ESCROW AGREEMENT
THIS
ESCROW AGREEMENT
(this
“Agreement”)
is
made and entered into as of August 9, 2006 by INTREPID
TECHNOLOGY & RESOURCES, INC.,
an Idaho
corporation (the “Company”);
CORNELL
CAPITAL PARTNERS, LP,
a
Delaware limited partnership (the “Investor”);
and
XXXXXX
& XXXXXX, LLP
(the
“Escrow
Agent”).
BACKGROUND
WHEREAS,
the
Company and the Investor have entered into an Standby Equity Distribution
Agreement (the “Standby
Equity Distribution Agreement”)
dated
as of March 10, 2005, pursuant to which the Investor will purchase the
Company’s Common Stock, par value US$0.005 per share (the “Common
Stock”),
at a
price per share equal to the Purchase Price, as that term is defined in the
Standby Equity Distribution Agreement, for an aggregate price of up to Twenty
Five Million U.S. Dollars ($25,000,000). The Standby Equity Distribution
Agreement provides that on each Advance Date the Investor, as that term is
defined in the Standby Equity Distribution Agreement, shall deposit the Advance
pursuant to the Advance Notice in a segregated escrow account to be held by
Escrow Agent and the Company shall deposit shares of the Company’s Common Stock,
which shall be purchased by the Investor as set forth in the Standby Equity
Distribution Agreement, with the Escrow Agent, in order to effectuate a
disbursement to the Company of the Advance by the Escrow Agent and a
disbursement to the Investor of the shares of the Company’s Common Stock by
Escrow Agent at a closing to be held as set forth in the Standby Equity
Distribution Agreement (the “Closing”).
WHEREAS,
Escrow
Agent has agreed to accept, hold, and disburse the funds and the shares of
the
Company’s Common Stock deposited with it in accordance with the terms of this
Agreement.
WHEREAS,
in
order to establish the escrow of funds and shares to effect the provisions
of
the Standby Equity Distribution Agreement, the parties hereto have entered
into
this Agreement.
NOW
THEREFORE,
in
consideration of the foregoing, it is hereby agreed as follows:
1. Definitions.
The
following terms shall have the following meanings when used herein:
a. “Escrow
Funds”
shall
mean the Advance funds deposited with the Escrow Agent pursuant to this
Agreement.
b. “Joint
Written Direction” shall
mean a written direction
executed by the Investor and the Company directing Escrow Agent to disburse
all
or a portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.
c. “Common
Stock Joint Written Direction”
shall
mean a written direction
executed by the Investor and the Company directing Investor’s Counsel to
disburse all or a portion of the shares of the Company’s Common Stock or to
refrain from taking any action pursuant to this Agreement.
2. Appointment
of and Acceptance by Escrow Agent.
a. The
Investor and the Company hereby appoint Escrow Agent to serve as Escrow Agent
hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
wire transfer of the Escrow Funds in accordance with Section 3 below, agrees
to
hold, invest and disburse the Escrow Funds in accordance with this
Agreement.
b. The
Investor and the Company hereby appoint the Escrow Agent to serve as the holder
of the shares of the Company’s Common Stock which shall be purchased by the
Investor. The Escrow Agent hereby accepts such appointment and, upon receipt
via
D.W.A.C or the certificates representing of the shares of the Company’s Common
Stock in accordance with Section 3 below, agrees to hold and disburse the shares
of the Company’s Common Stock in accordance with this Agreement.
3. Creation
of Escrow Account/Common Stock Account.
a. On
or
prior to the date of this Agreement the Escrow Agent shall establish an escrow
account for the deposit of the Escrow Funds entitled as follows: Intrepid
Technology & Resources, Inc./Cornell Capital Partners, LP. The Investor will
wire funds to the account of the Escrow Agent as follows:
|
Bank:
|
Wachovia,
N.A. of New Jersey
|
|
Routing
#:
|
000000000
|
|
Account
#:
|
2000013292968
|
|
Name
on Account:
|
Xxxxxx
& Xxxxxx Attorney Trust Account
|
|
Name
on Sub-Account:
|
Intrepid
Technology & Resources, Inc./Cornell Capital Partners, LP Escrow
account
|
b. On
or
prior to the date of this Agreement the Escrow Agent shall establish an account
for the D.W.A.C. of the shares of Common Stock. The Company will D.W.A.C. shares
of the Company’s Common Stock to the account of the Escrow Agent as
follows:
|
Brokerage
Firm:
|
Xxxxx
Securities Corp.
|
|
Clearing
House:
|
Fiserv
|
|
Account
#:
|
00000000
|
|
DTC
#:
|
0632
|
|
Name
on Account:
|
Xxxxx
Xxxxxxxx Escrow Account
|
2
4. Deposits
into the Escrow Account.
