Unassociated Document


    EXECUTION
      COPY

    REGISTRATION
      RIGHTS AGREEMENT

    


    REGISTRATION
      RIGHTS AGREEMENT
      (this
      "Agreement"),
      dated
      as of January 20, 2006, by and between GOLDEN
      PHOENIX MINERALS, INC., a
      Minnesota corporation, (the "Company"),
      and
FUSION
      CAPITAL FUND II, LLC
      (together with it permitted assigns, the “Buyer”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Common Stock Purchase Agreement by and
      between the parties hereto, dated as of the date hereof (as amended, restated,
      supplemented or otherwise modified from time to time, the "Purchase
      Agreement").

    


    WHEREAS:

    


    A. The
      Company has agreed, upon the terms and subject to the conditions of the Purchase
      Agreement, to issue to the Buyer (i) up to Six Million Two Hundred Thousand
      Dollars ($6,200,000) of the Company's common stock, no par value per share
      (the
      "Common
      Stock")
      (the
      "Purchase
      Shares"),
      and
      (ii) such number of shares of Common Stock as is required pursuant to Section
      4(f) of the Purchase Agreement (the "Commitment
      Shares");
      and

    


    B. To
      induce
      the Buyer to enter into the Purchase Agreement, the Company has agreed to
      provide certain registration rights under the Securities Act of 1933, as
      amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the "1933
      Act"),
      and
      applicable state securities laws.

    


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

    


    1. DEFINITIONS.

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    a. "Investor"
      means
      the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights
      under this Agreement and who agrees to become bound by the provisions of this
      Agreement in accordance with Section 9 and any transferee or assignee thereof
      to
      whom a transferee or assignee assigns its rights under this Agreement and who
      agrees to become bound by the provisions of this Agreement in accordance with
      Section 9.

    


    b. "Person"
      means
      any person or entity including any corporation, a limited liability company,
      an
      association, a partnership, an organization, a business, an individual, a
      governmental or political subdivision thereof or a governmental
      agency.

    


    c. "Register,"
      "registered,"
      and
      "registration"
      refer
      to a registration effected by preparing and filing one or more registration
      statements of the Company in compliance with the 1933 Act and pursuant to Rule
      415 under the 1933 Act or any successor rule providing for offering securities
      on a continuous basis ("Rule
      415"),
      and
      the declaration or ordering of effectiveness of such registration statement(s)
      by the United States Securities and Exchange Commission (the "SEC").

     

    d. "Registrable
      Securities"
      means
      the Purchase Shares which have been, or which may from time to time be, issued
      or issuable upon purchases of the Available Amount under the Purchase Agreement
      (without regard to any limitation or restriction on purchases) and the
      Commitment Shares issued or issuable to the Investor and any shares of capital
      stock issued or issuable with respect to the Purchase Shares, the Commitment
      Shares or
      the
      Purchase Agreement as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitation on purchases under the Purchase Agreement.


    
      
        
        

      

      
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    e. "Registration
      Statement"
      means
      the registration statement of the Company covering only the sale of the
      Registrable Securities.

    


    2. REGISTRATION.

    


    a. Mandatory
      Registration.
      The
      Company shall within ten (10) Trading Days from the date hereof file with the
      SEC the Registration Statement. The Registration Statement shall register only
      the Registrable Securities and no other securities of the Company. The Investor
      and its counsel shall have a reasonable opportunity to review and comment upon
      such registration statement or amendment to such registration statement and
      any
      related prospectus prior to its filing with the SEC. Investor shall furnish
      all
      information reasonably requested by the Company for inclusion therein. The
      Company shall use its best efforts to have the Registration Statement or
      amendment declared effective by the SEC at the earliest possible date. The
      Company shall use reasonable best efforts to keep the Registration Statement
      effective pursuant to Rule 415 promulgated under the 1933 Act and available
      for
      sales of all of the Registrable Securities at all times until the earlier of
      (i)
      the date as of which the Investor may sell all of the Registrable Securities
      without restriction pursuant to Rule 144(k) promulgated under the 1933 Act
      (or
      successor thereto) or (ii) the date on which (A) the Investor shall have sold
      all the Registrable Securities and no Available Amount remains under the
      Purchase Agreement (the "Registration
      Period").
      The
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any 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 in
      which
      they were made, not misleading.

