A Minnesota Registration Rights Agreement is a legally binding contract entered into between Chief Consolidated Mining Company (referred to as "Chief Consolidated") and Dimpling, a potential investor or shareholder. This agreement outlines the rights and obligations pertaining to the registration of securities issued by Chief Consolidated under the Minnesota state regulations. In the context of Chief Consolidated Mining Company and Dimpling, there might be two common types of Minnesota Registration Rights Agreements: 1. S-1 Registration Rights Agreement: This type of agreement relates to the registration of securities under the provisions of SEC Form S-1. The purpose of an S-1 Registration Rights Agreement is to provide the investor with the right to request registration of their securities with the Securities and Exchange Commission (SEC) for public sale or resale. 2. S-3 Registration Rights Agreement: Alternatively, a Minnesota Registration Rights Agreement might be of the S-3 type, which pertains to the registration of securities under SEC Form S-3. This agreement type generally applies to companies that meet specific eligibility criteria and is often utilized by already public companies looking to offer additional securities to the market. A Minnesota Registration Rights Agreement typically includes several key elements and provisions: 1. Grant of Registration Rights: Dimpling will be granted the right to request the registration of their securities issued by Chief Consolidated for public sale or resale. 2. Registration Process: The agreement will outline the specific process and procedures that both parties must follow to initiate and complete the registration of securities, ensuring compliance with applicable laws and regulations. 3. Expenses: The agreement may address the allocation of registration expenses, such as legal fees, filing fees, printing costs, and other related expenses, between Chief Consolidated and Dimpling. 4. Securities Lock-up: It is common for an agreement to include a provision requiring Dimpling to agree not to sell or transfer their securities for a specified period following the registration. 5. Indemnification: Chief Consolidated may provide indemnification to Dimpling, protecting them from any potential liabilities, losses, or damages arising from the registration process, subject to certain conditions. 6. Termination: The agreement may outline the circumstances under which either party can terminate the registration rights, and the corresponding consequences of termination. 7. Governing Law and Jurisdiction: The agreement will specify that it is governed by Minnesota state laws and identify the designated jurisdiction for resolving any disputes that may arise between the parties. In conclusion, a Minnesota Registration Rights Agreement between Chief Consolidated Mining Company and Dimpling establishes the rights and obligations relating to the registration of securities issued by Chief Consolidated under Minnesota state regulations. Keywords: Minnesota, Registration Rights Agreement, Chief Consolidated Mining Company, Dimpling, S-1 Registration Rights Agreement, S-3 Registration Rights Agreement, securities, SEC, public sale, resale, registration process, expenses, indemnification, termination.