REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2006 • PRB Gas Transportation, Inc. • Natural gas transmission • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this day of January, 2006 by and among PRB Gas Transportation, Inc., a Nevada corporation (the “Company”), and the undersigned holders of the Company’s Senior Subordinated Convertible Notes in an aggregate amount not to exceed $15,000,000 (collectively, the “Investor”).
PRB Gas Transportation, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2005 • PRB Gas Transportation, Inc. • Natural gas transmission • New York
In connection with an initial public offering (the “Offering”) of common stock, $0.001 par value (the “Common Stock”), PRB Gas Transportation, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Gilford Securities Incorporated (the “Underwriter” or “you”) pursuant to this Underwriting Agreement (the “Agreement”) 2,000,000 shares of Common Stock (the “Primary Offering Shares”). The date on which the Securities and Exchange Commission (the “Commission”) shall declare the registration of the Company effective under the Securities Act of 1933, as amended (the “Act”), shall be the “Effective Date.” In addition, the Company proposes to grant to the Underwriter the option referred to in Section 2(b) to purchase all or any part of an aggregate 300,000 shares of Common Stock (the “Over-Allotment Shares” and, together with the Primary Offering Shares, the “Shares”).
LOCK-UP AGREEMENTLock-Up Agreement • January 28th, 2005 • PRB GasTransportation, Inc. • Natural gas transmission • New York
The undersigned (the "Securityholder") understands that Gilford Securities Incorporated (the "Underwriter") has entered into a letter of intent (the "Letter of Intent") with PRB Gas Transportation, Inc. (the "Company"), pursuant to which the Underwriter confirmed its intent to act as the managing underwriter in connection with a proposed public offering (the "Offering") of shares of common stock ("Common Stock") to be issued by the Company.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission
This PLEDGE AND SECURITY AGREEMENT, dated as of December 28, 2006 (this “Agreement”), is entered into by and among PRB Oil & Gas, Inc., a Colorado corporation as issuer (the “Company”), and PRB Energy, Inc., a Nevada corporation (“PRB Energy”), and PRB Gathering, Inc., a Colorado corporation (“PRB Gathering” and together with PRB Energy, the “Guarantors” and each a “Guarantor” and the Guarantors together with the Company, the “Debtors” and each a “Debtor”) and such Holders of those certain Senior Secured Debentures due August 31, 2008 (or other date as set forth therein) (each a “Secured Party” and together, the “Secured Parties”) in the original aggregate principal amount of $15,000,000, as the same may be amended from time to time, (the “Debentures”), issued by the Company to the Secured Parties in connection with that certain Securities Purchase Agreement entered into by and among the Company and the Secured Parties, and guaranteed by the Guarantors, on the date hereof (the “Securit
SECURITIES PURCHASE AGREEMENT by and between BLACK RAVEN ENERGY, INC., a Nevada corporation and WEST COAST OPPORTUNITY FUND, LLC a Delaware limited liability company SEPTEMBER 16, 2009Securities Purchase Agreement • January 20th, 2010 • Black Raven Energy, Inc. • Natural gas transmission • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into, dated for reference purposes as September 16, 2009, by and between BLACK RAVEN ENERGY, INC., a Nevada corporation (the “Company”), and WEST COAST OPPORTUNITY FUND, LLC, a Delaware limited liability company (“Purchaser”), with respect to the following facts:
UNDERWRITER’S WARRANT AGREEMENTUnderwriter’s Warrant Agreement • January 28th, 2005 • PRB GasTransportation, Inc. • Natural gas transmission • New York
Underwriter’s Warrant Agreement (the "Agreement"), dated as of ________, 2005, between PRB Gas Transportation, Inc. (the "Company") and Gilford Securities Incorporated (the " Underwriter").
