Northern Dynasty Minerals Ltd.: Exhibit 4.3 - Filed by newsfilecorp.com






REGISTRATION RIGHTS AGREEMENT 

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). 

WHEREAS: 

A.                  In connection with the
Subscription Agreements, dated as of _____, 2015, by and among the Company and
the Purchasers (the Subscription Agreements), the Company has agreed,
upon the terms and subject to the conditions set forth in the Subscription
Agreements, to issue and sell to each Purchaser special warrants of the Company
(the Special Warrants), each of which Special Warrants is convertible
into one common share of the Company (the Common Shares). 

B.                  In accordance with the terms
of the Subscription Agreements, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
Securities Act), and applicable state securities laws. 

NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Purchasers hereby agree as follows: 

ARTICLE 1 

DEFINITIONS

Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Subscription Agreements. As
used in this Agreement, the following terms shall have the following meanings:


1.1                  Additional Registration Period has the meaning set
forth in section 3.1.

1.2                  Additional Registration Statement has the meaning
set forth in section 3.1. 

1.3                  Business Day means any
day other than Saturday, Sunday or any other day on which commercial banks in
The City of New York or the City of Toronto are authorized or required by law to
remain closed. 

1.4                  Closing Date shall have the meaning set forth in the
Subscription Agreements. 

1.5                  Effective Date means
the date the Registration Statement has first been declared effective by the
SEC. 

1.6                  Targeted Effectiveness
Deadline means the date which is 90 calendar days after the Closing Date.


1.7                  Targeted Filing Date means the date which is 30 days
after the Closing Date. 

1.8                  Initial Registration Period has the meaning set
forth in section 3.1.

1.9                  Initial Registration Statement has the meaning set
forth in section 3.1. 




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1.10                  Investor means a
Purchaser or any transferee or assignee thereof to whom a Purchaser or another
Investor assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Article 9. 

1.11                  Person means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, a government or any
department or agency thereof, or other entity of any kind. 

1.12                  register,
registered, and registration refer to a registration effected by
preparing and filing one or more Registration Statements (as defined below) in
compliance with the Securities Act and pursuant to Rule 415 and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC. 

1.13                  Registrable
Securities means (i) the Common Shares issued issuable on exercise of the
Special Warrants, and (ii) any share capital of the Company issued with respect
to such Common Shares as a result of any split, dividend, recapitalization,
exchange or similar event or otherwise. 

1.14                  Registration
Statement means a registration statement or registration statements of the
Company filed under the Securities Act covering the Registrable Securities, any
amendments, supplements, and exhibits thereto and any material incorporated by
reference (or deemed to be incorporated by reference) therein, and includes the
Initial Registration Statement and any Additional Registration Statement. 

1.15                  Required Holders means the holders of at least 50%
of the Registrable Securities. 

1.16                  Rule 415 means Rule
415 under the Securities Act or any successor rule providing for offering
securities on a continuous or delayed basis. 

