AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Exhibit 4.3

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of November 22, 2011, by and among (i) Prospect Global Resources Inc., a Delaware corporation (the “Company”), (ii) Xxxxxxx Xxxxxx (“Merkin”), and (iii) the other holders of Common Stock of the Company signatory hereto (together with Merkin, the “Stockholders”).

WHEREAS the Company, Merkin and the Stockholders have entered into a Stockholders Agreement dated as of January 24, 2011 (the “Original Agreement”);

WHEREAS, the Company has been presented with an opportunity to raise $10,000,000 of additional capital through the issuance of a common stock, warrants and a royalty interest (the “New Financing”), which would be beneficial to the Company and its existing investors, including Merkin and the Stockholders; and

WHEREAS, the investors in the New Financing require an amendment to the Original Agreement as a condition to their investment in the New Financing.

NOW, THEREFORE, the Original Agreement is amended and restated as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms have the indicated meanings:

“Affiliate” of a person means any other person controlling, controlled by or under common control with such person, whether by ownership of voting securities, by contract or otherwise.

“Board” means the Company’s Board of Directors.

“Common Stock” means the Company’s common stock, par value $.001 per share.

“Securities Act” means the Securities Act of 1933, as amended.

Section 2. Automatic Termination. This Agreement shall immediately terminate and be of no further force or effect upon the issuance of Common Stock in a registered public offering under the Securities Act of 1933, as amended, with gross proceeds to the Company of at least $10,000,000.

Section 3. Tag Along Right. Except in the case of any transfer to an Affiliate, not less than 15 days prior to any proposed transfer of Common Stock, other than the sale in one or a series of related transactions of Common Stock by any Stockholder or its Affiliates, the transferring Stockholder (the “Initiating Holder”) shall deliver to Merkin a written notice (the “Sale Notice”) specifying in reasonable detail the identity of the proposed transferee(s), the number of shares proposed to be sold, and the terms and conditions of the proposed transfer. Merkin may elect to participate in the transfer by delivering to the Initiating Stockholder a written notice of such election within the 15-day period following delivery of the Sale Notice. If Merkin elects to participate in such transfer, the Initiating Stockholder and Merkin will be entitled to sell in such proposed transfer, at the same price and on the same terms (including form of consideration), a number of shares equal to the product of (i) the quotient determined by dividing the number of shares proposed to be sold by the Initiating Stockholder or Merkin, as the case may be, by the number of shares proposed to be sold by the Initiating Stockholder and Merkin, multiplied by (ii) the total number of shares to be sold in such proposed transfer.

Section 4. Amendment and Waiver. Except as otherwise provided herein, no amendment of any provision of this Agreement shall be effective unless such amendment or waiver is approved in writing by the Company, Merkin and the holders of at least a majority of the shares of Common Stock then held by the other Stockholders. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.

Section 5. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 6. Entire Agreement. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 7. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Stockholders and their respective successors and assigns; provided, that Merkin may not assign its right to designate a director to any transferee of Common Stock from Merkin other than an Affiliate of Merkin without the Company’s written consent.

Section 8. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original but all of which taken together shall constitute but one instrument.

Section 9. Notices. Any notice, payment, demand or communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be (i) delivered personally, (ii) transmitted by telecopy, or (iii) delivered by nationally recognized overnight courier service for next business day delivery, addressed as follows, or to such other address as such person may from time to time specify by notice to the parties hereto:

The Company:

Prospect Global Resources Inc.
000 00^xx Xxxxxx, Xxxxx 0000-Xxxxx
Xxxxxx XX 00000
Attention: Xxx Xxxxx
Fax: 000-000-0000

Stockholders: To the address specified on the signature page(s) hereto.

2

Section 10. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to principles of conflicts of laws thereof.

Section 11. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

[SIGNATURE PAGE FOLLOWS]

* * * * *

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

		COMPANY:
		PROSPECT GLOBAL RESOURCES INC.
		By:		/s/ Xxxxxxx Xxxxx
				Xxxxxxx Xxxxx
				Chief Executive Officer
		Address:		000 00xx Xxxxxx, #0000 Xxxxx
				Xxxxxx, XX 00000
		MERKIN:
		/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx
		Address:		0000 Xxxxx Xxxxx Xxxx, #000
				Xxxxxx xxx Xxx, XX 00000
		STOCKHOLDERS:
		/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		Address:		c/o Prospect Global Resources Inc.
				000 00xx Xxxxxx, #0000 Xxxxx
				Xxxxxx, XX 00000
		/s/ Xxxxxxxx Xxxxxxxxxx
		Xxxxxxxx Xxxxxxxxxx
		Address:		c/o Prospect Global Resources Inc.
				000 00xx Xxxxxx, #0000 Xxxxx
				Xxxxxx, XX 00000

0

		/x/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Address:		000 Xxxxxx Xxxxxx
				Xxxxx Xxxxxx, XX 00000
		J. Xxx Xxxxxxx
		Address:		c/o Renewable Resource Group, Inc.
				0000 Xxxxxxxx Xxxxxxxxx, #000
				Xxx Xxxxxxx, XX 00000
		Xxxxx Xxxxxx
		Address:		00000 Xxxxxxxxxx Xxxxx
				Xxxxxxxxxx, XX 00000
		QUINCY PRELUDE LLC
		By:		/s/ Xxxx Xxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxx
		Title:		Manager
		Address:		c/o Trust Company of the West
				00000 Xxxxx Xxxxxx Xxxx., #0000
				Xxx Xxxxxxx, XX 00000
		BALKAN HELLENIC PARTNERSHIP, L.P.
		By:
		Name:
		Title:
		Address:

5