Legal Share Issuance Instruction

LEGAL SHARE ISSUANCE INSTRUCTION

This Legal Share Issuance Instruction (the Instruction) is made on this day of , by and between Issuer Name: (Issuer), and Transfer Agent Name: (Agent). The Issuer and the Agent are each a Party and together the Parties.

RECITALS

WHEREAS, the Issuer is a corporation duly organized and validly existing under the laws of the jurisdiction of its formation and is authorized to issue shares of its capital stock; and

WHEREAS, the Issuer desires to issue and cause to be registered on its share register certain shares of its capital stock in favour of Beneficiary Name: pursuant to the terms and conditions set forth herein; and

WHEREAS, the Agent acts as transfer agent and registrar for the Issuer and is authorized to issue and register certificates and book-entry interests of the Issuer's shares upon receipt of appropriate instructions and supporting documents from the Issuer;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Instruction, the following terms shall have the meanings set forth below: "Shares" means the number and class of shares described in Section 2; "Beneficiary" means the person or entity designated to receive and hold the Shares; "Effective Date" means the date on which the Shares are to be issued and registered as set forth in Section 10.

2. AUTHORIZATION AND INSTRUCTION TO ISSUE SHARES

The Issuer hereby irrevocably instructs the Agent to issue and register the following securities on the Issuer's books and records and, if applicable, to deliver the corresponding certificate(s) or effect a book-entry transfer:

3. CONSIDERATION

The Shares shall be issued in consideration of the following, as received by the Issuer prior to or concurrently with issuance:

The Issuer represents that the stated consideration constitutes lawful consideration for the issuance of the Shares and that the board of directors or other authorized body of the Issuer has duly approved the issuance in accordance with the Issuer's governing documents.

4. BENEFICIARY REGISTRATION

5. CONDITIONS PRECEDENT

The Agent shall not be required to effect the issuance or registration of Shares unless the following conditions precedent are satisfied, in the Agent's reasonable judgment: (a) receipt of a duly executed copy of this Instruction signed by an authorized representative of the Issuer; (b) delivery to the Agent of documentation reasonably requested by the Agent establishing the authority of the Issuer to direct issuance and the identity of the Beneficiary; (c) receipt of the consideration described in Section 3, if any, or evidence that such consideration has been received by the Issuer; and (d) receipt of any legal opinions, certificates, or governmental approvals reasonably requested by the Agent.

6. REPRESENTATIONS AND WARRANTIES

Issuer represents and warrants to the Agent that: (a) the Issuer is duly organized, validly existing and in good standing under the laws of its jurisdiction; (b) the issuance of the Shares has been duly authorized by all necessary corporate action; (c) the Shares, when issued and delivered in accordance with this Instruction, will be validly issued, fully paid and non-assessable (subject to applicable governing document restrictions); and (d) the execution and delivery of this Instruction and the performance of its obligations do not and will not contravene any material agreement, instrument, law or regulation applicable to the Issuer.

The Agent represents that it shall perform its duties hereunder in good faith and in accordance with customary practices for transfer agents acting under similar instructions.

7. INDEMNIFICATION; RELIANCE

The Issuer agrees to indemnify, defend and hold harmless the Agent and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of Issuer's representations, warranties or covenants in this Instruction; (b) any claim by a third party relating to the validity or propriety of the issuance; or (c) Agent's reliance upon instructions, documents or representations delivered by or on behalf of the Issuer, provided that the Agent acted in good faith. The Agent may rely conclusively upon the representations, warranties and certifications contained in this Instruction and in any accompanying documents.

8. TAXES; WITHHOLDING

All transfer, stamp, documentary, filing and other taxes, duties and fees (if any) payable in connection with the issuance and registration of the Shares shall be paid by the Issuer unless otherwise agreed in writing. The Agent shall be entitled to withhold and deduct amounts required by applicable law or regulation and to refuse registration until such amounts are paid or evidence satisfactory to the Agent is provided.

9. DELIVERY; EFFECTIVE DATE

Delivery of any certificate(s) or effecting of book-entry shall be made to the Beneficiary at the address set forth in Section 4 or as otherwise instructed in writing. The Issuer requests that issuance be made effective on day of , (Effective Date), or such other date as the Parties may agree in writing.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Instruction shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

This Instruction may be amended, supplemented or modified only by a written instrument signed by each Party. No waiver of any provision of this Instruction shall be valid unless in writing and signed by the Party against whom enforcement is sought.

12. GOVERNING LAW

This Instruction shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below without regard to conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Instruction constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. If any provision of this Instruction shall be held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. This Instruction may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS PROVISIONS

The Parties agree that any party acting in reliance on this Instruction is entitled to indemnity and reliance protection as set forth above. Headings are for convenience only and shall not affect interpretation. The Parties shall cooperate to effectuate the transactions contemplated by this Instruction and shall execute such further instruments and take such further actions as may be reasonably necessary.

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