AMENDMENT NO. 1
TO SECURITY
AGREEMENT
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:
A.
Secured Party and the Grantors entered into that
certain Security Agreement, dated March 28, 2008 (the “
Master Agreement ”).
B.
Contemporaneously with the execution of this
Amendment, the Secured Party and the Company are entering into a
Securities Purchase Agreement (the “ SPA
”) pursuant to which the Company shall issue and sell to the
Secured Party additional secured debentures (the “
Additional Debentures ”).
C.
To induce the Secured Party to execute and deliver
the SPA and purchase the Additional Debentures, the Grantors have
agreed to amend the Master Agreement to provide certain amendments
to the Master Agreement to specifically include the Additional
Debentures as part of the “Obligations” as defined in
the Master Agreement.
FOR GOOD AND VALUABLE CONSIDERATION , the
receipt and sufficiency of which is hereby acknowledged, Secured
Party and the Company agree as follows:
1.
Convertible Debentures . The
Definition of the term “Convertible Debentures” as
used in the Master Agreement shall hereinafter include the
Additional Debentures.
2.
Transaction Documents .
The Definition of the term “Transaction
Documents” as used in the Master Agreement shall
hereinafter include the Additional Debentures and the SPA
entered into on the date hereof.
3.
Obligations Secured . The
definition of the term “Obligations” as used in the
Master Agreement shall specifically include all the obligations
of the Company to the Secured Party under the Additional
Debentures.
4.
Financing Statements . The Grantors
hereby irrevocably authorize the Secured Party, at any time and
from time to time to file in any filing office in any
jurisdiction any initial financing statements and am