1.17                  SEC means the United States Securities and Exchange
Commission. 

ARTICLE 2 

REGISTRATION 

2.1                  Mandatory
Registration. The Company shall prepare, and, as soon as practicable but in
no event later than the Targeted Filing Date, file with the SEC the Registration
Statement on Form F-3 covering the resale of all of the Registrable Securities
(the Initial Registration Statement). In the event that Form F-3 is
unavailable for such a registration, the Company shall use such other form as is
available for such a registration, subject to the provisions of Section 2.4. The
Initial Registration Statement prepared pursuant hereto shall register for
resale all of the Registrable Securities issuable as of the date the
Registration Statement is initially filed with the SEC. The Registration
Statement shall contain (except if otherwise directed by the Required Holders)
the Selling Stockholders and Plan of Distribution sections
in substantially the form attached hereto as Exhibit A. The Company shall
use reasonable best efforts to have the Registration Statement declared
effective by the SEC as soon as practicable, but in no event later than the
Targeted Effectiveness Date. By 9:30 a.m. on the Business Day immediately
following the Effective Date, the Company shall file with the SEC in accordance
with Rule 424 under the Securities Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement. The Company shall
keep such Initial Registration Statement continuously effective pursuant to Rule
415 at all times until the second anniversary of this Agreement (the Initial
Registration Period). If after the expiry of the Initial Registration
Period, there are one or more Investors that individually (together with such
Investors affiliates and any other person with whom they may be deemed to be a
group within the meaning of Rule 13d-5 under the US Securities Exchange Act) are
the beneficial owner, as calculated in accordance with Rule 13d-1 of the
Exchange Act, of more than 9.9% of the then issued and outstanding shares of the
Company and the Company has withdrawn any Registration Statement filed within
the Initial Registration Period or any such Registration Statement otherwise
ceases to be effective, then such Investors will have a demand registration
right to cause the Company to file a further Registration Statement covering the
registration of such Registrable Securities then owned by such Investors (the
Additional Registration Statement). The Company will file such Additional
Registration Statement within twenty (20) days of written receipt of a request
from an Investor further to this demand registration right and will maintain the
effectiveness of such Additional Registration Statement until the earlier of (i)
the date as on which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without limitation or restriction
pursuant to Rule 144 (or any successor thereto) promulgated under the Securities
Act without the requirement for the Company to be in compliance with the current
public information requirements under Rule 144 or any volume limitations or
manner of sale requirements, (ii) the date on which no Investor (together with
such Investors affiliates and any other person with whom they may be deemed to
be a group within the meaning of Rule 13d-5 under the US Securities Exchange
Act) is the beneficial owner, as calculated in accordance with Rule 13d-1 of the
Exchange Act, of more than 9.9% of the issued and outstanding shares of the
Company, and (iii) the one year anniversary of the date of effectiveness of the
Additional Registration Statement (the Additional Registration Period).
If after expiry of the Additional Registration Period, there remain one or more
Investors that individually (together with such Investors affiliates and any
other person with whom they may be deemed to be a group within the meaning of
Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as
calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9%
of the issued and outstanding shares of the Company and the Company has
withdrawn any Additional Registration Statement filed within the Additional
Registration Period or any such Registration Statement otherwise ceases to be
effective, such Investor or Investors will have one additional demand
registration right to cause the Company to file a further Additional
Registration Statement for a further Additional Registration Period on the
equivalent terms for the initial demand registration right described above in
this paragraph. 




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2.2                  Limitation to Registrable Securities. In no
event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required
Holders. 

2.3                  Legal Counsel. Each
Investor may designate legal counsel from time to time to review and oversee at
the expense of such Investor any registration pursuant to this Article 2 (the Legal Counsel). The Company and
Legal Counsel shall reasonably cooperate with each other in performing the
Companys obligations under this Agreement. 

2.4                  Ineligibility for Form
F-3. In the event that Form F-3 is not available for the registration of the
resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form that covers the
resale of all of the Registrable Securities pursuant to the provisions of this
Agreement and (ii) undertake to register the Registrable Securities on Form F-3
as soon as such form is available, provided that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form F-3 covering the Registrable Securities has been
declared effective by the SEC. 

2.5                  Effect of Failure to
Obtain Effectiveness of Registration Statement. If a Registration Statement
covering all of the Registrable Securities is not declared effective by the SEC
on or before the applicable Targeted Effectiveness Date then the Company shall
continue to use its reasonable best efforts to have it declared effective.

ARTICLE 3 

RELATED OBLIGATIONS 

At such time as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section 2.1 and so long as such Registration
Statement remains effective and has not been withdrawn, the Company will use
reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations: 

3.1                  Acceleration; Adequate
Disclosure. The Company shall submit to the SEC, within two Business Days
after the Company learns that no review of a particular Registration Statement
will be made by the staff of the SEC or that the staff has no further comments
on a particular Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than 48 hours after the submission of such request. The Company shall
keep each Registration Statement continuously effective pursuant to Rule 415 at
all times during the Initial Registration Period and any Additional Registration
Period. The Company shall ensure that each Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein (in
the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. 