    


    b. Rule
      424 Prospectus.
      The
      Company shall, as required by applicable securities regulations, from time
      to
      time file with the SEC, pursuant to Rule 424 promulgated under the 1933 Act,
      the
      prospectus and prospectus supplements, if any, to be used in connection with
      sales of the Registrable Securities under the Registration Statement. The
      Investor and its counsel shall have a reasonable opportunity to review and
      comment upon such prospectus prior to its filing with the SEC. The Investor
      shall use its reasonable best efforts to comment upon such prospectus within
      one
      (1) Trading Day from the date the Investor receives the final version of such
      prospectus. 

    


    c. Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under the Registration Statement is
      insufficient to cover all of the Registrable Securities, the Company shall
      amend
      the Registration Statement or file a new registration statement (a ”New
      Registration Statement”),
      so as
      to cover all of such Registrable Securities as soon as practicable, but in
      any
      event not later than ten (10) Trading Days after the necessity therefor arises.
      The Company shall use it reasonable best efforts to cause such amendment and/or
      New Registration Statement to become effective as soon as practicable following
      the filing thereof. 

    


    3. RELATED
      OBLIGATIONS.

    


    With
      respect to the Registration Statement and whenever any Registrable Securities
      are to be registered pursuant to Section 2(b) including on any New Registration
      Statement, the Company shall use its reasonable best efforts to effect the
      registration of the Registrable Securities in accordance with the intended
      method of disposition thereof and, pursuant thereto, the Company shall have
      the
      following obligations:


    
      
        
        

      

      
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    a. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to any registration statement and
      the
      prospectus used in connection with such registration statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep the Registration Statement or any New Registration Statement
      effective at all times during the Registration Period, and, during such period,
      comply with the provisions of the 1933 Act with respect to the disposition
      of
      all Registrable Securities of the Company covered by the Registration Statement
      or any New Registration Statement until such time as all of such Registrable
      Securities shall have been disposed of in accordance with the intended methods
      of disposition by the seller or sellers thereof as set forth in such
      registration statement.

    


    b. The
      Company shall permit the Investor to review and comment upon the Registration
      Statement or any New Registration Statement and all amendments and supplements
      thereto at least two (2) Trading Days prior to their filing with the SEC, and
      not file any document in a form to which Investor reasonably objects. The
      Investor shall use its reasonable best efforts to comment upon the Registration
      Statement or any New Registration Statement and any amendments or supplements
      thereto within two (2) Trading Days from the date the Investor receives the
      final version thereof. The Company shall furnish to the Investor, without charge
      any correspondence from the SEC or the staff of the SEC to the Company or its
      representatives relating to the Registration Statement or any New Registration
      Statement.

    


    c. Upon
      request of the Investor, the Company shall furnish to the Investor, (i) promptly
      after the same is prepared and filed with the SEC, at least one copy of such
      registration statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference and
      all exhibits, (ii) upon the effectiveness of any registration statement, a
      copy
      of the prospectus included in such registration statement and all amendments
      and
      supplements thereto (or such other number of copies as the Investor may
      reasonably request) and (iii) such other documents, including copies of any
      preliminary or final prospectus, as the Investor may reasonably request from
      time to time in order to facilitate the disposition of the Registrable
      Securities owned by the Investor.

