Exhibit 10.3
SECURITY AGREEMENT FOR GRID NOTES
This
SECURITY AGREEMENT FOR GRID NOTES, dated as of October 8, 2009
(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 Grid Notes due October 1,
2010 and issued from time to time pursuant to the Line of Credit
Agreement dated October 8, 2009 (the “ Line of Credit
Agreement ”), in the original aggregate principal amount
of up to $888,000 (collectively, the “ Grid Notes
”) signatory hereto, their endorsees, transferees and
assigns.
W I T N E S S E T H:
WHEREAS, BridgePointe Master Fund Ltd., Platinum
Long Term Growth VI, LLC, Gemini Master Fund, Ltd. (collectively
the “ Initial Buyers ”) and the Company
(collectively the “ Initial Parties ”)
previously entered into an Intellectual Property Security Agreement
dated on or about June 13, 2009 (the “Intellectual Property
Security Agreement”) and a Security Agreement dated June 13,
2008, which was subsequently amended and restated on December 31,
2008 (“ Initial Security Agreement”
)(collectively, the “Initial Security
Documents”);
WHEREAS, the Initial Parties have agreed that
the security interest granted herein to the Secured Parties (as
defined herein) shall rank pari passu with the security interest
(“ Initial Security Interest ”) granted to the
Initial Buyers (“ Initial Secured Parties ”)
pursuant to the Initial Security Documents;
WHEREAS, pursuant to the Line of Credit
Agreement, the Secured Parties have severally and not jointly
agreed to the terms under which the Buyers may extend the loans to
the Company evidenced by the Grid Notes;
WHEREAS, pursuant to a certain Subsidiary
Guarantee, dated as of the date hereof (the “
Guarantee ”), the Guarantors have jointly and
severally agreed to guarantee and act as surety for payment of all
obligations under such Grid Notes; and
WHEREAS, in order to induce the Secured Parties
to extend the loans evidenced by the Grid Notes, each Debtor has
agreed to execute and deliver to the Secured Parties this Agreement
and to grant the Secured Parties, pari passu with
each other Secured Party and through the Agent, a security interest
in certain property of such Debtor to secure the prompt payment,
performance and discharge in full of all of the Company’s
obligations under the Grid Notes and the Guarantors’
obligations under the Guarantee.
NOW,
THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1
1.
The Parties to this Agreement agree that all of
the terms and
