0001144204-08-020474 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of March 28, 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 • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals

THIS IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (this “Agreement”), dated as of March 28, 2008, by and among INTREPID TECHNOLOGY AND 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”).

GUARANTY
Guaranty Agreement • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

This GUARANTY AGREEMENT (this “Agreement”), dated as of March 28, 2008 is made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).

SECURITY AGREEMENT
Security Agreement • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 28, 2008, by and among INTREPID TECHNOLOGY AND RESOURCES, INC., an Idaho corporation with its principal place of business located at 501 West Broadway - Suite 200 Idaho Falls, Idaho 83402 (the “Company”), and the undersigned subsidiaries of the Company (each a “Guarantor” and collectively together with the Company, the “Grantors”), in favor YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).

AMENDMENT TO WARRANT ISSUED DECEMBER 1, 2005
Amendment Agreement • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of March 28, 2008, between INTREPID TECHNOLOGY AND RESOURCES, INC., a corporation organized and existing under the laws of the State of Idaho (the “Company”), and YA GLOBAL INVESTMENTS, L.P. a Cayman Island exempted limited partnership (the “Holder”).

ESCROW AGREEMENT
Escrow Agreement • April 3rd, 2008 • Intrepid Technology & Resources, Inc. • Industrial organic chemicals • New Jersey

This ESCROW AGREEMENT (the “Agreement”) is made and entered into on March 28, 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 March 28, 2008 entered into by and between the Company and the Buyer (the “Securities Purchase Agreement”).

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