    


    d. The
      Company shall use reasonable best efforts to (i) register and qualify the
      Registrable Securities covered by a registration statement under such other
      securities or "blue sky" laws of such jurisdictions in the United States as
      the
      Investor reasonably requests, (ii) prepare and file in those jurisdictions,
      such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof during the Registration Period, (iii) take such other
      actions as may be necessary to maintain such registrations and qualifications
      in
      effect at all times during the Registration Period, and (iv) take all other
      actions reasonably necessary or advisable to qualify the Registrable Securities
      for sale in such jurisdictions; provided, however, that the Company shall not
      be
      required in connection therewith or as a condition thereto to (x) qualify to
      do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 3(d), (y) subject itself to general taxation in any such
      jurisdiction, or (z) file a general consent to service of process in any such
      jurisdiction. The Company shall promptly notify the Investor who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities for sale under the securities or "blue sky" laws of
      any
      jurisdiction in the United States or its receipt of actual notice of the
      initiation or threatening of any proceeding for such purpose.


    
      
        
        

      

      
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    e. As
      promptly as practicable after becoming aware of such event or facts, the Company
      shall notify the Investor in writing of the happening of any event or existence
      of such facts as a result of which the prospectus included in any registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits 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, and promptly prepare a supplement or amendment to such
      registration statement to correct such untrue statement or omission, and deliver
      a copy of such supplement or amendment to the Investor (or such other number
      of
      copies as the Investor may reasonably request). The Company shall also promptly
      notify the Investor in writing (i) when a prospectus or any prospectus
      supplement or post-effective amendment has been filed, and when a registration
      statement or any post-effective amendment has become effective (notification
      of
      such effectiveness shall be delivered to the Investor by facsimile on the same
      day of such effectiveness and by overnight mail), (ii) of any request by the
      SEC
      for amendments or supplements to any registration statement or related
      prospectus or related information, and (iii) of the Company's reasonable
      determination that a post-effective amendment to a registration statement would
      be appropriate.

    


    f. The
      Company shall use its reasonable best efforts to prevent the issuance of any
      stop order or other suspension of effectiveness of any registration statement,
      or the suspension of the qualification of any Registrable Securities for sale
      in
      any jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify the Investor of the issuance of such order and the resolution thereof
      or
      its receipt of actual notice of the initiation or threat of any proceeding
      for
      such purpose.

    


    g. The
      Company shall (i) cause all the Registrable Securities to be listed on each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange, or (ii) secure
      designation and quotation of all the Registrable Securities on the Principal
      Market. The Company shall pay all fees and expenses in connection with
      satisfying its obligation under this Section.

    


    h. The
      Company shall cooperate with the Investor to facilitate the timely preparation
      and delivery of certificates (not bearing any restrictive legend) representing
      the Registrable Securities to be offered pursuant to any registration statement
      and enable such certificates to be in such denominations or amounts as the
      Investor may reasonably request and registered in such names as the Investor
      may
      request.

    


    i. The
      Company shall at all times provide a transfer agent and registrar with respect
      to its Common Stock.

    


    j. If
      reasonably requested by the Investor, the Company shall (i) immediately
      incorporate in a prospectus supplement or post-effective amendment such
      information as the Investor believes should be included therein relating to
      the
      sale and distribution of Registrable Securities, including, without limitation,
      information with respect to the number of Registrable Securities being sold,
      the
      purchase price being paid therefor and any other terms of the offering of the
      Registrable Securities; (ii) make all required filings of such prospectus
      supplement or post-effective amendment as soon as notified of the matters to
      be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii) supplement or make amendments to any registration
      statement.


    
      
        
        

      

      
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    k. The
      Company shall use its reasonable best efforts to cause the Registrable
      Securities covered by the any registration statement to be registered with
      or
      approved by such other governmental agencies or authorities as may be necessary
      to consummate the disposition of such Registrable Securities.

     

    l. Within
      one (1) Trading Day after any registration statement which includes the
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Investor)
      confirmation that such registration statement has been declared effective by
      the
      SEC in the form attached hereto as Exhibit
      A.
      Thereafter, if requested by the Buyer at any time, the Company shall require
      its
      counsel to deliver to the Buyer a written confirmation whether or not the
      effectiveness of such registration statement has lapsed at any time for any
      reason (including, without limitation, the issuance of a stop order) and whether
      or not the registration statement is current and available to the Buyer for
      sale
      of all of the Registrable Securities.

