Exhibit 10.4
LOCKUP AGREEMENT
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").
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 (“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 Line of Credit
Agreements (the “Line of Credit Agreements”), dated on
or about a date even herewith, with subscribers (the
“Subscribers”) to purchase up to $800,000 of the
Company’s Senior Secured Grid Notes, due October 1, 2010
(“Grid Notes”). 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 and until
the date that no Grid Notes of any of the Buyers remain
outstanding.
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. The restrictions set forth in this Agreement are in
addition to, and not instead of, any restrictions in any prior
lockup agreement between any of the parties.
b.
Any subsequent
