CERTIFICATE OF DESIGNATION OF REDEEMABLE PREFERRED STOCK OF PROSPECT GLOBAL RESOURCES INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes

Exhibit 4.6

CERTIFICATE OF DESIGNATION
OF
REDEEMABLE PREFERRED STOCK
OF PROSPECT GLOBAL RESOURCES INC.

Pursuant to Section 78.1955 of the
Nevada Revised Statutes

Prospect Global Resources Inc., a Nevada corporation (the “Corporation”), certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Second Amended and Restated Articles of Incorporation of the Corporation (as further amended from time to time, the “Articles of Incorporation”), and in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended (the “NRS”), the Board of Directors, on July 15, 2013, adopted the following resolution creating a series of its preferred stock, par value $0.001 per share:

RESOLVED, that (1) pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Board of Directors hereby designates 15,000,000 shares of the preferred stock, par value $0.001 per share, of the Corporation as “Redeemable Preferred Stock” (the “Redeemable Preferred Stock”), and the powers, designations, preferences and relative, participating, optional and other rights of the Redeemable Preferred Stock and the qualifications, limitations and restrictions thereof, be, and they hereby are, as set forth in this certificate of designation (this “Certificate of Designation”), and (2) in connection therewith, the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed on behalf of the Corporation and in its name to execute and to file this Certificate of Designation with the Nevada Secretary of State:

Section 1.                  Designation and Amount. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as “Redeemable Preferred Stock.” The number of shares constituting such series shall be 15,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that such number shall not be decreased below the number of shares of such series outstanding at the effective time of such decrease. The Redeemable Preferred Stock shall have par value $0.001 per share and the liquidation preference of the Redeemable Preferred Stock shall initially be $1.00 per share (the “Liquidation Preference”).

Section 2.                  Ranking. The Redeemable Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation, rank (i) on a parity with each other class or series of the Corporation’s preferred stock established prior to or after the Effective Date, the terms of which other class or series expressly provide that such class or series will rank on a parity with the Redeemable Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (such other classes and series of preferred stock collectively referred to as “Parity Securities”) and (ii) senior to the Corporation’s common stock (the “Common Stock”) and each other class or series of the Corporation’s capital stock outstanding or established after the Effective Date, the terms of which other class or series do not expressly provide that it ranks on a parity with or senior to the

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Redeemable Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (such other classes and series of capital stock collectively referred to as “Junior Securities”). The Corporation shall have the right to authorize, establish and/or issue additional shares or classes or series of Junior Securities without the consent of the Holders.

Section 3.                  Definitions. Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

(a)                                 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. As used in this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of securities, partnership interests or by contract or otherwise.

(b)                                 “Articles of Incorporation” has the meaning set forth in the preamble hereto.

(c)                                  “Beneficial Owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this Certificate of Designation, such Person or group shall be deemed to have “beneficial ownership” of all shares that any such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

(d)                                 “Board of Directors” has the meaning set forth in the preamble hereto.

(e)                                  “Business Day” means any day other than a Saturday, Sunday or any other day on which banks in New York City, New York are generally required or authorized by law to be closed.

(f)                                   “Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of the Corporation, including any Common Stock or any series of preferred stock of the Corporation, but excluding any debt securities convertible into such equity.

(g)                                  “Certificate of Designation” has the meaning set forth in the preamble hereto.

(h)                                 “Common Stock” has the meaning set forth in Section 2.

(i)                                     “Continuing Director” means any member of the Board of Directors who (i) was a member of the Board of Directors as of the effective date of this Certificate of Designation or (ii) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election or appointment.

(j)                                    “Corporation” has the meaning set forth in the preamble hereto.

(k)                                 “Effective Date” means the date on which shares of the Redeemable Preferred Stock are first issued.

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(l)                                     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

(m)                             “Fundamental Change” means one of the following:

(i)             a “person” or “group” (other than any “person” or “group” that includes either Holder or any of its respective Affiliates) within the meaning of Section 13d of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate Beneficial Owner of common equity of the Corporation representing more than 50% of the voting power of the outstanding Voting Stock;

(ii)          the occurrence of the consummation of any consolidation or merger of the Corporation or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, with, into or to any Person other than one or more of the Corporation’s subsidiaries or any Holder or any of its respective Affiliates, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the continuing or surviving Person immediately after the transaction; or

(iii)       a majority of the members of the Board of Directors are not Continuing Directors.

(n)                                 “Holder” means, as of any date, each Person in whose name the shares of the Redeemable Preferred Stock are registered as of such date, which Person may be treated by the Corporation as the absolute owner of such shares of Redeemable Preferred Stock for any and all purposes, including, without limitation, for the purpose of making payment and settling redemptions.

(o)                                 “Liquidation Preference” has the meaning set forth in Section 1.

(p)                                 “Liquidation Transaction” has the meaning set forth in Section 5(a).

(q)                                 “Market Value” means the aggregate market value of the Corporation’s outstanding Capital Stock , on any day, calculated on a per share value as follows:  (i) if the Common Stock is not then listed on a national securities exchange the volume weighted average price per share of Common Stock (as reported on the exchange, market or quotation system on which shares of Common Stock are admitted to trading or listed) for the five consecutive trading days ending on the Business Day prior to such exercise, (ii) if the Common Stock is then listed on a national securities exchange, the last sale price in respect of the Common Stock on the national securities exchange on which the Common Stock is then listed at the close of trading on the Business Day prior to such exercise or (iii) if not so available, Market Value shall be determined as follows: (A) if the parties hereto can agree on the Market Value, such agreed upon value shall constitute the Market Value; (B) if the parties cannot reach an agreement as to the

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Market Value within five Business Days from the onset of negotiations, then the Appraised Value (as defined below) shall constitute the Market Value.  “Appraised Value” as of any date herein shall mean the value of a share of Common Stock as of such date as determined by a nationally recognized valuation or appraisal firm (an “Appraiser”) selected jointly by Holders holding a majority of the Redeemable Preferred Stock (the “Majority Holders”) and the Company.  If the Company and the Majority Holders cannot agree on a mutually acceptable Appraiser, then the Company and the Majority Holders shall each choose one such Appraiser and the respective chosen firms shall jointly select a third Appraiser, which shall make the determination.  The Company and the Holders shall each pay half of the costs and fees of each such Appraiser, and the decision of the Appraiser making such determination of Appraised Value shall be final and binding on the Company and all affected holders of Redeemable Preferred Stock.  No discount shall be applied on account of any lack of liquidity of the Common Stock.