The
Investor agrees that it shall promptly deliver all monies for the payment of the
Common Stock to the Escrow Agent for deposit in the Escrow Account.
5. Disbursements
from the Escrow Account.
a. At
such
time as Escrow Agent has collected and deposited instruments of payment in
the
total amount of the Advance and has received such Common Stock via D.W.A.C
from
the Company which are to be issued to the Investor pursuant to the Standby
Equity Distribution Agreement, the Escrow Agent shall notify the Company and
the
Investor. The Escrow Agent will continue to hold such funds until the Investor
and Company execute and deliver a Joint Written Direction directing the Escrow
Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which
time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing
such funds, Escrow Agent is authorized to rely upon such Joint Written Direction
from Company and may accept any signatory from the Company listed on the
signature page to this Agreement and any signature from the Investor that Escrow
Agent already has on file. Simultaneous with delivery of the executed Joint
Written Direction to the Escrow Agent the Investor and Company shall execute
and
deliver a Common Stock Joint Written Direction to the Escrow Agent directing
the
Escrow Agent to release via D.W.A.C to the Investor the shares of the Company’s
Common Stock. In releasing such shares of Common Stock the Escrow Agent is
authorized to rely upon such Common Stock Joint Written Direction from Company
and may accept any signatory from the Company listed on the signature page
to
this Agreement and any signature from the Escrow Agent has on file.
In
the
event the Escrow Agent does not receive the amount of the Advance from the
Investor or the shares of Common Stock to be purchased by the Investor from
the
Company, the Escrow Agent shall notify the Company and the Investor.
In
the
event that the Escrow Agent has not received the Common Stock to be purchased
by
the Investor from the Company, in no event will the Escrow Funds be released
to
the Company until such shares are received by the Escrow Agreement. For purposes
of this Agreement, the term "Common Stock certificates” shall mean Common Stock
certificates to be purchased pursuant to the respective Advance Notice pursuant
to the Standby Equity Distribution Agreement.
6. Deposit
of Funds.
The Escrow Agent is hereby authorized to deposit the wire transfer proceeds
in
the Escrow Account.
7. Suspension
of Performance: Disbursement Into Court.
a. Escrow
Agent.
If at
any time, there shall exist any dispute between the Company and the Investor
with respect to holding or disposition of any portion of the Escrow Funds or
the
Common Stock or any other obligations of Escrow Agent hereunder, or if at any
time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction,
the proper disposition of any portion of the Escrow Funds or Escrow Agent’s
proper actions with respect to its obligations hereunder, or if the parties
have
not within thirty (30) days of the furnishing by Escrow Agent of a notice of
resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent
to
act hereunder, then Escrow Agent may, in its sole discretion, take either or
both of the following actions:
3
i. Suspend
the performance of any of its obligations (including without limitation any
disbursement obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow Funds in accordance
with Section 8 hereof; and/or
ii. Petition
(by means of an interpleader action or any other appropriate method) any court
of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.
iii. Escrow
Agent shall have no liability to the Company, the Investor, or any person with
respect to any such suspension of performance or disbursement into court,
specifically including any liability or claimed liability that may arise, or
be
alleged to have arisen, out of or as a result of any delay in the disbursement
of funds held in the Escrow Funds or any delay in with respect to any other
action required or requested of Escrow Agent.
8. Investment
of Escrow Funds
.
The
Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money
market account.
If
Escrow
Agent has not received a Joint Written Direction at any time that an investment
decision must be made, Escrow Agent may retain the Escrow Fund, or such portion
thereof, as to which no Joint Written Direction has been received, in a
non-interest bearing money market account.
9. Resignation
and Removal of Escrow Agent.
