EXHIBIT 10

EX-10.4 6 ex104.htm MINES MANAGEMENT INC. FORM S-3 EXHIBIT 10

EXHIBIT 10.IV

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and

entered into as of February 3, 2004, by and among Mines Management, Inc., an

Idaho corporation (the "Company"), and the purchasers signatory hereto (each

such purchaser, a "Purchaser" and collectively, the "Purchasers").

This Agreement is made pursuant to the Securities Purchase

Agreement, dated as of the date hereof among the Company and the Purchasers

(the "Purchase Agreement").

The Company and the Purchasers hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined

herein that are defined in the Purchase Agreement shall have the meanings given

such terms in the Purchase Agreement. As used in this Agreement, the following

terms shall have the following meanings:

"Advice" shall have the meaning set forth in Section 6(d).

"Effectiveness Date" means, with respect to the Registration Statement

required to be filed hereunder, the earlier of (a) the 120th calendar day

following the date of the Purchase Agreement, and (b) the fifth Trading Day

following the date on which the Company is notified by the Commission that the

Registration Statement will not be reviewed or is no longer subject to further

review and comments.

"Effectiveness Period" shall have the meaning set forth in Section 2(a).

"Event" shall have the meaning set forth in Section 2(b).

"Event Date" shall have the meaning set forth in Section 2(b).

"Filing Date" means, with respect to the Registration Statement required

to be filed hereunder, the earlier of (i) the date that is 7 days following the

date that the Company is listed for trading on the American Stock Exchange and

(ii) the date the 60 calendar days following the date of the Purchase

Agreement.

"Holder" or "Holders" means the holder or holders, as the case may be,

from time to time of Registrable Securities.

"Indemnified Party" shall have the meaning set forth in Section 5(c).

"Indemnifying Party" shall have the meaning set forth in Section 5(c). "Losses"

shall have the meaning set forth in Section 5(a).

"Proceeding" means an action, claim, suit, investigation or proceeding

(including, without limitation, an investigation or partial proceeding, such as

a deposition), whether commenced or threatened.

"Prospectus" means the prospectus included in the Registration Statement

(including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration

statement in reliance upon Rule 430A promulgated under the Securities Act), as

amended or supplemented by any prospectus supplement, with respect to the terms

of the offering of

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any portion of the Registrable Securities covered by the Registration

Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference

or deemed to be incorporated by reference in such Prospectus.

"Registrable Securities" means all of the Shares and the Warrant Shares,

together with any shares of Common Stock issued or issuable upon any stock

split, dividend or other distribution, recapitalization or similar event with

respect to the foregoing.

"Registration Statement" means the registration statements required to be

filed hereunder, including (in each case) the Prospectus, amendments and

supplements to the registration statement or Prospectus, including pre- and

post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in the registration

statement.

"Rule 415" means Rule 415 promulgated by the Commission pursuant to the

Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the

same purpose and effect as such Rule.

"Rule 424" means Rule 424 promulgated by the Commission pursuant to the

Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the

same purpose and effect as such Rule.

2. Registration.

(a) On or prior to the Filing Date, the Company shall prepare and

file with the Commission the Registration Statement covering the resale of all

of the Registrable Securities for an offering to be made on a continuous basis

pursuant to Rule 415. The Registration Statement required hereunder shall be on

Form S-3 (except if the Company is not then eligible to register for resale the

Registrable Securities on Form S-3, in which case the Registration shall be on

another appropriate form in accordance herewith). The Registration Statement

required hereunder shall contain (except if otherwise directed by the Holders)

substantially the "Plan of Distribution" attached hereto as Annex A. Subject to

the terms of this Agreement, the Company shall use its best efforts to cause

the Registration Statement to be declared effective under the Securities Act as

promptly as possible after the filing thereof, but in any event not later than

the Effectiveness Date, and shall use its best efforts to keep the Registration

Statement continuously effective under the Securities Act until the date when

all Registrable Securities covered by the Registration Statement have been sold

or may be sold without volume restrictions pursuant to Rule 144(k) as

determined by the counsel to the Company pursuant to a written opinion letter

to such effect, addressed and acceptable to the Company's transfer agent and

the affected Holders (the "Effectiveness Period").