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3.2                  Amendments to Registration Statement. The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement continuously effective at all
times during the Initial Registration Period and any Additional Registration
Period and, if any such Registration Statement is not withdrawn at the
expiration of the Initial Registration Period or Additional Registration Period,
as applicable, at all times until so withdrawn, and, during such period, comply
in all material respects with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3.2) by reason of the Company filing with or furnishing to the SEC
a report under the Securities Exchange Act of 1934, as amended (the Exchange
Act), the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement such
Registration Statement. The Company shall respond as promptly as reasonably
practicable to any comments received from the SEC with respect to each
Registration Statement or any amendment thereto and, as promptly as reasonably
possible, provide the Investors true and complete copies of all correspondence
from and to the SEC relating to such Registration Statement that pertains to the
Investors as Selling Stockholders but not any comments that would result in the
disclosure to the Investors of material and non-public information concerning
the Company. 

3.3                  Review by Legal Counsel;
Information Rights. The Company shall (A) permit Legal Counsel to review and
comment upon (i) a Registration Statement at least three Business Days prior to
its filing with the SEC and (ii) all amendments and supplements to all
Registration Statements (except for Form 20-F, Form 6-K and similar continuous
disclosure reports) at least three Business Days prior to their filing with the
SEC, and (B) not file any Registration Statement or amendment or supplement
thereto in a form to which Legal Counsel reasonably objects. Legal Counsel shall
provide any comments within two Business Days after receipt of a document for
review pursuant to the previous sentence. The Company shall, as promptly as
practicable, furnish to Legal Counsel, without charge, (i) copies of any
correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to any Registration Statement, (ii) after the same is
prepared and filed with the SEC, one copy of any Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, and
all exhibits and (iii) upon the effectiveness of any Registration Statement, one
copy of the prospectus included in such Registration Statement and all
amendments and supplements thereto. The Company shall reasonably cooperate with
Legal Counsel in performing the Companys obligations pursuant to this Article
3. 

3.4                  Prospectus Delivery.
The Company shall, as promptly as practicable, furnish to each Investor whose
Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one copy
of such Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, all exhibits and each preliminary prospectus, (ii)
upon the effectiveness of any Registration Statement, an electronic copy of the
prospectus included in such Registration Statement and all amendments and
supplements thereto; provided, that the Company shall promptly provide each
Investor with such number of copies of such prospectus as such Investor may
reasonably request and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor. 

3.5                  Blue Sky Compliance.
The Company shall use reasonable best efforts to (i) register and qualify or
cooperate with the selling Investors in connection with the registration or
qualification (or exemption from the registration or qualification) of
Registrable Securities for the resale by Investors of the Registrable Securities
covered by a Registration Statement under such other securities or blue sky laws
of all applicable jurisdictions in the United States, (ii) prepare and file in
those jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Initial Registration Period and
any Additional Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Initial Registration Period and any Additional Registration
Period, and (iv) take all other actions reasonably necessary or advisable to
qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3.5, (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel and each Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction in the United
States or its receipt of notice of the initiation or threatening of any
proceeding for such purpose. 




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3.6                  Updates to Prospectus.
The Company shall notify Legal Counsel and each Investor in writing of the
happening of any event, as promptly as practicable after becoming aware of such
event, or the passage of time as a result of which a Registration Statement or
the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or an omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material non-public
information), and, subject to Section 3.16, promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission and deliver ten (10) copies of such supplement or amendment to Legal
Counsel and each Investor (or such other number of copies as Legal Counsel or
such Investor may reasonably request). The Company shall also promptly notify
Legal Counsel and each Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and each
Investor by facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC or any other federal or state government
authority for amendments or supplements to a Registration Statement or related
prospectus or related information, (iii) of the Companys reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate, and (iv) when the SEC notifies the Company whether there will be
a review of such Registration Statement and whenever the SEC comments in writing
on any Registration Statement (in which case the Company shall provide to each
of the Investors true and complete copies of all comments that pertain to the
Investors as a Selling Stockholder or to the Plan of Distribution and all
written responses thereto, but not information that the Company believes would
constitute material and non-public information). The Company shall notify Legal
Counsel and each Investor in writing not more than one Business Day after (x)
the Company becoming aware of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened (collectively, Proceeding), for
that purpose; or (y) the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose. 

3.7                  Prevention of Suspension
of Effectiveness. The Company shall use commercially reasonable efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify Legal Counsel and each Investor who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of
notice of the initiation or threat of any proceeding for such purpose. 