    


    m. The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investor of Registrable Securities pursuant to
      any
      registration statement.

    


    4. OBLIGATIONS
      OF THE INVESTOR.

    


    a. The
      Company shall notify the Investor in writing of the information the Company
      reasonably requires from the Investor in connection with any registration
      statement hereunder. The Investor shall furnish to the Company such information
      regarding itself, the Registrable Securities held by it and the intended method
      of disposition of the Registrable Securities held by it as shall be reasonably
      required to effect the registration of such Registrable Securities and shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request.

    


    b. The
      Investor agrees to cooperate with the Company as reasonably requested by the
      Company in connection with the preparation and filing of any registration
      statement hereunder.

    


    c. The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event or existence of facts of the kind described in Section
      3(f) or the first sentence of 3(e), the Investor will immediately discontinue
      disposition of Registrable Securities pursuant to any registration statement(s)
      covering such Registrable Securities until the Investor's receipt of the copies
      of the supplemented or amended prospectus contemplated by Section 3(f) or the
      first sentence of 3(e). Notwithstanding anything to the contrary, the Company
      shall cause its transfer agent to promptly deliver shares of Common Stock
      without any restrictive legend in accordance with the terms of the Purchase
      Agreement in connection with any sale of Registrable Securities with respect
      to
      which an Investor has entered into a contract for sale prior to the Investor's
      receipt of a notice from the Company of the happening of any event of the kind
      described in Section 3(f) or the first sentence of 3(e) and for which the
      Investor has not yet settled.

    


    5. EXPENSES
      OF REGISTRATION.

    


    All
      reasonable expenses, other than sales or brokerage commissions, incurred in
      connection with registrations, filings or qualifications pursuant to Sections
      2
      and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company, shall be paid by the Company.


    
      
        
        

      

      
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    6. INDEMNIFICATION.

    


    a. To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend the Investor, each Person, if any, who controls the
      Investor, the members, the directors, officers, partners, employees, agents,
      representatives of the Investor and each Person, if any, who controls the
      Investor within the meaning of the 1933 Act or the Securities Exchange Act
      of
      1934, as amended (the "1934
      Act")
      (each,
      an "Indemnified
      Person"),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint
      or several, (collectively, "Claims")
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto ("Indemnified
      Damages"),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in the Registration Statement, any New Registration Statement
      or
      any post-effective amendment thereto or in any filing made in connection with
      the qualification of the offering under the securities or other "blue sky"
      laws
      of any jurisdiction in which Registrable Securities are offered ("Blue
      Sky Filing"),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading, (iii) any violation or alleged violation by the Company
      of
      the 1933 Act, the 1934 Act, any other law, including, without limitation, any
      state securities law, or any rule or regulation thereunder relating to the
      offer
      or sale of the Registrable Securities pursuant to the Registration Statement
      or
      any New Registration Statement or (iv) any material violation by the Company
      of
      this Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, "Violations").
      The
      Company shall reimburse each Indemnified Person promptly as such expenses are
      incurred and are due and payable, for any legal fees or other reasonable
      expenses incurred by them in connection with investigating or defending any
      such
      Claim. Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 6(a): (i) shall not apply
      to
      a Claim by an Indemnified Person arising out of or based upon a Violation which
      occurs in reliance upon and in conformity with information furnished in writing
      to the Company by such Indemnified Person expressly for use in connection with
      the preparation of the Registration Statement, any New Registration Statement
      or
      any such amendment thereof or supplement thereto, if such prospectus was timely
      made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
      with respect to any superceded prospectus, shall not inure to the benefit of
      any
      such person from whom the person asserting any such Claim purchased the
      Registrable Securities that are the subject thereof (or to the benefit of any
      person controlling such person) if the untrue statement or omission of material
      fact contained in the superceded prospectus was corrected in the revised
      prospectus, as then amended or supplemented, if such revised prospectus was
      timely made available by the Company pursuant to Section 3(c) or Section 3(e),
      and the Indemnified Person was promptly advised in writing not to use the
      incorrect prospectus prior to the use giving rise to a violation and such
      Indemnified Person, notwithstanding such advice, used it; (iii) shall not be
      available to the extent such Claim is based on a failure of the Investor to
      deliver or to cause to be delivered the prospectus made available by the
      Company, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in
      settlement of any Claim if such settlement is effected without the prior written
      consent of the Company, which consent shall not be unreasonably withheld. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Investor pursuant to Section
      9.