(b) If: (i) a Registration Statement is not filed on or prior to the

Filing Date (if the Company files a Registration Statement without affording

the Holder the opportunity to review and comment on the same as required by

Section 3 (a), the Company shall not be deemed to have satisfied this clause

(i)), or (ii) the Company fails to file with the Commission a request for

acceleration in accordance with Rule 461 promulgated under the Securities Act,

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within five Trading Days of the date that the Company is notified (orally or in

writing, whichever is earlier) by the Commission that a Registration Statement

will not be "reviewed," or is not subject to further review, or (iii) prior to

the date when such Registration Statement is first declared effective by the

Commission, the Company fails to file a pre-effective amendment and otherwise

respond in writing to comments made by the Commission in respect of such

Registration Statement within 10 Trading Days after the receipt of comments by

or notice from the

Commission that such amendment is required in order for a Registration

Statement to be declared effective, or (iv) a Registration Statement filed or

required to be filed hereunder is not declared effective by the Commission on

or before the Effectiveness Date, or (v) after a Registration Statement is

first declared effective by the Commission, it ceases for any reason to remain

continuously effective as to all Registrable Securities for which it is

required to be effective, or the Holders are not permitted to utilize the

Prospectus therein to resell such Registrable Securities, for in any such case

10 consecutive calendar days but no more than an aggregate of 15 calendar days

during any 12 month period (which need not be consecutive Trading Days)(any

such failure or breach being referred to as an "Event," and for purposes of

clause (i) or (iv) the date on which such Event occurs, or for purposes of

clause (ii) the date on which such five Trading Day period is exceeded, or for

purposes of clause (iii) the date which such 10 Trading Days is exceeded, or

for purposes of clause (v) the date on which such 10 or 15 calendar day period,

as applicable, is exceeded being referred to as "Event Date"), then in addition

to any other rights the Holders may have hereunder or under applicable law: (x)

on each such Event Date the Company shall pay to each Holder an amount in cash,

as partial liquidated damages and not as a penalty, equal to 2.0% of the

aggregate purchase price paid by such Holder pursuant to the Purchase Agreement

for any Registrable Securities then held by such Holder; and (y) on each

monthly anniversary of each such Event Date (if the applicable Event shall not

have been cured by such date) until the applicable Event is cured, the Company

shall pay to each Holder an amount in cash, as partial liquidated damages and

not as a penalty, 2.0% of the aggregate purchase price paid by such Holder

pursuant to the Purchase Agreement for any Registrable Securities then held by

such Holder. If the Company fails to pay any liquidated damages pursuant to

this Section in full within seven days after the date payable, the Company will

pay interest thereon at a rate of 15% per annum (or such lesser maximum amount

that is permitted to be paid by applicable law) to the Holder, accruing daily

from the date such liquidated damages are due until such amounts, plus all such

interest thereon, are paid in full. The liquidated damages pursuant to the

terms hereof shall apply on a daily pro-rata basis for any portion of a month

prior to the cure of an Event.

3. Registration Procedures

In connection with the Company's registration obligations hereunder, the

Company shall:

(a) Not less than five Trading Days prior to the filing of the

Registration Statement or any related Prospectus or any amendment or supplement

thereto, the Company shall, (i) furnish to the Holders copies of all such

documents proposed to be filed (including documents incorporated or deemed

incorporated by reference to the extent requested by such Person) which

documents will be subject to the review of such Holders, and (ii) cause its

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officers and directors, counsel and independent certified public accountants to

respond to such inquiries as shall be necessary, in the reasonable opinion of

respective counsel to conduct a reasonable investigation within the meaning of

the Securities Act. The Company shall not file the Registration Statement or

any such Prospectus or any amendments or supplements thereto to which the

Holders of a majority of the Registrable Securities shall reasonably object in

good faith, provided that the Company is notified of such objection in writing

no later than 5 Trading Days after the Holders have been so furnished copies of

such documents.

