f8k021111ex10viii_triangcast.htm


Exhibit 10.8


 



AMENDED AND RESTATED ARTICLES OF INCORPORATION


OF


PROSPECT GLOBAL RESOURCES INC.












RECITALS







WHEREAS, the Articles of Incorporation of Triangle Castings, Inc., a Nevada corporation ("TCI"), were filed in the State of Nevada on July 22, 2008 as Document No. 00001946018-59 and TCI was assigned Entity Number E0462592008-9; and







WHEREAS, the board of directors and the shareholders of TCI have determined it to be in the best interest of TCI to amend and restate the Articles of Incorporation of TCI, including changing the name of TCI to Prospect Global Resources Inc., as follows:


 







ARTICLE I


NAME


 


The name of the corporation shall now be Prospect Global Resources Inc. (the “Corporation”).


 


ARTICLE II


REGISTERED OFFICE


 


The name of the registered agent and the street address of the registered office in the State of Nevada where process may be served upon the Corporation is The Corporation Trust Company of Nevada, 311 S. Division Street, Carson City, NV 89703.  The Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State of Nevada.  The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.







ARTICLE III


AUTHORIZED CAPITAL STOCK







Section 1. Authorized Shares.


 


(a) The total number of shares of capital stock which the Corporation shall have authority to issue is 100,000,000 shares of common stock, $0.001 par value per share ("Common Stock"), and 10,000,000 shares of preferred stock, $0.001 par value per share ("Preferred Stock").


 


Section 2. Common Stock.


 


(a)  Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation (as defined below), the holders of Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.


 




  





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Section 3. Preferred Stock.


 


(a) The Board of Directors is expressly granted authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a "Preferred Stock Designation") and as may be permitted by the Nevada Revised Statutes.  The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.


 


ARTICLE IV


DIRECTORS


 


Section 1. Number of Directors.  The members of the governing board of the Corporation are styled as directors. The Board of Directors shall be elected in such manner as shall be provided in the Amended and Restated Bylaws of the Corporation. The number of directors may be changed from time to time in such manner as shall be provided in the Amended and Restated Bylaws of the Corporation.


 


ARTICLE V


PURPOSE


 


The purpose of the Corporation shall be to engage in any lawful business for which corporations may be organized under NRS Chapter 78.


 


ARTICLE VI


LIMITATIONS ON LIABILITY


 


No director shall be personally liable to the Corporation, any of its stockholders or its creditors for money damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the NRS as the same exists or may hereafter be amended. If the NRS is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the NRS, as so amended. Any repeal or modification of this Article VI shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.


 




  





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ARTICLE VII


INDEMNIFICATION


 


Section 2. Expenses for Actions Other Than By or In The Right of the Corporation. The Corporation shall indemnify to the fullest extent under Nevada law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.


 


Section 3. Expenses for Actions By or In the Right of the Corporation. The Corporation shall indemnify to the fullest extent under Nevada law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.


 


Section 4. Non-Exclusivity.  The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or under any other bylaw, agreement, insurance policy, vote of stockholders or disinterested directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.


 


Section 5. Repeal and Modification.  Any repeal or modification of this Article VII shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.


 




  





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ARTICLE VIII


ACQUISITION OF CONTROLLING INTEREST AND COMBINATION WITH INTERESTED STOCKHOLDERS


 


In accordance with the provisions of Section 78.378 of the provisions of Nevada Revised Statutes (“NRS”), the provisions of Sections 78.378 to 78.3793, inclusive, as the same may be amended from time to time (or any successor statutes thereto), relating to acquisitions of controlling interests in the corporation, do not apply to any and all acquisitions of shares of the corporation’s common stock.  At such time, if any, as the Corporation becomes a “resident domestic corporation”, as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as the same may be amended from time to time (or any successor statutes thereto).


 


ARTICLE IX


AMENDMENTS


 


The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.


 







 


IN WITNESS WHEREOF, I have executed this Certificate of Amended and Restated Articles of Incorporation as of  the 11th day of February, 2011.


 









	 	 	 
	 	/s/ Patrick Avery	 
	 	Patrick Avery	 
	 	Chief Executive Officer	 
	 	 	 










 


 


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