0001062993-15-005440 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of _____, 2015, 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
Subscription Agreement • October 16th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario

[ ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS
Subscription Agreement for Special Warrants • October 16th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • Ontario

[ ] a founder of the Corporation OR 2. [check all applicable boxes] [ ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above [ ] a truest or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

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