SECURITY AGREEMENTSecurity Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This SECURITY AGREEMENT, dated as of June 13, 2008 (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 11% Senior Secured Convertible Debentures due June 13, 2010 and issued on or about June 13, 2008 in the original aggregate principal amount of up to $3,333,333 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
SUBSIDIARY GUARANTEE, dated as of June 13, 2008 (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 Securities Purchase Agreement, dated as of the date hereof, between ICP Solar Technologies, Inc., a Nevada corporation (the “Company”) and the Purchasers.
ContractICP Solar Technologies Inc. • June 17th, 2008 • Semiconductors & related devices
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement”), dated as of June 13, 2008, 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 individuals or entities identified by the Company, subject to the approval of the Lead Investor (as defined below), such approval which shall not be unreasonably withheld.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (this "Agreement"), dated as of June 13, 2008, by and between ICP Solar Technologies, Inc., a Nevada corporation (the "Company"), and each buyer identified on the Schedule of Buyers attached hereto (collectively, the “BUYERS” and each individually, the “BUYER”).
LOCKUP AGREEMENTLockup Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This AGREEMENT (the "Agreement") is made as of the 13 day of June, 2008, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of ICP Solar Technologies, Inc., a Nevada corporation (the "Company").
ESCROW AGREEMENTEscrow Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This Agreement is dated as of the 10th day of June, 2008 among ICP Solar Technologies, Inc.a Nevada corporation (the "Company"), the Buyers identified on the Schedule of Buyers attached as Schedule A hereto (each a “Buyer” and collectively “Buyers”), and the law firm of Burns & Levinson LLP (the "Escrow Agent"):
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 17th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices
This INTELLECTUAL PROPERTY SECURITY AGREEMENT ("Agreement") is made this 13th day of June, 2008 by and between ICP Solar Technologies, Inc., a Nevada corporation, having its principal office at 7075 Place Robert-Joncas, Unit 131, Montreal H4M272, Phone: 514-270-5770, Fax: (514) 270-3677, (“Grantor”), BridgePointe Master Fund Ltd., a Cayman Islands Exempted Company, having its principal office at 1120 Sanctuary Parkway, Suite 325, Alpharetta, GA 30004, Gemini Master Fund, Ltd., a Cayman Islands Company, 135 Liverpool Drive, Suite C, Cardiff, CA 92007 and Platinum Long Term Growth VI, LLC, 152 West 57th Street, 4th Floor, New York, NY 10019 (each a “Grantee,” and collectively the “Grantees”).
