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

BENEFICIAL OWNERS OF SUCH OFFERED SECURITY AND ANY OFFERED SECURITY ISSUED IN
EXCHANGE OR SUBSTITUTION FOR SUCH OFFERED SECURITY WHETHER OR NOT ANY NOTATION
THEREOF IS MADE THEREON). SEE "THE INDENTURE—MODIFICATION OF INDENTURE" HEREIN.
THIS OFFERING MEMORANDUM HAS BEEN PREPARED BY THE CO-ISSUERS SOLELY FOR USE
IN CONNECTION WITH THE OFFERING OF THE OFFERED SECURITIES AND, EXCEPT AS OTHERWISE
PROVIDED IN THIS PARAGRAPH AND IN THE PENULTIMATE PARAGRAPH UNDER "DESCRIPTION
OF THE OFFERED SECURITIES—FORM, DENOMINATION, REGISTRATION AND TRANSFER OF THE
NOTES," THE CO-ISSUERS ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS
OFFERING MEMORANDUM. THE PLACEMENT AGENT, WITH RESPECT TO ONLY THE
INFORMATION APPEARING UNDER "PLAN OF DISTRIBUTION," AND THE COLLATERAL MANAGER,
WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "THE COLLATERAL MANAGER,"
ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM.
TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE CO-ISSUERS (AND THE PLACEMENT
AGENT, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "PLAN OF
DISTRIBUTION," AND THE COLLATERAL MANAGER, WITH RESPECT TO ONLY THE INFORMATION
APPEARING UNDER "THE COLLATERAL MANAGER"), THE INFORMATION CONTAINED IN THIS
OFFERING MEMORANDUM AS OF THE DATE HEREOF IS IN ACCORDANCE WITH THE FACTS AND
DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.
EXCEPT AS SET FORTH IN THIS OFFERING MEMORANDUM, NO PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
OFFERING MEMORANDUM; IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON. NEITHER THE DELIVERY OF THIS OFFERING MEMORANDUM AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS OFFERING MEMORANDUM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OFFERING
MEMORANDUM, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE
OFFERED SECURITIES AND THE ISSUER, ANY FACT THAT MAY BE RELEVANT TO
UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE OFFERED
SECURITIES AND THE ISSUER, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR
OTHER TAX ANALYSES) RELATING TO SUCH U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT.
EACH PURCHASER AND EACH TRANSFEREE OF NOTES REPRESENTED BY AN INTEREST IN A
GLOBAL NOTE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED, ON EACH DAY FROM
THE DATE ON WHICH SUCH BENEFICIAL OWNER ACQUIRES ITS INTEREST IN SUCH GLOBAL NOTE
THROUGH AND INCLUDING THE DATE ON WHICH SUCH BENEFICIAL OWNER DISPOSES OF ITS
INTEREST IN SUCH GLOBAL NOTE, EITHER THAT (A) IT IS NEITHER AN EMPLOYEE BENEFIT PLAN
SUBJECT TO TITLE I OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), NOR A PLAN SUBJECT TO SECTION 4975 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), NOR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S
OR PLAN'S INVESTMENT IN THE ENTITY, NOR A GOVERNMENTAL, FOREIGN, CHURCH OR OTHER
PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH GLOBAL NOTE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, FOREIGN,
CHURCH OR OTHER PLAN, ANY SUBSTANTIALLY SIMILAR LAW).
EACH PURCHASER AND EACH TRANSFEREE OF A PREFERRED SHARE (OR ANY INTEREST
THEREIN) WILL BE REQUIRED TO REPRESENT AND AGREE, ON EACH DAY FROM THE DATE ON
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