Legal Deed of Issue

LEGAL DEED OF ISSUE

This Deed of Issue (the "Deed") is made on by and between Issuer Name: with principal address at (Issuer) and Grantee Name: with principal address at (Grantee).

RECITALS

WHEREAS, Issuer is authorized under its governing instruments and applicable law to issue the instrument described below and to confer the rights set forth in this Deed; and

WHEREAS, Issuer desires to issue and grant to Grantee, and Grantee desires to accept, the instrument evidenced by this Deed on the terms set forth herein; and

WHEREAS, the instrument to be issued is described as: , series or identification: , quantity or units: , nominal or par value (if applicable): .

NOW THEREFORE, in consideration of the mutual covenants, representations and warranties set forth in this Deed, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Deed, unless the context otherwise requires, the following terms shall have the following meanings: "Instrument" means the instrument issued pursuant to Section 2; "Effective Date" means the date of issuance recorded under Section 4; "Register" means any book, ledger or electronic record maintained by Issuer evidencing ownership of Instruments.

2. ISSUE AND GRANT

2.1 Issue. Subject to the terms and conditions of this Deed, Issuer hereby issues and grants to Grantee, and Grantee accepts, the Instrument described in the Recitals. The Instrument shall be issued on the Effective Date: and shall confer the rights and obligations set forth in this Deed and the Instrument itself.

2.2 Title and Transfer. Upon delivery and, where applicable, registration, full legal and beneficial title to the Instrument shall pass to Grantee free and clear of any liens, encumbrances or adverse claims except as expressly set forth in this Deed. Issuer shall record Grantee as holder in the Register upon issuance or as soon as reasonably practicable thereafter.

3. CONSIDERATION

3.1 Consideration. The consideration for issuance of the Instrument shall be: payable in the manner set forth below or otherwise acknowledged by Issuer.

4. DELIVERY, REGISTRATION AND RECORDING

4.1 Delivery. The Instrument shall be delivered to Grantee upon satisfaction of the conditions precedent set forth herein and upon receipt of the consideration described in Section 3. Issuer's delivery of the Instrument to Grantee or to a custodian designated in writing by Grantee shall constitute delivery for all purposes.

4.2 Registration and Recording. Issuer shall cause the Register to reflect Grantee as the holder of the Instrument and shall, if applicable, take all actions reasonably necessary to permit recording of this Deed or the Instrument in the appropriate public records at Grantee's expense, unless otherwise agreed in writing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Issuer's Representations. Issuer represents and warrants to Grantee that as of the Effective Date: (a) Issuer has full power and authority to enter into this Deed and to issue the Instrument; (b) the Instrument when issued will be duly authorized, validly issued, fully paid and non-assessable, except as expressly provided by applicable law; and (c) issuance of the Instrument will not violate Issuer's organizational documents or applicable law.

5.2 Grantee's Representations. Grantee represents and warrants to Issuer that as of the Effective Date: (a) Grantee has full power and authority to accept the Instrument and to perform its obligations under this Deed; and (b) the acceptance of the Instrument will not violate Grantee's governing documents or applicable law.

6. COVENANTS

6.1 Issuer Covenants. Issuer covenants that it shall (a) maintain the Register in which the Instrument shall be recorded; (b) provide reasonable access to records concerning the Instrument to Grantee upon reasonable request; and (c) not take any action that would impair the rights of Grantee under this Deed except as permitted by this Deed or agreed in writing by Grantee.

6.2 Grantee Covenants. Grantee covenants to deliver any required documentation and to cooperate with Issuer to effect registration, recording and delivery of the Instrument and to comply with applicable law in respect of ownership and transfer of the Instrument.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Deed shall be in writing and delivered to the parties at their addresses set forth below or at such other address as a party may specify by notice in accordance with this Section. Delivery by courier, certified mail or email transmitted with confirmation are proper methods of notice.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Deed shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law. The parties agree to submit to the exclusive jurisdiction of the courts of that jurisdiction to resolve any disputes arising out of or relating to this Deed.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

9.1 Entire Agreement. This Deed, together with any instruments delivered pursuant hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

9.2 Severability. If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

9.3 Amendment and Waiver. No amendment or waiver of any provision of this Deed shall be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

10. FURTHER ASSURANCES; COUNTERPARTS

Each party shall execute and deliver such further documents and do such further acts and things as may be reasonably required to give full effect to this Deed. This Deed 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.

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