0000950123-11-064658 Sample Contracts

INVESTOR RELATIONS CONSULTING AGREEMENT
Investor Relations Consulting Agreement • July 8th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs

This Investor Relations Consulting Agreement (the “Agreement”), effective as of July 5, 2011 is entered into by and between Prospect Global Resources, Inc. (the “Company”), located at 600 17th Street, Suite 2800-South, Denver, CO 80202 and COR Advisors (the “IR Consultant”) located at 233 Wilshire Blvd., Suite 830, Santa Monica, CA 90401.

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July 5, 2011 David Longly Bernhardt Attorney at Law 202.872.5286 tel 202.296.7009 fax dbernhardt@bhfs.com
Proposal and Fee Agreement for Representation • July 8th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs

Brownstein Hyatt Farber Schreck, LLP (“Brownstein” or “BHFS” or “the Firm”) is pleased to present this proposal. Our firm’s federal and state government relations practice (the “Government Relations Practice”) uniquely qualifies us to meet your needs in Arizona and in Washington, D.C. Subject to our firm’s conflicts of interest check, we agree to act as government relations counsel on behalf of Prospect Global Resources Inc. and its subsidiaries (together, “Prospect”). The purpose of this letter is to describe and confirm the terms and conditions of our firm’s representation of your interests.

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