LOCKUP AGREEMENT
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").
NOW, THEREFORE, for good and
valuable consideration, the sufficiency and receipt of which
consideration are hereby acknowledged, Holder agrees as
follows:
a.
Holder is the beneficial owner of the amount of
shares of the Common Stock, $0.00001 par value per share, of the
Company, including shares issuable upon exercise of stock options
of the Holder (together with any other such shares beneficially
owned by the Holder, collectively referred to as the “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 a Waiver and
Agreement (the “Waiver and Agreement”), dated on or
about a date even herewith, with the holders (the
“Buyers”) of the Company’s 11% Senior Secured
Convertible Debentures, Due June 13, 2010
(“Debentures”) and accompanying Warrants. Holder
understands that, as a condition to the execution and effectiveness
of the Waiver and Agreement, the Buyers have required, and the
Company has agreed to obtain on behalf of the Buyers an agreement
from the Holder to refrain from selling any securities of the
Company during the period (the “Restriction Period”)
from the date hereof through _____________ .
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. 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
