XXXXXX XXXXXXXX
March 3, 2006
Investors set forth on Schedule A hereto (the "Investors")
Gentlemen:
I, Xxxxxx Xxxxxxxx, hereby covenant and agree, that upon an Event of
Default (as defined in the Senior Secured Convertible Notes (the "Notes") issued
by Composite Technology Corporation (the "Company") to each of the Investors on
the date hereof) by the Company under Section 4(a)(v) of any such Note, that I
shall promptly transfer for no additional consideration, 4,741,936 (as adjusted
for stock splits, stock dividends, reverse stock splits, reclassifications,
recapitalizations and similar events) shares of common stock, par value $0.001
per share, of the Company (the "Shares") to the Investors, on a pro rata basis,
based on principal amount of Notes held by each such Investor; provided, that
for each $1,000 of principal amount of the Notes that are repaid or converted,
the number of Shares that I shall be obligated to deliver hereunder shall
reduced by 1,354.83 shares. My obligations hereunder shall terminate upon
repayment in full and/or complete conversion to equity securities of the Company
of all indebtedness obligations owed by the Company under the Notes.
This letter agreement shall be governed by the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the law of any
jurisdiction other than the State of New York.
Very truly yours,
By: _____________________________
Xxxxxx Xxxxxxxx
SCHEDULE A
Xxxxxx Bay Fund LP
Enable Growth Partners LP
Enable Opportunity Partners XX
Xxxxxx Diversified Strategy Master
Fund LLC
Capital Ventures International
Lane Capital Markets
