MUTUAL RELEASE OF CLAIMSMutual Release of Claims • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
This Mutual Release of Claims (this “Agreement”) is made and entered into as of , 2014, 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, with reference to the following facts:
AMENDMENT NO. 1 TO JUNE 26, 2013 WARRANTProspect Global Resources Inc. • December 16th, 2013 • General bldg contractors - residential bldgs • Delaware
This AMENDMENT TO WARRANT (this “Amendment”) is made as of December 10, 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:
SEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTEExtension Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This SEVENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Seventh Amendment”) is made as of December 10, 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:
THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENTSupplemental Payment Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
This THIRD AMENDMENT TO SUPPLEMENTAL PAYMENT AGREEMENT (this “Amendment”) is made as of , 2014 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:
FOURTH AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • California
This FOURTH AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made as of December 10, 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”), with respect to the following facts:
ROYALTY AGREEMENT (American West Potash)Royalty Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS ROYALTY AGREEMENT (“Royalty Agreement”), dated as of , 2014, is made by and between American West Potash, LLC, a Delaware limited liability company (the “Company”), and The Karlsson Group, Inc., an Arizona corporation, (“Karlsson”) (sometimes referred to collectively, as the “Parties,” and individually, as a “Party”) with reference to the following facts and intentions:
FOURTH EXTENSION AGREEMENTFourth Extension Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona
THIS FOURTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 10th day of December, 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:
AMENDMENT NO. 2 TO MAY 30, 2012 WARRANTWarrant • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
This AMENDMENT TO WARRANT (this “Amendment”) is made as of December 10, 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:
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2013 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
AMENDMENT NO. 2, dated , 2014 (this “Amendment”), to REGISTRATION RIGHTS AGREEMENT, dated August 1, 2012 (as amended from time to time, the “Agreement”), between Prospect Global Resources, Inc., a Nevada corporation (“Prospect”), and The Karlsson Group, Inc., an Arizona corporation (“Karlsson”).
