0001204459-09-001897 Sample Contracts

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • October 14th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York

SUBSIDIARY GUARANTEE, dated as of October 8, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers” or the “Secured Parties”) to that certain Line of Credit Agreement, dated as of the date hereof, between ICP Solar Technologies, Inc., a Nevada corporation (the “Company”) and the Purchasers.

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SECURITY AGREEMENT FOR GRID NOTES
Security Agreement for Grid Notes • October 14th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices

This SECURITY AGREEMENT FOR GRID NOTES, dated as of October 8, 2009 (this “Agreement”), is among ICP Solar Technologies, Inc., a Nevada corporation (the “Company”), all of the active Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Grid Notes due October 1, 2010 and issued from time to time pursuant to the Line of Credit Agreement dated October 8, 2009 (the “Line of Credit Agreement”), in the original aggregate principal amount of up to $888,000 (collectively, the “Grid Notes”) signatory hereto, their endorsees, transferees and assigns.

LINE OF CREDIT AGREEMENT
Line of Credit Agreement • October 14th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York

LINE OF CREDIT AGREEMENT ("Agreement,"), dated as of October 8, 2009, by and among ICP Solar Technologies, Inc., a Nevada corporation, ("Company"), and each buyer listed on the Schedule of Buyers attached hereto that has executed this Agreement (each, including its successors and assigns, a “Buyer” and collectively the “Buyers”). Buyers may include only parties that were among the Initial Buyers (as defined below).

LOCKUP AGREEMENT
Lockup Agreement • October 14th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York

This AGREEMENT (the "Agreement") is made as of the 8th day of October, 2009, by the signatory hereto (the "Holder"), in connection with his ownership of shares of ICP Solar Technologies, Inc., a Nevada corporation (the "Company").

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