0001104659-14-019460 Sample Contracts

AMENDMENT NO. 1
Amendment No. 1 • March 14th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • New York

This AMENDMENT NO. 1 (this “Amendment”) is made as of March 12, 2014, by and among Prospect Global Resources, Inc., a Nevada corporation (the “Prospect”), on the one hand, and Apollo Management VII, L.P., a Delaware limited partnership (the “Apollo Management”), and Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I (“Apollo Commodities,” and together with Apollo Management, “Apollo”), on the other hand, with respect to the following facts:

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FIFTH EXTENSION AGREEMENT
Fifth Extension Agreement • March 14th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Arizona

THIS FIFTH EXTENSION AGREEMENT (this “Agreement”), executed as of the 12th day of March, 2014 (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 June 26, 2013 warrant
Warrant Amendment • March 14th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware

This AMENDMENT TO WARRANT (this “Amendment”) is made as of March 12, 2014, 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:

TENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE
Senior First Priority Secured Promissory Note • March 14th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs

This TENTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Tenth Amendment”) is made as of March 12, 2014 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:

AMENDMENT NO. 3 TO MAY 30, 2012 warrant
Warrant Amendment • March 14th, 2014 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware

This AMENDMENT TO WARRANT (this “Amendment”) is made as of March 12, 2014, 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:

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