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

WHICH SUCH BENEFICIAL OWNER ACQUIRES SUCH PREFERRED SHARE (OR ANY INTEREST
THEREIN) THROUGH AND INCLUDING THE DATE ON WHICH SUCH BENEFICIAL OWNER DISPOSES
OF SUCH PREFERRED SHARE (OR ANY INTEREST THEREIN), 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 PREFERRED
SHARE (OR ANY INTEREST THEREIN) 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).
ANY PURCHASER OR TRANSFEREE OF ANY PREFERRED SHARE (OR ANY INTEREST THEREIN)
IS REQUIRED TO PROVIDE THE PREFERRED SHARE PAYING AGENT WRITTEN CERTIFICATION OF
ITS ERISA STATUS IN THE FORM SET FORTH IN THIS OFFERING MEMORANDUM OR THE FISCAL
AGENCY AGREEMENT. NO TRANSFER OF ANY PREFERRED SHARE (OR ANY INTEREST THEREIN)
WILL BE EFFECTIVE, AND THE PREFERRED SHARE PAYING AGENT WILL NOT RECOGNIZE ANY
SUCH TRANSFER, IF IT WOULD RESULT IN 25% OR MORE OF THE VALUE OF THE PREFERRED
SHARES OR ANY OTHER CLASS OF EQUITY INTEREST IN THE ISSUER BEING HELD BY BENEFIT
PLAN INVESTORS.
EACH INSURANCE COMPANY PURCHASING PREFERRED SHARES WITH THE ASSETS OF AN
INSURANCE COMPANY GENERAL ACCOUNT WILL BE REQUIRED TO REPRESENT AND WARRANT
THE MAXIMUM PERCENTAGE OF SUCH GENERAL ACCOUNT THAT REPRESENTS (AND WILL
REPRESENT AS LONG AS IT OWNS ANY INTEREST IN THE PREFERRED SHARES) OWNERSHIP BY
BENEFIT PLAN INVESTORS.
EACH PURCHASER ACKNOWLEDGES THAT NO TRANSFER OF A PREFERRED SHARE WILL BE
PERMITTED, AND NONE OF THE ISSUER, THE CO-ISSUER OR THE TRUSTEE WILL REGISTER ANY
SUCH TRANSFER, TO THE EXTENT THAT THE TRANSFER WOULD RESULT IN BENEFIT PLAN
INVESTORS OWNING 25% OR MORE OF THE OUTSTANDING PREFERRED SHARES IMMEDIATELY
AFTER SUCH TRANSFER. THE PURCHASER FURTHER ACKNOWLEDGES THAT THE FOREGOING
PROCEDURES ARE INTENDED TO ENABLE THE PREFERRED SHARES TO BE PURCHASED BY OR
TRANSFERRED TO BENEFIT PLAN INVESTORS AT ANY TIME, ALTHOUGH NO ASSURANCE CAN BE
GIVEN THAT THERE WILL NOT BE CIRCUMSTANCES IN WHICH TRANSFERS OF PREFERRED
SHARES WILL BE REQUIRED TO BE RESTRICTED IN ORDER TO COMPLY WITH THE
AFOREMENTIONED 25% LIMITATION.
NONE OF THE PLACEMENT AGENT, THE CO-ISSUERS, THE COLLATERAL MANAGER OR ANY
AFFILIATE THEREOF MAKES ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF
OFFERED SECURITIES REGARDING THE LEGALITY OF INVESTMENT THEREIN BY SUCH OFFEREE
OR PURCHASER UNDER APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS
OR THE PROPER CLASSIFICATION OF SUCH AN INVESTMENT THEREUNDER. THE CONTENTS OF
THIS OFFERING MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL, BUSINESS
OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY,
FINANCIAL ADVISOR, BUSINESS ADVISOR OR TAX ADVISOR AS TO LEGAL, FINANCIAL, BUSINESS
AND TAX ADVICE.
AVAILABLE INFORMATION
The Co-Issuers are not required by law to publish financial statements. However, to permit compliance with
Rule 144A in connection with the sale of (i) the Notes, the Co-Issuers under the Indenture or (ii) the Preferred
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