REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the
“Agreement”) is made and
entered into this ______ day of _________ 20__, by and between Desert Hawk Gold
Corp. (formerly known as Lucky Xxx Mining, Inc.), a Nevada corporation (the
“Company”), and the
undersigned (hereinafter the “Shareholder”).
RECITALS:
WHEREAS, the Shareholder has purchased
shares of the common stock of the Company (the “Common Stock”);
WHEREAS, as a condition to the purchase
of the shares, the Company has agreed to grant to the Shareholder certain
piggy-back registration rights as set forth herein;
WHEREAS, this Agreement is one of a
series of piggyback registration rights agreements entered into by the Company
with investors of common stock;
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1.
Definitions
“Agreement” is defined in the Preamble
to this Agreement.
“Common Stock” is defined in the
Recitals to this Agreement.
“Company” is defined in the Preamble to
this Agreement.
“Holder” means the Shareholder or any
transferee of the Shareholder.
“Other
Holders” is defined in Section 2.3 hereof.
“Person” means an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and government or any department or agency thereof.
“Piggyback Notice” is defined in
Section 2.1 hereof.
“Piggyback
Registration” is defined in Section 2.1 hereof.
“Registerable Securities” means (i) the
shares of Common Stock purchased by the Shareholder in the offering of Common
Stock evidenced by the Term Sheet, and (ii) any securities issued or issuable
with respect to the Common Stock referred to in clause (i) by way of
replacement, share dividend, share split or in connection with a combination of
shares, recapitalization, merger, consolidation or other
reorganization. Registerable Shares shall cease to be Registerable
Shares when they are eligible for resale pursuant to Rule 144 promulgated by the
SEC.
“Registration Expenses” is defined in
Section 4.1 hereof.
“SEC” means the Securities and Exchange
Commission.
“Securities Act” means the Securities
Act of 1933, as amended, or any similar federal law then in force.
“Shareholder” is defined in the
Preamble to this Agreement.
“Term Sheet” is defined in the Recitals
to this Agreement.
2.
Piggyback Registration Rights
2.1 Right to
Piggyback. If the Company proposes to undertake an offering of
shares of Common Stock for its account or for the account of other stockholders
and the registration form to be used for such offering may be used for the
registration of Registerable Securities (a “Piggyback Registration”), the
Company will give prompt written notice to all Holders of Registerable
Securities of its intention to effect such a registration (each, a “Piggyback Notice”) and,
subject to Sections 2.2 and 2.3 hereof, the Company will use its best efforts to
cause to be included in such registration all Registerable Securities with
respect to which the Company has received written requests for inclusion therein
within 20 days after the date of sending the Piggyback Notice. The
Shareholder shall be provided one opportunity only to include the Registerable
Securities in a Piggyback Registration.
2.2 Priority on Primary
Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number that can be
sold in an orderly manner within a price range acceptable to the Company, the
Company will include in such registration (a) first, the securities the Company
proposes to sell and (b) second, the Registerable Securities requested to be
included in such registration and any other securities requested to be included
in such registration that are held by Persons other than the Holders of
Registerable Securities pursuant to registration rights, pro rata among the
holders of Registerable Securities and the holders of such other securities
requesting such registration on the basis of the number of shares of such
securities owned by each such holder.
2.3 Priority on Secondary
Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company’s securities other
than the Holders of Registerable Securities (the “Other Holders”), and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number that can be sold in a orderly manner in such offering within a price
range acceptable to the Other Holders requesting such registration, the Company
will include in such registration (a) first, the securities requested to be
included therein by the Other Holders requesting such registration and (b)
second, the Registerable Securities requested be include in such resignation
hereunder, pro rata amount the Holders of Registerable Securities requesting
such registration on the basis of the number of shares of such securities owned
by each such Holder.
2
2.4 Selection of
Underwriters. In the case of an underwritten Piggyback
Registration, the Company will have the right to select the investment banker(s)
and managers(s) to administer the offering.
2.5 Term. This
Agreement shall apply until such time as the Registerable Securities have ceased
to be Registerable Securities hereunder but in no event later than two years
from the date of this Agreement.
3.
Registration Procedures
3.1 Registration. The
Company will use its reasonable best efforts to effect the registration of such
Registerable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Company will as expeditiously as
possible:
3.1.1 Registration Statement. Prepare
and file with the SEC a registration statement with respect to such Registerable
Securities and use its reasonable best efforts to cause such registration
statement to become effective.
3.1.2 Amendments and
Supplements. Promptly prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for the period required by the intended method of
disposition and the terms of this Agreement and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement.