3.8                  Underwriter Status.
If, after the execution of this Agreement, the SEC informs the Company that one
or more of the Investors may be an underwriter of Registrable Securities, the
Company shall not name such Investors as Underwriters without the consent of
such Investors and failing the timely receipt of such consent, such Investors
Registrable Securities shall be removed from the Registration Statement. 




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3.9                  Confidentiality. The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws or
Canadian Securities Laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement,
(iii) the release of such information is ordered pursuant to a subpoena or other
order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public. The Company agrees
that it shall to the extent lawfully possible, upon learning that disclosure of
such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to such Investor and allow such Investor, at the Investors
expense, to undertake reasonable and appropriate action to prevent disclosure
of, or to obtain a protective order for, such information. 

3.10                  Listing of Registrable
Securities. The Company shall cause all of the Registrable Securities
covered by a Registration Statement to be listed on the Toronto Stock Exchange
and the NYSE MKT and each other securities exchange or automated quotation
system on which securities of the same class or series issued by the Company are
then listed. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3.10. 

3.11                  Certificates. The
Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such amounts as the Investors may reasonably
request and registered in such names as the Investors may request. 

3.12                  Prospectus Supplements
Requested by Investor. If reasonably requested by an Investor, the Company
shall, as soon as practicable (i) incorporate in a prospectus supplement or
post-effective amendment such information as an Investor reasonably requests to
be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities
to be sold in such offering; (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably
requested by an Investor holding any Registrable Securities. 

3.13                  Compliance with
Regulations. The Company shall otherwise use commercially reasonable efforts
to comply with all applicable rules and regulations of the SEC, the British
Columbia Securities Commission, and all other applicable regulatory authorities
in connection with any registration hereunder, including without limitation Rule
172 under the Securities Act. Further, the Company shall notify the Investors
promptly if the Company no longer satisfies the conditions of Rule 172. 

3.14                  Reporting Issuer
Status. During the Initial Registration Period and any Additional
Registration Period, the Company shall continue to be a reporting issuer or the
equivalent thereof in good standing under the applicable Canadian Securities
Laws in each of the provinces of Canada in which it is currently a reporting
issuer and shall continue to be in compliance with all applicable Canadian
Securities Laws in all material respects and will make all necessary filings
(including, without limitation, the filing of all continuous disclosure
materials) required to be filed by the Company pursuant to the Canadian
Securities Laws, but will not be required to qualify the Registrable Securities
for sale in Canada. 

3.15                  Confirmation of
Effectiveness to Transfer Agent. Within one Business Day after a
Registration Statement that covers Registrable Securities is ordered effective
by the SEC, the Company shall deliver, and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such
Registration Statement) written confirmation that such Registration Statement
has been declared effective by the SEC. 

3.16                  Disclosure Grace
Period. Notwithstanding anything to the contrary herein, at any time after
the Effective Date, the Company may delay the disclosure of material non-public
information concerning the Company the disclosure of which at the time is not,
in the good faith opinion of the Board of Directors of the Company, in the best
interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a Grace Period); provided, that the Company shall promptly (i)
notify the Investors in writing of the existence of material non-public
information giving rise to a Grace Period (provided that in each notice the
Company will not disclose the content of such material non-public information to
the Investors) and the date on which the Grace Period will begin, (ii) use
reasonable best efforts to terminate a Grace Period as promptly as practicable,
and (iii) notify the Investors in writing of the date on which the Grace Period
ends; and, provided further, that no Grace Period shall exceed 10 consecutive
days and no more than two Grace Periods shall occur during any 365 day period
and the first day of any Grace Period must be at least two trading days after
the last day of any prior Grace Period (each, an Allowable Grace Period).
For purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Investors receive the notice referred to
in clause (i) and shall end on and include the later of the date the Investors
receive the notice referred to in clause (ii) and the date referred to in such
notice. The provisions of Section 2.5 hereof shall not be applicable during the
period of any Allowable Grace Period. Upon expiration of the Grace Period, the
Company shall again be bound by the first sentence of Section 3.6 with respect
to the information giving rise thereto unless such material non-public
information is no longer applicable. Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to deliver unlegended shares of
Common Shares to a transferee of an Investor in accordance with the terms of the
Subscription Agreements in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to
the Investors receipt of the notice of a Grace Period and for which the Investor
has not yet settled.




