SECURITY AGREEMENTSecurity Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • New York
SECURITY AGREEMENT dated as of May 5, 2008 (this “Agreement”), made by the Borrower and each of the Guarantors referred to below (each a “Grantor” and, collectively, the “Grantors”), in favor of ACF CTC, L.L.C., a Delaware limited liability company, in its capacity as agent (in such capacity, together with any successor in such capacity, the “Agent”) on behalf of itself and the Lenders referred to below.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • California
SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this ___ day of May 2008, by and between Composite Technology Corporation, a Nevada corporation (the “Company”), and Credit Suisse Securities (Europe) Limited (the “Subscriber”).
CONTRIBUTION AGREEMENTContribution Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • New York
WHEREAS, contemporaneously herewith, Composite Technology Corporation, a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto (together with any other Person that guarantees all or any part of the Obligations (as defined in the Financing Agreement), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and ACF CTC, L.L.C., a Delaware limited liability company, as agent for the Lenders (the “Agent”), have entered into a Financing Agreement, dated as of the date hereof (such agreement, as amended, restated, supplemented or otherwise modified from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”);
DATED MAY 8, 2008 CREDIT SUISSE SECURITIES (EUROPE) LIMITED AND COMPOSITE TECHNOLOGY CORPORATIONCall Option Deed • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • England
Subscription Date means the date on which the subscription agreement in the agreed form, a copy of which is appended to this Deed (the “Subscription Agreement”), is executed by CS pursuant to which CS agrees to subscribe for and CTC agrees to issue 13,333,333 Shares in consideration for the payment of US$10 million to CTC.
FINANCING AGREEMENTFinancing Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • New York
Financing Agreement, dated as of May 5, 2008, by and among COMPOSITE TECHNOLOGY CORPORATION, a Nevada corporation (the “Borrower”), each subsidiary of Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and ACF CTC, L.L.C., a Delaware limited liability company, as agent for the Lenders (in such capacity, together with any successor in such capacity, the “Agent”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April __, 2008, is made by the Obligors (as defined below) in favor of ACF CTC, L.L.C., a Delaware limited liability company, in its capacity as agent (in such capacity, together with any successor in such capacity, the ”Agent”) on behalf of itself and the Lenders referred to below.
PLEDGE AGREEMENTPledge and Security Agreement • May 9th, 2008 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • New York
PLEDGE AND SECURITY AGREEMENT dated as of May __, 2008 (this “Agreement”), made by each of the Pledgors referred to below, in favor of ACF CTC, L.L.C., a Delaware limited liability company, in its capacity as agent (in such capacity, together with any successor in such capacity, the “Agent”) on behalf of itself and the Lenders referred to below.
NOTEComposite Technology Corp • May 9th, 2008 • Electronic & other electrical equipment (no computer equip)
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Financing Agreement dated as of May __, 2008 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, the Guarantors, the lenders party thereto, including the Lender, and ACF CTC, L.L.C., as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Loan Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
