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Exhibit 10.8
INTELLECTUAL PROPERTY SECURITY
AGREEMENT
This
INTELLECTUAL PROPERTY SECURITY AGREEMENT ("Agreement") is made this
13 th 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
57 th Street, 4 th Floor, New York, NY 10019
(each a “Grantee,” and collectively the
“Grantees”).
WHEREAS,
Grantor is the owner of the U.S. patents and patent applications
listed on the attached Schedule A (collectively the
“Patents”); and the U.S. trademarks listed on the
attached Schedule A (collectively, the
“Trademarks”);
WHEREAS,
Grantees have extended a loan to Grantor pursuant to the terms and
conditions of that certain Securities Purchase Agreement dated on
or about June 13, 2008 (“Purchase Agreement”) and
associated 11% Senior Secured Convertible Debentures Due June 13,
2010 and issued on or about June 13, 2008 (“Notes”)
made by Grantor in favor of Grantee;
WHEREAS,
under a Security Agreement also dated on or about June 13, 2008
(“Security Agreement”) between Grantor and Grantees,
Grantor has granted to Grantees a security interest in certain of
its assets (including the Patents and the Trademarks) to secure the
performance of the obligations of Grantor under the Debenture;
and
WHEREAS,
Grantor and Grantees by this instrument seek to memorialize and to
make a record of the grant of a security interest in the Patents
and the Trademarks.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Grantor does hereby
acknowledge that it has granted to Grantee under the Security
Agreement a security interest in all of Grantor's right, title and
interest in, to, and under the Patents and the Trademarks. Grantor
also acknowledges and confirms that the rights and remedies of
Grantee with respect to the security interests in the Patents and
the Trademarks granted hereby are more fully set forth in the
Purchase Agreemen
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