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REGISTRATION RIGHTS AGREEMENT
Dated as of July 21, 1997
By and Between
INLAND RESOURCES INC.
and
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
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TABLE OF CONTENTS
Page
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Section 1. Definitions ................................................. 1
Section 2. Demand Registration Rights .................................. 2
Section 3. Shelf Registration .......................................... 3
Section 4. Piggy-back Registration ..................................... 3
Section 5. Restrictions on Dispositions and Demand Registrations ....... 4
Section 6. Registration Procedures ..................................... 4
Section 7. Registration Expenses ....................................... 8
Section 8. Indemnification; Contribution ............................... 8
Section 9. Rule 144 .................................................... 11
Section 10. Remedies .................................................... 11
Section 11. Binding Effect; Transferees; Termination .................... 11
Section 12. Amendments and Waivers ...................................... 11
Section 13. Notices ..................................................... 12
Section 14. Counterparts ................................................ 12
Section 15. Headings .................................................... 12
Section 16. Governing Law ............................................... 12
Section 17. Severability ................................................ 12
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of the 21st day of July, 1997, by and between Inland Resources Inc.
(the "Company"), and Joint Energy Development Investments Limited Partnership
(the "Purchaser").
This Agreement is made pursuant to the Securities Purchase Agreement
dated as of July __, 1997 (the "Purchase Agreement"), between the Company and
the Purchaser. In order to induce the Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration and other
rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement.
The parties hereby agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, the following terms
have the meanings indicated:
"COMMISSION" means the Securities and Exchange Commission or any similar
agency thus having jurisdiction to enforce the Securities Act.
"COMMON STOCK" means the common stock, par value $.001 per share, of the
Company.
"DEMAND REGISTRATION" has the meaning ascribed to such term in Section
2(a).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
governmental or political subdivision, agency or instrumentality thereof or
other entity or organization of any kind.
"PIGGY-BACK REGISTRATION" has the meaning ascribed to such term in
Section 4.
"REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with
the Securities Act and the declaration or ordering of effectiveness of such
registration statement.
"REGISTRABLE COMMON STOCK" means, collectively, the shares of Common
Stock acquirable upon the conversion or issuable upon redemption of the
Series C Preferred Stock issued to the Purchaser pursuant to the Purchase
Agreement, and any shares of Common Stock or other
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securities issued with respect to such Common Stock by way of stock dividend
or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, share exchange, reorganization or
otherwise; provided, however, such Common Stock or other securities shall
cease to be Registrable Common Stock when (i) a registration statement with
respect to the disposition of such Common Stock or other securities shall
have become effective under the Securities Act and such securities shall have
been disposed of in accordance with the plan of distribution set forth in
such registration statement, (ii) such Common Stock or other securities shall
have been sold pursuant to Rule 144 (or any successor provision) under the
Securities Act, or (iii) such Common Stock or other securities shall have
ceased to be outstanding.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"SERIES C PREFERRED STOCK" means the Series C Cumulative Convertible
Preferred Stock of the Company.
"SHELF REGISTRATION STATEMENT" has the meaning ascribed to such term in
Section 2(a).
Section 2. DEMAND REGISTRATION RIGHTS.
(a) RIGHT TO DEMAND. Subject to Section 2(b) and Section 5 hereof, any
holder of Registrable Common Stock may make a written request to the Company
for registration with the Commission under and in accordance with the
provisions of the Securities Act of the disposition of all or part of the
Registrable Common Stock (a "Demand Registration"). All requests made
pursuant to this Section 2(a) will specify the aggregate amount of
Registrable Common Stock to be registered, will specify the intended methods
of disposition thereof and will specify whether the registration statement to
be filed is a "shelf" registration statement ("Shelf Registration Statement")
pursuant to Rule 415 under the Securities Act (or any similar rule that may
be adopted by the Commission). If any holder intends to dispose of any of
the Registrable Common Stock pursuant to an underwritten offering, the holder
will have the right to select the underwriter. No securities other than
Registrable Common Stock may be registered in connection with a Demand
Registration without the consent of the holders of a majority of the
outstanding Registrable Common Stock.
