AGM Proxy Form

AGM PROXY FORM

This Annual General Meeting Proxy (the "Proxy") is made on this date: Day: Month: Year: between Shareholder Name: of Address: (the "Shareholder") and Appointee Name: of Address: (the "Proxy Holder").

RECITALS

WHEREAS, the Shareholder is the registered holder of the number and class of shares set forth below and is entitled to attend and vote at the Annual General Meeting described herein;

WHEREAS, the Shareholder desires to appoint the Proxy Holder to attend, represent and vote on the Shareholder's behalf at the meeting specified below, subject to the terms and limitations set forth in this Proxy; and

WHEREAS, the Company has convened an Annual General Meeting for the purpose of considering the resolutions and other business described below.

NOW THEREFORE

In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Shareholder hereby appoints the Proxy Holder, with full power of substitution, to attend the Annual General Meeting and any adjournment or postponement thereof of:

Meeting Date: Day: Month: Year: , Time: , Place: .

1. APPOINTMENT; AUTHORITY

1.1 Appointment. The Shareholder appoints the Proxy Holder to attend, speak, demand a poll, vote and generally act for and on behalf of the Shareholder at the Annual General Meeting and any adjournment or postponement thereof, with all powers the Shareholder would possess if personally present, subject to any contrary instructions set forth in Section 3 below.

1.2 Incidental Powers. The Proxy Holder is authorized to sign any documents, give written or oral acknowledgements, and to take such incidental or ancillary actions as the Proxy Holder reasonably determines are necessary or desirable to effectuate the exercise of the powers granted in this Proxy.

2. SHARES AND CLASS

3. VOTING INSTRUCTIONS

3.1 Specific Instructions. The Shareholder directs the Proxy Holder to vote the shares described in Section 2 in respect of the following numbered resolutions in the manner indicated below. If the Shareholder does not provide a direction for a particular resolution, the Proxy Holder shall vote as the Proxy Holder determines in the Shareholder's best interest.

For Against Abstain

For Against Abstain

If any other matter is properly brought before the meeting that is not described above, the Shareholder instructs the Proxy Holder: to vote at the Proxy Holder's discretion to abstain from voting

4. DURATION; REVOCATION

4.1 Duration. This Proxy shall be effective for the Annual General Meeting specified in this Proxy and for any adjournment or postponement thereof, unless earlier revoked in accordance with Section 4.2.

4.2 Revocation. The Shareholder may revoke this Proxy by a written notice of revocation delivered to the Company prior to the commencement of the meeting, or by attending the meeting in person and voting the shares directly. Any such revocation will not affect acts taken by the Proxy Holder prior to receipt of the revocation.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

5.1 Shareholder Representations. The Shareholder represents and warrants that the Shareholder is the lawful owner of the shares described in Section 2, has full power and authority to grant this Proxy, and that this Proxy is not subject to any pledge, lien, security interest, or restriction that would prevent the vote of such shares as directed.

5.2 Indemnity. To the fullest extent permitted by law, the Shareholder agrees to indemnify and hold harmless the Proxy Holder from and against any claims, liabilities, losses, damages, costs or expenses (including reasonable legal fees) arising from actions taken in good faith pursuant to this Proxy, except to the extent caused by the willful misconduct or gross negligence of the Proxy Holder.

6. NOTICES

Notices given under this Proxy shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail, or transmitted by other means which provide written evidence of delivery to the addresses specified above.

7. MISCELLANEOUS

7.1 Governing Law. This Proxy shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to conflict of laws principles.

7.2 Entire Agreement. This Proxy constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

7.3 Severability. If any provision of this Proxy is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent to the maximum extent permitted by law.

7.4 Amendments; Waiver. This Proxy may be amended or modified only by a written instrument signed by the Shareholder and the Proxy Holder. No waiver by any party of any breach or default shall constitute a waiver of any subsequent breach or default.

7.5 Counterparts. This Proxy may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signature page by electronic transmission shall be effective as delivery of an original.

CERTIFICATION

The undersigned certifies under penalty of perjury that the undersigned is the person entitled to vote the shares specified herein, that the information provided in this Proxy is true and correct, and that the undersigned has full authority to grant the powers granted herein.

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