    
      
        
        

      

      
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    b. In
      connection with the Registration Statement or any New Registration Statement,
      the Investor agrees to severally and not jointly indemnify, hold harmless and
      defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors, each of its officers who signs the
      Registration Statement or any New Registration Statement, each Person, if any,
      who controls the Company within the meaning of the 1933 Act or the 1934 Act
      (collectively and together with an Indemnified Person, an "Indemnified
      Party"),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information about the Investor set forth
      on
Exhibit
      B
      attached
      hereto and furnished to the Company by the Investor expressly for use in
      connection with such registration statement; and, subject to Section 6(d),
      the
      Investor will reimburse any legal or other expenses reasonably incurred by
      them
      in connection with investigating or defending any such Claim; provided, however,
      that the indemnity agreement contained in this Section 6(b) and the agreement
      with respect to contribution contained in Section 7 shall not apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of the Investor, which consent shall not be unreasonably
      withheld; provided, further, however, that the Investor shall be liable under
      this Section 6(b) for only that amount of a Claim or Indemnified Damages as
      does
      not exceed the net proceeds to the Investor as a result of the sale of
      Registrable Securities pursuant to such registration statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Investor pursuant to Section 9. 

    


    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses to
      be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      fully apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. No indemnifying party shall be liable for
      any
      settlement of any action, claim or proceeding effected without its written
      consent, provided, however, that the indemnifying party shall not unreasonably
      withhold, delay or condition its consent. No indemnifying party shall, without
      the consent of the Indemnified Party or Indemnified Person, consent to entry
      of
      any judgment or enter into any settlement or other compromise which does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Party or Indemnified Person of a release from all liability
      in respect to such claim or litigation. Following indemnification as provided
      for hereunder, the indemnifying party shall be subrogated to all rights of
      the
      Indemnified Party or Indemnified Person with respect to all third parties,
      firms
      or corporations relating to the matter for which indemnification has been made.
      The failure to deliver written notice to the indemnifying party within a
      reasonable time of the commencement of any such action shall not relieve such
      indemnifying party of any liability to the Indemnified Person or Indemnified
      Party under this Section 6, except to the extent that the indemnifying party
      is
      prejudiced in its ability to defend such action.


    
      
        
        

      

      
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    d. The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

    


    e. The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

    


    7. CONTRIBUTION.

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no seller of
      Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from
      any seller of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) contribution by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities.

    


    8. REPORTS
      AND DISCLOSURE UNDER THE SECURITIES ACTS.

    


    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investor to sell securities of the Company to the public
      without registration ("Rule
      144"),
      the
      Company agrees, at the Company’s sole expense, to:

    


    a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

    


    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

    


    c. furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting and or disclosure provisions of Rule 144, the 1933 Act and the
      1934 Act, (ii) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (iii)
      such other information as may be reasonably requested to permit the Investor
      to
      sell such securities pursuant to Rule 144 without registration.