(b) NUMBER OF DEMAND REGISTRATIONS; EFFECTIVE REGISTRATION; EXPENSES.
The holders of Registrable Common Stock, in the aggregate, shall be entitled
to initiate and have effected two Demand Registrations, and the Company shall
pay all Registration Expenses of such Demand Registrations in accordance with
Section 7 hereof. The Company shall not be deemed to have effected a Demand
Registration unless and until (i) the Company has filed a registration
statement with the Commission and (ii) the registration statement has been
declared effective by the Commission.
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(c) ISSUANCE OF NEW DEMAND REGISTRATION RIGHTS. From and after the date
of this Agreement and until no Registrable Common Stock remains outstanding,
the Company shall not issue any registration rights to any person that could
adversely affect the rights of the Purchaser hereunder or are inconsistent
with the rights of the Purchaser hereunder without the prior written consent
of the Purchaser.
Section 3. SHELF REGISTRATION. The Company will, as soon as possible
following a written request pursuant to Section 2(a) for the registration of
Registrable Common Stock by means of a Shelf Registration Statement, file a
shelf registration statement on Form S-3 covering the Registrable Common
Stock and thereafter shall use its best efforts to cause the Shelf
Registration Statement to be declared effective as soon as practicable
following such filing and to take any and all reasonable action within the
Company's control, subject to and in accordance with Section 5, as may be
necessary or appropriate to maintain such effectiveness until such time as
neither any holder nor any of their assignees own any Registrable Common
Stock, not to exceed two years from the effective date of such registration
statement.
Section 4. PIGGY-BACK REGISTRATION. If the Company proposes to file a
registration statement under the Securities Act with respect to an offering
by the Company for its own account or for the account of others of any class
of security (other than pursuant to a registration statement on Forms S-4 or
S-8 (or successor forms) or in connection with an exchange offer or an
offering of securities solely to the Company's existing stockholders), then
the Company shall in each case give written notice of such proposed filing to
the holders of Registrable Common Stock (which notice shall indicate, to the
extent then known, the proposed managing underwriter or underwriters, if such
offering is to be underwritten, and such other terms of the proposed offering
that the Company reasonably believes to be material to the holders of
Registrable Common Stock) and shall include in such registration statement
all or a portion of the Registrable Common Stock owned by such holders which
such holders shall request to be so included by written notice given by such
holders to the Company within 10 business days after such holder's receipt of
such notice from the Company (a "Piggy-back Registration"). The Company
shall use reasonable diligence to effect the registration of all Registrable
Common Stock requested to be so registered in such offering on the same terms
and conditions as any similar securities of the Company included therein.
Notwithstanding the foregoing, if the managing underwriter or underwriters of
such offering advise the Company that the number of shares of Common Stock or
other securities sought to be included in such underwritten offering would
create a substantial risk that the sale of some or all of such Common Stock
or other securities will interfere with the successful marketing of the
securities offered by the Company or substantially reduce the proceeds or
price per unit that could be derived from such underwritten offering, then
the number of shares of Common Stock or other securities to be sold by
holders of Registrable Common Stock shall be reduced to the greatest number
of shares of Common Stock or other securities, if any, that, together with
any shares of Common Stock or other securities to be included in such
offering by the Company and other persons, would, in the opinion of such
managing underwriter or underwriters, not create such a risk or interference,
and such reduced
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number of shares of Common Stock or other securities, if any, to be sold by
such holders shall be allocated among such holders and other persons in
proportion to the number of shares of Common Stock then owned by such
holders. The holders of Registrable Common Stock to be distributed by such
underwriters shall be parties to the underwriting agreement between the
Company and such underwriters and the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such holders
and the conditions precedent to the obligations of such holders of
Registrable Common Stock under such underwriting agreement shall be
reasonably satisfactory to such holders. Such holders shall not be required
to make any representations or warranties to the Company or its underwriters
other than representations or warranties regarding such holder and such
holder's intended method of distribution. The Company shall have the right
to discontinue any registration under this Section 4 at any time prior to the
effective date of such registration if the registration of the securities
giving rise to such registration under this Section 4 is discontinued, but no
such discontinuation shall preclude an immediate or subsequent request by the
holders of Registrable Common Stock for registration pursuant to Section 2
hereof if otherwise permitted.
