REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 1st day of August, 2012 by and between Prospect Global Resources Inc., a Nevada corporation (the “Company”), and The Karlsson Group, Inc., an Arizona corporation, and any assignees or transferees thereof (the “Investor”).
Prospect Global Resources Inc. 15,000,000 Shares Common Stock ($0.001 par value per share) Underwriting Agreement November 8, 2012Underwriting Agreement • November 9th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among PROSPECT GLOBAL RESOURCES INC., CERTAIN GUARANTORS NAMED HEREIN, and THE PURCHASERS NAMED HEREIN for in 10% CONVERTIBLE SPRINGING SECOND-LIEN NOTES DUE 2020 Dated as of December 21, 2012Securities Purchase Agreement • June 28th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Nevada
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of December 21, 2012, by and among PROSPECT GLOBAL RESOURCES INC., a Nevada corporation (the “Company”), the Subsidiaries of the Company party hereto from time to time as GUARANTORS (as defined below) and the PURCHASERS named in Schedule A hereto (the “Purchasers”).
SECURITY AGREEMENT Dated as of September 19, 2011Security Agreement • September 23rd, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
Employment AgreementEmployment Agreement • December 18th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
Employment Agreement (this “Agreement”) dated as of December 13, 2012, by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Mr. Damon Barber (the “Executive”).
MUTUAL RELEASE OF CLAIMSMutual Release of Claims • May 2nd, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
This Mutual Release of Claims (this “Agreement”) is made and entered into as of , 2014, by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nevada limited liability (“Apache”) and American West Potash, LLC, a Delaware limited liability company (“AWP” and collectively with Prospect DE, Parent and Apache the “Prospect Parties” and each a “Prospect Party”) on the other hand, with reference to the following facts:
ContractSubordination Agreement • May 8th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of May 2, 2013, among Very Hungry LLC, a Colorado limited liability company, Scott Reiman 1991 Trust, Prospect Global Resources, Inc., a Nevada corporation (the “Borrower”) and The Karlsson Group, Inc., an Arizona corporation (“Senior Lender”), to the indebtedness (including interest) owed by the Borrower to Senior Lender pursuant to the Borrower’s Guaranty, and to indebtedness refinancing such indebtedness as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
UNCONDITIONAL GUARANTYUnconditional Guaranty • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This UNCONDITIONAL GUARANTY dated as of April 15, 2013 (the “Guaranty”), is executed by Prospect Global Resources, Inc., a Nevada corporation (“Guarantor”), to and for the benefit of The Karlsson Group, Inc., an Arizona corporation (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the “Holder”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this __ day of February 2011 (the “Agreement Date”), by and among TRIANGLE CASTINGS, INC., a Nevada corporation (“TCI”); PROSPECT GLOBAL RESOURCES INC., a Delaware corporation (“Prospect Global”); PROSPECT GLOBAL ACQUISITION INC., a Delaware corporation (“Mergerco”); and DENIS M. SNYDER, an individual (the “TCI Principal Stockholder”). TCI, Prospect Global, Mergerco, and the TCI Principal Stockholder are hereinafter sometimes collectively referred to as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of September, 2011 by and between HEXAGON INVESTMENTS, LLC and any assignees or transferees thereof (the “Purchaser”) and PROSPECT GLOBAL RESOURCES INC., a Delaware corporation (the “Company”). Purchaser and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
Amended and Restated Employment AgreementEmployment Agreement • November 7th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
Employment Agreement (this “Agreement”) dated as of November 7, 2013 (the “Effective Date”) by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Gregory Dangler (the “Executive”).
Amended and Restated Employment AgreementEmployment Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
Amended and Restated Employment Agreement (this "Agreement") dated as of December 1, 2010 (the "Effective Date") by and between Prospect Global Resources Inc. a Delaware corporation (the "Company"), and Patrick L. Avery (the “Executive”).
