REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 24th day of January, 2011 by and between Prospect Global Resources Inc., a Delaware corporation (the “Company”), and Richard Merkin and any assignees or transferees thereof (the “Investor”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this __ day of February 2011 (the “Agreement Date”), by and among TRIANGLE CASTINGS, INC., a Nevada corporation (“TCI”); PROSPECT GLOBAL RESOURCES INC., a Delaware corporation (“Prospect Global”); PROSPECT GLOBAL ACQUISITION INC., a Delaware corporation (“Mergerco”); and DENIS M. SNYDER, an individual (the “TCI Principal Stockholder”). TCI, Prospect Global, Mergerco, and the TCI Principal Stockholder are hereinafter sometimes collectively referred to as the “Parties.”
Amended and Restated Employment AgreementEmployment Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
Amended and Restated Employment Agreement (this "Agreement") dated as of December 1, 2010 (the "Effective Date") by and between Prospect Global Resources Inc. a Delaware corporation (the "Company"), and Patrick L. Avery (the “Executive”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
STOCKHOLDERS AGREEMENT dated as of January 24, 2011 by and among (i) Prospect Global Resources Inc., a Delaware corporation (the "Company"), (ii) Richard Merkin ("Merkin"), and (iii) the other holders of Common Stock of the Company signatory hereto (together with Merkin, the "Stockholders").
BUFFALO MANAGEMENT LLCManagement Services Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs
This letter confirms our agreement with respect to fees owed to Buffalo Management LLC ("Buffalo") pursuant to the Second Amended and Restated Management Services Agreement (the "Agreement") dated as of January 6, 2011 between Buffalo and Prospect Global Resources Inc. ("Prospect"). Upon the anticipated closing of the merger transaction (the "Merger") between Prospect and Triangle Castings, Inc. ("Triangle"), Prospect will owe Buffalo $935,000 (the "Accrued Obligation") pursuant to the Agreement, calculated as follows:
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN WEST POTASH, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is dated as of January 21, 2011 (the “Effective Date”) by and among AMERICAN WEST POTASH, LLC, a Delaware limited liability company (the “Company”), and the Persons listed on Exhibit A attached hereto and made a part hereof (such Persons hereinafter sometimes referred to collectively as the “Members” and individually as a “Member”).
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement"), dated as of January 7, 2011, between Buffalo Management LLC, a Colorado limited liability company ("Buffalo"), and Prospect Global Resources Inc., a Delaware corporation (the "Company").
SECURITY AGREEMENT Dated as of January 24, 2011Security Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Delaware
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 11th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of January, 2011 by and between Richard Merkin (the “Purchaser”) and PROSPECT GLOBAL RESOURCES INC., a Delaware corporation (the “Company”). Purchaser and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