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3.17                  F-3 Eligibility. The
Company shall use reasonable best efforts to maintain compliance with the
eligibility requirements of Form F-3 so that such form is continuously available
for the registration of the resale of Registrable Securities during the Initial
Registration Period and any Additional Registration Period. 

ARTICLE 4 

OBLIGATIONS OF THE INVESTORS 

4.1                  Information to be Included
in Registration Statement. At least five Business Days prior to the first
anticipated filing date of a Registration Statement other than the Initial
Registration Statement, the Company shall notify each Investor in writing of the
information the Company requires from each such Investor if such Investor elects
to have any of such Investors Registrable Securities included in such
Registration Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable Securities of a particular Investor that such Investor
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the
effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.

4.2                  Cooperation. Each
Investor, by such Investors acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Investor has notified the Company in writing of such Investors election to
exclude all of such Investors Registrable Securities from such Registration
Statement. 

4.3                  Cease Disposition.
Each Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.6, such Investor will
immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such
Investors receipt of notice that the supplemented or amended prospectus
contemplated by Section 3.6 has been filed with the SEC or receipt of notice
that no supplement or amendment is required. Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Shares to a transferee of an Investor in accordance with the
terms of the Subscription Agreements in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for
sale prior to the Investors receipt of a notice from the Company of the
happening of any event of the kind described in Section 3.6 and for which the
Investor has not yet settled. For the avoidance of doubt, each Investor may
continue to resell any Registrable Securities pursuant to Rule 144 or any other
available exemption from registration. 




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4.4                  Prospectus Delivery.
Each Investor covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the
Registration Statement. 

ARTICLE 5 

EXPENSES OF REGISTRATION 

All expenses, other than underwriting discounts and commissions
or as otherwise provided in this Agreement, incurred in connection with
registrations, filings or qualifications pursuant to Articles 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, and fees and disbursements of counsel for
the Company shall be paid by the Company. 

ARTICLE 6 

INDEMNIFICATION 

In the event any Registrable Securities are included in a
Registration Statement under this Agreement: 

6.1                  Indemnification by
Company. To the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, members, partners, employees, agents, representatives of, and each
Person, if any, who controls any Investor within the meaning of the Securities
Act or the Exchange Act (each, an Indemnified Person), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable attorneys fees, amounts paid in settlement or expenses, joint
or several, (collectively, Claims) incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or
appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto
(Indemnified Damages), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other blue sky laws of any
jurisdiction in which Registrable Securities are offered (Blue Sky
Filing), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, the Canadian Securities Laws, any other law, including,
without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement or (iv) any violation of this Agreement (the matters
in the foregoing clauses (i) through (iv) being, collectively,
Violations). Subject to Section 6.3, the Company shall reimburse the
Indemnified Persons, promptly as such Indemnified Damages are incurred and are
due and payable, for any legal fees or other reasonable expenses incurred by
them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.1: (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in
reliance upon and in strict conformity with information furnished in writing to
the Company by such Indemnified Person expressly for use in the Registration
Statement or any amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company to such Indemnified Person pursuant to
Section 3.3; and (ii) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Article 9. 




- 9 - 

6.2                  Indemnification by
Investor. In connection with any Registration Statement in which an Investor
is participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6.1, the Company, each of its directors, each of its
officers who signs the Registration Statement and each Person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (each, an Indemnified Party), against any Claim or Indemnified
Damages to which any of them may become subject, under the Securities Act, the
Exchange Act. Canadian Securities Laws or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in strict conformity with written information furnished to the Company
by such Investor expressly for use in the Registration Statement or any
amendment thereof or supplement thereto and, subject to Section 6.3, such
Investor will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6.2
and the agreement with respect to contribution contained in Article 7 shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld or delayed;
provided, further, however, that the Investor shall be liable under this Section
6.2 and/or Article 7 for only that amount of a Claim or Indemnified Damages as
does not exceed the dollar amount of the net proceeds received by such Investor
as a result of the sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to
Article 9. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this
Section 6.2 with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented. 