Escrow Agent may resign from the performance of its duties hereunder at any
time
by giving thirty (30) days’ prior written notice to the parties or may be
removed, with or without cause, by the parties, acting jointly, by furnishing
a
Joint Written Direction to Escrow Agent, at any time by the giving of ten (10)
days’ prior written notice to Escrow Agent as provided herein below. Upon any
such notice of resignation or removal, the representatives of the Investor
and
the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital and surplus
in excess of US$10,000,000.00. Upon the acceptance in writing of any appointment
of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken
as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
Agent’s resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
shall
transmit all records pertaining to the Escrow Funds and shall pay all funds
held
by it in the Escrow Funds to the successor Escrow Agent, after making copies
of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of
its
duties and the exercise of its rights hereunder.
4
10. Liability
of Escrow Agent.
a. Escrow
Agent shall have no liability or obligation with respect to the Escrow Funds
except for Escrow Agent’s willful misconduct or gross negligence. Escrow Agent’s
sole responsibility shall be for the safekeeping, investment, and disbursement
of the Escrow Funds in accordance with the terms of this Agreement. Escrow
Agent
shall have no implied duties or obligations and shall not be charged with
knowledge or notice or any fact or circumstance not specifically set forth
herein. Escrow Agent may rely upon any instrument, not only as to its due
execution, validity and effectiveness, but also as to the truth and accuracy
of
any information contained therein, which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.
In
no event shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited, this Agreement or the Standby
Equity Distribution Agreement, or to appear in, prosecute or defend any such
legal action or proceeding. Escrow Agent may consult legal counsel selected
by
it in the event of any dispute or question as to construction of any of the
provisions hereof or of any other agreement or its duties hereunder, or relating
to any dispute involving any party hereto, and shall incur no liability and
shall be fully indemnified from any liability whatsoever in acting in accordance
with the opinion or instructions of such counsel. The Company and the Investor
jointly and severally shall promptly pay, upon demand, the reasonable fees
and
expenses of any such counsel and Escrow Agent is hereby authorized to pay such
fees and expenses from funds held in escrow.
b. The
Escrow Agent is hereby authorized, in its sole discretion, to comply with orders
issued or process entered by any court with respect to the Escrow Funds, without
determination by the Escrow Agent of such court’s jurisdiction in the matter. If
any portion of the Escrow Funds is at any time attached, garnished or levied
upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such property shall be stayed or enjoined by
any
court order, or in any case any order judgment or decree shall be made or
entered by any court affecting such property or any part thereof, then and
in
any such event, the Escrow Agent is authorized, in its sole discretion, to
rely
upon and comply with any such order, writ judgment or decree which it is advised
by legal counsel selected by it, binding upon it, without the need for appeal
or
other action; and if the Escrow Agent complies with any such order, writ,
judgment or decree, it shall not be liable to any of the parties hereto or
to
any other person or entity by reason of such compliance even though such order,
writ judgment or decree may be subsequently reversed, modified, annulled, set
aside or vacated.
5
11. Indemnification
of Escrow Agent.
From and at all times after the date of this Agreement, the parties jointly
and
severally, shall, to the fullest extent permitted by law and to the extent
provided herein, indemnify and hold harmless Escrow Agent and each director,
officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
the “Indemnified Parties”)
against any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorney’s fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, or proceeding
(including any inquiry or investigation) by any person, including without
limitation the parties to this Agreement, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any person under
any
statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise,
arising from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any transaction
contemplated herein, whether or not any such Indemnified Party is a party to
any
such action or proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the
right
to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted solely
from the gross negligence or willful misconduct of such Indemnified Party.
If
any such action or claim shall be brought or asserted against any Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Investor
hereunder in writing, and the and the Company shall assume the defense thereof,
including the employment of counsel and the payment of all expenses. Such
Indemnified Party shall, in its sole discretion, have the right to employ
separate counsel (who may be selected by such Indemnified Party in its sole
discretion) in any such action and to participate and to participate in the
defense thereof, and the fees and expenses of such counsel shall be paid by
such
Indemnified Party, except that the Investor and/or the Company shall be required
to pay such fees and expense if (a) the Investor or the Company agree to pay
such fees and expenses, or (b) the Investor and/or the Company shall fail to
assume the defense of such action or proceeding or shall fail, in the sole
discretion of such Indemnified Party, to employ counsel reasonably satisfactory
to the Indemnified Party in any such action or proceeding, (c) the Investor
and
the Company are the plaintiff in any such action or proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded parties) include both Indemnified Party the Company and/or the
Investor and Indemnified Party shall have been advised by counsel that there
may
be one or more legal defenses available to it which are different from or
additional to those available to the Company or the Investor. The Investor
and
the Company shall be jointly and severally liable to pay fees and expenses
of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement,
and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.