(b) (i) Prepare and file with the Commission such amendments, including

post-effective amendments, to the Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep the Registration

Statement continuously effective as to the applicable Registrable Securities

for the Effectiveness Period and prepare and file with the Commission such

additional Registration Statements in order to register for resale under the

Securities Act all of the Registrable Securities; (ii) cause the related

Prospectus to be amended or supplemented by any required Prospectus supplement,

and as so supplemented or amended to be filed pursuant to Rule 424; (iii)

respond as promptly as reasonably possible to any comments received from the

Commission with respect to the Registration Statement or any amendment

thereto and, as promptly as reasonably possible, upon request, provide the

Holders true and complete copies of all correspondence from and to the

Commission relating to the Registration Statement; and (iv) comply in all

material respects with the provisions of the Securities Act and the Exchange

Act with respect to the disposition of all Registrable Securities covered by

the Registration Statement during the applicable period in accordance with the

intended methods of disposition by the Holders thereof set forth in the

Registration Statement as so amended or in such Prospectus as so supplemented.

as reasonably possible and (if requested by any such Person) confirm such

notice in writing promptly following the day (i)(A) when a Prospectus or any

Prospectus supplement or post-effective amendment to the Registration Statement

is proposed to be filed; (B) when the Commission notifies the Company whether

there will be a "review" of the Registration Statement and whenever the

Commission comments in writing on the Registration Statement (the Company shall

upon request provide true and complete copies thereof and all written responses

thereto to each of the Holders); and (C) with respect to the Registration

Statement or any post-effective amendment, when the same has become effective;

(ii) of any request by the Commission or any other Federal or state

governmental authority during the period of effectiveness of the Registration

Statement for amendments or supplements to the Registration Statement or

Prospectus or for additional information; (iii) of the issuance by the

Commission or any other federal or state governmental authority of any stop

order suspending the effectiveness of the Registration Statement covering any

or all of the Registrable Securities or the initiation of any Proceedings for

that purpose; (iv) of the receipt by the Company of any notification with

respect to the suspension of the qualification or exemption from qualification

of any of the Registrable Securities for sale in any jurisdiction, or the

initiation or threatening of any Proceeding for such purpose; and (v) of the

occurrence of any event or passage of time that makes the financial statements

included in the Registration Statement ineligible for inclusion therein or any

statement made in the Registration Statement or Prospectus or any document

incorporated or deemed to be incorporated therein by reference untrue in any

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material respect or that requires any revisions to the Registration Statement,

Prospectus or other documents so that, in the case of the Registration

Statement or the Prospectus, as the case may be, it will not contain any untrue

statement of a material fact or omit to state any material fact required to be

stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading.

(d) Use commercially reasonable efforts to avoid the issuance of, or, if

issued, obtain the withdrawal of (i) any order suspending the effectiveness of

the Registration Statement, or (ii) any suspension of the qualification (or

exemption from qualification) of any of the Registrable Securities for sale in

any jurisdiction, at the earliest practicable moment.

(e) Furnish to each Holder, without charge, at least one conformed copy

of the Registration Statement and each amendment thereto, including financial

statements and schedules, all documents incorporated or deemed to be

incorporated therein by reference to the extent requested by such Person, and

all exhibits to the extent requested by such Person (including those previously

furnished or incorporated by reference) promptly after the filing of such

documents with the Commission.

(f) Promptly deliver to each Holder, without charge, as many copies of

the Prospectus or Prospectuses (including each form of prospectus) and each

amendment or supplement thereto as such Persons may reasonably request in

connection with resales by the Holder of Registrable Securities. Subject to

the terms of this Agreement, the Company hereby consents to the use of such

Prospectus and each amendment or supplement thereto by each of the selling

Holders in connection with the offering and sale of the Registrable Securities

covered by such Prospectus and any amendment or supplement thereto, except

after the giving on any notice pursuant to Section 3(c).

(g) Prior to any resale of Registrable Securities by a Holder, use

its commercially reasonable efforts to register or qualify or cooperate with

the selling Holders in connection with the registration or qualification (or

exemption from the Registration or qualification) of such Registrable

Securities for the resale by the Holder under the securities or Blue Sky laws

of such jurisdictions within the United States as any Holder reasonably

requests in writing, to keep each such Registration or qualification (or

exemption therefrom) effective during the Effectiveness Period and to do any

and all other acts or things reasonably necessary to enable the disposition in

such jurisdictions of the Registrable Securities covered by the Registration

Statement; provided, that the Company shall not be required to qualify

generally to do business in any jurisdiction where it is not then so qualified,

subject the Company to any material tax in any such jurisdiction where it is

not then so subject or file a general consent to service of process in any such

jurisdiction.

