0001193125-08-090300 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 25th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS INDEMNIFICATION AGREEMENT, dated as of April , 2008, is made by and between Intrepid Potash, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).

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EXCHANGE AGREEMENT
Exchange Agreement • April 25th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS EXCHANGE AGREEMENT dated as of April 21, 2008 (this “Agreement”), is between Intrepid Potash, Inc., a Delaware corporation (“Intrepid Potash”), and Intrepid Mining LLC, a Delaware limited liability company (“Intrepid Mining”). Certain terms used in this Agreement are defined in Section 1.1.

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