EXHIBIT 10.2
This CONTRIBUTION AGREEMENT (this "AGREEMENT"), is entered
into as of August 2, 2001, by and among Park Hampton Holdings LLC, a Delaware
limited liability company ("HOLDINGS"), Pengo Securities Corp., a Delaware
corporation ("PENGO"), Xxxxx Energy Partnership, a New York general partnership
("SEP"), Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, JWA Investments IV LLC, Xxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxxxxxx (collectively, the "XXXXX INDIVIDUALS") and Hampton
Investments LLC, a Delaware limited liability company (the "COMPANY").
WHEREAS, Holdings wishes to contribute $1,000 in cash to the
Company, and the Company wishes to accept such sum, in exchange for certain
membership interests in the Company;
WHEREAS, each of Pengo, SEP and the Xxxxx Individuals
(collectively, the "Stockholders") owns shares of common stock, par value $0.01
per share, of Inland Resources Inc. (the "INLAND SHARES"), including the Inland
Shares set forth on Schedule A; and
WHEREAS, the Stockholders wish to contribute to the Company,
and the Company wishes to accept, all of the Stockholders' respective Inland
Shares in exchange for certain membership interests in the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficient of which are hereby acknowledged, the
parties hereto agree as follows:
1. CONTRIBUTION. Upon the terms and subject to the
conditions set forth in this Agreement, effective as of the date hereof:
(a) Holdings hereby contributes and pays to the Company,
as a capital contribution to the Company, cash in the amount of One Thousand
Dollars ($1,000) in exchange for the membership interest in the Company set
forth opposite the name of Holdings on Schedule B; and
(b) each of the Stockholders hereby assigns, conveys,
transfers and delivers, as a capital contribution to the Company, all of its
right, title and interest in and to the Inland Shares owned by such Stockholder
(as set out in Schedule A and any other Inland Shares that may be owned by such
Stockholder) in exchange for the membership interest in the Company set forth
against such Stockholder's name in Schedule B.
2. DELIVERY OF SHARE CERTIFICATES. Each of the
Stockholders hereby agrees to promptly deliver to the Company, or its designee,
certificates representing such Stockholder's Inland Shares, duly endorsed in
blank or accompanied by appropriate instruments of transfer duly endorsed in
blank, together with any other documents that are necessary for the Company, or
its designee, to acquire record ownership of such Inland Shares.
3. FURTHER ASSURANCES. Each party hereto shall execute,
deliver, file and record, or cause to be executed, delivered, filed and
recorded, such further agreements, instruments and other documents, and take, or
cause to be taken, such further actions, as any other party hereto may
reasonably request as being necessary or advisable to effect or evidence the
transactions contemplated by this Agreement.
4. MISCELLANEOUS.
(a) The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
(b) This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provisions or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any other jurisdiction other than the State of
Delaware.
(c) This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each party hereto as of the date first above written.
PARK HAMPTON HOLDINGS LLC
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
c/o Smith Management Company, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
PENGO SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
c/o Smith Management Company, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
XXXXX ENERGY PARTNERSHIP
By: Xxxxx Management LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
XXXXXXX X. XXXXX
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
XXXXXXX X. XXXXX
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 10022
JWA INVESTMENTS IV LLC
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
XXXXXX X. XXXXXX
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
XXXXXX X. XXXXXXXXXX
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
HAMPTON INVESTMENTS LLC
By: JWA Investments IV, LLC,
its managing member
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
c/o Smith Management LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE A
----------
STOCKHOLDER NUMBER OF INLAND SHARES
----------- -----------------------
Pengo Securities Corp. 402,927
Xxxxxxx X. Xxxxx 87,441
Xxxxxxx X. Xxxxx 16,374
JWA Investments IV LLC 16,374
Xxxxxx X. Xxxxxx 21,560
Xxxxxx X. Xxxxxxxxxx 10,800
Xxxxx Energy Partnership 15,222
SCHEDULE B
----------
MEMBER MEMBERSHIP INTERESTS TO BE ISSUED
------ ---------------------------------
Park Hampton Holdings LLC 1,779,725 Class A interests
Pengo Securities Corp. 402,927 Class B interests
Xxxxxxx X. Xxxxx 87,441 Class B interests
Xxxxxxx X. Xxxxx 16,374 Class B interests
JWA Investments IV LLC 16,374 Class B interests
Xxxxxx X. Xxxxxx 21,560 Class B interests
Xxxxxx X. Xxxxxxxxxx 10,800 Class B interests
Xxxxx Energy Partnership 15,222 Class B interests