3.1.3 Provisions of
Copies. Promptly furnished to each seller of Registerable
Securities the number of copies of such registration statement, each amendment
and supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such seller
may reasonably request in order to facilitate the disposition of the
Registerable Securities owned by such seller.
3.1.4 Blue Sky
Laws. Use its reasonable best efforts to register or qualify
such Registerable Securities under the securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registerable
Securities owned by such seller, provided, that the Company will not be required
to (a) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.1.4; (b) subject itself
to taxation in any such jurisdiction; or (c) consent to general service of
process in any such jurisdiction.
3.1.5 Prospectus
Updating. Promptly notify each seller of such Registerable
Shares when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any of the following events (i)
the occurrence of one or more event which, individually or together, represents
a fundamental change in the information contained in the prospectus included
with such registration statement; (ii) any material addition or change on the
plan of distribution; or (iii) any event which would cause the information in
the prospectus included in such registration statement to contain an untrue
statement of a material fact or omit any material fact necessary to make the
statements therein not misleading. In such event, at the request of
any such seller, the Company will promptly prepare a supplement or amendment to
such prospectus.
3
3.1.6 Due Diligence. Make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any such underwriter, attorney,
accountant or agent in connection with such registration statement.
3.1.7 Deemed Underwriters or
Controlling Persons. Permit any Holder of Registerable
Securities which Holder, in such Holder’s reasonable judgment, might be deemed
to be an underwriter or a controlling person of the Company, to participate in
the preparation of such registration or comparable statement and to require the
insertion therein of material in form and substance satisfactory to such Holder
and to the Company and furnished to the Company in writing, which in the
reasonable judgment of such Holder and its counsel should be
included.
3.1.8 Management
Availability. In connection with underwritten offerings, make
available appropriate management personnel for participation in the preparation
and drafting of such registration or comparable statement, for due diligence
meetings and for “road show” meetings.
3.1.9 Stop Orders. Promptly
notify Holders of the Registerable Securities of the threat of issuance by the
SEC of any stop order suspending the effectiveness of the registration statement
or the initiation of any proceeding for that purpose, and make every reasonable
effort to prevent the entry of any order suspending the effectiveness of the
registration statement. In the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any Registerable Securities included in such registration
statement for sale in any jurisdiction, the Company will use its reasonable best
efforts promptly to obtain the withdrawal of such order.
3.2 Further Information. The
Company may require each Holder of Registerable Securities to furnish to the
Company in writing such information regarding the proposed distribution by such
Holder of such Registerable Securities as the Company may from time to time
reasonably request. The Shareholder agrees to furnish such
information as requested in a timely manner.
3.3 Notice to Suspend Offers and
Sales. Each Holder severally agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Sections 3.1.5 or 3.1.9 hereof, such Holder will forthwith discontinue
disposition of shares of Common Stock pursuant to a registration hereunder until
receipt of the copies of an appropriate supplement or amendment to the
prospectus under Section 3.1.5 or until the withdrawal of such order under
Section 3.1.9.
3.4 Reference to
Holders. If any such registration or comparable statement
refers to any Holder by name or otherwise as the holder of any securities of the
Company and if, in the Holder’s reasonable judgement, such Holder is or might be
deemed to be a controlling person of the Company, such Holder shall have the
right to require (a) the insertion therein of language in form and substance
satisfactory to such Holder and the Company and presented to the Company in
writing, to the effect that the holding by such Holder of such securities is not
to be construed as a recommendation by such Holder of the investment quality of
the Company’s securities covered thereby and that such holdings do not imply
that such Holder will assist in meeting any future financial requirements of the
Company, or (b) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar Federal statute
then in force, the deletion of the reference to such Holder, provided that with
respect to this clause (b) such Holder shall furnish to the Company an opinion
of counsel to such effect, which opinion and counsel shall be reasonably
satisfactory to the Company.
4
4.
Registration Expenses
4.1 Expense Borne by
Company. Except as specifically otherwise provided in Section
4.2 hereof, the Company will be responsible for payment of all expenses incident
to any registration hereunder, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, road show expenses,
advertising expenses and fees and disbursements of counsel for the Company and
all independent certified public accountants and other Persons retained by the
Company in connection with such registration (all such expenses borne by the
Company being herein called the “Registration
Expenses”).
4.2 Expense Borne by Selling
Security Holders. The selling security holders will be
responsible for payment of their own legal fees (if they retain legal counsel
separate from that of the Company), underwriting fees and brokerage discounts,
commissions and other sales expenses incident to any registration hereunder,
with any such expenses which are common to the selling security holders divided
among such security holders (including the Company and holders of the Company’s
securities other than Registerable Securities, to the extent that securities are
being registered on behalf of such Persons) pro rata on the basis of the number
of shares being registered on behalf of each such security holder, or as such
security holders may otherwise agree.
