Common use of Put Option Agreement Clause in Contracts

Put Option Agreement. This Note (the “Note”) has been executed and delivered pursuant to the Put Option Agreement, dated as of February [●], 2016, (the “Put Option Agreement”) by and among Intercontinental Potash Corp. (USA), a Colorado corporation (“Guarantor”), the Borrower the holder of Series A Preferred Stock of the Company listed on Schedule I (the “Preferred A Holding Company”) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred A Shareholders”); the holders of Series B Preferred Stock listed on Schedule I (each a “Preferred B Holding Company” and together the “Preferred B Holdings Companies”)) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred B Shareholders”) (collectively the Preferred A Shareholders and Preferred B Shareholders with any successors and affiliates, whose names and addresses may appear from time to time on Schedule I hereto, “Cartesian Investors”); and Cartesian Capital Group, LLC, a Delaware limited liability company and adviser to Cartesian Investors (“Cartesian”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Put Option Agreement. This Note (the “Note”) has been executed and delivered pursuant to the Put Option Agreement, dated as of February [●�], 2016, (the “Put Option Agreement”) by and among Intercontinental Potash Corp. (USA), a Colorado corporation (“Guarantor”), the Borrower the holder of Series A Preferred Stock of the Company listed on Schedule I (the “Preferred A Holding Company”) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred A Shareholders”); the holders of Series B Preferred Stock listed on Schedule I (each a “Preferred B Holding Company” and together the “Preferred B Holdings Companies”)) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred B Shareholders”) (collectively the Preferred A Shareholders and Preferred B Shareholders with any successors and affiliates, whose names and addresses may appear from time to time on Schedule I hereto, “Cartesian Investors”); and Cartesian Capital Group, LLC, a Delaware limited liability company and adviser to Cartesian Investors (“Cartesian”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.