6
12. Expenses/Fees
of Escrow Agent.
Except as set forth in Section 11 the Company shall reimburse Escrow Agent
for
all of its reasonable out-of-pocket expenses, including attorneys’ fees, travel
expenses, telephone and facsimile transmission costs, postage (including express
mail and overnight delivery charges), copying charges and the like as outlined
in Section 12.4 of the Standby Equity Distribution Agreement dated the date
hereof. In addition, the Escrow Agent shall be paid a fee of $2,500 in
consideration for acting as Escrow Agent. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under
this
Section shall survive any termination of this Agreement and the resignation
or
removal of Escrow Agent.
13. Warranties.
a. The
Investor makes the following representations and warranties to the Escrow
Agent:
i. The
Investor has full power and authority to execute and deliver this Agreement
and
to perform its obligations hereunder.
ii. This
Agreement has been duly approved by all necessary action of the Investor,
including any necessary approval of the limited partner of the Investor, has
been executed by duly authorized officers of the Investor’s general partner,
enforceable in accordance with its terms.
iii. The
execution, delivery, and performance of the Investor of this Agreement will
not
violate, conflict with, or cause a default under the agreement of limited
partnership of the Investor, any applicable law or regulation, any court order
or administrative ruling or degree to which the Investor is a party or any
of
its property is subject, or any agreement, contract, indenture, or other binding
arrangement.
iv. Xxxx
X.
Xxxxxx has been duly appointed to act as the representative of Investor
hereunder and has full power and authority to execute, deliver, and perform
this
Agreement, to execute and deliver any Joint Written Direction, to amend, modify,
or waive any provision of this Agreement, and to take any and all other actions
as the Investor’s representative under this Agreement, all without further
consent or direction form, or notice to, the Investor or any other
party.
v. No
party
other than the parties hereto have, or shall have, any lien, claim or security
interest in the Escrow Funds or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a security
interest in or describing (whether specifically or generally) the Escrow Funds
or any part thereof.
vi. All
of
the representations and warranties of the Investor contained herein are true
and
complete as of the date hereof and will be true and complete at the time of
any
disbursement from the Escrow Funds.
b. The
Company makes the following representations and warranties to Escrow Agent
and
the Investor:
i. The
Company is
a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Idaho, and has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.
7
ii. This
Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by
duly
authorized officers of the Company, enforceable in accordance with its
terms.
iii. The
execution, delivery, and performance by the Company of this Escrow Agreement
is
in accordance with the Standby Equity Distribution Agreement and will not
violate, conflict with, or cause a default under the articles of incorporation
or bylaws of the Company, any applicable law or regulation, any court order
or
administrative ruling or decree to which the Company is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding
arrangement.
iv. Xx.
Xxxxxx X. Xxxxxx has been duly appointed to act as the representative of the
Company hereunder and has full power and authority to execute, deliver, and
perform this Agreement, to execute and deliver any Joint Written Direction,
to
amend, modify or waive any provision of this Agreement and to take all other
actions as the Company’s Representative under this Agreement, all without
further consent or direction from, or notice to, the Company or any other
party.
v. No
party
other than the parties hereto shall have, any lien, claim or security interest
in the Escrow Funds or any part thereof. No financing statement under the
Uniform Commercial Code is on file in any jurisdiction claiming a security
interest in or describing (whether specifically or generally) the Escrow Funds
or any part thereof.
vi. All
of
the representations and warranties of the Company contained herein are true
and
complete as of the date hereof and will be true and complete at the time of
any
disbursement from the Escrow Funds.
14. Consent
to Jurisdiction and Venue.
In the event that any party hereto commences a lawsuit or other proceeding
relating to or arising from this Agreement, the parties hereto agree that the
United States District Court for the District of New Jersey shall have the
sole
and exclusive jurisdiction over any such proceeding. If all such courts lack
federal subject matter jurisdiction, the parties agree that the Superior Court
Division of New Jersey, Chancery Division of Xxxxxx County shall have sole
and
exclusive jurisdiction. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue. The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.