    


    d. take
      such
      additional action as is requested by the Investor to enable the Investor to
      sell
      the Registrable Securities pursuant to Rule 144, including, without limitation,
      delivering all such legal opinions, consents, certificates, resolutions and
      instructions to the Company’s Transfer Agent as may be requested from time to
      time by the Investor and otherwise fully cooperate with Investor and Investor’s
      broker to effect such sale of securities pursuant to Rule 144.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    


    The
      Company agrees that damages may be an inadequate remedy for any breach of the
      terms and provisions of this Section 8 and that Investor shall, whether or
      not
      it is pursuing any remedies at law, be entitled to equitable relief in the
      form
      of a preliminary or permanent injunctions, without having to post any bond
      or
      other security, upon any breach or threatened breach of any such terms or
      provisions.

    


    
      	9.  	
              ASSIGNMENT
                OF REGISTRATION RIGHTS.

            


    

    


    The
      Company shall not assign this Agreement or any rights or obligations hereunder
      without the prior written consent of the Investor, including by merger or
      consolidation. The Investor may not assign its rights under this Agreement
      without the written consent of the Company, other than to an affiliate of the
      Investor controlled by Steven G. Martin or Joshua B. Scheinfeld.

    


    10. AMENDMENT
      OF REGISTRATION RIGHTS.

    


    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the
      Investor.

    


    11. MISCELLANEOUS.

    


    a. A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the registered owner of such
      Registrable Securities.

    


    b. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) Trading Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    


    If
      to the
      Company:

    Golden
      Phoenix Minerals, Inc.

    1675
      E.
      Prater Way, Suite 102

    Sparks,
      Nevada 89434

    Telephone: 775-853-4919

    Facsimile: 775-853-5010

    Attention:
       Chief
      Executive Officer

    


    With
      a
      copy to:

    Kirkpatrick
      & Lockhart LLP

    201
      South
      Biscayne Boulevard, Suite 2000

    Miami,
      FL
      33131

    Telephone: 305-539-3300

    Facsimile: 305-358-7095

    Attention: Clayton
      E. Parker, Esq.

    


    If
      to the
      Investor:

    Fusion
      Capital Fund II, LLC

    222
      Merchandise Mart Plaza, Suite 9-112

    Chicago,
      IL 60654

    Telephone: 312-644-6644

    Facsimile: 312-644-6244

    Attention: Steven
      G.
      Martin

    


    or
      at
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party three (3) Trading Days prior to the effectiveness of such change.
      Written confirmation of receipt (A) given by the recipient of such notice,
      consent, waiver or other communication, (B) mechanically or electronically
      generated by the sender's facsimile machine containing the time, date, recipient
      facsimile number and an image of the first page of such transmission or (C)
      provided by a nationally recognized overnight delivery service, shall be
      rebuttable evidence of personal service, receipt by facsimile or receipt from
      a
      nationally recognized overnight delivery service in accordance with clause
      (i),
      (ii) or (iii) above, respectively.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    


    c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    d. The
      corporate laws of the State of Minnesota shall govern all issues concerning
      the
      relative rights of the Company and its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of Illinois,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Illinois or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of
      Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting the City of Chicago, for the adjudication
      of any dispute hereunder or in connection herewith or with any transaction
      contemplated hereby or discussed herein, and hereby irrevocably waives, and
      agrees not to assert in any suit, action or proceeding, any claim that it is
      not
      personally subject to the jurisdiction of any such court, that such suit, action
      or proceeding is brought in an inconvenient forum or that the venue of such
      suit, action or proceeding is improper. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof to such party at the
      address for such notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law. If any provision of this Agreement
      shall
      be invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other jurisdiction.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

    


    e. This
      Agreement, and the Purchase Agreement constitute the entire agreement among
      the
      parties hereto with respect to the subject matter hereof and thereof. There
      are
      no restrictions, promises, warranties or undertakings, other than those set
      forth or referred to herein and therein. This Agreement and the Purchase
      Agreement supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

    


    f. Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

    


    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    h. This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

    


    i. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    


    j. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

    


    k. This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

    


    


    


    *
      * * * * *


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Registration Rights Agreement to be duly executed
      as of
      day and year first above written.

    


    


    


    THE
      COMPANY:

    


    GOLDEN
      PHOENIX MINERALS, INC.

