0001104659-13-038927 Sample Contracts

Contract
Prospect Global Resources Inc. • May 8th, 2013 • General bldg contractors - residential bldgs • Colorado

This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of May 2, 2013, among Very Hungry LLC, a Colorado limited liability company, Scott Reiman 1991 Trust, Prospect Global Resources, Inc., a Nevada corporation (the “Borrower”) and The Karlsson Group, Inc., an Arizona corporation (“Senior Lender”), to the indebtedness (including interest) owed by the Borrower to Senior Lender pursuant to the Borrower’s Guaranty, and to indebtedness refinancing such indebtedness as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

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SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • May 8th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 2, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among Very Hungry LLC, a Colorado limited liability company (“Very Hungry”), Scott Reiman 1991 Trust (together with Very Hungry, “Subordinated Creditor”), Prospect Global Resources Inc., a Nevada corporation (the “Company”), and The Karlsson Group, Inc., an Arizona corporation (“Senior Lender”).

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