0001144204-10-067166 Sample Contracts

AMENDED AND RESTATED WARRANT
Warrant • December 17th, 2010 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • Nevada

THIS WARRANT (THE “WARRANT”) WAS ORIGINALLY ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT DATED APRIL 12, 2010 (THE “AGREEMENT”) BETWEEN COMPOSITE TECHNOLOGY CORPORATION, A NEVADA CORPORATION (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.

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CONDITIONAL WAIVER AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 17th, 2010 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • California

This Conditional Waiver and Modification to Loan and Security Agreement (this “Modification”) is entered into as of December 13, 2010 and with an effective date of October 18, 2010 (the “Effective Date”), by and between PARTNERS FOR GROWTH II, L.P. ("PFG") and each of Composite Technology Corporation, CTC Cable Corporation and CTC Renewables Corporation, each with their principal business address at 2026 McGaw Avenue, Irvine, CA 92614 (individually and collectively, jointly and severally, "Borrower"). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement and the Warrants (as defined below).

CONDITIONAL WAIVER AND MODIFICATION NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 17th, 2010 • Composite Technology Corp • Electronic & other electrical equipment (no computer equip) • California

This Conditional Waiver and Modification No. 2 to Loan and Security Agreement (this “Second Modification”) is entered into as of December 13, 2010 (the “Effective Date”), by and between PARTNERS FOR GROWTH II, L.P. ("PFG") and each of Composite Technology Corporation, CTC Cable Corporation and CTC Renewables Corporation, each with their principal business address at 2026 McGaw Avenue, Irvine, CA 92614 (individually and collectively, jointly and severally, "Borrower"). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement and the Warrants (as defined below).

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