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”).
Employment AgreementEmployment Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
Employment Agreement (this “Agreement”) dated as of August 1, 2012 by and between Prospect Global Resources Inc. a Nevada corporation (the “Company”), and Chad Brownstein (the “Executive”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This UNCONDITIONAL GUARANTY dated as of August 1, 2012 (the “Guaranty”), is executed by American West Potash LLC, a Delaware limited liability company (“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”).
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND PROCEEDS, FIXTURE FILING AND FINANCING STATEMENT FROM AMERICAN WEST POTASH, LLC, AS TRUSTOR (Delaware Organizational I.D. No. 4878627) TO FIRST AMERICAN TITLE INSURANCE COMPANY, AS...Deed of Trust • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This Deed of Trust, Security Agreement, Assignment of Production and Proceeds, Fixture Filing and Financing Statement (this “Deed of Trust”) is made effective as of the 1st day of August, 2012, by American West Potash, LLC, a Delaware limited liability company (“Trustor”), whose address is c/o Prospect Global Resources, Inc., 1621 18th Street, Suite 260, Denver, CO 80202, Attn. Mr. Pat Avery, as Trustor, in favor of First American Title Insurance Company, a California corporation (“Trustee”), whose address is P.O. Box 2922, Phoenix, AZ 85062, as trustee, for the benefit of THE KARLSSON GROUP, INC., an Arizona corporation and its successors and assigns (“Lender”), whose address is 18 Ozone Avenue, Venice, CA 90291 with reference to the following facts and intentions:
SUPPLEMENTAL PAYMENT AGREEMENTSupplemental Payment Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS SUPPLEMENTAL PAYMENT AGREEMENT (this “Agreement”), dated as of August 1, 2012, is 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”). Prospect and Karlsson are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2012 (the “Effective Date”), by American West Potash LLC, a Delaware limited liability company (“AWP”) for the benefit of The Karlsson Group, Inc., an Arizona corporation (“Karlsson”) with reference to the following facts and intentions:
AMENDMENT #2 TO INVESTOR RELATIONS CONSULTING AGREEMENTInvestor Relations Consulting Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This AMENDMENT TO INVESTOR RELATIONS CONSULTING AGREEMENT (the “Amendment”) is entered as of August 1, 2012 by and between Prospect Global Resources Inc. (the “Company”) and COR Advisors LLC (the “IR Consultant”) to amend the Investor Relations Consulting Agreement originally entered between the same parties as of July 5, 2011 and Amendment #1 to the Investor Relations Consulting Agreement (“Amendment #1”) entered between the same parties as of May 9, 2012 (collectively, the “Agreement” and together with this Amendment #2 the “Amended Agreement”).
SECURITY AGREEMENTSecurity Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS SECURITY AGREEMENT, dated as of August 1, 2012 (this “Agreement”), is made by Prospect Global Resources, Inc., a Delaware corporation (“Debtor”), American West Potash LLC, a Delaware limited liability company (“Guarantor,” and collectively with Debtor, “Prospect Parties”), in favor of The Karlsson Group, Inc., an Arizona corporation (“Secured Party”). Debtor, Guarantor and Secured Party are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
OPTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN SK LAND HOLDINGS, LLC, as Optionor AND AMERICAN WEST POTASH LLC, as OptioneeOption Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This Option Agreement and Joint Escrow Instructions (“Agreement”) is entered into as of August 1, 2012 (“Execution Date”), by and between SK LAND HOLDINGS, LLC, a Nevada limited liability company (“Optionor”), and AMERICAN WEST POTASH LLC, a Delaware limited liability company (“Optionee”). Optionee and Optionor are hereinafter individually or collectively referred to as a “Party” or the “Parties”.
ADDITIONAL CONSIDERATION AGREEMENTAdditional Consideration Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS ADDITIONAL CONSIDERATION AGREEMENT (this “Agreement”), dated as of August 1, 2012 (the “Effective Date”), is by and between American West Potash LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation, (“Karlsson”). The Company and Karlsson are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
PLEDGE AGREEMENTPledge Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS PLEDGE AGREEMENT, dated as of August 1, 2012 (this “Agreement”), is made by Prospect Global Resources, Inc., a Delaware corporation (“Pledgor”), in favor of The Karlsson Group, Inc., an Arizona corporation (“Secured Party”). Pledgor and Secured Party are sometimes referred to in this Agreement, collectively, as the “Parties,” and individually, as a “Party.”
TERMINATION OF MANAGEMENT SERVICES AGREEMENTTermination Agreement • August 6th, 2012 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
TERMINATION OF MANAGEMENT SERVICES AGREEMENT (this “Termination Agreement”), dated as of August 1, 2012, between Buffalo Management LLC, a Colorado limited liability company (“Buffalo”), and Prospect Global Resources Inc., a Delaware corporation (the “Company”).
