**EXHIBIT 10.15**

 

**SUBSCRIPTION AGREEMENT**

 

PRB Gas Transportation, Inc.

1875 Lawrence Street, Suite 450

Denver, Colorado  80202

Attn:   Robert W. Wright, ChiefExecutive Officer

 

Dear Mr. Wright:

 

The undersigned (“Investor or Subscriber”) has been provided certaininformation concerning PRB Gas Transportation, Inc. (the “Company”) and itsoffering of up to $15,000,000 of its senior subordinated convertible notes (“Notes”).  The information includes drafts of the NoteDocument (as hereinafter defined), the Registration Rights Agreement, theCompany’s responses to questions Investor has asked and the provision of anyother documents the Investor has requested. The Investor has also reviewed all of the Company’s filings made withthe Securities and Exchange Commission over the last 24 months (“SEC Filings”).

 

**A.            Verificationof Status as “Accredited Investor” under Regulation D.**

 

The Investor represents and warrants to the Company that he or she isan “accredited investor” within the meaning of Regulation D under theSecurities Act and has initialed the statements below which apply to theInvestor.

 

Please Initial Applicable Statements Below

 
| 1.     |   |   |   | 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.     |   |   |   | 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. |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                              |
| 3.     |   |   |   | The investor is an entity with sufficient  assets as set forth in Rule 501 of Regulation D to qualify as an “accredited  investor.”                                                                                                                                                                                                                     |

 

**B.            Agreement.**  TheInvestor agrees as follows:

 

1.             Subscription forthe Notes.

 

The Investor subscribes for and agrees to purchase Notes in the faceamount set forth below, on the terms and conditions described herein and in theSenior Subordinated Convertible Note (“Note Document”) attached hereto.

 

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2.             CertainAcknowledgments and Agreements of the Investor.

 

The Investor understands, acknowledges and agrees that:

 

(a)           The subscription forthe Notes contained herein may be accepted or rejected, in whole or in part, bythe Company in its sole and absolute discretion. No subscription shall bedeemed accepted until the Investor has received an executed copy of thisSubscription Agreement.

 

(b)           Except as providedunder applicable state securities laws, this subscription is and shall beirrevocable, except that the Investor shall have no obligations hereunder if thissubscription is for any reason rejected or this offering is for any reasoncancelled.

 

(c)           All documentspertaining to this investment have been made available for inspection by theInvestor, and the books and records of the Company have been available forinspection by the Investor.

 

(d)           No foreign, federalor state authority has made any finding or determination as to the fairness forinvestment of the Notes and no foreign, federal or state authority hasrecommended or endorsed or shall recommend or endorse this offering.

 

3.             Representationsand Warranties of the Investor.

 

The Investor understands that the Notes are being issued in relianceupon the exemptions provided in the Securities Act of 1933 (the “Securities Act”)and/or Regulation D thereunder for transactions involving limited offers andsales, and the Investor, for himself and for his heirs, personalrepresentatives, successors and assigns, makes the following representations,declarations and warranties to the Company with the intent that the same may berelied upon in determining the suitability of the undersigned as an investor inthe Notes:

 

(a)           The Investor hasreceived, read carefully and understands the Note Document, all exhibitsthereto and the SEC Filings and has consulted his own attorney, accountant orinvestment advisor with respect to the investment contemplated hereby and itssuitability for the Investor.

 

(b)           The Company has madeavailable to the Investor, during the course of this transaction and prior tothe purchase of the Notes, the opportunity to ask questions of and receiveanswers from the Company concerning the terms and conditions of the offeringand the business of the Company, and to obtain any additional informationnecessary to verify the information contained in the Note Document, allexhibits thereto and the SEC Filings or otherwise relative to the financialdata and business of the Company, to the extent that the Company possesses suchinformation or can acquire it without unreasonable effort or expense, and all suchquestions, if asked, have been answered satisfactorily and all such documents,if examined, have been found to be fully satisfactory.