Section 5. RESTRICTIONS ON DISPOSITIONS AND DEMAND REGISTRATIONS.
Notwithstanding anything to the contrary contained herein, the Company shall
not be obligated to prepare and file any registration statement pursuant to a
Demand Registration or prepare or file any amendment or supplement thereto
and may suspend, by giving written notice to the holders of Registrable
Common Stock, such holders' rights to make dispositions of Registrable Common
Stock pursuant to a Shelf Registration Statement, at any time when the
Company, in the good faith judgment of its Board of Directors, reasonably
believes that the filing thereof at the time requested, or the offering or
sale of securities pursuant thereto, would materially adversely affect a
pending or proposed public offering of the Company's securities, or an
acquisition, merger, recapitalization, consolidation, reorganization or
similar transaction or negotiations, discussions or pending proposals with
respect thereto. The rights of holders of Registrable Common Stock to make
dispositions thereof pursuant to a Shelf Registration Statement may similarly
be suspended by the Company upon written notice to the holders of Registrable
Common Stock that the Shelf Registration Statement is unusable as a result of
an event requiring a post-effective amendment or supplement, which has not
yet been filed, and will remain unusable until the supplement is filed or
post-effective amendment is filed and declared effective. The filing of a
registration statement, or any amendment or supplement thereto, by the
Company cannot be deferred, and the holders' rights to dispose of Registrable
Common Stock pursuant to the Shelf Registration Statement cannot be
suspended, pursuant to the provisions of the preceding two sentences for more
than 90 days after the date of the Board's judgment referred to in the
preceding sentence, and may not be so deferred or suspended more than 180
days during any twelve month period unless such deferral or suspension is
agreed to in writing by the holders of Registrable Common Stock.
Section 6. REGISTRATION PROCEDURES.
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(a) CERTAIN COMPANY OBLIGATIONS. Whenever Registrable Common Stock is
to be registered pursuant to Sections 2 or 3 of this Agreement, the Company
will use reasonable diligence to effect the registration of such Registrable
Common Stock in accordance with the intended method of disposition thereof as
quickly as practicable, and in connection with any such request and with the
Piggy-back Registration or Demand Registration, the Company will as
expeditiously as possible:
(i) prepare and file with the Commission a registration statement
which includes the Registrable Common Stock and use reasonable diligence
to cause such registration statement to become effective (which
registration statement, in the case of a Demand Registration, shall in
all events be filed with the Commission within 45 days after the
Company's receipt of the Demand Registration); provided that before
filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to the holders of the
Registrable Common Stock covered by such registration statement and the
underwriters, if any, draft copies of all such documents proposed to be
filed at least three business days prior thereto, which documents will
be subject to the reasonable review of such holders and underwriters,
and provided further that if such registration statement refers to any
holder of Registrable Common Stock by name or otherwise as the holder of
any securities of the Company, then such holder shall have the right to
require (i) the insertion therein of language, in form and substance
satisfactory to such holder, to the effect that the holding by such
holder of such securities does not necessarily make such holder a
"controlling person" of the Company within the meaning of the Securities
Act and is not to be construed as a recommendation by such holder of the
investment quality of the Company's securities covered thereby and that
such holding does not imply that such holder will assist in meeting any
future financial requirements of the Company, or (ii) in the event that
such reference to such holder by name or otherwise is not required by
the Securities Act or any rules and regulations promulgated thereunder,
the deletion of the reference to such holder;
(ii) prepare and file as soon as reasonably practicable with the
Commission such amendments and post-effective amendments to the
registration statement as may be necessary to keep the registration
statement effective for the period of time specified in Section 3 with
respect to the Shelf Registration Statement and otherwise for 90 days
(or such shorter period which will terminate when all Registrable Common
Stock covered by such registration statement has been sold or
withdrawn); cause the prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act; and comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such registration statement during the applicable
period in accordance with the intended methods of disposition
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by the holders thereof set forth in such registration statement or
supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in
such registration statement and the managing underwriter or
underwriters, if any, without charge, at least one signed copy of the
registration statement and any post-effective amendment thereto, upon
request, and such number of conformed copies thereof and such number of
copies of the prospectus (including each preliminary prospectus) and any