15. Notice.
All notices and other communications hereunder shall be in writing and shall
be
deemed to have been validly served, given or delivered five (5) days after
deposit in the United States mail, by certified mail with return receipt
requested and postage prepaid, when delivered personally, one (1) day delivery
to any overnight courier, or when transmitted by facsimile transmission and
addressed to the party to be notified as follows:
8
|
If
to Investor, to:
|
Cornell
Capital Partners, LP
|
|
000
Xxxxxx Xxxxxx - Xxxxx 0000
|
|
|
Xxxxxx
Xxxx, Xxx Xxxxxx 00000
|
|
|
Attention: Xxxx
Xxxxxx
|
|
|
Facsimile: (000)
000-0000
|
|
|
If
to Escrow Agent, to:
|
Xxxxxx
& Xxxxxx, LLP
|
|
000
Xxxxx 0, Xxxxx 000
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
Telephone: (000)
000-0000
|
|
|
Facsimile: (000)
000-0000
|
|
|
If
to Company, to:
|
Intrepid
Technology & Resources, Inc.
|
|
000
Xxxx Xxxxxxxx - Xxxxx 000
|
|
|
Xxxxx
Xxxxx, XX 00000
|
|
|
Attention: Xx.
Xxxxxx X. Xxxxxx
|
|
|
Telephone: (000)
000-0000
|
|
|
Facsimile: (000)
000-0000
|
|
|
With
a copy to:
|
Xxxxxxxxxxx
& Xxxxxxxx Xxxxxxxxx Xxxxxx LLP
|
|
000
Xxxxx Xxxxxxxx Xxxxxxxxx - Xxxxx 0000
|
|
|
Xxxxx,
XX 00000-0000
|
|
|
Attention: Xxxxxxx
X. Xxxxxx, Esq.
|
|
|
Telephone: (000)
000-0000
|
|
|
Facsimile: (000)
000-0000
|
Or
to
such other address as each party may designate for itself by like
notice.
16. Amendments
or Waiver.
This Agreement may be changed, waived, discharged or terminated only by a
writing signed by the parties of the Escrow Agent. No delay or omission by
any
party in exercising any right with respect hereto shall operate as waiver.
A
waiver on any one occasion shall not be construed as a bar to, or waiver of,
any
right or remedy on any future occasion.
17. Severability.
To the extent any provision of this Agreement is prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition, or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
18. Governing
Law.
This Agreement shall be construed and interpreted in accordance with the
internal laws of the State of New Jersey without giving effect to the conflict
of laws principles thereof.
19. Entire
Agreement.
This Agreement constitutes the entire Agreement between the parties relating
to
the holding, investment, and disbursement of the Escrow Funds and sets forth
in
their entirety the obligations and duties of the Escrow Agent with respect
to
the Escrow Funds.
9
20. Binding
Effect.
All of the terms of this Agreement, as amended from time to time, shall be
binding upon, inure to the benefit of and be enforceable by the respective
heirs, successors and assigns of the Investor, the Company, or the Escrow
Agent.
21. Execution
of Counterparts.
This Agreement and any Joint Written Direction may be executed in counter parts,
which when so executed shall constitute one and same agreement or
direction.
22. Termination.
Upon the first to occur of the termination of the Standby Equity Distribution
Agreement dated the date hereof or the disbursement of all amounts in the Escrow
Funds and Common Stock into court pursuant to Section 7 hereof, this Agreement
shall terminate and Escrow Agent shall have no further obligation or liability
whatsoever with respect to this Agreement or the Escrow Funds or Common
Stock.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
10
IN
WITNESS WHEREOF
the
parties have hereunto set their hands and seals the day and year above set
forth.
|
INTREPID
TECHNOLOGY & RESOURCES, INC.
|
|
|
By:
/s/ Xx. Xxxxxx X. Xxxxxx
|
|
|
Name:
Xx. Xxxxxx X. Xxxxxx
|
|
|
Title: President
& CEO
|
|
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CORNELL
CAPITAL PARTNERS, LP
|
|
|
By: Yorkville
Advisors, LLC
|
|
|
Its: General
Partner
|
|
|
By:
/s/ Xxxx X. Xxxxxx
|
|
|
Name: Xxxx
X. Xxxxxx
|
|
|
Title: Portfolio
Manager
|
|
|
XXXXXX
& XXXXXX, LLP
|
|
|
By: /s/
Xxxxx X. Xxxxxx, Esq.
|
|
|
Name: Xxxxx
X. Xxxxxx, Esq.
|
|
|
Title: Partner
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11