(h) If requested by the Holders, cooperate with the Holders to

facilitate the timely preparation and delivery of certificates representing

Registrable Securities to be delivered to a transferee pursuant to the

Registration Statement, which certificates shall be free, to the extent

permitted by the Purchase Agreement, of all restrictive legends, and to enable

such Registrable Securities to be in such denominations and registered in such

names as any such Holders may request.

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(i) Upon the occurrence of any event contemplated by Section 3(c)(v), as

promptly as reasonably possible, prepare a supplement or amendment, including a

post-effective amendment, to the Registration Statement or a supplement to the

related Prospectus or any document incorporated or deemed to be incorporated

therein by reference, and file any other required document so that, as

thereafter delivered, neither the Registration Statement nor such Prospectus

will contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading. If

the Company notifies the Holders in accordance with clauses (ii) through (v) of

Section 3(c) above to suspend the use of any Prospectus until the requisite

changes to such Prospectus have been made, then the Holders shall suspend use

of such Prospectus. The Company will use its best efforts to ensure that the

use of the Prospectus may be resumed as promptly as is practicable. The Company

shall be entitled to exercise its right under this Section 3(i) to suspend the

availability of a Registration Statement and Prospectus, subject to the payment

of liquidated damages pursuant to Section 2(b), for a period not to exceed 60

days (which need not be consecutive days) in any 12 month period.

(j) Comply with all applicable rules and regulations of the Commission.

(k) The Company may require each Holder to furnish to the Company a

certified statement as to the number of shares of Common Stock beneficially

owned by such Holder and, if required by the Commission, the person thereof

that has voting and dispositive control over the Shares. During any periods

that the Company is unable to meet its obligations hereunder with respect to

the registration of the Registrable Securities solely because any Holder fails

to furnish such information within three Trading Days of the Company's request,

any liquidated damages that are accruing at such time as to such Holder only

shall be tolled and any Event that may otherwise occur solely because of such

delay shall be suspended as to such Holder only, until such information is

delivered to the Company.

4. Registration Expenses. All fees and expenses incident to the

performance of or compliance with this Agreement by the Company shall be borne

by the Company whether or not any Registrable Securities are sold pursuant to

the Registration Statement. The fees and expenses referred to in the

foregoing sentence shall include, without limitation, (i) all registration and

filing fees (including, without limitation, fees and expenses (A) with respect

to filings required to be made with the Trading Market on which the Common

Stock is then listed for trading, and (B) in compliance with applicable state

securities or Blue Sky laws), (ii) printing expenses (including, without

limitation, expenses of printing certificates for Registrable Securities

and of printing prospectuses if the printing of prospectuses is reasonably

requested by the holders of a majority of the Registrable Securities included

in the Registration Statement), (iii) messenger, telephone and delivery

expenses, (iv) fees and disbursements of counsel for the Company, (v)

Securities Act liability insurance, if the Company so desires such insurance,

and (vi) fees and expenses of all other Persons retained by the Company in

connection with the consummation of the transactions contemplated by this

Agreement. In addition, the Company shall be responsible for all of its

internal expenses incurred in connection with the consummation of the

transactions contemplated by this Agreement (including, without limitation, all

salaries and expenses of its officers and employees performing legal or

accounting duties), the expense of any annual audit and the fees and expenses

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incurred in connection with the listing of the Registrable Securities on any

securities exchange as required hereunder. In no event shall the Company be

responsible for any broker or similar commissions or, except to the extent

provided for in the Transaction Documents, any legal fees or other costs of the

Holders.

