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

If any person shall become the beneficial owner of an interest in a Preferred Share who has made a Benefit Plan
Investor or Controlling Person representation that is subsequently shown to be false or misleading or whose
beneficial ownership otherwise causes a violation of the 25% Limitation (any such person a "Non-Permitted ERISA
Holder"), the Issuer shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer
(or upon notice from the Preferred Share Paying Agent if it makes the discovery (who agrees to notify the Issuer of
such discovery, if any)), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted
ERISA Holder transfer its interest to a person that is not a Non-Permitted ERISA Holder within 30 days of the date
of such notice. If such Non-Permitted ERISA Holder fails to so transfer its Preferred Shares, as applicable, the
Issuer shall have the right (and the Collateral Manager may require the Issuer), without further notice to the Non-
Permitted ERISA Holder, to sell such Preferred Shares, as applicable, or interest in such Preferred Shares, as
applicable, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the
Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or
other market professionals that regularly deal in securities similar to the Preferred Shares, as applicable, and selling
such Preferred Shares, as applicable, to the highest such bidder. However, the Issuer may select a purchaser by any
other means determined by it in its sole discretion. The holder of each Preferred Share (or any interest therein), by
its acceptance of an interest in the Preferred Shares, as applicable, shall agree to cooperate with the Issuer to effect
such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such
sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this
subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any person
having an interest in the Preferred Shares sold as a result of any such sale or the exercise of such discretion.
Cayman Islands Placement Provisions
The Placement Agent has agreed that it has not made and will not make any invitation to the public in the
Cayman Islands to subscribe for the Offered Securities.
LISTING AND GENERAL INFORMATION
1. Application has been made to the Irish Financial Services Regulatory Authority, as competent
authority under Directive 2003/71/EC, for this Offering Memorandum to be approved. Application has been made
to the Irish Stock Exchange, through ACLSL, for the Notes to be admitted to the Irish Stock Exchange’s Daily
Official List, and traded on its regulated market. The cost of approval and admission to trading of the Notes will be
€12,690. There can be no assurance that such listings will be granted or, if granted, will be maintained. ACLSL is
not seeking admission to listing on the Irish Stock Exchange for the purposes of the Prospectus Directive.
2. So long as any Notes are listed on the Irish Stock Exchange, copies of the Amended and Restated
Memorandum of Association and Articles of Association of the Issuer, the Certificate of Incorporation and By-laws
of the Co-Issuer, the Indenture, the Portfolio Management Agreement, the Collateral Administration Agreement and
the Paying Agency Agreement for Ireland, in either electronic or physical form, will be available for inspection and
will be obtainable at the principal office of the Issuer and the offices of Maples Finance Dublin in Dublin, Ireland,
and copies thereof may be obtained upon request.
3. Copies of the Memorandum and Articles of Association of the Issuer, the Certificate of
Incorporation and By-laws of the Co-Issuer, the Administration Agreement, the resolutions of the board of directors
of the Issuer authorizing the issuance of the Offered Securities, the resolutions of the board of directors of the Co-
Issuer authorizing the issuance of the Class A Notes, Class B Notes and the Class C Notes, the Indenture, the
Collateral Management Agreement, and the Collateral Administration Agreement will be available in either
electronic or physical form for inspection during the term of the Notes at the office of the Trustee.
4. Since incorporation, neither the Issuer nor the Co-Issuer has commenced trading, established any
accounts or declared any dividends, except for the transactions described herein. Neither the Issuer nor the Co-
Issuer has any loan capital (including term loans) outstanding or created but unissued, or any outstanding mortgages,
charges, or other borrowings or indebtedness in the nature of borrowing, including bank overdrafts and liabilities
under acceptance credits, hire purchase agreements, guarantee or other contingent liabilities, other than the
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