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

United States or to, or for the benefit of, U.S. Persons, to persons that are both Qualified Institutional Buyers and
Qualified Purchasers, purchasing for their own account or one or more accounts with respect to which they exercise
sole investment discretion, each of which is both a Qualified Institutional Buyer and a Qualified Purchaser,
(ii) outside the United States to persons that are not U.S. Persons, purchasing for their own account or one or more
accounts with respect to which they exercise sole investment discretion, each of which is a non-U.S. Person, in
offshore transactions in reliance on Regulation S, and (iii) with respect to the Preferred Shares only, also in the
United States to persons that are both (x) Accredited Investors and (y) Qualified Purchasers, Knowledgeable
Employees with respect to the Issuer or companies owned exclusively by Knowledgeable Employees and/or
Qualified Purchasers, in reliance on an exemption from registration under the Securities Act. For certain restrictions
on resale of the Offered Securities, see "Transfer Restrictions."
The Offered Securities are a new issue of securities for which there is currently no market. There can be no
assurance that a secondary market for any class of Offered Securities will develop, or if one does develop, that it
will continue. The Placement Agent is not under any obligation to make a market in any class of Offered Securities
and any market making activity, if commenced, may be discontinued at any time. Accordingly, no assurance can be
given as to the liquidity of or trading market for the Offered Securities.
In connection with the offering of the Offered Securities, the Placement Agent may, as permitted by applicable
law, overallot or effect transactions that stabilize or maintain the market price of the Securities at a level which
might not otherwise prevail in the open market. The stabilizing, if commenced, may be discontinued at any time.
TRANSFER RESTRICTIONS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer,
resale, pledge or transfer of the Offered Securities.
The Placement Agent will receive notice of any transfer of Offered Securities.
The Offered Securities have not been registered under the Securities Act or any state securities or "Blue Sky"
laws or the securities laws of any other jurisdiction and, accordingly, may not be reoffered, resold, pledged or
otherwise transferred except in accordance with the restrictions described herein and set forth in the Indenture.
Without limiting the foregoing, by holding an Offered Security, each holder will acknowledge and agree,
among other things, that such holder understands that neither of the Co-Issuers is registered as an investment
company under the Investment Company Act, and that the Co-Issuers are exempt from registration as such by virtue
of Section 3(c)(7) of the Investment Company Act. Section 3(c)(7) excepts from the provisions of the Investment
Company Act those issuers who privately place their securities solely to persons who at the time of purchase are
"qualified purchasers" or "knowledgeable employees." In general terms, "qualified purchaser" is defined to mean,
among other things, any natural person who owns not less than U.S.$5,000,000 in investments; any person who in
the aggregate owns and invests on a discretionary basis, not less than U.S.$25,000,000 in investments; and trusts as
to which both the settlor and the decision-making trustee are qualified purchasers (but only if such trust was not
formed for the specific purpose of making such investment). In general terms, "knowledgeable employees" is
defined to mean, among other things, executive officers, directors and certain investment professionals and
employees of an issuer and its related investment manager.
Global Notes
Each Person who becomes a beneficial owner of Notes represented by an interest in a Global Note will be
deemed, by its purchase or other acquisition of the Global Notes, to have represented and agreed as follows (except
as may be expressly agreed in writing between the Co-Issuers and any initial purchasers):
(i) In connection with the purchase of such Global Notes: (A) none of the Co-Issuers, the
Collateral Manager, the Placement Agent or any of their respective affiliates is acting as a fiduciary or
financial or investment advisor for such beneficial owner; (B) such beneficial owner is not relying (for
purposes of making any investment decision or otherwise) upon any advice, counsel or representations
(whether written or oral) of the Co-Issuers, the Collateral Manager, the Trustee or the Placement Agent or
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