EXHIBIT 3
SERIES E PREFERRED STOCK PURCHASE AGREEMENT
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This SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this
"Agreement") is dated as of August 2, 2001, by and between Hampton Investments
LLC (the "Seller") and Inland Holdings, LLC (the "Buyer").
Subject to the terms and conditions hereof, the Seller wishes
to sell to the Buyer, and the Buyer wishes to purchase from the Seller, 121,973
shares of the Series E preferred stock, $.001 par value per share, of Inland
Resources, Inc. (the "Company") (collectively, the "Shares") for an aggregate
purchase price of Two Million dollars ($2,000,000.00) (the "Purchase Price").
NOW, THEREFORE, in consideration of the promises contained
herein and other good and valuable consideration, the sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. SALE AND PURCHASE.
A. The Seller hereby agrees to sell, assign, transfer
and convey to the Buyer all of the Seller's right, title and interest in and to
the Shares. Currently with the execution and delivery by the parties hereto of
this Agreement and payment of the Purchase Price by Buyer, the Seller shall
deliver to the Buyer the certificate(s) evidencing Shares together with a stock
power duly executed by the Seller transferring such Shares to the Buyer. The
date on which such delivery is made by the Seller to the Buyer is referred to
herein as the "Closing Date."
B. On the Closing Date, Buyer agrees to pay the Seller
the Purchase Price by cashier's check or other form of payment in cash or cash
equivalents acceptable to Buyer.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER.
The Seller hereby represents and warrants to the Buyer, as of the date hereof
and as of the Closing Date:
A. The Seller has been duly formed, is validly existing
and in good standing under the laws of Delaware and has all requisite power and
authority to execute and deliver, and to perform all of its obligations under,
this Agreement.
B. The Seller is the legal and the beneficial owner of
the Shares to be sold by the Seller hereunder and is conveying to the Buyer such
Shares, free and clear of any liens, claims, interests, charges and
encumbrances.
C. Except for filings related to ownership of securities
required by the Securities Exchange Act of 1934, as amended, no consent,
approval, authorization of, action by, notice to, or filing with any
governmental or regulatory authority ("Governmental Body") or any other person,
and no lapse of a waiting period, is necessary or required in connection with
the execution, delivery or performance by the Seller of this Agreement or the
transactions contemplated hereby
D. This Agreement has been duly executed and delivered
by Seller and constitutes a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally or by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
E. There are no brokerage commissions, finder's fees or
similar fees or commissions payable by Seller in connection with the
transactions contemplated hereby based on any agreement, arrangement or
understanding with, or action taken by, Seller.
F. Seller acknowledges that Buyer will be relying upon
the representations and warranties set forth in this Section 2 in purchasing the
Shares from Seller.
G. The execution, delivery and performance of this
Agreement and any other instruments and documents executed and delivered by the
Seller in connection herewith have been duly authorized by all necessary action
and do not and will not (i) require any consent or approval of Seller's
shareholders, if applicable, or any other person, firm, entity, court or
governmental authority or agency other than any consent or approval that has
already been obtained or (ii) violate any law, rule, regulation, order, writ or
judgment presently in effect applicable to the Seller or any provision of the
charter documents or by-laws.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer hereby represents and warrants to the Seller, as of the date hereof,
and as of the Closing Date:
A. The Buyer has been duly formed, is validly existing
and in good standing under the laws of California and has all requisite power
and authority to execute and deliver, and to perform all of its obligations
under, this Agreement.
B. The execution, delivery and performance of this
Agreement and any other instruments and documents executed and delivered by the
Buyer in connection herewith have been duly authorized by all necessary action
and do not and will not (i) require any consent or approval of Buyer's
shareholders, if applicable, or any other person, firm, entity, court or
governmental authority or agency other than any consent or approval that has
already been obtained or (ii) violate any law, rule, regulation, order, writ or
judgment presently in effect applicable to the Buyer or any provision of the
charter documents or by-laws.
C. Except for filings related to ownership of securities
required by the Securities Exchange Act of 1934, as amended, no consent,
approval, authorization of, action by, notice to, or filing with any
Governmental Body or any other person, and no lapse of a waiting period, is
necessary or required in connection with the execution, delivery or performance
by the Buyer of this Agreement or the transactions contemplated hereby.
D. This Agreement has been duly executed and delivered
by Buyer and constitutes a legal, valid and binding obligation of Buyer,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally or by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
E. There are no brokerage commissions, finder's fees or
similar fees or commissions payable by Buyer in connection with the transactions
contemplated hereby based on any agreement, arrangement or understanding with,
or action taken by, Buyer.