5. Indemnification

(a) Indemnification by the Company. The Company shall, notwithstanding

any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, agents and employees of each of them, each Person who

controls any such Holder (within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act) and the officers, directors, agents and

employees of each such controlling Person, to the fullest extent permitted by

applicable law, from and against any and all losses, claims, damages,

liabilities, costs (including, without limitation, reasonable attorneys' fees)

and expenses (collectively, "Losses"), as incurred, arising out of or relating

to any untrue or alleged untrue statement of a material fact contained in the

Registration Statement, any Prospectus or any form of prospectus or in any

amendment or supplement thereto or in any preliminary prospectus, or arising

out of or relating to any omission or alleged omission of a material fact

required to be stated therein or necessary to make the statements therein (in

the case of any Prospectus or form of prospectus or supplement thereto, in

light of the circumstances under which they were made) not misleading, except

to the extent, but only to the extent, that (i) such untrue statements or

omissions are based solely upon information regarding such Holder furnished in

writing to the Company by such Holder expressly for use therein, or to the

extent that such information relates to such Holder or such Holder's proposed

method of distribution of Registrable Securities and was reviewed and expressly

approved in writing by such Holder expressly for use in the Registration

Statement, such Prospectus or such form of Prospectus or in any amendment or

supplement thereto (it being understood that the Holder has approved Annex A

hereto for this purpose) or (ii) in the case of an occurrence of an event of

the type specified in Section 3(c)(ii)-(v), the use by such Holder of an

outdated or defective Prospectus after the Company has notified such Holder in

writing that the Prospectus is outdated or defective and prior to the receipt

by such Holder of the Advice contemplated in Section 6(d). The Company shall

notify the Holders promptly of the institution, threat or assertion of any

Proceeding of which the Company is aware in connection with the transactions

contemplated by this Agreement.

(b) Indemnification by Holders. Each Holder shall, severally and not

jointly, indemnify and hold harmless the Company, its directors, officers,

agents and employees, each Person who controls the Company (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and

the directors, officers, agents or employees of such controlling Persons, to

the fullest extent permitted by applicable law, from and against all Losses, as

incurred, to the extent arising out of or based solely upon: (x) such Holder's

failure to comply with the prospectus delivery requirements of the Securities

Act or (y) any untrue or alleged untrue statement of a material fact contained

in any Registration Statement, any Prospectus, or any form of prospectus, or in

any amendment or supplement thereto or in any preliminary prospectus, or

arising out of or relating to any omission or alleged omission of a material

fact required to be stated therein or necessary to make the statements therein

not misleading (i) to the extent, but only to the extent, that such untrue

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statement or omission is contained in any information so furnished in writing

by such Holder to the Company specifically for inclusion in the Registration

Statement or such Prospectus or (ii) to the extent that (1) such untrue

statements or omissions are based solely upon information regarding such Holder

furnished in writing to the Company by such Holder expressly for use therein,

or to the extent that such information relates to such Holder or such Holder's

proposed method of distribution of Registrable Securities and was reviewed and

expressly approved in writing by such Holder expressly for use in the

Registration Statement (it being understood that the Holder has approved Annex

A hereto for this purpose), such Prospectus or such form of Prospectus or in

any amendment or supplement thereto or (2) in the case of an occurrence of an

event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of

an outdated or defective Prospectus after the Company has notified such Holder

in writing that the Prospectus is outdated or defective and prior to the

receipt by such Holder of the Advice contemplated in Section 6(d). In no event

shall the liability of any selling Holder hereunder be greater in amount than

the dollar amount of the net proceeds received by such Holder upon the sale of

the Registrable Securities giving rise to such indemnification obligation.

