0001062993-15-000712 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December __, 2014, by and among Northern Dynasty Minerals Ltd., a corporation organized under the laws of the Province of British Columbia (the “Company”), and the undersigned purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).

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NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS THE SPECIAL WARRANTS BEING ARE OFFERED FOR SALE ONLY WHERE PERMITTED BY APPLICABLE LAW AND ONLY TO ELIGIBLE SUBSCRIBERS RESIDENT IN CANADA, THE UNITED STATES OR OTHER...
Subscription Agreement • February 13th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario

The following items in this Subscription Agreement must be completed (please tick applicable boxes when returning this form with funds):

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