amendments or supplements thereto, and any documents incorporated by
reference therein, as such holder or underwriter may reasonably request
in order to facilitate the disposition of the Registrable Common Stock
being sold by such holder;
(iv) notify each holder of Registrable Common Stock included in
such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, when the
Company becomes aware of the happening of any event as a result of which
the prospectus included in such registration statement (as then in
effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein (in the
case of the prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading and, as
promptly as practicable thereafter, prepare and file with the Commission
and furnish a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Common Stock,
such prospectus will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(v) use reasonable diligence to cause all Registrable Common Stock
included in such registration statement to be listed, by the date of the
first sale of Registrable Common Stock pursuant to such registration
statement, on each securities exchange on which the common stock of the
Company is then listed or proposed to be listed, if any, and use
reasonable diligence to cause all Registrable Common Stock included in
such Registration Statement to be quoted on the NASDAQ National Market
System (or other national market), if the common stock of the Company is
then quoted thereon or is proposed to be quoted thereon;
(vi) make generally available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities
Act as soon as practicable, which earnings statement shall cover said
12-month period, which requirements will be deemed to be satisfied if
the Company timely files complete and accurate
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information on Forms 10-Q, 10-K and 8-K under the Exchange Act and
otherwise complies with Rule 158 under the Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or
any holder of Registrable Common Stock covered by the registration
statement, promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters or such holder reasonably requests to be included therein,
including, without limitation, with respect to the Registrable Common
Stock being sold by such holder to such underwriter or underwriters, the
purchase price being paid therefor by such underwriter or underwriters
and with respect to any other terms of the underwritten offering of the
Registrable Common Stock to be sold in such offering, and promptly make
all required filings of such prospectus supplement or post-effective
amendment;
(viii) on or prior to the date on which the registration statement
is declared effective, use reasonable diligence to register or qualify,
and cooperate with the holders of Registrable Common Stock included in
such registration statement, the underwriter or underwriters, if any,
and their counsel, in connection with the registration or qualification
of the Registrable Common Stock covered by the registration statement
for offer and sale under the securities or blue sky laws of each state
and other jurisdiction of the United States as any such holder or
underwriter reasonably requests in writing, to use reasonable diligence
to keep each such registration or qualification effective, including
through new filings, or amendments or renewals, during the period such
registration statement is required to be kept effective and to do any
and all other acts or things necessary or advisable to enable the
disposition in all such jurisdictions of the Registrable Common Stock
covered by the applicable registration statement; provided that the
Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action
which would subject it to general service of process in any such
jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered
by the registration statement and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legends) representing
securities to be sold under the registration statement, and enable such
securities to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or such holders may
request;
(x) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions as the
holders of a majority of the Registrable Common Stock being sold or the
underwriters retained
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by holders participating in an underwritten public offering, if any,
reasonably request in order to expedite or facilitate the disposition of
such Registrable Common Stock;
(xi) make available for inspection by the holders, by any
underwriter participating in any disposition to be effected pursuant to
such registration statement and by any attorney, accountant or other
agent retained by the holders or any such underwriter, all pertinent
financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers,
directors and employees to supply all information, reasonably requested
by the holders or any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement. In that
connection, the Company may require the holders, such underwriter and
such other persons to conduct their investigation in a manner which does
not disrupt the operations of the Company and to execute such
confidentiality agreements as the Company may reasonably determine to be
advisable; and
(xii) notify each holder of Registrable Common Stock of any stop
order issued or threatened by the Commission in connection with any
registration statement covering Registrable Common Stock and take all
reasonable actions required to prevent the entry of such stop order or
to remove it if entered.
(b) CERTAIN OBLIGATIONS OF HOLDERS OF REGISTRABLE COMMON STOCK. Each
holder of Registrable Common Stock shall provide the Company in writing such
information as the Company reasonably requests in order to effectuate the
registration and disposition of such holder's Registrable Common Stock
pursuant to this Agreement and such holder shall execute all consents, powers
of attorney, registration statements and other documents reasonably required
to be signed by such holder in order to effectuate the registration or
disposition of Registrable Common Stock by such holder.
Section 7. REGISTRATION EXPENSES. The Company shall pay all expenses
incident to the Company's performance of or compliance with its obligations
hereunder, including, without limitation, all registration, filing and
National Association of Securities Dealers, Inc. fees, all fees and expenses
of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, and the
reasonable fees and disbursements of the Company's counsel and of its
independent public accountants. Holders of Registrable Common Stock will be
responsible for any expenses incurred by them, including for their own
counsel, accountants, underwriters and representatives.
Section 8. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each holder of Registrable Common Stock, its officers,
directors and partners and each
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person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, damages, or liabilities arising out of or based
upon any untrue or alleged untrue statement of material fact contained in any
registration statement, any amendment or supplement thereto, any prospectus
or preliminary prospectus or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same arise out
of or are based upon, any such untrue statement or omission based upon
information with respect to such indemnified person furnished in writing to
the Company by such indemnified person expressly for use therein and will
reimburse, as incurred, such holder, officer, director, partner or
controlling person for any legal or other expenses incurred by such holder,
officer, director, partner or controlling person in connection with
investigating, defending or appearing as a third party witness in connection
with any such loss, claim, damage, or liability. In connection with an
underwritten offering, the Company will indemnify, and reimburse for
expenses, the underwriters thereof, their officers and directors and each
person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to holders of
Registrable Common Stock.
(b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE COMMON STOCK. In
connection with any registration statement in which a holder of Registrable
Common Stock is participating, such holder will furnish to the Company in
writing such information with respect to the name and address of such holder
and the amount of Registrable Common Stock held by such holder and such other
information as the Company shall reasonably request, for use in connection
with any such registration statement or prospectus and agrees to indemnify,
the Company, its directors and officers, any underwriter (within the meaning
of the Securities Act) for the Company or other persons selling securities
pursuant to such registration statement, such other persons selling
securities, and each person who controls the Company, such underwriters or
other persons (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement
of a material fact or any omission of a material fact required to be stated
in the registration statement or prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein not
misleading, to the extent, but only to the extent, that such untrue statement
or omission is contained in any information with respect to such holder so
furnished in writing by such holder expressly for inclusion in any prospectus
or registration statement. In no event shall the liability of any selling
holder of Registrable Common Stock hereunder be greater in amount than the
dollar amount of the proceeds received by such holder upon the sale of the
Registrable Common Stock giving rise to such indemnification obligation.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such person of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing as to which such person will claim indemnification or
contribution pursuant to this Agreement and, unless in the reasonable
judgment of such indemnified party a conflict of interest may exist between
such indemnified party and the
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indemnifying party with respect to such claim, permit the indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to
such indemnified party. The failure to notify the indemnifying party
promptly of such commencement or threat shall not relieve the indemnifying
party of its obligation to indemnify the indemnified party, except to the
extent that the indemnifying party is actually prejudiced by such failure.
Whether or not such defense is assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement
made without its consent (but such consent will not be unreasonably
withheld). No indemnifying party will consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of
a release from all liability in respect of such claim or litigation. If the
indemnifying party is not entitled to, or elects not to, assume the defense
of a claim, it will not be obligated to pay the fees and expenses of more
than one counsel with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect
to such claim, in which event the indemnifying party shall be obligated to
pay the fees and expenses of such additional counsel or counsels.
