The Lima Arizona Registration Rights Agreement between Chief Consolidated Mining Company and Dimpling is a legally binding document that outlines the rights and obligations of both parties regarding the registration of securities. This agreement ensures that Dimpling, as an investor in Chief Consolidated Mining Company, has the ability to register their shares with the Securities and Exchange Commission (SEC) for public sale if they choose to do so. The agreement begins by stating the purpose and context of the agreement, emphasizing that Dimpling owns a substantial number of shares in Chief Consolidated Mining Company and wishes to have the ability to register these shares for public offering under the Securities Act of 1933. The document then outlines the specific terms and conditions that both parties must adhere to. Key provisions of the Lima Arizona Registration Rights Agreement include the following: 1. Registration Rights: The agreement grants Dimpling the right to request registration of their securities on Form S-1 or any other appropriate registration form. This enables Dimpling to undertake an initial public offering (IPO) or public sale of their shares. 2. Expenses: The agreement addresses the allocation of various expenses related to the registration process. Dimpling agrees to pay the expenses associated with the registration, including legal and accounting fees. However, Chief Consolidated Mining Company will bear the expenses if the registration is delayed or withdrawn by them. 3. Indemnification: Both parties agree to indemnify and hold harmless each other from any losses, damages, or expenses arising from the registration process or any misrepresentation made by either party. This provision protects both parties from liabilities that may arise during the registration process. 4. Demand Registration: Dimpling has the right to make a written request for Chief Consolidated Mining Company to register their securities within a specified period. Chief Consolidated Mining Company must comply with this request unless certain conditions outlined in the agreement are not met. 5. Piggyback Registration: In the event that Chief Consolidated Mining Company registers any of their securities for public sale, Dimpling has the right to include their securities in the registration statement. This provision allows Dimpling to take advantage of any opportunity for a public offering initiated by Chief Consolidated Mining Company. 6. Lock-Up Agreements: The agreement may also include lock-up provisions that restrict Dimpling from selling their registered securities for a predetermined period following the closing of an IPO or other specified event. This provides Chief Consolidated Mining Company with stability in its stock price after going public. It is important to note that there may be different types of Lima Arizona Registration Rights Agreements between Chief Consolidated Mining Company and Dimpling. These agreements can vary depending on factors such as the number of securities being registered, the duration of the registration rights, or any additional negotiated terms agreed upon by both parties.