Common use of SUBSCRIPTION NOTICE Clause in Contracts

SUBSCRIPTION NOTICE. The undersigned, the Holder of a Common Stock Purchase Warrant issued by Rio Grande, Inc. pursuant to a Note Purchase Agreement dates as of ______________, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, _______________ shares of the 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 property 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 shares of Warrant Stock purchasable hereunder, the undersigned requests that a new Warrant representing the balance of the Warrant Stock be registered in the name of and issued and delivered to _________________ whose address is _______________________________________________. The undersigned hereby agrees to pay any transfer taxes on the transfer of all or any portion of the Warrant or Warrant Stock requested herein. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not, with a view to distribution thereof and the certificate or certificates representing such Common Stock may bear a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred except as provided in Article 3 of the 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. The undersigned, the Holder of a Common Stock Purchase Warrant issued by Rio Grande, Inc. pursuant to a Note Purchase Agreement dates as of ______________Holder, hereby elects to exercise purchase rights represented by such Springing Warrant for, and to purchase thereunder, ________________ shares of the 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 Company to the Holder hereof and requests that certificates for such shares (and any securities or the property issuable deliverable 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 shares of Warrant Stock purchasable hereunder, the undersigned requests that a new Warrant representing the balance of the Warrant Stock be registered in the name of and issued and delivered to _________________ whose address is _______________________________________________. The undersigned hereby agrees to pay any transfer taxes on the transfer of all or any portion of the Warrant or Warrant Stock requested herein. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not, not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933THESE 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, as amendedTHEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, and may not be transferred except as provided in Article 3 of the Warrant to purchase Common Stock of Rio GrandeREASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, Inc., a copy of which is on file at the principal office of Rio Grande, Inc." __________________________________ THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed: Dated:_______________________

SUBSCRIPTION NOTICE. The undersigned, the Holder of a Common Stock Purchase Warrant issued by Rio Grande, Inc. pursuant to a Note Purchase Agreement dates as of ______________Holder, hereby elects to exercise purchase rights represented by such Springing Warrant for, and to purchase thereunder, _____________________ shares of the 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 Company to the Holder hereof and requests that certificates for such shares (and any securities or the property issuable deliverable 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 shares of Warrant Stock purchasable hereunder, the undersigned requests that a new Warrant representing the balance of the Warrant Stock be registered in the name of and issued and delivered to _________________ whose address is _______________________________________________. The undersigned hereby agrees to pay any transfer taxes on the transfer of all or any portion of the Warrant or Warrant Stock requested herein. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not, not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933THESE 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, as amendedTHEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, and may not be transferred except as provided in Article 3 of the Warrant to purchase Common Stock of Rio GrandeREASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, Inc., a copy of which is on file at the principal office of Rio Grande, Inc." _THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: _________________________________ Signature guaranteed: Dated: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 transfer said rights on the books of said corporation, with full power of substitution in the premises. Dated: ______________________________ Signature guaranteed:

SUBSCRIPTION NOTICE. To: The undersigned, the Holder of a Common Stock Purchase Warrant issued by Rio Grande, Inc. pursuant to a Note Purchase Agreement dates as of Xxxxx Corporation Date:______________, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, _______________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of ________________________ and requests that certificates 0000 Xxxxxx Xxxxxxxxx Suite 400 Arlington, VA 22209 Attn: Chief Executive Officer The undersigned hereby subscribes for such shares (and any securities or the property 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 shares of covered by this Warrant Stock purchasable hereunder, the undersigned requests that a new Warrant representing the balance and makes payment therefore in full of the Warrant Stock price per share provided by this Warrant. The certificate(s) for such shares shall be registered issued in the name of and issued and delivered to _________________ whose address is _______________________________________________. The the undersigned hereby agrees to pay any transfer taxes on the transfer of all or any portion of the Warrant or Warrant Stock requested hereinas otherwise indicated below. The undersigned agrees that, in the absence of an effective registration statement with respect to the Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not, not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended." The undersigned further agrees, represents and warrants that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act") or is otherwise entitled to exercise the Warrant pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act. In order to obtain the benefits of that certain Amended and 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 may not 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 covenant set forth in EXHIBIT 2 to 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 hereinafter mentioned Amended and Restated Ownership Limit Waiver Agreement) agrees to be transferred except bound by the terms of that certain Amended and Restated Ownership Limit Waiver Agreement, dated as provided in Article 3 of May 11, 2001, between The Xxxxx Corporation, a Delaware corporation, and iStar Preferred Holdings LLC, a Delaware limited liability company, as though the undersigned were the Buyer and has caused this Agreement to be signed by its duly authorized officer as of the Warrant date set forth below. [INSERT NAME OF SUBSEQUENT HOLDER] Name: --------------------------------------- Title: -------------------------------------- Date: ------------------------------------- Exhibit 2 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:_______________________Exhibit A to Amended and Restated Contingent Securities Purchase Warrant

SUBSCRIPTION NOTICE. The undersigned, the Holder of a Common Stock Purchase Warrant issued by Rio Grande, Inc. pursuant to a Note Purchase Agreement dates as of ______________Holder, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, _______________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_______________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or the property issuable deliverable 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 shares of Warrant Stock purchasable hereunder, the undersigned requests that a new Warrant representing the balance of the Warrant Stock be registered in the name of and issued and delivered to _________________ whose address is _______________________________________________. The undersigned hereby agrees to pay any transfer taxes on the transfer of all or any portion of the Warrant or Warrant Stock requested herein. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not, not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: "The shares represented by this certificate have not been registered under 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 Securities Act of 1933undersigned hereby sells, as amended, assigns and may not be transferred except as provided in Article 3 of the Warrant to purchase Common Stock of Rio Grande, Inc., a copy of which is on file at the principal office of Rio Grande, Inc." __transfers unto ________________________________ Signature guaranteed: Dated:the rights represented by the foregoing Warrant of _______________________ and appoints ________________________ ________________________ attorney to transfer said rights on the books of said corporation, with full power of substitution in the premises.