 

(c)           The Investorunderstands and acknowledges that (i) the Investor must bear the economic riskof his investment in the Notes for an extended period of time, (ii) the Noteshave not been registered under the Securities Act or any state securities lawsand are being offered and sold in reliance upon exemptions provided in theSecurities Act and state securities laws for transactions not involving anypublic offering and, therefore, cannot be resold or transferred unless they aresubsequently registered under the Securities Act and applicable state laws orunless an exemption from such registration is available, (iii) the Investor ispurchasing the Notes for investment purposes only for the account of theInvestor and not with any view toward a distribution thereof, (iv) the Investorhas no contract, undertaking, agreement or arrangement with any person to sell,transfer or pledge to such person or

 

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anyone else any of the Notes that the Investor hereby subscribes topurchase or any part thereof, and the Investor has no present plans to enterinto any such contract, undertaking, agreement or arrangement, (v) the Investorunderstands that the Notes cannot be sold or transferred without the priorwritten consent of the Company, (vi) there will be no public market for theNotes, (vii) any disposition of the Notes may result in unfavorable taxconsequences to the Investor, (viii) the Company does not have any obligationor intention to register the Notes for sale under the Securities Act, any statesecurities laws or of supplying the information that may be necessary to enablethe Investor to sell Notes and (ix) Investors have no right to require theregistration of the Notes under the Securities Act or state securities laws orother applicable securities regulations.

 

(d)           The Investor isaware and acknowledges that (i) the Notes involve a substantial degree of riskof loss of the Investor’s entire investment and there is no assurance of anyincome from such investment, (ii) the Investor, in making his investment, isrelying, if at all, solely upon the advice of his personal advisors withrespect to an investment in the Notes and (iii) because there are substantialrestrictions on the transferability of the Notes, it may not be possible forthe undersigned to liquidate his investment readily in case of an emergency.

 

(e)           All informationprovided to the Company as to net worth and annual income or assets of theInvestor and the other information about the Investor are true, correct andcomplete in all material respects.

 

(f)            The Investor is atleast 21 years of age and the Investor has adequate means of providing for allhis current and foreseeable needs and personal contingencies and has no needfor liquidity in this investment.

 

(g)           The Investor hasevaluated the risks of investing in the Notes and has determined that the Notesare a suitable investment for the Investor. The Investor can bear the economic risk of this investment and canafford a complete loss of his investment. In evaluating the suitability of an investment in the Notes, theInvestor has not relied upon any representations or other information (whetheroral or written) other than as set forth in the Note Document and the SECFilings and independent investigations made by the Investor orrepresentative(s) of the Investor.

 

(h)           The Investor isknowledgeable and experienced in evaluating investments and experienced infinancial and business matters and is capable of evaluating the merits andrisks of investing in the Notes. The aggregate amount of the investments of theInvestor in, and his commitments to, all similar investments that are illiquidis reasonable in relation to his net worth.

 

(i)            The Investormaintains his domicile, and is not merely a transient or temporary resident, atthe residence address shown on the signature page of this SubscriptionAgreement.

 

(j)            Any informationthat the Investor has heretofore furnished to the Company with respect to theInvestor is correct and complete as of the date of this Agreement and if thereshould be any material change in such information prior to its purchase of theNotes, the Investor shall immediately furnish such revised or correctedinformation to the Company.

 

(k)           The representations,warranties, agreements, undertakings and acknowledgments made by the Investorin this Agreement are made with the intent that they be relied upon by theCompany in determining his suitability as a purchaser of the Notes and shallsurvive its purchase. In addition, the Investor undertakes to notify theCompany immediately of any change in any representation, warranty or otherinformation relating to the Investor set forth herein.

 

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(l)            The investor is aUnited States citizen if an individual, and if an entity is organized under thelaws of the United States or a state thereof.

