EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made
and entered into as of the 6th day of November, 1995 by and between
INLAND RESOURCES INC., a Washington corporation (the "Issuer"), and
PENGO SECURITIES CORP., a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Issuer and Purchaser are parties to a
Subscription Agreement dated as of October 23, 1995 (the
"Subscription Agreement") pursuant to which the Issuer has agreed
to sell to the Purchaser 12,000,000 shares of common stock, par
value $.001 per share ("Common Stock"), of the Issuer (the
"Shares"); and
WHEREAS, it is a condition precedent to the Purchaser's
obligation to purchase the Shares that the Issuer and the Purchaser
shall have entered into this Registration Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter set forth, the Issuer and the Purchaser
agree as follows:
1. Shelf Registration Rights.
The Issuer will, as soon as possible following a written
request by Purchaser, file a shelf registration statement (the
"Shelf Registration Statement") on Form S-3 covering the Shares 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 Issuer's control (provided that such
Registration Statement may be unusable during periods (which shall
not exceed one hundred twenty (120) consecutive days or an
aggregate of one hundred eighty days within any three hundred sixty
five day period) of pending acquisitions or other material events
which would require a post-effective amendment or supplement to the
Shelf Registration Statement, it being agreed that the Issuer shall
use its best efforts to file a post-effective amendment at the
earliest practicable date so that the Shelf Registration Statement
will be useable), as may be necessary or appropriate to maintain
such effectiveness until such time as neither the Purchaser nor any
of its assignees own any Registerable Securities (as defined in
Section 4) . Purchaser will cooperate fully with Issuer by filing
comments or other documents with the SEC which may be required by
the SEC, or by providing such documents as may be reasonably
required by the Issuer. If the Purchaser proposes to dispose of
any of the Registerable Securities pursuant to an underwritten
offering the Purchaser shall have the right to select the
underwriter.
2. Indemnification. In connection with the registration of
any of the Registerable Securities under the Securities Act of
1933, as amended (the "Act"):
(a) Issuer's Indemnification. The Issuer will
indemnify and hold harmless the Purchaser, each person
who controls the Purchaser within the meaning of the Act
and the Securities Exchange Act cf 1934, as amended (the
"Exchange Act") , and the Purchaser' s officers and
directors, as amended against any losses, claims,
expenses, damages or liabilities (including reasonable
attorney's fees) , joint or several, to which the
Purchaser, its controlling persons or such officers and
directors become subject under the Act, insofar as such
losses, claims, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of
any material fact contained in the Shelf Registration
Statement, in any prospectus forming a part of the Shelf
Registration Statement (the "Prospectus") or any
amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
and will reimburse the Purchaser, each such controlling
person or such officers and directors for any legal or
other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim,
expense, damage, liability or action; provided, however,
that the Issuer will not be liable in any such case if
but only to the extent that any such loss, claim,
expense, damage or liability arises out of our is based
upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with
information furnished in writing to the Issuer by the
Purchaser or Purchaser's underwriter expressly for
inclusion in the Registration Statement.
(b) Purchaser's Indemnification. The Purchaser
will indemnify and hold harmless the Issuer and each
underwriter of the Registerable Securities and each
person who controls the Issuer or any such underwriter
within the meaning of the Act and the Exchange Act, each
officer of the Issuer who signs the Shelf Registration
Statement and each director of the Issuer, against all
losses, claims, expenses, damages or liabilities
(including reasonable attorneys, fees), joint or several,
to which the Issuer, any such underwriter or such officer
or director or controlling person become subject under
the Act, but only insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material
fact made in reliance on and in conformity with
information relating to the Purchaser furnished in
writing to the Issuer expressly for inclusion in the
Shelf Registration Statement.
(c) Notification. Promptly after receipt by an
indemnified party hereunder of notice of the commencement
of any action, such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party in writing
thereof; provided, however, that any failure to give such
notice will not waive any rights of the indemnified party
except to the extent the rights of the indemnifying party
are materially prejudiced. In case any such action shall
be brought against any indemnified party and it shall
notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to
participate in the defense thereof.
(d) If the indemnification provided for in this
Section 2 is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims,
expenses, damages or liabilities or actions in respect
thereof, then each indemnifying party shall in lieu of
indemnifying such indemnified party contribute to the
amount paid or payable by such indemnified party as a
result of such losses, claims, expenses, damages,
liabilities or actions in such proportion as is
appropriate to reflect the relative fault of the Issuer,
on the one hand, and the Purchaser, on the other, in
connection with the statements or omissions which
resulted in such losses, claims, expenses, damages,
liabilities or actions as well as any other relevant
equitable considerations, including the failure to give
any required notice. The relative fault shall be
determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material
fact relates to information supplied by the Issuer, on
the one hand, or the Purchaser, on the other, and the
parties, relative intent, knowledge, access to
information and opportunity to correct or present such
statement or omission. The Issuer and the Purchaser
agree that it would not be just and equitable if
contribution pursuant to this Section 2 (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 above in this
Section 2 (d) . The amount paid or payable to an
indemnified party as a result of the losses, claims,
expenses, damages, liabilities or actions in respect
thereof referred to above in this Section 2(d) shall be
deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
3. Expenses. In connection with the Shelf Registration
Statement, Issuer shall pay all expenses incident to the Issuer'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
Issuer's counsel and of its independent public accountants.
Purchaser will be responsible for any expenses incurred by it,
including for its own counsel, accountants, underwriters and
representatives.
4. Registerable Securities. For purposes of this Agreement,
the term "Registerable Securities" shall mean (i) the Shares and
any Shares sold by Purchaser to a permitted assignee pursuant to
Section 8 and (ii) any shares of Common Stock issued or issuable
with respect to the shares of Common Stock described in (i) above,
by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or
other reorganizations. Registerable Securities shall cease to be
Registerable Securities when they have been disposed of pursuant to
the Shelf Registration Statement or pursuant to Rule 144 under the
Act.
5. Rule 144 Covenants. The Company agrees that for so long
as the Purchaser owns any Registerable Securities to (i) file with
the SEC, in a timely manner, all reports required to be filed by
the Company under the Exchange Act and (ii) to provide the
Purchaser, upon request, information regarding the number of shares
of Common Stock outstanding as shown by the most recent report or
statement published by the Company.
6. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the
State of New York, without regard to the conflict of law principles
thereof.
7. Binding Effect. The obligations of this Agreement shall
be binding upon the parties, their heirs, successors and legal
representatives.
8. Assignment. This Agreement may not be assigned by any
party without the prior written consent of the other party hereto,
except that the Purchaser may assign all or any portion of its
rights under this Agreement to a party to which it sells or
transfers Registerable Securities in a private transaction exempt
from the registration and prospectus delivery requirements of the
Act, provided, at such time, Purchaser furnishes an opinion of
counsel to such effect reasonably acceptable to the Issuer.
9. Amendment. Amendments to this Agreement may only be made
in writing signed by each of the parties.
10. Entire Agreement. This Agreement contains the entire
understanding of the parties and there are no other agreements,
written or oral, regarding the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
INLAND RESOURCES INC.
By: /s/ Xxxx X. Xxxxxx
Vice President
PENGO SECURITIES
CORP.
By: /s/ Xxxxx X. Xxxxxxx
Senior Vice President