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT, FINANCING STATEMENT AND FIXTURE FILING FROM PRB GAS TRANSPORTATION, INC. TO BANK OF OKLAHOMA, NATIONAL ASSOCIATIONMortgage, Security Agreement • March 1st, 2005 • PRB GasTransportation, Inc. • Natural gas transmission
THIS FINANCING STATEMENT Is TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS PURSUANT TO APPLICABLE LAW.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2006, by and between PRB Energy, Inc., a Nevada corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (“Parent”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
PURCHASE AND SALE AGREEMENT by and between PENNACO ENERGY, INC. (“Seller”) and PRB ENERGY, INC. (“Purchaser”) As of May 1, 2006Purchase and Sale Agreement • August 14th, 2006 • PRB Energy, Inc. • Natural gas transmission • Wyoming
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2006, by and between Pennaco Energy, Inc., a Delaware corporation (“Seller”), and PRB Energy, Inc., a Colorado corporation (“Purchaser” and, together with Seller, the “Parties”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 30th, 2007 • PRB Energy, Inc. • Natural gas transmission • Wyoming
This Purchase and Sale Agreement (the “Agreement”) entered into this th day of August, 2006, is the agreement between PRB Energy, Inc., 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (the “Seller”) and Arete Industries, Inc., 7260 Osceola Street, Westminster, Colorado 80030 (the “Buyer”) concerning the sale and purchase of certain coal bed methane gas gathering pipeline and compressor station-related assets described below. For purposes of this Agreement, the effective date of the purchase and sale shall be 12:01 a.m. Mountain Time on September 1, 2006 (the “Effective Date”). Seller and Buyer shall close the transaction contemplated by this Agreement on or before September 1, 2006, (the “Closing Date”.)
FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED DEBENTURESenior Secured Debenture • November 19th, 2010 • Black Raven Energy, Inc. • Natural gas transmission • Colorado
This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and entered into effective as of October 12, 2010 by and between Black Raven Energy, Inc. (formerly known as PRB Energy, Inc.), a Nevada corporation (“Parent”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (“WCOF”).
GATHERING SERVICES AGREEMENT BETWEEN BEAR PAW ENERGY, LLC (GATHERER) AND PENNACO ENERGY INC. (OWNER)Gathering Services Agreement • March 1st, 2005 • PRB GasTransportation, Inc. • Natural gas transmission • Colorado
This Gathering Services Agreement ("Agreement") is entered into and made this 27th day of April, 2004, by and between Pennaco Energy Inc, a Delaware corporation ("Owner"), and Bear Paw Energy, LLC, a Delaware limited liability company, ("Gatherer") (each a "Party" and collectively the "Parties").
SECURED GUARANTYSecured Guaranty • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
THIS SECURED GUARANTY (this “Guaranty”) is made as of December 28, 2006 by PRB ENERGY, INC. and PRB GATHERING, INC. (each a “Guarantor” and together the “Guarantors”).
GATHERING SERVICES AGREEMENT BETWEENGathering Services Agreement • May 15th, 2006 • PRB Gas Transportation, Inc. • Natural gas transmission • Wyoming
This Gathering Services Agreement (“Agreement”) is entered into and made this day of , 2006, by and between Storm Cat Energy (USA) Operating Corporation, a Colorado corporation (“Owner”), and PRB Gas Transportation, Inc., a Nevada corporation (“Gatherer”) (each a “Party” and collectively the “Parties”).
June 15, 2007 William F. Hayworth President PRB Energy, Inc.PRB Energy, Inc. • August 14th, 2007 • Natural gas transmission
May 16, 2007PRB Energy, Inc. • August 14th, 2007 • Natural gas transmission
In furtherance of the terms and conditions contained in the May 15, 2007 letter agreement between RMG and PRB settling and compromising all issues in dispute between the parties in the above-referenced arbitration (the “Letter Agreement”), the parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2006, by and among PRB Oil & Gas, Inc., a Colorado corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (the “Company”), PRB Energy Inc., a Nevada corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (“Parent”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED DEBENTURESenior Secured Debenture • November 19th, 2010 • Black Raven Energy, Inc. • Natural gas transmission • Colorado
This THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED DEBENTURE (this “Amendment”) is made and entered into effective as of July 23, 2010 by and between Black Raven Energy, Inc. (formerly known as PRB Energy, Inc.), a Nevada corporation (“Parent”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (“WCOF”).
