Common use of SUBSCRIPTION NOTICE Clause in Contracts

SUBSCRIPTION NOTICE. Within 10 Business Days after the Acceptance Period Commencement Date, Mitsui may deliver to Sxxx a notice which, if delivered, must state: (i) the names of the members of the Mitsui Group that will subscribe for Top-Up Shares (“Mitsui Subscribers”); (ii) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) the Subscription Price; (v) if any consents, rulings or approvals are required to be obtained or any notices are required to be lodged in relation to the application for, or issue of, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares is acquiring those Shares for its own account and not with a view to distribution within the meaning of Section 2(11) of the Securities Act and that Sxxx has made available to such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of Sxxx, and to acquire such additional information about the business and financial condition of Sxxx as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sxxx: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares except as otherwise agreed between the parties.

SUBSCRIPTION NOTICE. Within 10 Business Days after The undersigned, the Acceptance Period Commencement DateHolder, Mitsui may deliver hereby elects to Sxxx a notice whichexercise purchase rights represented by the Warrant dated May 14, if delivered2004 for, must state: (i) the names and to purchase thereunder, shares of the members Common Stock covered by such Warrant and herewith makes payment in full therefor of $ cash and/or by cancellation of $ of indebtedness of the Mitsui Group Company to the Holder hereof and requests that will subscribe certificates for Top-Up Shares such shares (“Mitsui Subscribers”); (iiand any securities or property deliverable upon such exercise) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) in the Subscription Price; (v) if any consentsname of and delivered to whose address is The undersigned agrees that, rulings or approvals are required in the absence of an effective registration statement with respect to be obtained or any notices are required to be lodged in relation to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not with a view to distribution within the meaning of Section 2(11) of the Securities Act thereof and that Sxxx has made available to the certificate or certificates representing such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of SxxxCommon Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and to acquire such additional information about the business and financial condition of Sxxx as such Person has requestedAS AMENDED, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to SxxxOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: , Signature guaranteed: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares except as otherwise agreed between the parties.

SUBSCRIPTION NOTICE. Within 10 Business Days after The undersigned, the Acceptance Period Commencement DateHolder, Mitsui may deliver hereby elects to Sxxx a notice whichexercise purchase rights represented by such Springing Warrant for, if deliveredand to purchase thereunder, must state: (i) the names _____________________ shares of the members Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $___________________ of indebtedness of the Mitsui Group Company to the Holder hereof and requests that will subscribe certificates for Top-Up Shares such shares (“Mitsui Subscribers”); (iiand any securities or property deliverable upon such exercise) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) in the Subscription Price; (v) if any consentsname of and delivered to _____________ whose address is __________________________ _________________________________. The undersigned agrees that, rulings or approvals are required in the absence of an effective registration statement with respect to be obtained or any notices are required to be lodged in relation to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not with a view to distribution within the meaning of Section 2(11) of the Securities Act thereof and that Sxxx has made available the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: _________________________________ Signature guaranteed: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the rights represented by the foregoing Springing Warrant of _______________________ and appoints ________________________ ________________________ attorney to such Mitsui Subscriber transfer said rights on the opportunity to ask questions books of the officers and management employees said corporation, with full power of Sxxx, and to acquire such additional information about the business and financial condition of Sxxx as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sxxx: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined substitution in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is availablepremises. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares except as otherwise agreed between the parties.Dated: ______________________________ Signature guaranteed:

