Exhibit 10.2






Exhibit 10.2









			
	
July 5, 2011
	 	
David Longly Bernhardt

Attorney at Law

202.872.5286 tel

202.296.7009 fax

dbernhardt@bhfs.com







Patrick L. Avery

Prospect Global Resources, Inc.

600 17th Street

Suite 2800 South

Denver, CO 80202





	RE:	 	 Proposal and Fee Agreement for Representation





Dear Pat:




Brownstein Hyatt Farber Schreck, LLP (“Brownstein” or “BHFS” or “the Firm”) is pleased to present
this proposal. Our firm’s federal and state government relations practice (the “Government
Relations Practice”) uniquely qualifies us to meet your needs in Arizona and in Washington, D.C.
Subject to our firm’s conflicts of interest check, we agree to act as government relations counsel
on behalf of Prospect Global Resources Inc. and its subsidiaries (together, “Prospect”). The
purpose of this letter is to describe and confirm the terms and conditions of our firm’s
representation of your interests.




BHFS is entitled to up to 300,000 shares of Prospect common stock (“Common Stock”), subject to the
following requirements, which we will discuss extending on February 3, 2012:





	1.	 	100,000 shares shall be transferred to BHFS upon the signing of this amendment.
	 
	2.	 	BHFS will purchase 200,000 shares of Common Stock by issuing a promissory note (the “Note”)
to Prospect in the amount of $750,000 (representing the fair market value of the stock on the
purchase date).






	 	(a)	 	The Note shall bear interest at the short term Applicable Federal Rate. The
Note shall mature in one year.
	 
	 	(b)	 	The Note shall be secured by the Common Stock purchased and 20% of the
outstanding principal balance shall constitute a recourse obligation.
	 
	 	(c)	 	If the Government Relations Practice is not representing Prospect on August 15,
2011, Prospect shall have the right to acquire 200,000 shares by cancellation of the
Note.
	 
	 	(d)	 	If the Government Relations Practice is represented Prospect on August 15, 2011
but is not representing Prospect as of February 3, 2012, Prospect shall have the right
to acquire 100,000 shares for $375,000.






	3.	 	If the Government Relations Practice is representing Prospect on August 15, 2011, the
principal amount of the Note shall be reduced by $375,000.





	 	 	 

	1350 I Street, NW, Suite 510 | Washington, DC 20005-3305

	 	202.296.7353 tel
	     Brownstein Hyatt Farber Schreck, LLP | bhfs.com

	 	202.296.7009 fax





 


 









 






Pat Avery

July 5, 2011

Page 2





	4.	 	If the Government Relations Practice is representing Prospect on February 3, 2012, the
principal amount of the Note shall be reduced by $375,000.





Our representation will encompass assisting you in various local, state and Federal government
matters in which you may request our involvement and we agree to undertake. It is anticipated that
Chris Stephens and I will perform most of the work on this matter. We may assign additional
lawyers or professionals in our firm to represent you if, in our judgment, that becomes necessary
or desirable.




We view an engagement with you as a partnership. We can only succeed if we approach our work as
though we are partners in your success. We will work together to craft and implement an overall
strategy that will give us the best possible opportunity for success. We will then implement the
agreed-upon strategy based upon clear timelines and milestones.




Using elements of our efforts we will:




1. Develop a comprehensive state and local strategy based on your priorities, but also reflective
of the current legislative, political, and regulatory landscapes.




2. Provide strategic advice and counsel regarding state and federal agency protocols, practices and
requirements.




3. Arrange and attend meetings with local and state leaders and conduct all follow-up activities
stemming from actionable items discussed at any meetings.




4. Arrange and attend meetings with members of Congress, staff and the Executive Branch as relevant
and appropriate.




Brownstein has offices in Washington, D.C. and throughout the West where we provide
comprehensive legal services to our clients, including government relations and lobby services,
at both the state and federal level. The firm’s philosophy and approach are that government
relations and advocacy services are integral to the provision of client services. We believe
significant projects often succeed as a result of a team effort that combines both traditional
legal representation and public government advocacy that are tailored to support the client’s
specified objectives and work plan.




Our team has decades of experience serving as decision-makers in local, state and federal
legislative and executive branches of government. We have a proven track record. We
understand the intricacies of policy at the state and federal level and how to successfully
advocate on our clients’ behalf. Our attorneys and policy advisors — who come from both
sides of the aisle — have the skills and experience necessary to synthesize, manage and
advocate in a manner that often separates project success from failure. Our team
understands where and how decisions are made and how current events impact the
ever-shifting focus of the political landscape— in many instances our team members have
personally served as senior decision-makers.




In addition to charging fees for government relations work, we also charge for certain
out-of-pocket costs incurred by us in representing you. Charges for long distance telephone calls,
telecopy charges, in-office copying, ordinary postage, and deliveries made by in-house staff are
covered by an administrative fee, currently equal to 2.5% of the fees charged. This administrative
fee is in lieu of itemizing those expenses and may be adjusted over time. If there are other fees,
such as computer-assisted research fees, travel, meals, or hotel accommodation charges, those will
be billed separately.



 


 









 








Pat Avery

July 5, 2011

Page 3




The shares of Common Stock will relate only to government relations representation and any other
legal representation undertaken by BHFS for Prospect shall be billed and paid by Prospect at our
standard hourly rates and expense reimbursement policies, unless otherwise agreed to in writing by
BHFS and Prospect.




We bill for our services on a monthly basis. You agree to make payments within 30 days of your
receipt of a statement. We reserve the right to suspend performing services and to promptly move to
withdraw from representation upon failure of timely payment of a bill.




We also wish to emphasize that Brownstein provides a wide array of legal and public policy services
to many clients around the world. These services include legislative and administrative
representation on matters that may affect your interests, directly or indirectly. Therefore, as a
condition of our undertaking to represent any client on a particular matter as described in the
engagement letter, we hereby ask you, as we do each of our clients, to waive objection to any
conflict of interest that might be deemed to be created by our representation of other clients in
legislative or administrative policy matters that are unrelated to the specific representation we
have been asked to undertake on your behalf. Your waiver will permit us to represent another
client in advocating a change in law or policy areas such as, but not limited to, healthcare or
business regulation, international trade, telecommunications or taxation, even if the policy we
advocate would or might have a direct or indirect adverse impact upon your interests.




We would be pleased and privileged to work with you. Occasionally, we may provide lists of
representative clients to various publications and may use your company name in marketing
materials. Unless you instruct us to the contrary, you hereby consent that such use is acceptable.




Please indicate your agreement to the terms of this letter by executing the enclosed copy and
returning it to me. We appreciate the opportunity to represent you.




Very truly yours,




	 	 	 	 	 
	BROWNSTEIN HYATT FARBER SCHRECK, LLP

 	 	 
	By  	 	 	 
	 	DAVID LONGLY BERNHARDT 	 	 
	 	 	 	 



	 	 	 	 	 
	Prospect Global Resources, Inc.

 	 	 
	By:  	 	 	 
	 	PATRICK L. AVERY 	 	 
	 	 	 	 
	 



ACCEPTED and AGREED TO this 5th day of July, 2011