Note:

The following is an English translation of the original Agreement of Purchase and Sale inJapanese and is provided for reference purposes only. In the event of any discrepancy
between the Japanese original and the English translation, the Japanese original shallprevail.

[TRANSLATION]
Agreement of Purchase and Sale
(2-Year-Old Training Sale)
The seller (hereinafter “Seller”) and buyer (hereinafter “Buyer”) of the horse _________________(Lot No: ___________) hereby enter into the following Agreement of Purchase and Sale inaccordance with the applicable Conditions of Sale, in witness whereof, three originals of thisAgreement have been prepared, and Seller, Buyer and the sale holder shall each retain one original.

Article 1. Time When this Purchase and Sale is Given EffectThis Agreement of Purchase and Sale between Seller and Buyer shall be given effect at the time
Buyer successfully bids for Seller’s horse in the Hokkaido Training Sale (hereinafter the “Sale”) heldby the Hidaka Horse Breeders Association (hereinafter the “Sale Holder”).
Article 2. Purchase Price
Seller has sold, and Buyer has bought at the Sale, the horse specified above (hereinafter the“Horse”) for a purchase price ofyen (including consumption tax ofyen).
Article 3. Payment of Purchase Price
1. In accordance with the stipulations of Article 20 Paragraph 1 of the Conditions of Sale, Buyer
shall pay to Seller, no later than the closing time of the sale session, the purchase price set forthin Article 2 of this Agreement of Purchase and Sale.
If, however, Buyer is unable to pay the purchase price set forth in Article 2 hereinabove by theclosing time of the sale session, and provided that the Sale Holder approves the paymentconditions of Buyer, Buyer shall have seven (7) days after the day following the close of the Saleto pay such purchase price.
2. Closing time of the sale session refers to the time the sale closes on the relevant day of therelevant sale. Close of the Sale refers to the time when all dates of the relevant sale arecompleted.
3. The time of payment stipulated in Paragraph 1 of this article will not be extended regardless ofwhether Buyer has initiated the procedures set forth in Articles 23 and 24 of the Conditions ofSale.

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Article 4. Procedures When Purchase Price Is Not Paid
In the event the purchase price is not paid within the period stipulated in Article 3 hereinabove,Buyer shall, pursuant to Article 31 of the Conditions of Sale and Articles 14 and 15 of this Agreementof Purchase and Sale, pay to Seller a penalty fine equivalent to fifty percent (50%) of the purchaseprice as set forth in Article 2 of this Agreement of Purchase and Sale.
Article 5. Transfer of Title to Horse
In accordance with Article 1 of this Agreement of Purchase and Sale, title to the Horse shall pass toBuyer at the time Buyer successfully bids for the Horse.

Article 6. Assumption of Risk
In accordance with Article 18 Paragraph 4 of the Conditions of Sale, Buyer shall assume all risk inrelation to the Horse upon successfully bidding for the Horse.

Article 7. Term of Boarding Entrustment
In the event that Buyer entrusts the boarding and keeping of the Horse to Seller at the time when thetransaction is completed or immediately prior to the closing time of the sale session, the term ofsuch entrustment shall be no longer than seven (7) days after the day following the close of the Sale.
Article 8. Delivery of Horse
1. Delivery of the Horse from Seller to Buyer shall occur at a time and location agreed upon by Seller
and Buyer after full payment of the purchase price and within the period stipulated in Article 7above.
2. Buyer or a representative thereof designated by Buyer may be present for the delivery of theHorse.
3. At the time of delivery of the Horse, Buyer shall make efforts, such as having a veterinarian inattendance, to prevent any disputes from arising later in connection with the Horse.
4. In connection with the foregoing paragraph, if Buyer wishes a veterinarian affiliated with the Sale
Holder to be in attendance, Buyer shall so notify the Sale Holder no later than three (3) days prior
to the day of delivery receipt, and Sale Holder shall have one of its veterinarian be present at thetime of delivery.

Article 9. Change of Time of Delivery
1. If, for any unavoidable reason, Buyer is unable to take delivery of the Horse as stipulated inParagraph 1 of Article 8 above, Buyer must, in order to change the time of delivery, obtain
Seller’s consent and enter into a separate Boarding Agreement with Seller no later than five (5)days prior to the original time of receipt.
2. In the event the time of delivery passes without Buyer’s completion of the procedures stipulated2

in the foregoing Paragraph, Seller shall have no further responsibilities except to maintain theHorse with the same degree of care as if the Horse were the property of Seller.
3. Buyer will be responsible for boarding and management expenses incurred after passing of thetime of delivery.

