UNCONDITIONAL GUARANTYUnconditional Guaranty • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This UNCONDITIONAL GUARANTY dated as of April 15, 2013 (the “Guaranty”), is executed by Prospect Global Resources, Inc., a Nevada corporation (“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”).
EXTENSION AGREEMENTExtension Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS EXTENSION AGREEMENT (this “Agreement”), executed as of the 15th day of April, 2013 (the “Effective Date”), by and among The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), on the one hand, and Prospect Global Resources, Inc., a Delaware corporation (“Prospect DE”), Prospect Global Resources, Inc., a Nevada corporation (“Parent”), Apache County Land & Ranch, LLC, a Nevada limited liability (“Apache”) and American West Potash, LLC, a Delaware limited liability company (“AWP” and collectively with Prospect DE, Parent and Apache the “Prospect Parties” and each a “Prospect Party”) on the other hand, is made with reference to the following facts:
ESCROW AGREEMENTEscrow Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
This ESCROW AGREEMENT (this “Agreement”), dated as of April 15, 2013, by and among The Karlsson Group , Inc., an Arizona corporation (“Lender”), Prospect Global Resources, Inc., a Nevada corporation (“Obligor”) and JPMorgan Chase Bank, N.A., a national banking association, as escrow agent (together with any successor in such capacity, the “Escrow Agent”). Lender and Obligor are referred to collectively herein as the “Parties”, and individually, a “Party.”
AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENTAdditional Consideration Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT (this “Amendment”) is made as of April 15, 2013, by and among American West Potash LLC, a Delaware limited liability company (the “Company”), Apache County Land & Ranch, LLC, a Nevada limited liability company (“Apache”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts:
AMENDMENT TO WARRANTWarrant • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This AMENDMENT TO WARRANT (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”), with respect to the following facts:
PLEDGE AGREEMENTPledge Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS PLEDGE AGREEMENT, dated as of April 15, 2013 (this “Agreement”), is made by Prospect Global Resources, Inc., a Nevada 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.”
AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENTSupplemental Payment Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of April 15, 2013, 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”), with respect to the following facts:
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • New York
This AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Nevada corporation (the “Issuer”), and Apollo Management VII, L.P., a Delaware limited partnership (the “Holder”), with respect to the following facts:
AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTESubordination and Intercreditor Agreement • April 17th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Amendment”) is made as of April 15, 2013, by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and The Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:
