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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
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 . . . . . . . . . . . . . . . . . . . . . . . . 00
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XXXXXXXXXXXX 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 securities issued with
respect to such Common Stock by way of stock dividend or stock split or in
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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.
(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
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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 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
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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.
(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
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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 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
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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 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
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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 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
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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 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,
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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 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
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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 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).
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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 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.
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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 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/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------------
Title: President / CEO
------------------------------------
JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its General Partner
By: Enron Capital Corp., its
General Partner
By: /s/ XXXXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President
------------------------------------
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