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Exhibit 10.11
LOCKUP AGREEMENT
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").
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which consideration are hereby acknowledged, Holder
agrees as follows:
1.
Background .
a. Holder
is the beneficial owner of the amount of shares of the Common
Stock, $0.00001 par value per share, of the Company (“Common
Stock”) designated on the signature page hereto.
b.
Holder acknowledges that the Company has entered into or will enter
into at or about the date hereof Securities Purchase Agreements
(the “Securities Purchase Agreements”), dated on or
about a date even herewith, with subscribers (the
“Subscribers”) to purchase up to $3,000,000 of the
Company’s 11% Senior Secured Convertible Debentures, Due June
13, 2010 (“Debentures”) and accompanying Warrants.
Holder understands that, as a condition to proceeding with the
Offering, the Subscribers have required, and the Company has agreed
to obtain on behalf of the Subscribers an agreement from the Holder
to refrain from selling any securities of the Company during the
period (the “Restriction Period”) from the date of the
Securities Purchase Agreement until the earlier of (i) the date
that is 6 months after effectiveness of the Registration Statement
(as defined in the Registration Rights Agreement referred to in the
Securities Purchase Agreement), or (ii) the date that is 6 months
after the date that the shares issuable upon conversion of the
Debentures and upon exercise of the Warrants become eligible for
resale, under Rule 144, without limitations as to volume or manner
of sale, and to limit such sales thereafter, as further described
below.
2.
Share Restriction .
a.
Holder hereby agrees that during the Restriction Period, the Holder
will not sell or otherwise dispose of any shares of Common Stock or
any options, warrants or other rights to purchase shares of Common
Stock or any other security of the Company which Holder owns or has
a right to acquire as of the date hereof, other than in connection
with an offer made to all shareholders of the Company in connection
with merger, consolidation or similar transaction involving the
Company. Holder further agrees that the Company is authorized to
and the Company agrees to place "stop orders" on its books to
prevent any transfer of shares of Common Stock or other securities
of the Company held by Holder in violation of this Agreement. The
Company agrees not to allow to occur any transaction inconsistent
with this Agreement.
b. Any
subsequent issuance to and/or acquisition by Holder of Common Stock
or options or instruments convertible into Common Stock will be
subject to the provisions of this Agreement.
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