 

4.             Indemnification.The Investor recognizes that the offer of the Notes to him was made in relianceupon his representations and warranties set forth in Paragraph 3 and theacknowledgments and agreements set forth in Paragraph 2 above. The Investoragrees to provide, if requested, any additional information that may reasonablybe required to determine the eligibility of the Investor to purchase the Notes.The investor hereby agrees to indemnify the Company and any affiliates and tohold each of them harmless from and against any loss, damage or liability dueto or arising out of a breach of any representation, warranty or agreement ofthe Investor contained in this Subscription Agreement or in any other documentprovided by the Investor to the Company in connection with the Investor’sinvestment in the Notes. The Investor hereby agrees to indemnify the Companyand any affiliates, and to hold them harmless against all liabilities, costs orexpenses (including reasonable attorneys’ fees) arising as a result of the saleor distribution of the Notes by the Investor in violation of the Securities Actor other applicable law or any misrepresentation or breach by the Investor withrespect to the matters set forth herein. In addition, the Investor agrees toindemnify the Company and any affiliates and to hold such persons and firmsharmless from and against, any and all loss, damage, liability or expense,including costs and reasonable attorneys’ fees, to which they may be put orthat they may incur or sustain by reason of or in connection with anymisrepresentation made by the Investor with respect to the matters about whichrepresentations and warranties are required by the terms of this SubscriptionAgreement, or any breach of any such warranties or any failure to fulfill any covenantsor agreements set forth herein.

 

5.             Arbitration.Any claim, controversy, dispute or deadlock arising under this agreement(collectively, a “Dispute”) shall be settled by arbitration administered underthe rules of the American Arbitration Association (“AAA”) in Denver, Colorado.Any arbitration and award of the arbitrators, or a majority of them, shall befinal and the judgment upon the award rendered may be entered in any state orfederal court having jurisdiction. No punitive damages are to be awarded.

 

Any Dispute shall be heard by three arbitrators of which each partyshall select one within 10 days of the demand for arbitration. The twoparty-appointed arbitrators shall select a third arbitrator to serve as chairof the tribunal within 10 days of the selection of the second arbitrator. Ifany arbitrator has not been appointed within the time limits specified herein,such appointment shall be made by the AAA upon the written request of eitherparty within 10 days of the request.

 

6.             General. ThisAgreement (i) shall be binding upon the Investor and the heirs, personalrepresentatives, successors and assigns of the Investor, (ii) shall begoverned, construed and enforced in accordance with the laws of the State ofColorado, without reference to any principles of conflicts of law (exceptinsofar as affected by the state securities or “blue sky” laws of thejurisdiction in which the offering described herein has been made to theInvestor), (iii) shall survive the purchase of the Notes by the Investor and(iv) shall, if the Investor consists of more than one person, be the joint andseveral obligation of all such persons.

 

7.             Assignment.The Investor agrees that neither this Subscription Agreement nor any rightsthat may accrue to him hereunder may be transferred or assigned.

 

The undersigned Investor has executed this Subscription Agreement.

 
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| Subscriber Name (Please  print) |   |

 

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| Residence or Office  Address |   |
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| City, State, Zip Code        |   |

 

(Fill in Mailing Addressonly if different from Residence or Office Address):

 
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| Mailing Address            |                    |
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| City, State, Zip Code      |                    |
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| Business Telephone:        |                    |   |
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| Facsimile (Home/Business): |                    |   |
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| Internet Address:          |                    |   |
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|                       | Signature of Subscriber |   |
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|                       | By:                     |   |   |
|                       |                    |  Capacity (Title) of Subscriber, if  applicable |   |
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| Total Note purchase:  $              |   |
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| Paid by check or wire (circle one)                                                                         |   |
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| Date of execution by  Subscriber:                                                                          |   |   |
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| Social Security or  Taxpayer I.D. No. of Subscriber [Must be completed]:                                   |   |   |
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| The above and foregoing  subscription is accepted this            day of            ,  2006. |                                      |
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| PRB GAS TRANSPORTATION,  INC.                                                                                                                                                                    |                                      |
|                                                                                                                                                                                             |                                      |
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| By:                                                                                                                                                                                              |                                      |   |   |
|                                                                                                                                                                                             | Robert W. Wright, Chief Executive Officer |   |   |

 

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