SUBSCRIPTION NOTICE. Within 10 Business Days after The undersigned, the Acceptance Period Commencement DateHolder, Mitsui may deliver hereby elects to Sxxx a notice whichexercise purchase rights represented by such Warrant for, if deliveredand to purchase thereunder, must state: (i) the names ____________ shares of the members Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Mitsui Group Company to the Holder hereof and requests that will subscribe certificates for Top-Up Shares such shares (“Mitsui Subscribers”); (iiand any securities or property deliverable upon such exercise) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) in the Subscription Price; (v) if any consentsname of and delivered to _____________________________ whose address is _______________________________________________. The undersigned agrees that, rulings or approvals are required in the absence of an effective registration statement with respect to be obtained or any notices are required to be lodged in relation to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not with a view to distribution within the meaning of Section 2(11) of the Securities Act thereof and that Sxxx has made available the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT To RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: ----------------------------------- Signature guaranteed: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the rights represented by the foregoing Warrant of _______________________ and appoints ________________________ ________________________ attorney to such Mitsui Subscriber transfer said rights on the opportunity to ask questions books of the officers and management employees said corporation, with full power of Sxxx, and to acquire such additional information about the business and financial condition of Sxxx as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sxxx: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined substitution in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares except as otherwise agreed between the partiespremises.

SUBSCRIPTION NOTICE. Within 10 Business Days after the Acceptance Period Commencement To: The Xxxxx Corporation Date:_________________________ 0000 Xxxxxx Xxxxxxxxx Suite 400 Arlington, Mitsui may deliver to Sxxx a notice which, if delivered, must state: (i) the names VA 22209 Attn: Chief Executive Officer The undersigned hereby subscribes for __________ shares of Common Stock covered by this Warrant and makes payment therefore in full of the members price per share provided by this Warrant. The certificate(s) for such shares shall be issued in the name of the Mitsui Group that will subscribe for Top-Up Shares (“Mitsui Subscribers”); (ii) undersigned or as otherwise indicated below. The undersigned agrees that, in the number absence of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) the Subscription Price; (v) if any consents, rulings or approvals are required to be obtained or any notices are required to be lodged in relation an effective registration statement with respect to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not with a view to distribution within the meaning of Section 2(11) of the Securities Act thereof and that Sxxx has made available to the certificate or certificates representing such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of Sxxx, and to acquire such additional information about the business and financial condition of Sxxx Common Stock may bear a legend substantially as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sxxx: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares follows: "The shares represented by this certificate have not been registered under any Relevant Securities Laws, including the Securities Act of 1933, as amended." The undersigned further agrees, represents and Exchange Law warrants that it is an "accredited investor" within the meaning of Japan; (CRule 501(a) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including under the Securities and Exchange Law Act of Japan)1933, restrictions may apply on as amended (the transfer "Securities Act") or other dealing in relation is otherwise entitled to exercise the Top-Up Shares (including any sale in Japan or Warrant pursuant to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is availablepursuant to Section 4(2) of the Securities Act. Such Person further acknowledges In order to obtain the benefits of that certain Amended and understands Restated Ownership Limit Waiver Agreement dated as of May 11, 2001, in substantially the form attached hereto as EXHIBIT 1, if desired by the undersigned, the undersigned also will execute, and deliver along with this Subscription Notice, a counterpart signature page to the Amended and Restated Ownership Limit Waiver Agreement. The undersigned also hereby makes those representations and that Sxxx is under no obligation covenant set forth in EXHIBIT 2 to register this Subscription Notice. --------------------------------- Signature --------------------------------- Name for Registration Mailing Address: --------------------------------- --------------------------------- Exhibit 1 to Exhibit A to Amended and Restated Contingent Securities Purchase Warrant The undersigned Subsequent Holder (as defined in the Top-Up Shares except hereinafter mentioned Amended and Restated Ownership Limit Waiver Agreement) agrees to be bound by the terms of that certain Amended and Restated Ownership Limit Waiver Agreement, dated as otherwise agreed of May 11, 2001, between The Xxxxx Corporation, a Delaware corporation, and iStar Preferred Holdings LLC, a Delaware limited liability company, as though the parties.undersigned were the Buyer and has caused this Agreement to be signed by its duly authorized officer as of the date set forth below. [INSERT NAME OF SUBSEQUENT HOLDER] Name: --------------------------------------- Title: -------------------------------------- Date: ------------------------------------- Exhibit 2 to Exhibit A to Amended and Restated Contingent Securities Purchase Warrant

