PRB Transportation, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2004 • PRB Transportation, Inc. • New York
In connection with an initial public offering (the "Offering") of common stock, $0.001 par value (the "Common Stock"), PRB 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").
UNDERWRITER’S WARRANT AGREEMENTUnderwriter's Warrant Agreement • November 1st, 2004 • PRB Transportation, Inc. • 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").
LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2004 • PRB Transportation, Inc. • 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 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.
PURCHASE AND SALE AGREEMENT between BEAR PAW ENERGY, LLC as Seller and PRB TRANSPORTATION, INC. as Purchaser Dated as of September 30, 2004 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 1st, 2004 • PRB Transportation, Inc. • Colorado
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into this 30th day of September, 2004, by and between Bear Paw Energy, LLC, a Delaware limited liability company ("Seller"), and PRB Transportation, Inc., a Nevada corporation ("Purchaser" and, together with Seller, the "Parties").
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, Assignment of Proceeds, and Financing Statement • 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").
OPERATIONS AGREEMENTOperations Agreement • November 1st, 2004 • PRB Transportation, Inc. • Colorado
THIS OPERATIONS AGREEMENT (the "Operations Agreement") made and entered into this 6th day of October, 2004, between PRB Transportation, Inc., a Nevada corporation ("PRB") and Bear Paw Energy, LLC, a Delaware Limited Liability Company ("BPE"), (PRB and BPE being sometimes called "Party," and collectively called "Parties"):
