Amended and Restated SECURITY AGREEMENTSecurity Agreement • January 7th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This Amended and Restated SECURITY AGREEMENT, dated as of December 31, 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”). This Agreement amends and restates the Security Agreement originally dated as of June 13, 2008.
SUBSIDIARY GUARANTEESubsidiary 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.
ContractWarrant Agreement • January 7th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
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”).
ContractWarrant Agreement • January 30th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND THE OTHER RESTRICTIONS CONTAINED IN THIS WARRANT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2009 • 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”). This amended and restated Agreement is dated as of December 31, 2008 and amends and restates the Registration Rights Agreement originally dated as of June 13, 2008.
LIMITED RECOURSE GUARANTEELimited Recourse Guarantee • July 11th, 2006 • Fc Financial Services Inc • Personal credit institutions • Ontario
This Limited Recourse Guarantee dated as of July 4, 2006 made by and among SASS M. PERESS, PERESS FAMILY TRUST, ARLENE ADES and JOEL COHEN (the “Guarantors”) to and in favour of FC FINANCIAL SERVICES INC. (the “Lender”) as lender under the Loan Agreement (as hereinafter defined).
AMENDMENT TO THE SHARE PURCHASE AGREEMENT Dated May9th, 2007 BetweenShare Purchase Agreement • May 16th, 2007 • ICP Solar Technologies Inc. • Semiconductors & related devices
ICP SOLAR TECHNOLOGIES INC., a corporation duly formed under the laws of Canada with its principal office at: 7075 Place Robert-Joncas, Unit 131, Montreal, Quebec, Canada H4M 2Z2
SECURITY AGREEMENT FOR GRID NOTESSecurity Agreement • 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.
BINDING LETTER OF INTENT AND CONFIDENTIALITY AGREEMENT BETWEEN ICP Solar Technologies Inc. And Tejas Solares, SALetter of Intent and Confidentiality Agreement • December 20th, 2006 • ICP Solar Technologies Inc. • Semiconductors & related devices
This letter of intent is intended to be binding on both parties upon signature. The parties agree to finalize a definitive agreement which will expand on the business terms set out below within 30 days of the signing of this letter.
SECOND AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 5th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • British Columbia
ICP SOLAR TECHNOLOGIES INC., a corporation duly formed under the laws of Canada with its prinicpal office at 7075 place Robert-Joncas, Unit 131, Montreal, Quebec, Canada H4M 2Z2
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • July 11th, 2006 • Fc Financial Services Inc • Personal credit institutions
THIS AMENDMENT NO. 1 to the Loan Agreement dated May 16, 2006 between ICP SOLAR TECHNOLOGIES INC. (“ICP”) and FC FINANCIAL SERVICES INC. (“FC”) (the “Loan Agreement”) is entered into as of July 4, 2006 by FC and ICP.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2004 • Fc Financial Services Inc
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of FC Financial Services Inc (the "Company") at a price of $0.10 per share (the "Subscription Price").
LETTER OF INTENTLetter of Intent • January 18th, 2007 • ICP Solar Technologies Inc. • Semiconductors & related devices
This letter is intended to be binding on both parties. The parties agree to finalize a definitive agreement (the "Definitive Agreement"), which will expand on the business terms set out in section 1 below and employment agreements based on the employment terms set out in section 1.1 below, within 30 days of the signing of this letter.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 3rd, 2010 • ICP Solar Technologies Inc. • Semiconductors & related devices • Nevada
This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of this 28th day of January, 2010, by and among EPOD Solar Inc., a corporation organized under the laws of the province of British Columbia, Canada (“EPOD”), EPOD Industries Inc., a corporation organized under the laws of British Columbia (“EPOD Industries”), (collectively the “Sellers”), and ICP Solar Technologies Inc., a Nevada corporation (“ICP” or the “Buyer”) (each party to this Agreement individually referred to as the “Party” and collectively referred to as the “Parties”).
WAIVER AND AGREEMENTAmendment Agreement • September 23rd, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices
This Amendment Agreement (the “Agreement”), dated as of September 17, 2009, is by and among ICP Solar Technologies, Inc., a Nevada corporation (the “Company”) and the investors signatory hereto (each, a “Buyer” and collectively, the “Buyers”).
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").
RBC Royal BankCredit Facilities Agreement • October 23rd, 2006 • Fc Financial Services Inc • Personal credit institutions • Quebec
SHARE PLEDGE AGREEMENTShare Pledge Agreement • May 22nd, 2006 • Fc Financial Services Inc • Personal credit institutions • Ontario
NOW THEREFORE, in consideration of the foregoing premises, the sum of $10.00 in lawful money of Canada now paid by the Creditor to the Pledgors and other good and valuable consideration delivered by the Creditor to the Pledgors, the receipt and sufficiency of which is hereby acknowledged by the Pledgors, the Pledgors hereby agree as follows:
LOCKUP AGREEMENTLockup Agreement • September 23rd, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • New York
This AGREEMENT (the "Agreement") is made as of September 17, 2009, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of ICP Solar Technologies, Inc., a Nevada corporation (the "Company").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 24th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices • Nevada
AMONG : ICP SOLAR TECHNOLOGIES INC., a corporation duly formed under the laws of Nevada with its principal office at 7075 Place Robert-Joncas, Unit 131, Montreal, Quebec, Canada H4M 2Z2
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"):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 11th, 2008 • ICP Solar Technologies Inc. • Semiconductors & related devices • Quebec
duly formed under the laws of Canada with its principal office at Ocean Technology Enterprise Centre, NRC-Institute for Ocean Technology, 10 Arctic Avenue, MUN Campus, St. John's, Newfoundland, Canada A1B 3T5,
LOAN AGREEMENTLoan Agreement • May 22nd, 2006 • Fc Financial Services Inc • Personal credit institutions • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by each party to the other (the receipt of which is hereby acknowledged) the parties hereto mutually covenant and agree as follows:
LINE OF CREDIT AGREEMENTLine 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).
CONSULTANCY AGREEMENT executed at Montreal, Quebec, this 1st day of March, 2006Consultancy Agreement • October 23rd, 2006 • Fc Financial Services Inc • Personal credit institutions • Quebec
BETWEEN: ICP Solar Technologies Inc., a corporation constituted under the laws of Canada, having its head office in the city of Montreal, Quebec, duly represented herein by Sass Peress, President & CEO, duly authorized to do so as he declares,
AMENDMENT AGREEMENTAmendment Agreement • January 7th, 2009 • ICP Solar Technologies Inc. • Semiconductors & related devices
This Amendment Agreement (the “Agreement”), dated as of December 31, 2008, is by and among ICP Solar Technologies, Inc., a Nevada corporation (the “Company”) and the investors signatory hereto (each, a “Buyer” and collectively, the “Buyers”).
EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • October 5th, 2006 • Fc Financial Services Inc • Personal credit institutions • Nevada
WHEREAS pursuant to a share purchase agreement (the “Share Purchase Agreement”) dated as of September 28th, 2006, between the Parent, Exchangeco, the ICP Shareholders and ICP Solar Technologies Inc. (the “Corporation”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to the ICP Shareholders;
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”).
LOCKUP AGREEMENTLockup 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").