    


    


    By:
      /s/ Kenneth S. Ripley

    Name:
      Kenneth S. Ripley 

    Title:
      Interim Chief Executive Officer 

    


    


    BUYER:

    


    FUSION
      CAPITAL FUND II, LLC

    BY:
      FUSION CAPITAL PARTNERS, LLC

    BY:
      ROCKLEDGE CAPITAL CORPORATION

    


    By:
      /s/ Josh Scheinfeld

    Name:
      Josh Scheinfeld

    Title:
      President

    


    


    


    


    


    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    



    EXHIBIT
      A

    


    TO
      REGISTRATION RIGHTS AGREEMENT

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    [Date]

    


    Nevada
      Agency & Trust

    50
      W.
      Liberty, Suite 880

    Reno,
      Nevada 89501

    Attention:
      Amanda Cardinalli 

    RE:
      _________________

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to GOLDEN
      PHOENIX MINERALS, INC.,
      a
      Minnesota corporation (the "Company"),
      and
      have represented the Company in connection with that certain Common Stock
      Purchase Agreement, dated as of _________, 2006 (the "Purchase
      Agreement"),
      entered into by and between the Company and Fusion Capital Fund II, LLC (the
      "Buyer")
      pursuant to which the Company may sell to the Buyer up to Six Million Dollars
      ($6,000,000) of the Company's Common Stock, no par value per share (the
      "Common
      Stock")
      in
      accordance with the terms of the Purchase Agreement. The (the "Purchase
      Shares.")
      In
      addition, pursuant to the Stock Purchase Agreement, the Company issued to the
      Buyer 2,191,919 shares of Common Stock (the
      "Commitment Shares").
      Pursuant to the Purchase Agreement, the Company also has entered into a
      Registration Rights Agreement, dated as of ______, 2006, with the Buyer (the
      "Registration
      Rights Agreement")
      pursuant to which the Company agreed, among other things, to register the
      Purchase Shares, and the Commitment Shares under the Securities Act of 1933,
      as
      amended (the "1933
      Act").
      In
      connection with the Company's obligations under the Purchase Agreement and
      the
      Registration Rights Agreement, on _______, 200_, the Company filed a
      Registration Statement (File No. 333-_________) (the "Registration
      Statement")
      with
      the Securities and Exchange Commission (the "SEC")
      relating to the sale of the Purchase Shares, and the Commitment
      Shares.

    


    In
      connection with the foregoing, we advise you that a member of the SEC's staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at 5:00 P.M. on __________,
      200_ and we have no knowledge, after telephonic inquiry of a member of the
      SEC's
      staff, that any stop order suspending its effectiveness has been issued or
      that
      any proceedings for that purpose are pending before, or threatened by, the
      SEC
      and the Purchase Shares, and the Commitment Shares are available for sale under
      the 1933 Act pursuant to the Registration Statement.

    


    The
      Buyer
      has confirmed it shall comply with all securities laws and regulations
      applicable to it including applicable prospectus delivery requirements upon
      sale
      of the Purchase Shares, and the Commitment Shares.

    


    Very
      truly yours,

    [Company
      Counsel]

    By:____________________

    


    CC:                           
      Fusion
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    EXHIBIT
      B

    


    TO
      REGISTRATION RIGHTS AGREEMENT

    


    Information
      About The Investor Furnished To The Company By The Investor


    Expressly
      For Use In Connection With The Registration Statement

    


    


    As
      of the
      date of the Purchase Agreement, Fusion Capital beneficially owned _______ shares
      of common stock of the Company. Steven G. Martin and Joshua B. Scheinfeld,
      the
      principals of Fusion Capital, are deemed to be beneficial owners of all of
      the
      shares of common stock owned by Fusion Capital. Messrs. Martin and Scheinfeld
      have shared voting and investment power over the shares being offered under
      the
      prospectus filed with the SEC in connection with the transactions contemplated
      under the Purchase Agreement.