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.
ContractICP Solar Technologies Inc. • January 7th, 2009 • 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.
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.
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”).
