Execution Version PUT OPTION AGREEMENTPut Option Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionThis Put Option Agreement (this “Agreement”), is made and entered as of February 29, 2016, (the “Effective Date”), by and among, Intercontinental Potash Corp. (USA), a Colorado corporation, as the Guarantor (the “Company”); Intercontinental Potash Corp., a Canadian corporation ( “ICP-Holdco”); the holder of Series A Preferred Stock of the Company listed on Schedule I (the “Preferred A Holding Company”) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred A Shareholders”); the holders of Series B Preferred Stock listed on Schedule I (each a “Preferred B Holding Company” and together the “Preferred B Holdings Companies”)) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred B Shareholders”) (collectively the Preferred A Shareholders and Preferred B Shareholders with any successors and affiliates, whose names and addresses may appear from time to time on Schedule I hereto, “Cartesian Investors”); and Car