brought or asserted against any Person entitled to indemnity hereunder (an

"Indemnified Party"), such Indemnified Party shall promptly notify the Person

from whom indemnity is sought (the "Indemnifying Party") in writing, and the

Indemnifying Party shall have the right to assume the defense thereof,

including the employment of counsel reasonably satisfactory to the Indemnified

Party and the payment of all fees and expenses incurred in connection with

defense thereof; provided, that the failure of any Indemnified Party to give

such notice shall not relieve the Indemnifying Party of its obligations or

liabilities pursuant to this Agreement, except (and only) to the extent that it

shall be finally determined by a court of competent jurisdiction (which

determination is not subject to appeal or further review) that such failure

shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in

any such Proceeding and to participate in the defense thereof, but the fees and

expenses of such counsel shall be at the expense of such Indemnified Party or

Parties unless: (1) the Indemnifying Party has agreed in writing to pay such

fees and expenses; (2) the Indemnifying Party shall have failed promptly to

assume the defense of such Proceeding and to employ counsel reasonably

satisfactory to such Indemnified Party in any such Proceeding; or (3) the named

parties to any such Proceeding (including any impleaded parties) include both

such Indemnified Party and the Indemnifying Party, and such Indemnified Party

shall reasonably believe that a material conflict of interest is likely to

exist if the same counsel were to represent such Indemnified Party and the

Indemnifying Party (in which case, if such Indemnified Party notifies the

Indemnifying Party in writing that it elects to employ separate counsel at the

expense of the Indemnifying Party, the Indemnifying Party shall not have the

right to assume the defense thereof and the reasonable fees and expenses of

one separate counsel shall be at the expense of the Indemnifying Party). The

Indemnifying Party shall not be liable for any settlement of any such

Proceeding affected without its written consent, which consent shall not be

unreasonably withheld. No Indemnifying Party shall, without the prior written

consent of the Indemnified Party, effect any settlement of any pending

Proceeding in respect of which any Indemnified Party is a party, unless such

settlement includes an unconditional release of such Indemnified Party from

all liability on claims that are the subject matter of such Proceeding.

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Subject to the terms of this Agreement, all reasonable fees and expenses

of the Indemnified Party (including reasonable fees and expenses to the extent

incurred in connection with investigating or preparing to defend such

Proceeding in a manner not inconsistent with this Section) shall be paid to the

Indemnified Party, as incurred, within ten Trading Days of written notice

thereof to the Indemnifying Party; provided, that the Indemnified Party shall

promptly reimburse the Indemnifying Party for that portion of such fees and

expenses applicable to such actions for which such Indemnified Party is not

entitled to indemnification hereunder, determined based upon the relative

faults of the parties.

(d) Contribution. If a claim for indemnification under Section 5(a)

or 5(b) is unavailable to an Indemnified Party (by reason of public policy or

otherwise), then each Indemnifying Party, in lieu of indemnifying such

Indemnified Party, shall contribute to the amount paid or payable by such

Indemnified Party as a result of such Losses, in such proportion as is

appropriate to reflect the relative fault of the Indemnifying Party and

Indemnified Party in connection with the actions, statements or omissions that

resulted in such Losses as well as any other relevant equitable considerations.

The relative fault of such Indemnifying Party and Indemnified Party shall be

determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission

or alleged omission of a material fact, has been taken or made by, or relates

to information supplied by, such Indemnifying Party or Indemnified Party, and

the parties' relative intent, knowledge, access to information and opportunity

to correct or prevent such action, statement or omission. The amount paid or

payable by a party as a result of any Losses shall be deemed to include,

subject to the limitations set forth in this Agreement, any reasonable

attorneys' or other reasonable fees or expenses incurred by such party in

connection with any Proceeding to the extent such party would have been

indemnified for such fees or expenses if the indemnification provided for in

this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if

contribution pursuant to this Section 5(d) were determined by pro rata

allocation or by any other method of allocation that does not take into account

the equitable considerations referred to in the immediately preceding

paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall

be required to contribute, in the aggregate, any amount in excess of the amount

by which the proceeds actually received by such Holder from the sale of the

Registrable Securities subject to the Proceeding exceeds the amount of any

damages that such Holder has otherwise been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission, except in

the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are

in addition to any liability that the Indemnifying Parties may have to the

Indemnified Parties.

6. Miscellaneous

(a) Remedies. In the event of a breach by the Company or by a Holder,

of any of their obligations under this Agreement, each Holder or the Company,

as the case may be, in addition to being entitled to exercise all rights

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granted by law and under this Agreement, including recovery of damages, will be

entitled to specific performance of its rights under this Agreement. The

Company and each Holder agree that monetary damages would not provide adequate

compensation for any losses incurred by reason of a breach by it of any of the

provisions of this Agreement and hereby further agrees that, in the event of

any action for specific performance in respect of such breach, it shall waive

the defense that a remedy at law would be adequate.