SECOND AMENDMENT OF AMENDED AND RESTATED SENIOR SECURED DEBENTURESenior Secured Debenture • November 21st, 2011 • Black Raven Energy, Inc. • Oil & gas field exploration services • Colorado
This Second Amendment of Amended and Restated Senior Secured Debenture (this “Amendment”), is made and entered into, effective as of the 10th day of January, 2010, by and between Black Raven Energy, Inc., a Nevada corporation formerly known as “PRB Energy, Inc.” (“Parent”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (“WCOF”), with reference to the following facts:
BLACK RAVEN ENERGY, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2009 • Black Raven Energy, Inc. • Natural gas transmission • Nevada
This Securities Purchase Agreement (this “Agreement”), dated April 23, 2009, is made by and between Black Raven Energy, Inc., a Nevada Corporation (the “Company”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Purchaser”).
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PROCEEDS, AND FINANCING STATEMENT FROM PRB Transportation, Inc. TO BEAR PAW ENERGY, LLC DATED AS OF OctoberOctober 6, 2004Mortgage, Security Agreement • November 1st, 2004 • PRB Transportation, Inc. • Wyoming
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PROCEEDS, AND FINANCING STATEMENT ("Mortgage"), is made as of the 6th day of OctoberOctober, 2004 ("Effective Date"), between PRB Transportation, Inc. ("Mortgagor"), a Nevada corporation, whose address is 600 17th St., Suite 2800 South, Denver, CO 80202, and BEAR PAW ENERGY, LLC ("Mortgagee"), a Delaware limited liability company, whose address is 1400 16th Street, Suite 310, Denver, Colorado 80202.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2004 • PRB Transportation, Inc. • Colorado
This Asset Purchase Agreement (this "Agreement") is made effective and entered into this 1st day of January 2004 (the "Effective Date"), by and between TOP Gathering LLC, a Colorado limited liability company (the "Seller") and Knorstar Energy LLC, a Colorado limited liability company, Fossil Fuels, LLC, a Wyoming limited liability company, Data Management Consultants, Inc., a Colorado corporation, and Crescent Holdings, LLC, a Colorado limited liability company, the members of the Seller (the "Members") (Seller and the Members are sometimes hereinafter referred to as the "Sellers") and PRB Transportation, Inc., a Nevada corporation (the "Buyer").
AGREEMENT REGARDING NEW EQUITY RAISE UNDER THE MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATIONAgreement Regarding • May 1st, 2009 • Black Raven Energy, Inc. • Natural gas transmission
THIS AGREEMENT REGARDING NEW EQUITY RAISE UNDER THE MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATION (the “Agreement”) is made and entered into, effective as of April 13, 2009 (the “Effective Date”), by and among BLACK RAVEN ENERGY, INC., a Nevada corporation (the “Company”); WEST COAST OPPORTUNITY FUND, LLC, a Delaware limited liability company (“WCOF”); and the OFFICIAL COMMITTEE OF UNSECURED CREDITORS APPOINTED BY THE BANKRUPTCY COURT IN THE COMPANY’S BANKRUPTCY CASE (the “Committee”), with reference to the following facts:
PURCHASE AND SALE AGREEMENT BY AND BETWEEN LANCE OIL & GAS COMPANY, INC. AND WESTERN GAS RESOURCES, INC. “SELLERS” AND PRB OIL & GAS, INC. “BUYER”Purchase and Sale Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated December 7, 2006, by and between LANCE OIL & GAS COMPANY, INC. (“Lance”), a Delaware corporation and WESTERN GAS RESOURCES, INC. (“WGR”), a Delaware corporation (Lance and WGR, together “Sellers”), and PRB Oil & Gas, Inc, a Colorado corporation (“Buyer”).
Exhibit D SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENTSubscription Agreement • March 1st, 2005 • PRB GasTransportation, Inc. • Natural gas transmission
The undersigned (the “Subscriber”) hereby subscribes to purchase upon the terms and conditions set forth below, _________________ 5% Cumulative Convertible Preferred Series B Shares, (the Series B Preferred Stock) of PRB Transportation, Inc., (the “Company”), for U.S. $3.00 per share. The total subscription of U.S. $ __________ is payable as follows [check the appropriate space below]:
LIMITED WAIVER, CONSENT, AND MODIFICATION AGREEMENTConsent, and Modification Agreement • February 6th, 2009 • Black Raven Energy, Inc. • Natural gas transmission • New York
THIS LIMITED WAIVER, CONSENT, AND MODIFICATION AGREEMENT, dated as of February 2, 2009 (this “Agreement”), is entered into by and among PRB OIL & GAS, INC., a Colorado corporation (the “Company”), BLACK RAVEN ENERGY, INC., a Nevada corporation (formerly known as PRB Energy, Inc.) (“Parent”), and WEST COAST OPPORTUNITY FUND, LLC (“Lender”).
