0001213900-11-001347 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 11th day of March, 2011 by and between Prospect Global Resources Inc., a Delaware corporation (the “Company”), and COR Capital LLC, as investment advisor on behalf of the COR US Equity Income Fund, and any assignees or transferees thereof (the “Investor”).

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AMENDED AND RESTATED SECURITY AGREEMENT Dated as of March 11, 2011
Security Agreement • March 17th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado

WHEREAS, the undersigned, Prospect Global Resources Inc., a Delaware corporation (the “Debtor”), has previously assigned and granted to Richard Merkin ("Merkin") a security interest in the Collateral (as defined below) pursuant to a Security Agreement dated as of January 24, 2011 (the "Original Agreement");

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 17th, 2011 • Prospect Global Resources Inc. • General bldg contractors - residential bldgs • Colorado

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of March, 2011 by and between COR Capital LLC, as investment advisor on behalf of the COR US Equity Income Fund, and any assignees or transferees thereof (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.”

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