SECURITIES PURCHASE AGREEMENT by and among PROSPECT GLOBAL RESOURCES INC., CERTAIN GUARANTORS NAMED HEREIN, and THE PURCHASERS NAMED HEREIN for $100,000,000 in 10% CONVERTIBLE SPRINGING SECOND-LIEN NOTES DUE 2020 Dated November 29, 2012Securities Purchase Agreement • December 4th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Nevada
Prospect Global Resources Inc., a Nevada corporation (the "Corporation"), does by this certificate certify that, pursuant to the authority contained in its articles of incorporation (as amended from time to time, the "Articles of Incorporation") and the provisions of Nevada Revised Statutes ("NRS") 78.1955, the Corporation's Board of Directors (the "Board") has duly adopted the following resolution creating a series of Preferred Stock designated as "Series A Preferred Stock":
ROYALTY AGREEMENTRoyalty Agreement • December 4th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
ROYALTY AGREEMENT (this "Agreement"), dated as of November 29, 2012, between Buffalo Management LLC, a Colorado limited liability company ("Buffalo"), the other investors (excluding Buffalo) set forth in Schedule A (the "Investors"), Prospect Global Resources Inc., a Nevada corporation ("PGRX Parent"), and, solely for purposes of Section 1 until the occurrence of the event set forth in Section 10, Prospect Global Resources Inc., a Delaware corporation and a subsidiary of PGRX Parent ("PGRX Delaware") and, solely from and after the occurrence of the event set forth in Section 10, American West Potash LLC, a Delaware limited liability company ("AWP").
