EXHIBIT 10.15
SUBSCRIPTION
AGREEMENT
PRB Gas Transportation, Inc.
1875 Lawrence Street, Suite 450
Denver, Colorado 80202
Attn: Robert W. Wright, Chief
Executive Officer
Dear Mr. Wright:
The undersigned (“Investor or
Subscriber”) has been provided certain information concerning
PRB Gas Transportation, Inc. (the “Company”) and its
offering of up to $15,000,000 of its senior subordinated
convertible notes (“Notes”). The information
includes drafts of the Note Document (as hereinafter defined), the
Registration Rights Agreement, the Company’s responses to
questions Investor has asked and the provision of any other
documents the Investor has requested. The Investor has also
reviewed all of the Company’s filings made with the
Securities and Exchange Commission over the last 24 months
(“SEC Filings”).
A.
Verification of Status as “Accredited Investor” under
Regulation D.
The Investor represents and warrants
to the Company that he or she is an “accredited
investor” within the meaning of Regulation D under the
Securities Act and has initialed the statements below which apply
to the Investor.
Please Initial Applicable Statements
Below
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1.
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The Investor is a natural person
(individual) whose own net worth, taken together with the net worth
of the Investor’s spouse, exceeds $1,000,000. Net worth for
this purpose means total assets (including residence, personal
property and other assets) in excess of total
liabilities.
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2.
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The Investor is a natural person
(individual) who had an individual income in excess of $200,000 (or
joint income with the Investor’s spouse in excess of
$300,000) in each of the two previous years and who reasonably
expects a gross income in excess of $200,000 (or joint income with
the Investor’s spouse in excess of $300,000) this
year.
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3.
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The investor is an entity with
sufficient assets as set forth in Rule 501 of Regulation D to
qualify as an “accredited investor.”
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B.
Agreement. The
Investor agrees as follows:
1.
Subscription for the Notes .
The Investor subscribes for and
agrees to purchase Notes in the face amount set forth below, on the
terms and conditions described herein and in the Senior
Subordinated Convertible Note (“Note Document”)
attached hereto.
2.
Certain Acknowledgments and Agreements of the Investor
.
The Investor understands,
acknowledges and agrees that:
(a)
The subscription for the Notes contained herein may be accepted or
rejected, in whole or in part, by the Company in its sole and
absolute discretion. No subscription shall be deemed accepted until
the Investor has received an executed copy of this Subscription
Agreement.
(b)
Except as provided under applicable state securities laws, this
subscription is and shall be irrevocable, except that the Investor
shall have no obligations hereunder if this subscription is for any
reason rejected or this offering is for any reason
cancelled.
(c)
All documents pertaining to this investment have been made
available for inspection by the Investor, and the books and records
of the Company have been available for inspection by the
Investor.
(d)
No foreign, federal or state authority has made any finding or
determination as to the fairness for investment of the Notes and no
foreign, federal or state authority has recommended or endorsed or
shall recommend or endorse this offering.
3.
Representations and Warranties of the Investor .
The Investor understands that the
Notes are being issued in reliance upon the exemptions provided in
the Securities Act of 1933 (the “Securities Act”)
and/or Regulation D thereunder for transactions involving limited
offers and sales, and the Investor, for himself and for his heirs,
personal representatives, successors and assigns, makes the
following representations, declarations and warranties to the
Company with the intent that the same may be relied upon in
determining the suitability of the undersigned as an investor in
the Notes:
(a)
The Investor has received, read carefully and understands the Note
Document, all exhibits thereto and the SEC Filings and has
consulted his own attorney, accountant or investment advisor with
respect to the investment contemplated hereby and its suitability
for the Investor.
(b)
The Company has made available to the Investor, during the course
of this transaction and prior to the purchase of the Notes, the
opportunity to ask questions of and receive answers from the
Company concerning the terms and conditions of the offering and the
business of the Company, and to obtain any additional information
necessary to verify the information contained in the Note Document,
all exhibits thereto and the SEC Filings or otherwise relative to
the financial data and business of the Company, to the extent that
the Company possesses such information or can acquire it without
unreasonable effort or expense, and all such questions, if asked,
have been answered satisfactorily and all such documents, if
examined, have been found to be fully satisfactory.
(c)
The Investor understands and acknowledges that (i) the Investor
must bear the economic risk of his investment in the Notes for an
extended period of time, (ii) the Notes have not been registered
under the Securities Act or any state securities laws and are being
offered and sold in reliance upon exemptions provided in the
Securities Act and state securities laws for transactions not
involving any public offering and, therefore, cannot be resold or
transferred unless they are subsequently registered under the
Securities Act and applicable state laws or unless an exemption
from such registration is available, (iii) the Investor is
purchasi