Article 10. Boarding and Management and Expenses Thereof
Seller shall be responsible for boarding and keeping of the Horse with the care of a prudent
custodian until the Horse is delivered pursuant to Paragraph 1 of Article 8 above. Necessary
expenses incurred in ordinary boarding and management during this period shall be borne by Seller,
and medical expenses and other extraordinary expenses shall be borne by Buyer.

Article 11. Handling of Accidents
1. Seller shall immediately inform Buyer and Sale Holder of any accident or illness befalling, or any
vice appearing in the Horse from the time the transaction is completed to the time the Horse isdelivered as stipulated in Paragraph 1 of Article 8 above.
2. Unless Seller is responsible for the cause of such accident, illness, or vice, Seller shall not beheld liable therefor.

Article 12. Prohibition of Assignment of Rights
1. Buyer shall not assign to a third party any right acquired in connection with this transaction until
after completing payment of the purchase price stipulated in Article 2 above.
2. In the event procedures set forth in Articles 23 and 24 of the Conditions of Sale are initiated,Buyer may not transfer title to the Horse to any third party until the Sale Holder determines theresults of the investigation or reaches its final decision even if full payment for the Horse has
been made.
Article 13. Training Sale Bridge Insurance
1. The Sale Holder shall, at its own expense, purchase a “Training Sale Bridge Insurance” policy
for the Horse as stipulated in Article 22 of the Conditions of Sale. The amount insured shall beequal to the purchase price of the Horse, and it is agreed that in the event of an accident
resulting in an insurance payment, the Sale Holder will first receive the insurance payment onbehalf of Buyer.
2. In the event of such an accident, the Sale Holder will receive the resulting insurance payment
and then forward it to Buyer.

Article 14. Rescission of Agreement
1. This Agreement of Purchase and Sale may be rescinded through the Sale Holder in the following
cases.
(1) In accordance with the provisions of the Conditions of Sale, Seller shall be entitled to rescind3

this Agreement of Purchase and Sale through the Sale Holder in the event of the following:(I) If Buyer fails to pay the purchase price by the payment due date; or(II) If Buyer breaches any provision of the Conditions of Sale.
(2) In accordance with the provisions of the Conditions of Sale, Buyer shall be entitled torescind this Agreement of Purchase and Sale through the Sale Holder in the event of thefollowing:(I) If a claim submitted by Buyer pursuant to Article 23 Paragraph 2 of the Conditions of Saleis confirmed to be true; or.
(II) If a claim submitted by Buyer pursuant to Article 24 of the Conditions of Sale is confirmed
to be true; or(III) If Seller breaches any provision of the Conditions of Sale.
2. This Agreement of Purchase and Sale cannot be rescinded for reportable conditions other thanthose listed in Article 23 Paragraph 3 of the Conditions of Sale, or if the necessary claim is notmade within the designated time period as stipulated in Article 23 Paragraph 2 of the Conditionsof Sale. Seller shall not be have any responsibility to Buyer other than to accept rescission ofthis Agreement in accordance with the terms concerning reportable conditions that are grounds
for rescission as stipulated in Article 23 Paragraph 3 of the Conditions of Sale.

Article 15. Penalty Fine
1.

In the event this Agreement of Purchase and Sale is rescinded in accordance with Paragraph 1(1) of the previous article, Buyer must pay to Seller through the Sale Holder a penalty fine equal
to 50% of the purchase price.

2.

Buyer shall not object to Seller requesting the Sale Holder to collect the penalty fine on Seller’sbehalf in accordance with Article 31 Paragraph 3 of the Conditions of Sale. In such an event,
Buyer shall pay the penalty fine as described in Paragraph 1 above to the Sale Holder.

Article 16. Court of Jurisdiction
Seller and Buyer agree that the Sapporo District Court will be the court having jurisdiction over any
and all disputes arising out of or in connection with this transaction.

Article 17. Mutual Consultation
Any matters not stipulated in this Agreement of Purchase and Sale shall be amicably handled ineach case through mutual consultation by and between Seller and Buyer.

（Date）_____________________

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Seller:Name:_______________________________________ [SEAL]

Address:_____________________________________________ _________________________________

Telephone No.:_______________________________________Name:______ _________________________________ [SEAL]

Address:_______________________________________

Buyer:_______________________________________
Telephone No.:_______________________________________

Sale Holder:
Name:

Hidaka Horse Breeders Association
Masakatsu Furukawa, Sale Director, Hokkaido Sales

Address:

1-1, Tsukiji 2-chome, Urakawa-cho, Urakawa-gun, Hokkaido

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