(b) No Piggyback on Registrations. Except as set forth on Schedule

6(b) attached hereto, neither the Company nor any of its security holders

(other than the Holders in such capacity pursuant hereto) may include

securities of the Company in a Registration Statement other than the

Registrable Securities. No Person has any right to cause the Company to effect

the registration under the Securities Act of any securities of the Company. The

Company shall not file any other registration statement until after the

Effective Date.

with the prospectus delivery requirements of the Securities Act as applicable

to it in connection with sales of Registrable Securities pursuant to the

Registration Statement.

(d) Discontinued Disposition. Each Holder agrees by its acquisition of

such Registrable Securities that, upon receipt of a notice from the Company of

the occurrence of any event of the kind described in Section 3(c), such Holder

will forthwith discontinue disposition of such Registrable Securities under the

Registration Statement until such Holder's receipt of the copies of the

supplemented Prospectus and/or amended Registration Statement or until it is

advised in writing (the "Advice") by the Company that the use of the applicable

Prospectus may be resumed, and, in either case, has received copies of any

additional or supplemental filings that are incorporated or deemed to be

incorporated by reference in such Prospectus or Registration Statement. The

Company will use its best efforts to ensure that the use of the Prospectus may

be resumed as promptly as it practicable. The Company agrees and acknowledges

that any periods during which the Holder is required to discontinue the

disposition of the Registrable Securities hereunder shall be subject to the

provisions of Section 2(b).

(e) Piggy-Back Registrations. If at any time during the Effectiveness

Period there is not an effective Registration Statement covering all of the

Registrable Securities and the Company shall determine to prepare and file with

the Commission a registration statement relating to an offering for its own

account or the account of others under the Securities Act of any of its equity

securities, other than on Form S-4 or Form S-8 (each as promulgated under the

Securities Act) or their then equivalents relating to equity securities to be

issued solely in connection with any acquisition of any entity or business or

equity securities issuable in connection with the stock option or other

employee benefit plans, then the Company shall send to each Holder a written

notice of such determination and, if within fifteen days after the date of such

notice, any such Holder shall so request in writing, the Company shall include

in such registration statement all or any part of such Registrable Securities

such Holder requests to be registered, subject to customary underwriter

cutbacks applicable to all holders of registration rights.

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(f) Amendments and Waivers. The provisions of this Agreement, including

the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be

given, unless the same shall be in writing and signed by the Company and each

Holder of the then outstanding Registrable Securities.

(g) Notices. Any and all notices or other communications or

deliveries required or permitted to be provided hereunder shall be made in

accordance with the provisions of the Purchase Agreement.

(h) Successors and Assigns. This Agreement shall inure to the benefit

of and be binding upon the successors and permitted assigns of each of the

parties and shall inure to the benefit of each Holder. Each Holder may assign

their respective rights hereunder in the manner and to the Persons as permitted

under the Purchase Agreement.

(i) Execution and Counterparts. This Agreement may be executed in any

number of counterparts, each of which when so executed shall be deemed to be an

original and, all of which taken together shall constitute one and the same

Agreement. In the event that any signature is delivered by facsimile

transmission, such signature shall create a valid binding obligation of the

party executing (or on whose behalf such signature is executed) the same with

the same force and effect as if such facsimile signature were the original

thereof.

(j) Governing Law. All questions concerning the construction, validity,

enforcement and interpretation of this Agreement shall be determined with the

provisions of the Purchase Agreement.

(k) Cumulative Remedies. The remedies provided herein are cumulative

and not exclusive of any remedies provided by law.

(1) Severability. If any term, provision, covenant or restriction of

this Agreement is held by a court of competent jurisdiction to be invalid,

illegal, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions set forth herein shall remain in full force and

effect and shall in no way be affected, impaired or invalidated, and the

parties hereto shall use their commercially reasonable efforts to find and

employ an alternative means to achieve the same or substantially the same

result as that contemplated by such term, provision, covenant or restriction.

It is hereby stipulated and declared to be the intention of the parties that

they would have executed the remaining terms, provisions, covenants and

restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(m) Headings. The headings in this Agreement are for convenience of

reference only and shall not limit or otherwise affect the meaning hereof.

