EXHIBIT 99.2
AMENDMENT NUMBER 1
TO
STANDBY EQUITY DISTRIBUTION AGREEMENT
This Amendment to the Standby Equity Distribution Agreement (the
"Amendment"), effective as of this 8th day of December 2004, is by and among
Intrepid Technology & Resources, Inc. (the "Company") and Cornell Capital
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Partners, LP ("the Investor").
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WHEREAS, the Company and the Investor entered into that certain Standby
Equity Distribution Agreement on October 13, 2004 (the "Agreement"); and
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WHEREAS, both parties desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree to amend the Agreement as follows:
I. AMENDMENTS.
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A. SECTION 6.8. Section 6.8 of the Agreement is deleted in its
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entirety and the following language shall replace Section 6.8 of the Agreement:
Section 6.8 Restriction on Sale of Capital Stock. During the
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Commitment Period, the Company shall not issue or sell (i) any Common Stock or
Preferred Stock without consideration or for a consideration per share less than
the bid price of the Common Stock determined immediately prior to its issuance,
(ii) issue or sell any Preferred Stock warrant, option, right, contract, call,
or other security or instrument granting the holder thereof the right to acquire
Common Stock without consideration or for a consideration per share less than
such Common Stock's Bid Price determined immediately prior to its issuance, or
(iii) file any registration statement on Form S-8. Notwithstanding the
foregoing restriction, the Company may file one (1) registration statement on
Form S-8 (the "Permitted Form S-8 Registration") for 1,000,000 shares, provided
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however, the Company shall not issue or grant any shares pursuant to the
Permitted Form S-8 Registration for at least six (6) months after the Effective
Date of the Registration Statement.
II. MISCELLANEOUS.
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A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full force
and effect.
B. This Amendment is made pursuant to and in accordance with the terms
and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
D. All provisions in the Agreement and any amendments, schedules or
exhibits thereto in conflict with this Amendment shall be and hereby
are changed to conform to this Amendment.
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IN WITNESS WHEREOF, the parties to this Amendment have caused the execution
of this Amendment as of the day and year first above written.
COMPANY:
INTREPID TECHNOLOGY & RESOURCES, INC.
By: /s/Dr. Dennis D. Keiser
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Name: Dr. Dennis D. Keiser
Title: President & CEO
CORNELL
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: /s/Mark Angelo
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Name: Mark Angelo
Title: Portfolio Manager
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