5.
Indemnification
Section
5.1 Indemnification by
Company. The Company agrees to indemnify, to the fullest
extent permitted by law, each Holder of Registerable Securities and each Person
who controls (within the meaning of the Securities Act) such Holder against all
loses, claims, damages, liabilities and expenses in connection with defending
against any such losses, claims, damages and liabilities or in connection with
any investigation or inquiry, in each case caused by or based on any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arise out of any violation by the Company of any rules or
regulation promulgated under the Securities Act applicable to the Company and
relating to action or inaction required of the Company in connection with such
registration, except insofar as the same are (i) contained in any information
furnished in writing to the Company by such Holder expressly for use therein;
(ii) caused by such Holder’s failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto; or (iii)
caused by such Holder’s failure to discontinue disposition of shares after
receiving notice from the Company pursuant to Section 3.3 hereof. In
connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters at least to the same extent
as provided above with respect to the indemnification of the Holders of
Registerable Securities.
5
5.2 Indemnification by
Holder. In connection with any registration statement in which
a Holder of Registerable Securities is participating, each such Holder will
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls (within the meaning of the
Securities Act) the Company against any losses, claims, damages, liabilities and
expenses resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information so furnished in writing by
such Holder expressly for use in connection with such registration; provided
that the obligation to indemnify will be individual to each Holder and will be
limited to the net amount of proceeds received by such Holder from the sale of
Registerable Securities pursuant to such registration statement. In connection
with an underwritten offering, each such Holder will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters at least to the same extent
as provided above with respect to the indemnification of the
Company.
5.3 Assumption of Defense by
Indemnifying Party. Any Person entitled to indemnification
hereunder will (a) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification and (b) unless in such
indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim. unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
5.4 Binding
Effect. The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company’s
indemnification is unavailable for any reason. Each Holder of Registerable
Securities also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event such Holder’s
indemnification is unavailable for any reason.
6.
Miscellaneous
6.1 Notices. All
communications provided for herein shall be in writing and shall be deemed to be
given or made when served personally or when deposited in the United States
mail, certified return receipt requested, addressed as follows, or at such other
address as shall be designated by any party hereto in written notice to the
other party hereto delivered pursuant to this subsection:
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Shareholder:
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See
the address set forth on the signature page of this
Agreement.
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Company:
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0000
X. Xxxxxx Xxxxx Xxxx
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Xxxxx
000
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Xxxxxxx,
XX 00000
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Attn: Xxxxxx
X. Xxxxxxxxx, President
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with
copy to:
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Xxxxxx
X. Xxxxx
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Attorney
at Law
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0000
Xxxxxxx Xxxxxx
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Xxxxx
000
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Xxxxx
Xxxxxx, XX 00000
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6.2 Default. Should
any party to this Agreement default in any of the covenants, conditions, or
promises contained herein, the defaulting party shall pay all costs and
expenses, including a reasonable attorney’s fee, which may arise or accrue from
enforcing this Agreement, or in pursuing any remedy provided hereunder or by
statute.
6.3 Assignment. This
Agreement may not be assigned in whole or in part by the parties hereto without
the prior written consent of the other party or parties, which consent shall not
be unreasonably withheld.
6.4 Successors and
Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their heirs, executors, administrators,
successors and assigns.
6.5 Partial
Invalidity. If any term, covenant, condition, or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition, or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
6.6 Entire
Agreement. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all negotiations, representations, prior discussions, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.
6.7 Interpretation of
Agreement. This Agreement shall be interpreted and construed
as if equally drafted by all parties hereto.
6.8 Survival of Covenants,
Etc. All covenants, representations, and warranties made
herein to any party, or in any statement or document delivered to any party
hereto, shall survive the making of this Agreement and shall remain in full
force and effect until the obligations of such party hereunder have been fully
satisfied.
6.9 Further
Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated
herein.
7
6.10 Amendment. This
Agreement or any provision hereof may not be changed, waived, terminated, or
discharged except by means of a written supplemental instrument signed by the
party or parties against whom enforcement of the change, waiver, termination, or
discharge is sought.
6.11 Full
Knowledge. By their signatures, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised
to obtain counsel, and that each party has freely agreed to be bound by the
terms and conditions of this Agreement.
6.12 Headings. The
descriptive headings of the various sections or parts of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the
provisions hereof.
6.13 Counterparts. This
Agreement may be executed in two or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute but one and the same
instrument.