6.3                  Participation;
Cooperation. Promptly after receipt by an Indemnified Person or Indemnified
Party under this Article 6 of notice of
the commencement of any action or proceeding (including any governmental action
or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Article 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for such
Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. In the case of an
Indemnified Person, legal counsel referred to in the proviso of the immediately
preceding sentence shall be selected by the Investors holding at least a
majority in interest of the Registrable Securities included in the Registration
Statement to which the Claim relates. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person that relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person reasonably apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such Claim or litigation, and such
settlement shall not include any admission as to fault on the part of the
Indemnified Party. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified Person or Indemnified Party under this Article
6, except to the extent that the
indemnifying party is materially prejudiced in its ability to defend such
action. 




- 10 - 

6.4                  Payment of
Indemnification. The indemnification required by this Article 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred. 

6.5                  Non-Exclusive Remedy.
The indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law. 

ARTICLE 7 

CONTRIBUTION 

To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Article 6 to the fullest extent
permitted by law; provided, however, that: (i) no Person involved in the sale of
Registrable Securities that is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) in connection with such sale
shall be entitled to contribution from any Person involved in such sale of
Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities pursuant to such Registration Statement. 

ARTICLE 8 

REPORTS UNDER THE EXCHANGE ACT

8.1                  With a view to making
available to the Investors the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public
without registration (Rule 144), the Company agrees to: 

(a)                  make and keep public
information available, as those terms are understood and defined in Rule 144 and
published interpretations of the SEC thereon; 

(b)                  file with the SEC in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act for so long as the filing of such reports
and other documents is required for the applicable provisions of Rule 144;

(c)                  furnish to each Investor so
long as such Investor owns Registrable Securities, promptly upon request, (i) a
written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act, and
(ii) such other information as may be reasonably requested to permit the
Investors to sell such securities pursuant to Rule 144 without registration; and


(d)                  accept any Rule 144 legal
opinion of counsel to the Investor, which counsel shall be reasonably acceptable
to the Company regarding a transfer of Registrable Securities under Rule 144,
or, at the Investors request, cause counsel to the Company to provide any such
Rule 144 legal opinion at the Companys expense to the extent that such Rule 144
legal opinion can reasonably be provided by counsel to the Company. 




- 11 - 

ARTICLE 9 

ASSIGNMENT OF REGISTRATION RIGHTS

The rights under this Agreement shall be automatically
assignable by the Investors to any transferee of all or any portion of such
Investors Registrable Securities if: (i) the Investor agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the
applicable requirements of the Subscription Agreements, and in accordance with
all applicable securities laws. 

ARTICLE 10 

AMENDMENT OF REGISTRATION RIGHTS 

Provisions of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Required Holders. Any amendment or waiver effected in accordance with
this Article 10 shall be binding upon
each Investor and the Company. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Registrable
Securities. If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with this
Article 10, then the Number of
Registrable Securities to be registered for each Investor shall be reduced pro
rata among all Investors. No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of any
of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement. 

ARTICLE 11 

MISCELLANEOUS 

11.1                  Holders of Record. A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the record owner of such
Registrable Securities. 

11.2                  Notices. Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be: 

If to the Company:

Northern Dynasty Minerals Ltd.

15th Floor - 1040 West Georgia Street 
Vancouver, BC, Canada V6E 4H1

Fax: (604) 684-8092 
Attention: Trevor Thomas
[TrevorThomas@hdimining.com] 




- 12 - 

If to the Purchasers as per Schedule or
as they may notify the Company.

With courtesy copies (which shall not
be required for valid notice) to counsel:

For Company: 
McMillan LLP 
1500
1055 West Georgia Street, 
Vancouver, BC, Canada 
V6E 4N7 
Fax 604 685
7084
Attention: Bernhard Zinkhofer, Esq.(Bernhard.Zinkhofer@mcmillan.ca) 

For Investors:
As per the registration details contained in
their Special Warrants 


If to a Purchaser, to its address and facsimile number set
forth on the Schedule of Purchasers attached hereto, with copies to such
Purchasers representatives as set forth on the Schedule of Purchasers, or to
such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each
other party five days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the senders facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a
courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively. 

11.3                  No Waiver. Failure of
any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. 

11.4                  Governing Law; Waiver of
Jury Trial. This Registration Rights Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein. Each Investor hereby irrevocably attorns to
the non-exclusive jurisdiction of the courts of the Province of Ontario with
respect to any matters arising out of this Registration Rights Agreement .
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY. 