(d) CONTRIBUTION. If the indemnification provided for in this Section 8
from the indemnifying party is unavailable to an indemnified party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred
to herein, then the 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, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and indemnified parties in connection with the
actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties 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, has been made by, or related to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in Section 8(b), any legal
or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 8(d), no
underwriter shall be required to contribute any amount in excess of the
amount by which the underwriting discount applicable to the Registrable
Common Stock purchased by it and distributed to the public exceeds the amount
of any damages which such underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no selling holder shall be required to
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contribute any amount in excess of the amount by which the total price at
which the Registrable Common Stock of such selling holder was offered to the
public exceeds the amount of any damages which such selling holder has
otherwise been required to pay by reason of such untrue statement or
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
If indemnification is available under this Section 8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
Section 8(a) and (b) without regard to the relative fault of said
indemnifying party of indemnified party or any other equitable consideration
provided for in this Section 8(d).
The obligations of the Company pursuant to this Section 8 shall be
further subject to such additional express agreements of the Company as may
be required to facilitate an underwritten offering, provided that no such
agreement shall in any way limit the rights of the holders of Registrable
Common Stock under this Agreement, or create additional obligations of such
holders not set forth herein, except as otherwise expressly agreed in writing
by any such holders. The obligations of the Company pursuant to this Section
8 shall be in addition to any liability or obligation the Company may have at
common law or otherwise.
Section 9. RULE 144. The Company covenants that for so long as any
Holder owns any Registrable Common Stock that it will file, in a timely
manner, the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder, and it will take such further action as any holder of Registrable
Common Stock may reasonably request, all to the extent required from time to
time to enable such holder to sell Registrable Common Stock without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission. Upon the request of any holder of Registrable
Common Stock, the Company will deliver to such holder a written statement as
to whether it has complied with such requirements.
Section 10. REMEDIES. Each holder of Registrable Common Stock in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.
Section 11. BINDING EFFECT; TRANSFEREES; TERMINATION. Except to the
extent otherwise provided herein, the provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. A
transferee of Registrable Common Stock, which acquires such securities from a
holder of Registrable
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Common Stock in a transfer, whether in a public distribution or otherwise,
which results in such transferred securities not being Registrable Common
Stock in the hands of such transferee, shall not be a holder of Registrable
Common Stock hereunder and shall not have any rights or obligations hereunder
as a result of such transfer of Registrable Common Stock. Except as provided
in the preceding sentence, a transferee of a holder of Registrable Common
Stock, whether becoming such by sale, transfer, assignment, operation of law
or otherwise, shall be deemed to be a holder of Registrable Common Stock
hereunder and such transferee shall be entitled to the rights, and subject to
the obligations, of such a holder hereunder.
Section 12. AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented without the written agreement of each of the parties.
Section 13. NOTICES. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by telex or telecopier, registered
or certified mail (return receipt requested), postage prepaid or courier to
the parties at the following addresses (or at such other address for any
party as shall be specified by like notice, provided that notices of a change
of address shall be effective only upon receipt thereof). Notices sent by
mail shall be effective two days after mailing; notices sent by telex shall
be effective when answered back, notices sent by telecopier shall be
effective when receipt is acknowledged, and notices sent by courier
guaranteeing next day delivery shall be effective on the next business day
after timely delivery to the courier:
(i) if to a holder of Registrable Common Stock at the most current
address given by such holder to the Company in writing;
(ii) if to the Company at its address set forth in the Purchase
Agreement.
Section 14. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate 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.
Section 15. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
Section 16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
contracts made and to be performed wholly within that State.
Section 17. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in
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any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions
contained herein shall not be in any way impaired thereby, it being intended
that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
INLAND RESOURCES INC.,
a Washington corporation
By: /s/ Kyle R. Miller
--------------
Name: Kyle R. Miller
Title: President
JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its General Partner
By: /s/ Clifford Hickey
Name: Clifford Hickey
Title: Vice President
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The undersigned parties to registration rights
agreements with the Company hereby agree
such agreements are hereby amended to the
extent required so that such agreements are
not inconsistent with this Registration Rights
Agreement:
ENERGY MANAGEMENT CORPORATION
By:
Name:
Title:
PENGO SECURITIES CORP.
By:
Name:
Title:
SMITH MANAGEMENT COMPANY, INC.
By:
Name:
Title:
Randall D. Smith
Jeffrey A. Smith
John W. Adams
Arthur J. Pasmas
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