ROCKALL CLO B.V. - Irish Stock Exchange

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 VF Notes or the Notes.
Rule 144A Notes
Each prospective purchaser of Rule 144A Notes by accepting delivery of this Offering Circular, will be deemed to
have represented and agreed that such person acknowledges that this Offering Circular is personal to it and does
not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
VF Notes or Notes other than to QIBs who are also Qualified Purchasers pursuant to Rule 144A under the
Securities Act and the Investment Company Act of 1940 or to Non-U.S. Persons in offshore transactions in
accordance with Regulation S under the Securities Act. Distribution of this Offering Circular, or disclosure of any
of its contents, to any person other than such offeree and those persons, if any, retained to advise it with respect
thereto is unauthorised and any disclosure of any of its contents, without the written consent of the Issuer, is
prohibited.
Transfers of the VF Note Rule 144A Notes will only be effected in accordance with the VF Instrument.
Each purchaser of Notes represented by a Rule 144A Global Note will be deemed to have represented and
agreed as follows:
(1) The purchaser (a) is a QIB, (b) is aware that the sale of such Rule 144A Notes to it is being made in
reliance on Rule 144A, (c) is acquiring such VF Notes or Notes for its own account or for the account of
a QIB as to which the purchaser exercises sole investment discretion, and in a principal amount of not
less than €250,000 for the purchaser and for each such account and (d) will provide notice of the
transfer restrictions described in this heading to any subsequent transferees.
(2) The purchaser understands that such Rule 144A Notes have not been and will not be registered under
the Securities Act, and may be reoffered, resold or pledged or otherwise transferred only (a)(i) to a
person whom the purchaser reasonably believes is a QIB purchasing for its own account or for the
account of a QIB as to which the purchaser exercises sole investment discretion in a transaction
meeting the requirements of Rule 144A or (ii) in an offshore transaction complying with Rule 903 or Rule
904 of Regulation S and not to, or for the account or benefit of, a U.S. Person and (b) in accordance
with all applicable securities laws including the securities laws of any state of the United States. The
purchaser understands that the Issuer has not been registered under the Investment Company Act. The
purchaser understands that before any interest in a Rule 144A Note may be offered, sold, pledged or
otherwise transferred to a person who takes delivery in the form of an interest in the Regulation S Notes,
the Registrar is required to receive a written certification from the purchaser (in the form provided in the
Trust Deed) as to compliance with the transfer restrictions described herein. The purchaser understands
and agrees that any purported transfer of the Rule 144A Notes to a purchaser that does not comply with
the requirements of this paragraph (2) shall be null and void ab initio.
(3) The purchaser is not purchasing such Rule 144A Notes with a view toward the resale, distribution or
other disposition thereof in violation of the Securities Act. The purchaser understands that an
investment in the Rule 144A Notes involves certain risks, including the risk of loss of its entire
investment in the Rule 144A Notes under certain circumstances. The purchaser has had access to
such financial and other information concerning the Issuer and the Rule 144A Notes as it deemed
necessary or appropriate in order to make an informed investment decision with respect to its purchase
of the Rule 144A Notes, including an opportunity to ask questions of, and request information from, the
Issuer.
(4) In connection with the purchase of the Rule 144A Notes: (a) none of the Issuer, the Placement Agent,
the Trustee, the Collateral Manager or the Collateral Administrator is acting as a fiduciary or financial or
Collateral Manager for the purchaser, (b) the purchaser is not relying (for purposes of making any
investment decision or otherwise) upon any advice, counsel or representations (whether written or oral)
of the Issuer, the Placement Agent, the Trustee, the Collateral Manager or the Collateral Administrator
other than in this Offering Circular for such Rule 144A Notes and any representations expressly set
forth in a written agreement with such party, (c) none of the Issuer, the Placement Agent, the Trustee,
the Collateral Manager or the Collateral Administrator has given to the purchaser (directly or indirectly
through any other person) any assurance, guarantee or representation whatsoever as to the expected
or projected success, profitability, return, performance, result, effect, consequence or benefit (including
legal, regulatory, tax, financial, accounting or otherwise) as to an investment in the Rule 144A , (d) the
purchaser has consulted with its own legal, regulatory, tax, business, investment, financial and
accounting advisers to the extent it has deemed necessary, and it has made its own investment
decisions (including decisions regarding the suitability of any transaction pursuant to the Trust Deed)
based upon its own judgment and upon any advice from such advisers as it has deemed necessary and
not upon any view expressed by the Issuer, the Placement Agent, the Trustee, the Collateral Manager
or the Collateral Administrator, (e) the purchaser has evaluated the rates, prices or amounts and other
terms and conditions of the purchase and sale of the Rule 144A Notes with a full understanding of all of
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