11.5                  Entire Agreement.
This Agreement, the Subscription Agreements and the agreements entered into
pursuant to the Subscription Agreement and the instruments referenced herein and
therein constitute the entire agreement among the parties hereto with respect to
the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, the other Transaction Documents and the instruments
referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


11.6                  Successors and
Assigns. Subject to the requirements of Article 9, this Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of each of the parties hereto. 

11.7                  Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 

11.8                  Counterparts; Facsimile
Signatures. This Agreement may be executed in identical counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. 




- 13 - 

11.9                  Further Assurances; No
Inconsistent Agreements. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby. Neither the Company nor any of its
subsidiaries (as such term is defined in the Business Corporations Act
(British Columbia)) (the subsidiaries) has entered, as of the date
hereof, nor shall the Company or any of the Subsidiaries, on or after the date
hereof, enter into any agreement with respect to its securities, that would have
the effect of impairing the rights granted to the Investors in this Agreement or
otherwise conflicts with the provisions hereof. 

11.10                  Required Consent.
All consents and other determinations required to be made by the Investors
pursuant to this Agreement shall be made, unless otherwise specified in this
Agreement, by the Required Holders. 

11.11                  Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.

11.12                  No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person,
except to the extent set forth in Article 6. 

11.13                  Several Liability.
The obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other Investor.
Nothing contained herein, and no action taken by any Investor hereto, shall be
deemed to constitute the Investors as a partnership, an association, a joint
venture or any other kind of entity or group, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated herein. 

[Signature Page Follows] 




- 14 - 

IN WITNESS WHEREOF, each Purchaser and the Company have
caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above. 

	 	COMPANY: 
	 	 
	 	  
	 	NORTHERN DYNASTY MINERALS LTD. 
	 	 
	 	 
	 	  
	 	By:            
      __________________________________
	 	 
	 	           
             Name: 
	 	 
	 	           
             Title: 


[Signature Page to Registration Rights Agreement] 




- 15 - 

IN WITNESS WHEREOF, each Purchaser and the Company have
caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above. 

	 	PURCHASER: 
	 	 
	 	 
	 	  
	 	By:            
      ______________________________
	 	 
	 	           
             Name: 
	 	 
	 	           
             Title: 


[Purchaser Signature Page to Registration Rights Agreement] 




- 16 - 

SCHEDULE OF PURCHASERS 

	  	Purchasers Address 	Purchasers Representatives
  
	  	  	Address, email 
	Purchaser Name 	and Facsimile Number and email
    	  
	  	  	and Facsimile Number







- 17 - 

EXHIBIT A 

SELLING STOCKHOLDERS 

For additional information regarding the issuance of the Common
Shares, see Private Placement of Special Warrants above. We are registering the
shares of Common Shares in order to permit the selling stockholders to offer the
shares for resale from time to time. Except for the issuance of the Special
Warrants pursuant to the Subscription Agreements and the conversion of these
Special Warrants into Common Shares, the selling stockholders have not had any
material relationship with us within the past three years. 

The table below lists the selling stockholders and other
information regarding the beneficial ownership of the shares of Common Shares by
each of the selling stockholders. The second column lists the number of shares
of Common Shares beneficially owned by each selling stockholder, based on its
ownership of the Special Warrants issued pursuant to the Subscription Agreements
and assuming full conversion of such Special Warrants, as of __________, 2015.
The third column lists the shares of Common Shares being offered by this
prospectus by the selling stockholders. The fourth column assumes the sale of
all of the shares offered by the selling stockholders pursuant to this
prospectus. The selling stockholders may sell all, some or none of their shares
in this offering. See Plan of Distribution. 

	  	  	Maximum Number of 	  
	  	Number of Shares 	Shares 	  
	Name of Selling 	Beneficially Owned Prior 	to be Sold Pursuant to 	Number of Shares 
	Stockholder 	to Offering 	this Prospectus 	Owned After Offering
  






- 18 - 

PLAN OF DISTRIBUTION 

We are registering the shares of Common Shares to permit the
resale of these shares of Common Shares by the selling stockholders from time to
time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling stockholders of the shares of Common Shares. 

