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

NOTICE TO RESIDENTS IN THE PROVINCE OF QUEBEC IN CANADA
THE OFFERING AND SALE OF THE OFFERED SECURITIES MUST BE TO EITHER "SOPHISTICATED
PURCHASERS" WITHIN THE MEANING OF SECTIONS 43, 44 AND 45 OF THE SECURITIES ACT
(QUEBEC) OR PURCHASERS PURCHASING AS PRINCIPAL FOR THEIR OWN ACCOUNT THE OFFERED
SECURITIES OF THE ISSUER HAVING A TOTAL COST OF SUBSCRIPTION OR PURCHASE IN EACH
CASE OF AT LEAST CAD 150,000.
NOTICE TO RESIDENTS IN THE PROVINCE OF ONTARIO, CANADA
THIS OFFERING OF OFFERED SECURITIES IS BEING MADE PURSUANT TO EXEMPTIONS FROM
THE PROSPECTUS REQUIREMENTS OF THE SECURITIES LAWS OF THE PROVINCE OF ONTARIO.
PURCHASERS RESIDENT IN THE PROVINCE OF ONTARIO MUST BE PERSONS WHO ARE EXEMPT
PURCHASERS UNDER SECTION 72(1) OF THE SECURITIES ACT (ONTARIO) OR WHO ACQUIRE THE
SECURITIES OFFERED HEREBY AS PRINCIPAL AT AN AGGREGATE ACQUISITION COST TO THE
PURCHASER OF NOT LESS THAN CAD 150,000. IF THIS OFFERING MEMORANDUM, TOGETHER
WITH ANY AMENDMENT THERETO, CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR IS NECESSARY IN
ORDER TO MAKE ANY STATEMENT HEREIN NOT FALSE OR MISLEADING IN THE LIGHT OF THE
CIRCUMSTANCES IN WHICH IT WAS MADE (A "MISREPRESENTATION") AND IT WAS A
MISREPRESENTATION, ON THE DATE OF INVESTMENT, AN INVESTOR TO WHOM THIS OFFERING
MEMORANDUM WAS DELIVERED AND WHO PURCHASES THE SECURITIES OFFERED HEREUNDER
SHALL HAVE, SUBJECT AS HEREINAFTER IN THIS PARAGRAPH PROVIDED, WHILE STILL THE
OWNER OF ANY OF THE SECURITIES OFFERED HEREUNDER, A RIGHT OF ACTION, EXERCISABLE
ON WRITTEN NOTICE GIVEN NOT MORE THAN 180 DAYS SUBSEQUENT TO THE DATE OF INITIAL
INVESTMENT, EITHER FOR DAMAGES OR ALTERNATIVELY FOR RESCISSION AGAINST THE
ISSUER, PROVIDED THAT:
(A)
(B)
(C)
(D)
THE ISSUER WILL NOT BE HELD LIABLE UNDER THIS PARAGRAPH IF THE
INVESTOR PURCHASED THE OFFERED SECURITIES WITH KNOWLEDGE OF THE
MISREPRESENTATION;
IN AN ACTION FOR DAMAGES, THE ISSUER WILL NOT BE LIABLE FOR ALL OR ANY
PORTION OF SUCH DAMAGES THAT IT PROVES DO NOT REPRESENT THE
DEPRECIATION IN VALUE OF THE SECURITIES OFFERED HEREBY AS A RESULT OF
THE MISREPRESENTATION RELIED UPON;
IN NO CASE WILL THE AMOUNT RECOVERABLE UNDER THIS PARAGRAPH EXCEED
THE PRICE AT WHICH THE OFFERED SECURITIES WERE SOLD TO AN INVESTOR;
AND
THE RIGHTS DESCRIBED ABOVE ARE IN ADDITION TO AND WITHOUT
DEROGATION FROM ANY OTHER RIGHT OR REMEDY AVAILABLE AT LAW TO THE
INVESTOR.
THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OF THE SECURITIES
ACT (ONTARIO) AND THE REGULATIONS THEREUNDER AND REFERENCE IS MADE THERETO FOR
THE COMPLETE TEXT OF SUCH PROVISIONS. THE ISSUER IS LOCATED OUTSIDE CANADA AND,
ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR PURCHASERS TO EFFECT SERVICE OF PROCESS
WITHIN CANADA UPON THE ISSUER. IN ADDITION, ALL OR SUBSTANTIALLY ALL OF THE ASSETS
OF THE ISSUER WILL BE LOCATED OUTSIDE CANADA AND, AS A RESULT, IT MAY NOT BE
POSSIBLE TO SATISFY A JUDGEMENT OBTAINED AGAINST THE ISSUER IN ONTARIO. MOREOVER,
IT MAY NOT BE POSSIBLE FOR PURCHASERS TO ENFORCE A JUDGEMENT OBTAINED IN
CANADIAN COURTS AGAINST THE ISSUER IN THE JURISDICTION OF THE ISSUER.
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