR OTHER INTERESTS IN OR
OBLIGATIONS OF, AND ARE NOT GUARANTEED BY OR SECURED BY THE ASSETS OF, THE
PLACEMENT AGENT, THE COLLATERAL MANAGER, THE TRUSTEE, THE PREFERRED SHARE
PAYING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED SECURITIES
NOR THE RELATED COLLATERAL IS INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR GOVERNMENTAL
PERSON.
THE OFFERED SECURITIES WILL BEAR RESTRICTIVE LEGENDS AND WILL BE SUBJECT TO
RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN, INCLUDING THE REQUIREMENT THAT
EACH INITIAL INVESTOR IN THE OFFERED SECURITIES IN GLOBAL FORM SHALL BE DEEMED TO
HAVE MADE, AND EACH INITIAL INVESTOR IN THE OFFERED SECURITIES IN CERTIFICATED FORM
WILL BE REQUIRED TO MAKE, CERTAIN REPRESENTATIONS AND AGREEMENTS AS DESCRIBED
HEREIN. ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF
ANY OF THE OFFERED SECURITIES THAT IS NOT MADE IN COMPLIANCE WITH THE APPLICABLE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AB INITIO. BECAUSE OF THE RESTRICTIONS
ON TRANSFER, AN INVESTOR SHOULD BE PREPARED TO BEAR THE RISK OF ITS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME OR UNTIL THE STATED MATURITY.
THE OFFERED SECURITIES AND THE RELATED DOCUMENTATION (INCLUDING, WITHOUT
LIMITATION, THE INDENTURE) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF OFFERED SECURITIES, TO,
AMONG OTHER THINGS, MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND
OTHER TRANSFERS OF THE OFFERED SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW
OR REGULATION (OR THE INTERPRETATION THEREOF) AND/OR TO ENABLE THE CO-ISSUERS TO
RELY UPON ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR THE 1940
ACT (AND TO REMOVE CERTAIN EXISTING RESTRICTIONS TO THE EXTENT NOT REQUIRED UNDER
SUCH EXEMPTION); PROVIDED THAT NO SUCH CHANGE WILL CAUSE THE RATING (IF ANY) OF
THE NOTES THEN OUTSTANDING TO BE REDUCED OR WITHDRAWN. THE BENEFICIAL OWNER OF
ANY OFFERED SECURITY SHALL BE DEEMED, BY ACCEPTANCE THEREOF, DIRECTLY OR
THROUGH A NOMINEE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF
WHICH SHALL BE CONCLUSIVE AND BINDING ON SUCH BENEFICIAL OWNER AND ALL FUTURE
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