F. Buyer is acquiring the Shares for investment for its
own account and not with a view to, or in connection with, any distribution
thereof in violation of the Securities Act of 1933, as amended.
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G. Buyer is an "accredited investor" within the meaning
of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
presently in effect.
H. Buyer has such knowledge and experience in financial
and business matters, including investing in securities of new and speculative
companies, as to be able to evaluate the merits and risks of acquiring the
Shares.
I. Buyer acknowledges that the acquisition of the Shares
involves a high degree of risk and represents that it understands the economic
risks of such an investment. Buyer is prepared to bear the economic risk of
retaining the Shares for an indefinite period, all without prejudice, however,
to the rights of Buyer lawfully to sell or otherwise dispose of all or any part
of the Shares held by it.
J. Buyer has performed its own independent investigation
and evaluation of the Company and the transactions contemplated hereby and has
not, in connection with the transactions contemplated hereby, relied upon any
representations or warranties of any kind whatsoever, whether express or implied
by Seller, any of its affiliates or any of their respective officers, employees,
representatives or agents except for such representations and warranties
expressly set forth herein.
K. Buyer acknowledges that Seller will be relying upon
the representations and warranties set forth in this Section 3 in selling the
Shares to Buyer.
SECTION 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations, warranties, covenants and agreements of the parties
contained herein shall survive the consummation of the purchase and sale of the
Shares contemplated in this Agreement, and each party recognizes that the other
is relying on such other party's representations, warranties, covenants and
agreements.
SECTION 5. FURTHER ASSURANCES. Each party shall execute
and deliver all further documents or instruments, and take all such further
actions, reasonably requested by the other party in order to effectuate the
intent and purposes of, and carry out terms of, this Agreement and to obtain the
full benefit of this Agreement.
SECTION 6. GOVERNING LAW. This Agreement shall be
governed by and interpreted in accordance with the internal laws of the State of
Washington without reference to the conflicts of the law provisions thereof.
SECTION 7. ENTIRE AGREEMENT. This Agreement sets forth
the entire agreement and understanding of the parties hereto, and supersedes all
prior agreements and understandings between the parties hereto with respect to
the purchase and sale of the Shares contemplated hereby. Except as expressly
provided herein, there are no restrictions, promises, representations,
warranties, covenants or undertakings of either party hereto. This Agreement
shall be binding on, and inure to the benefit of, the parties hereto and their
successors and assigns.
SECTION 8. COUNTERPARTS. This Agreement may be executed
in counterparts each of which when so executed shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
Transmission by telecopier of an executed counterpart of this Agreement shall be
deemed to constitute due and sufficient delivery of such counterpart, PROVIDED
that any party that delivers a counterpart by telecopier shall, promptly after
such delivery, deliver the original of such counterpart of this Agreement to the
other party hereto.
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SECTION 9. CONFIDENTIALITY. Except to the extent
required by law, the parties acknowledge that the terms and conditions of this
Agreement are confidential and neither party shall (and each party shall cause
its employees, affiliates and representatives not to) disclose to any person or
entity the terms and conditions of this Agreement including without limitation,
the Purchase Price; PROVIDED, that nothing herein shall prevent the disclosure
of any such information (i) to the parties' respective employees, directors,
agents, attorneys, fund participants, accountants and other professional
advisors, (ii) upon the request or demand of any examiner or other Governmental
Body having jurisdiction over such party; or (iii) in connection with the
exercise of any remedy hereunder.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.
BUYER: INLAND HOLDINGS LLC, a California limited
liability company,
By: TRUST COMPANY OF THE WEST, a
California trust company, as Sub-Custodian
for Mellon Bank for the benefit of Account
No. CPFF 873-3032, Member
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Managing Director
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Managing Director
By: TCW PORTFOLIO NO. 1555 DR V SUB-CUSTODY
PARTNERSHIP, L.P., a California limited
partnership, Member
By: TCW ROYALTY COMPANY, a California
corporation, Managing General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President
Address for Notices:
Trust Company of the West
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a Copy To:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SELLER: HAMPTON INVESTMENTS LLC,
a Delaware limited liability company
By: JWA INVESTMENTS IV LLC,
a Delaware limited liability company,
its managing member
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address for Notices:
Hampton Investments LLC
c/o Smith Management LLC
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