SUBSCRIPTION NOTICE. Within 10 Business Days after The undersigned, the Acceptance Period Commencement DateHolder of a Common Stock Purchase Warrant issued by Rio Grande, Mitsui may deliver Inc. pursuant to Sxxx a notice whichNote Purchase Agreement dates as of ______________, if deliveredhereby elects to exercise purchase rights represented by such Warrant for, must state: (i) the names and to purchase thereunder, _______________ shares of the members Common Stock covered by such Warrant and herewith makes payment in full therefor of ________________________ and requests that certificates for such shares (and any securities or the Mitsui Group that will subscribe for Top-Up Shares (“Mitsui Subscribers”); (iiproperty issuable upon such exercise) be issued in the name of and delivered to _________________ whose address is _______________________________________________. If said number of shares of Common Stock is less than the number of Top-Up Shares to be subscribed for by each Mitsui Subscribershares of Warrant Stock purchasable hereunder, which may be some or all the undersigned requests that a new Warrant representing the balance of the Top-Up Shares but which Warrant Stock be registered in aggregate must be not more than the total number name of Top-Up Shares offered under and issued and delivered to _________________ whose address is _______________________________________________. The undersigned hereby agrees to pay any transfer taxes on the Offer Notice; (iii) the class transfer of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) the Subscription Price; (v) if any consents, rulings or approvals are required to be obtained all or any notices are required portion of the Warrant or Warrant Stock requested herein. The undersigned agrees that, in the absence of an effective registration statement with respect to be lodged in relation to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not not, with a view to distribution within thereof and the meaning of Section 2(11) of the Securities Act and that Sxxx has made available to certificate or certificates representing such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of Sxxx, and to acquire such additional information about the business and financial condition of Sxxx Common Stock may bear a legend substantially as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to Sxxx: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares follows: "The shares represented by this certificate have not been registered under any Relevant Securities Laws, including the Securities Act of 1933, as amended, and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares not be transferred except as otherwise agreed between provided in Article 3 of the parties.Warrant to purchase Common Stock of Rio Grande, Inc., a copy of which is on file at the principal office of Rio Grande, Inc." __________________________________ Signature guaranteed: Dated:_______________________

SUBSCRIPTION NOTICE. Within 10 Business Days after The undersigned, the Acceptance Period Commencement DateHolder, Mitsui may deliver hereby elects to Sxxx a notice whichexercise purchase rights represented by such Springing Warrant for, if deliveredand to purchase thereunder, must state: (i) the names ________________ shares of the members Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Mitsui Group Company to the Holder hereof and requests that will subscribe certificates for Top-Up Shares such shares (“Mitsui Subscribers”); (iiand any securities or property deliverable upon such exercise) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) in the Subscription Price; (v) if any consentsname of and delivered to _____________________ whose address is ___________________ . The undersigned agrees that, rulings or approvals are required in the absence of an effective registration statement with respect to be obtained or any notices are required to be lodged in relation to the application for, or issue ofCommon Stock issued upon this exercise, the Top-Up Shares under any law, regulation, judicial decree, order or judgment applicable to the Mitsui Group, that the offer in the Offer Notice is accepted subject to receipt of those consents, rulings, approvals or lodgement of those notices (which shall be specified in the notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares undersigned is acquiring those Shares such Common Stock for its own account investment and not with a view to distribution within the meaning of Section 2(11) of the Securities Act thereof and that Sxxx has made available to the certificate or certificates representing such Mitsui Subscriber the opportunity to ask questions of the officers and management employees of SxxxCommon Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, and to acquire such additional information about the business and financial condition of Sxxx as such Person has requestedTHEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to SxxxREASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed: (A) such Person is either a “sophisticated investor” or a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that Sxxx is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that Sxxx is under no obligation to register the Top-Up Shares except as otherwise agreed between the parties.