6.14 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Washington without regard to conflict of law principles and will be
binding upon and shall inure to the benefit of the Parties and the Shareholder
and their successors and assigns.
6.15 Remedies. Any
Person having rights under any provision of this Agreement will be entitled to
enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for any breach of the provision of this Agreement and
that any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief in order to enforce or prevent
violation of the provisions of this Agreement.
[REMAINDER
OF PAGE LEFT BLANK
SIGNATURE
PAGE FOLLOWS]
8
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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THE
COMPANY:
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By
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Xxxxxx
X. Xxxxxxxxx, Chairman
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THE
SHAREHOLDER:
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Signature
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Please
Print Name
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Name
of Entity (if applicable)
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Title
(if applicable)
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Address
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9
Desert
Hawk Gold Selling Shareholders
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Name
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Date of Registration Rights
Agreement
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Xxxxxx
X. Xxxxx
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7/28/2009
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Xxxxxx
X. Xxxxxxxx
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2/18/2010
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Xxxxx
X. Xxxxxxx
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11/14/2009
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Xxxxxx
Xxxxx
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6/21/2010
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Xxxxx
Xxxxx
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6/16/2009
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Xxxxxx
Xxxxx
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7/7/2009
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Xxxxx
Xxxxxx
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6/21/2010
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Xxx
Xxxxxxx Family Trust
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6/21/2010
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Xxxxxxx
Xxxxxx
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2/17/2010
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Xxxxx
Xxxxxx
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3/12/2010
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DMRJ
Group
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7/19/2010
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Xxxx
Xxxxxxxxxxx
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6/21/2010
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Xxx
Xxxxxxx
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6/21/2010
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Xxxxxx
Xxxxxxxx
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6/21/2010
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C.
Xxxx Flower
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11/13/2009
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Xxxxxx
X. Xxxxxx
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2/2/2010
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Xxxxx
Xxxxxxxxxxx
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7/23/2009
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Xxxx
Xxxxxxxxxxx
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6/21/2010
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Xxxxxx
Xxxxxxxxxxx
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6/21/2010
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Xxxx
Xxxxx
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7/28/2009
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Ibearhouse,
LLC
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11/18/2009
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Xxxxxxx
Xxxxxx
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6/4/2009
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Xxxx
X. Xxxxxx
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6/21/2010
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Xxxxxx
Xxxxxxxxx
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6/21/2010
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Xxxx
Xxxxxxxx
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6/21/2010
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Xxxxxx
Xxxxxx
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6/21/2010
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Xxxxxxx
Xxxxx
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10/21/2009
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Xxxxxx
Family Trust
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6/21/2010
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Xxxx
X. Xxxxxx
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2/2/2010
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Xxxx
Xxxxxx
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7/8/2009
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Xxxxx
Xxxxxx
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4/12/2010
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Xxxxxxx
XxXxxxxxx
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6/21/2010
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Xxxxxx
X. XxXxxxxx
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7/30/2009
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Xxxx
Xxx
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6/21/2010
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Xxxxx
Xxxxxx
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7/29/2010
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Xxxx
Xxxxxx
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6/21/2010
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Xxxxxxx
X. Xxxxxxx
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6/16/2009
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Xxxxxx
Xxxx
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5/19/2009
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Xxxx
Xxxxxx
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6/21/2010
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Xxxxxxx
X. Xxxxxxxx
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6/21/2010
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Xxxxxx
Xxxxx
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6/2/2009
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Xxx
X. Xxxxxx
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11/10/2009
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Xxxxxx
Xxxxxx
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11/17/2009
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Xxxxx,
LLC
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6/16/2009
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Xxxx
Razzler
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7/14/2009
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Xxxxxxx
X. Xxxx
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8/14/2009
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Xxx
Xxxxxxx
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2/18/2010
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Xxx
Xxxxxxxxx
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6/16/2009
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Xxxxxxx
Xxxxxxxx
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6/21/2010
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Xxxxxxx
Xxxxxxx
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7/29/2009
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Xxxx
Xxxxxxx
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6/26/2009
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Xxxx
X. Xxxxxxxx
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6/4/2009
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Xxxxxx
X. Xxxxxxxx
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6/22/2009
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Xxxxx
Street
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6/21/2010
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Xxxxx
Xxxxxxx
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1/25/2010
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Xxxxxx
X. Xxxxx
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6/21/2010
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West
C Street, LLC
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11/18/2009
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Xxxxxx
X. & Xxxxx X. Xxxxxxx, JTWROS
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6/21/2010
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Xxxxx
Xxxxxx
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6/21/2010
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Xxxxxxx
Yakelly
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6/30/2009
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10