FARMOUT AND DEVELOPMENT AGREEMENTFarmout and Development Agreement • September 9th, 2005 • PRB Gas Transportation, Inc. • Natural gas transmission
WHEREAS RMG and Operator have entered into a Letter of Intent dated July 7, 2005 to facilitate the development of coal bed methane properties in the States of Montana and Wyoming.
FARMOUT AGREEMENTFarmout Agreement • November 19th, 2010 • Black Raven Energy, Inc. • Natural gas transmission • New York
THIS AGREEMENT (this “Agreement”) is made, entered into and effective this 23th day of July 2010 by and between, BLACK RAVEN ENERGY, INC., a Nevada corporation (“FARMOR”), and ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (“FARMEE”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 9th, 2005 • PRB Gas Transportation, Inc. • Natural gas transmission • Wyoming
This Management Services Agreement, dated as of August 1, 2005, is between ROCKY MOUNTAIN GAS, INC., a Wyoming corporation, and ENTERRA ENERGY TRUST, an open-ended unincorporated trust governed by the laws of the Province of Alberta (the two entities being referred to as “RMG” herein), on the one hand, and PRB ENERGY, INC., a Colorado corporation ("PRB"), on the other.
GAS TRANSPORTATION AGREEMENT BY AND BETWEEN TOP GATHERING LLC A COLORADO LIMITED LIABILITY COMPANY (“TRANSPORTER”) AND NATURAL GAS FUEL COMPANY, INC. A COLORADO CORPORATION (“SHIPPER”) DATED AND EFFECTIVE OCTOBER 15, 2001 Gas Transportation AgreementGas Transportation Agreement • March 1st, 2005 • PRB GasTransportation, Inc. • Natural gas transmission • Wyoming
THIS AGREEMENT made effective this 15th day of October 2001, by and between TOP Gathering LLC a Colorado Limited Liability Company (“Transporter”) and Natural Gas Fuel Company, Inc. (“Shipper”), a Colorado corporation.
As of August 1, 2006PRB Energy, Inc. • March 30th, 2007 • Natural gas transmission
PURCHASE AND SALE AGREEMENT BETWEEN ADENA BADGER CREEK, LLC AND BLACK RAVEN ENERGY, INC. DATED MAY 17, 2011Purchase and Sale Agreement • November 21st, 2011 • Black Raven Energy, Inc. • Oil & gas field exploration services • Colorado
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is dated May 17, 2011, by and between Adena Badger Creek, LLC, a Colorado limited liability company, (“Seller”), and Black Raven Energy, Inc., a Nevada corporation (“Buyer”).
DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT Between PRB ACQUISITION, LLC As Lender and PRB OIL AND GAS, INC., and PRB ENERGY, INC. Debtors and Debtors- in-Possession As Borrowers Dated as of May 19, 2008Loan and Security Agreement • May 27th, 2008 • PRB Energy, Inc. • Natural gas transmission • Colorado
THIS DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into by and between PRB ENERGY, INC. (“Energy”) and PRB OIL AND GAS, INC. (“Oil & Gas”), each a Colorado corporation and a debtor and debtor-in-possession in bankruptcy (individually and/or collectively, “Borrower”), and PRB ACQUISITION, LLC, a Colorado limited liability company (“Lender”).
PURCHASE AND SALE AGREEMENT between PRB ENERGY, INC. (“Seller”) And MAVERICK PIPELINE LLC, (“Purchaser”) As of August 1, 2006Purchase and Sale Agreement • November 13th, 2006 • PRB Energy, Inc. • Natural gas transmission
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2005 • PRB GasTransportation, Inc. • Natural gas transmission • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 15th day of January, 2004 by and among PRB TRANSPORTATION, INC., a Nevada corporation (the "Company"), Robert W. Wright (“Wright”), Kevin Norris (“Norris”) and JMGG Partners Ltd., California limited partnership (the "Investor").