SIXTH EXTENSION AGREEMENTExtension Agreement • April 4th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS SIXTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 3rd day of April, 2014 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nevada limited liability (“Apache”) and American West Potash, LLC, a Delaware limited liability company (“AWP” and collectively with Prospect DE, Parent and Apache the “Prospect Parties” and each a “Prospect Party”) on the other hand, is made with reference to the following facts:
ROYALTY AGREEMENT (American West Potash)Royalty Agreement • May 2nd, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of April 29, 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation, (“Karlsson”) (sometimes referred to collectively, as the “Parties,” and individually, as a “Party”) with reference to the following facts and intentions:
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
STOCKHOLDERS AGREEMENT dated as of January 24, 2011 by and among (i) Prospect Global Resources Inc., a Delaware corporation (the "Company"), (ii) Richard Merkin ("Merkin"), and (iii) the other holders of Common Stock of the Company signatory hereto (together with Merkin, the "Stockholders").
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
AMENDMENT NO. 3, dated , 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”).
ROYALTY AGREEMENT (Apache County Land & Ranch)Royalty Agreement • May 2nd, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of April 29, 2014, is made by and between Apache County Land & Ranch, LLC, a Nevada limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation, (“Karlsson”) (sometimes referred to collectively, as the “Parties,” and individually, as a “Party”) with reference to the following facts and intentions:
POTASH ROYALTY PURCHASE AND SALE AGREEMENT AND OPTIONPotash Royalty Purchase and Sale Agreement • November 29th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS POTASH ROYALTY PURCHASE AND SALE AGREEMENT AND OPTION (this “Agreement”), dated effective as of November 22, 2011 (the “Effective Date”), is between PROSPECT GLOBAL RESOURCES INC., a Nevada corporation (“Seller”), 600 17th Street, Suite 2800 South, Denver, Colorado 80202, and GRANDHAVEN ENERGY, LLC, a Wisconsin limited liability company, with an address of 730 17th Street, Suite 800, Denver, Colorado 80202 (“Buyer”). Seller and Buyer are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
CONSULTING AND SEPARATION AGREEMENT AND RELEASEConsulting and Separation Agreement • March 13th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
This Consulting and Separation Agreement and Release (this “Agreement”) is entered into as of March 12, 2013 between Patrick L. Avery (“Employee”) on the one hand, and Prospect Global Resources Inc., a Nevada corporation, together with each of its successors, subsidiaries, affiliates, directors, officers, shareholders, agents and employees (collectively the “Company”) on the other hand. Employee and the Company are jointly referred to as the “Parties.”
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 8th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 2, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among Very Hungry LLC, a Colorado limited liability company (“Very Hungry”), Scott Reiman 1991 Trust (together with Very Hungry, “Subordinated Creditor”), Prospect Global Resources Inc., a Nevada corporation (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Senior Lender”).
AMENDMENT NO. 1 TO JUNE 26, 2013 WARRANTWarrant Amendment • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This AMENDMENT TO WARRANT (this “Amendment”) is made as of December 10, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 17th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of March, 2011 by and between COR Capital LLC, as investment advisor on behalf of the COR US Equity Income Fund, and any assignees or transferees thereof (the “Purchaser”) and PROSPECT GLOBAL RESOURCES INC., a Delaware corporation (the “Company”). Purchaser and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
EXTENSION AGREEMENTExtension Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS EXTENSION AGREEMENT (this “Agreement”), executed as of the 15th day of April, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nevada limited liability (“Apache”) and American West Potash, LLC, a Delaware limited liability company (“AWP” and collectively with Prospect DE, Parent and Apache the “Prospect Parties” and each a “Prospect Party”) on the other hand, is made with reference to the following facts:
AMENDED INVESTMENT BANKING ENGAGEMENT AGREEMENTInvestment Banking Engagement Agreement • March 31st, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • New York
Spouting Rock Capital Advisors, LLC (“SRCA”) is pleased to provide investment banking and financial advisory services to Prospect Global Resources Inc. (the “Company”) with respect to identifying, analyzing, structuring, negotiating and consummating one or several Transactions or Financings (as defined in Section 17 below) on the terms and conditions in this Amended Investment Banking Engagement Agreement (the “Agreement”). The terms of this Agreement supersede the Investment Banking Engagement Agreement executed by both SRCA and the Company on November 4, 2010 (the “Initial Engagement”). Pursuant to the Initial Engagement, the Company paid to SRCA the initial Retainer.
EIGHTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTESenior First Priority Secured Promissory Note • February 6th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This EIGHTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Eighth Amendment”) is made as of January 31, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:
THIRTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTESenior First Priority Secured Promissory Note • May 1st, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This THIRTEENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Thirteenth Amendment”) is made as of April 25, 2014 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made as of September 13, 2013, by and among Prospect Global Resources, Inc., a Delaware corporation (“Prospect”), American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts:
BUFFALO MANAGEMENT LLCManagement Services Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This letter confirms our agreement with respect to fees owed to Buffalo Management LLC ("Buffalo") pursuant to the Second Amended and Restated Management Services Agreement (the "Agreement") dated as of January 6, 2011 between Buffalo and Prospect Global Resources Inc. ("Prospect"). Upon the anticipated closing of the merger transaction (the "Merger") between Prospect and Triangle Castings, Inc. ("Triangle"), Prospect will owe Buffalo $935,000 (the "Accrued Obligation") pursuant to the Agreement, calculated as follows:
PROSPECT GLOBAL RESOURCES INC. SERIES A WARRANT EXERCISE AGREEMENT (this “Agreement”) February 11, 2014Warrant Exercise Agreement • February 12th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This Agreement relates solely to the Warrants and not to any other Series A Warrants held by the Holder. This Agreement represents the entire understanding and agreement of the parties with respect to the Exercise of the Warrants and supersedes any prior discussions between the parties with respect to any transaction involving the Warrants. Each of the parties hereto shall from time to time execute and deliver all such further documents and do all such further acts and things as the party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTESenior First Priority Secured Promissory Note • November 15th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Fifth Amendment”) is made as of November 13, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 22nd day of November, 2011 by and between Prospect Global Resources Inc., a Nevada corporation (the “Company”), and Very Hungry LLC and any assignees or transferees thereof (the “Investor”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 6th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • New York
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into this 7th day of March, 2013, by and among Prospect Global Resources Inc., a Nevada corporation (the “Company”), the parties identified as “Purchasers” in the signature pages hereto (the “Purchasers”) (the Purchasers together with the Company, the “Parties”), and, solely for the purposes of Sections 4(a)(ii) and 4(b) hereof, the Management Companies (as defined below).
INVESTORS RIGHTS AGREEMENT by and between PROSPECT GLOBAL RESOURCES INC. and THE INVESTORS NAMED HEREIN Dated as of November 29, 2012Investors Rights Agreement • December 4th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Nevada
INVESTORS RIGHTS AGREEMENT, dated as of November 29, 2012 (as may be amended from time to time, this "Agreement"), by and between Prospect Global Resources Inc., a Nevada corporation (the "Company"), and the investors named in Schedule A hereto (each, an "Investor" and collectively, the "Investors Group").
RESCISSION AGREEMENTRescission Agreement • August 19th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS RESCISSION AGREEMENT (this “Agreement”) is entered into effective as of August 15, 2011 (the "Effective Date”), by and between Prospect Global Resources Inc., a Nevada corporation (“PGRI”), and Marc Holtzman, individually (“Holtzman”).
ESCROW AGREEMENTEscrow Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
This ESCROW AGREEMENT (this “Agreement”), dated as of April 15, 2013, by and among The Karlsson Group , Inc., an Arizona corporation (“Lender”), Prospect Global Resources, Inc., a Nevada corporation (“Obligor”) and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (together with any successor in such capacity, the “Escrow Agent”). Lender and Obligor are referred to collectively herein as the “Parties”, and individually, a “Party.”