The selling stockholders may sell all or a portion of the
shares of Common Shares beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents.
If the shares of Common Shares are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or
commissions or agents commissions. The shares of Common Shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of the sale, at varying prices determined at the time of sale, or at
negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions,

		• 	on any national securities exchange or
      quotation service on which the securities may be listed or quoted at the
      time of sale; 
	 	 	 
	 	• 	in the over-the-counter market; 
	 	 	 
	 	• 	in transactions otherwise than on these
      exchanges or systems or in the over-the-counter market; 
	 	 	 
		• 	through the writing of options, whether such
      options are listed on an options exchange or otherwise; 
	 	 	 
	 	• 	ordinary brokerage transactions and
      transactions in which the broker-dealer solicits purchasers; 
	 	 	 
		• 	block trades in which the broker-dealer will
      attempt to sell the shares as agent but may position and resell a portion
      of the block as principal to facilitate the transaction; 
	 	 	 
	 	• 	purchases by a broker-dealer as principal and
      resale by the broker-dealer for its account; 
	 	 	 
	 	• 	an exchange distribution in accordance with the
      rules of the applicable exchange; 
	 	 	 
	 	• 	privately negotiated transactions; 
	 	 	 
	 	• 	short sales; 
	 	 	 
	 	• 	sales pursuant to Rule 144; 
	 	 	 
		• 	broker-dealers may agree with the selling
      stockholders to sell a specified number of such shares at a stipulated
      price per share; 
	 	 	 
	 	• 	a combination of any such methods of sale; and
    
	 	 	 
	 	• 	any other method permitted pursuant to
      applicable law. 


If the selling stockholders effect such transactions by selling
shares of Common Shares to or through underwriters, broker-dealers or agents,
such underwriters, broker-dealers or agents may receive commissions in the form
of discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of Common Shares for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, broker-dealers or agents may be in
excess of those customary in the types of transactions involved). In connection
with sales of the shares of Common Shares or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares of Common Shares in the course of hedging in
positions they assume. The selling stockholders may also sell shares of Common
Shares short and deliver shares of Common Shares covered by this prospectus to
close out short positions and to return borrowed shares in connection with such
short sales. The selling stockholders may also loan or pledge shares of Common
Shares to broker-dealers that in turn may sell such shares. 




- 19 - 

The selling stockholders may pledge or grant a security
interest in some or all of the warrants or notes owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of Common Shares from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as
amended, amending, if necessary, the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer and donate the
shares of Common Shares in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus. 

At the time a particular offering of the shares of Common
Shares is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of Common Shares being offered and
the terms of the offering, including the name or names of any broker-dealers or
agents, any discounts, commissions and other terms constituting compensation
from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. 

Under the securities laws of some states, the shares of Common
Shares may be sold in such states only through registered or licensed brokers or
dealers. In addition, in some states the shares of Common Shares may not be sold
unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with. 

There can be no assurance that any selling stockholder will
sell any or all of the shares of Common Shares registered pursuant to the
registration statement, of which this prospectus forms a part. 

The selling stockholders and any other person participating in
such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the
shares of Common Shares by the selling stockholders and any other participating
person. To the extent applicable Regulation M may also restrict the ability of
any person engaged in the distribution of the shares of Common Shares to engage
in market-making activities with respect to the shares of Common Shares. All of
the foregoing may affect the marketability of the shares of Common Shares and
the ability of any person or entity to engage in market-making activities with
respect to the shares of Common Shares. 

We will pay all expenses of the registration of the shares of
Common Shares pursuant to the registration rights agreements, estimated to be $[
] in total, including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or blue sky laws;
provided, however, that a selling stockholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling
stockholders against liabilities, including some liabilities under the
Securities Act, in accordance with the registration rights agreements, or the
selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under
the Securities Act, that may arise from any written information furnished to us
by the selling stockholder specifically for use in this prospectus, in
accordance with the related registration rights agreements, or we may be
entitled to contribution. 

Once sold under the registration statement, of which this
prospectus forms a part, the shares of Common Shares will be freely tradable
under the Securities Act in the hands of persons other than our affiliates.