(n) Independent Nature of Purchasers' Obligations and Rights. The

obligations of each Holder hereunder are several and not joint with the

obligations of any other Holder hereunder, and no Holder shall be responsible

in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document

delivered at any closing, and no action taken by any Holder pursuant hereto or

<PAGE>

thereto, shall be deemed to constitute the Holders as a partnership, an

association, a joint venture or any other kind of entity, or create a

presumption that the Holders are in any way acting in concert with respect to

such obligations or the transactions contemplated by this Agreement. Each

Holder shall be entitled to protect and enforce its rights, including without

limitation the rights arising out of this Agreement, and it shall not be

necessary for any other Holder to be joined as an additional party in any

proceeding for such purpose.

*******************************

IN WITNESS WHEREOF, the parties have executed this Registration

Rights Agreement as of the date first written above.

MINES MANAGEMENT, INC.

By:______________________________________________________________

Name: Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

<PAGE>

[PURCHASER'S SIGNATURE PAGE TO MNMM RRA]

Name of Investing Entity:_________

Signature of Authorized Signatory of Investing entity:

Name of Authorized Signatory:___________

Title of Authorized Signatory:__________

[SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER'S SIGNATURE PAGE TO MNMM RRA]

Name of Investing Entity:_______________

Signature of Authorized Signatory of Investing entity:

Name of Authorized Signatory:___________

Title of Authorized Signatory:__________

[SIGNATURE PAGES CONTINUE]

<PAGE>

ANNEX A

Plan of Distribution

The Selling Stockholders (the "Selling Stockholders") of the common stock

("Common Stock") of Mines Management, Inc. (the "Company") and any of their

pledgees, assignees and successors-in-interest may, from time to time, sell any

or all of their shares of Common Stock on any stock exchange, market or trading

facility on which the shares are traded or in private transactions. These sales

may be at fixed or negotiated prices. The Selling Stockholders may use any one

or more of the following methods when selling shares:

* ordinary brokerage transactions and transactions in which the

broker-dealer solicits purchasers;

* block trades in which the broker-dealer will attempt to sell the

shares as agent but may position and resell a portion of the block as

principal to facilitate the transaction;

* purchases by a broker-dealer as principal and resale by the broker-

dealer for its account;

* an exchange distribution in accordance with the rules of the

applicable exchange;

* privately negotiated transactions;

* settlement of short sales;

* broker-dealers may agree with the Selling Stockholders to sell a

specified number of such shares at a stipulated price per share;

* a combination of any such methods of sale;

* through the writing or settlement of options or other hedging

transactions, whether through an options exchange or otherwise; or

* any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the

Securities Act of 1933, as amended (the "Securities Act"), if available, rather

than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other

brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as

agent for the purchaser of shares, from the purchaser) in amounts to be

negotiated. The Selling Stockholders do not expect these commissions and

discounts to exceed what is customary in the types of transactions involved.

In connection with the sale of our common stock or interests therein, the

Selling Stockholders may enter into hedging transactions with broker-dealers or

other financial institutions, which may in turn engage in short sales of the

common stock in the course of hedging the positions they assume. The Selling

Stockholders may also sell shares of our common stock short and deliver these

securities to close out their short positions, or loan or pledge the common

<PAGE>

stock to broker-dealers that in turn may sell these securities. The Selling

Stockholders may also enter into option or other transactions with broker-

dealers or other financial institutions or the creation of one or more

derivative securities which require the delivery to such broker-dealer or other

financial institution of shares offered by this prospectus, which shares such

broker-dealer or other financial institution may resell pursuant to this

prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are

involved in selling the shares may be deemed to be "underwriters" within the

meaning of the Securities Act in connection with such sales. In such event, any

commissions received by such broker-dealers or agents and any profit on the

resale of the shares purchased by them may be deemed to be underwriting

commissions or discounts under the Securities Act. The Selling Stockholders

have informed the Company that it does not have any agreement or understanding,

directly or indirectly, with any person to distribute the Common Stock.

The Company is required to pay certain fees and expenses incurred by the

Company incident to the registration of the shares. The Company has agreed to

indemnify the Selling Stockholders against certain losses, claims, damages and

liabilities, including liabilities under the Securities Act.