0001083742-08-000032 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 17, 2008, by and among INTREPID TECHNOLOGY AND RESOURCES, INC., an Idaho corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Irrevocable Transfer Agent Instructions • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals

THIS IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (this “Agreement”), dated as of June 17, 2008, by and among INTREPID TECHNOLOGY & RESOURCES, INC., an Idaho corporation (the “Company”), COLUMBIA STOCK TRANSFER COMPANY (the “Transfer Agent”) and YA GLOBAL INVESTMENTS, L.P. a Cayman Island exempted limited partnership (individually, a “Buyer” or collectively “Buyers”).

ESCROW AGREEMENT
Escrow Agreement • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

This ESCROW AGREEMENT (the “Agreement”) is made and entered into on June 17, 2008, by and among INTREPID TECHNOLOGY AND RESOURCES INC. (the "Company"), YA GLOBAL INVESTMENTS, L.P., (the “Buyer”), YORKVILLE ADVISORS, LLC (“Investment Manager”), and DAVID GONZALEZ, ESQ., as escrow agent (the “Escrow Agent”). The Company, the Buyer, and Yorkville may be referred to individually as a “Party” or collectively as the “Parties.” All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Securities Purchase Agreement dated June 17, 2008, entered into by and between the Company and the Buyer (the “Securities Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 17, 2008, by and among INTREPID TECHNOLOGY AND RESOURCES, INC., an Idaho corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

AMENDMENT NO. 1 TO SECURITY AGREEMENT
Security Agreement • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals

This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment”), is made effective as of June 17, 2008 (the “Effective Date”), by and between Intrepid Technology and Resources, Inc., a Idaho corporation with its principal place of business located at 501 West Broadway – Suite 200 Idaho Falls, Idaho 83402 (the “Company”), the undersigned subsidiaries of the Company (each a “Guarantor” and collectively together with the Company, the “Grantors”) and YA Global Investments, L.P. (the “Secured Party”) with reference to the following recitals:

AMENDMENT NO. 1 TO GUARANTY
Guaranty • June 20th, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals

This AMENDMENT NO. 1 TO GUARANTY (this “Amendment”), is made effective as of June 17, 2008 (the “Effective Date”), by and between the undersigned subsidiaries of the Intrepid Technology and Resources, Inc., (the “Company”) (each a “Guarantor” and collectively, the “Guarantors”), and YA Global Investments, L.P. (the “Secured Party”) with reference to the following recitals:

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