Contribution Agreement among Park Hampton Holdings LLC, Pengo Securities Corp., Smith Energy Partnership, Smith Individuals, and Hampton Investments LLC

Summary

This agreement, dated August 2, 2001, is between Park Hampton Holdings LLC, Pengo Securities Corp., Smith Energy Partnership, several individual investors, and Hampton Investments LLC. Under the agreement, Park Hampton Holdings contributes $1,000 in cash, and the other parties contribute shares of Inland Resources Inc. to Hampton Investments LLC. In return, each contributor receives membership interests in Hampton Investments LLC, as specified in the agreement. The parties agree to deliver necessary documents to complete the transfer and to cooperate further as needed. The agreement is governed by Delaware law.

EX-10.2 6 dex102.txt CONTRIBUTION AGREEMENT 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"), Smith Energy Partnership, a New York general partnership ("SEP"), Randall D. Smith, Jeffrey A. Smith, JWA Investments IV LLC, Arthur J. Pasmas, Thomas J. Trzanowski (collectively, the "SMITH 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 Smith 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/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President c/o Smith Management Company, Inc. 885 Third Avenue, 34th Floor, New York, New York 10022 PENGO SECURITIES CORP. By: /s/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President c/o Smith Management Company, Inc. 885 Third Avenue, 34th Floor, New York, New York 10022 SMITH ENERGY PARTNERSHIP By: Smith Management LLC, its General Partner By: /s/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President 885 Third Avenue, 34th Floor, New York, New York 10022 /s/ Randall D. Smith -------------------------------------------- RANDALL D. SMITH 885 Third Avenue, 34th Floor, New York, New York 10022 /s/ Jeffrey A. Smith -------------------------------------------- JEFFREY A. SMITH 885 Third Avenue, 34th Floor, New York, New York 10022 JWA INVESTMENTS IV LLC By: /s/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President 885 Third Avenue, 34th Floor, New York, New York 10022 /s/ Arthur J. Pasmas -------------------------------------------- ARTHUR J. PASMAS 885 Third Avenue, 34th Floor, New York, New York 10022 /s/ Thomas J. Trzanowski -------------------------------------------- THOMAS J. TRZANOWSKI 885 Third Avenue, 34th Floor, New York, New York 10022 HAMPTON INVESTMENTS LLC By: JWA Investments IV, LLC, its managing member By: /s/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President c/o Smith Management LLC 885 Third Avenue, 34th Floor, New York, New York 10022 SCHEDULE A ---------- STOCKHOLDER NUMBER OF INLAND SHARES - ----------- ----------------------- Pengo Securities Corp. 402,927 Randall D. Smith 87,441 Jeffrey A. Smith 16,374 JWA Investments IV LLC 16,374 Arthur J. Pasmas 21,560 Thomas J. Trzanowski 10,800 Smith 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 Randall D. Smith 87,441 Class B interests Jeffrey A. Smith 16,374 Class B interests JWA Investments IV LLC 16,374 Class B interests Arthur J. Pasmas 21,560 Class B interests Thomas J. Trzanowski 10,800 Class B interests Smith Energy Partnership 15,222 Class B interests