Unassociated Document


    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT
      (“Subscription Agreement”) made as of this ___ day of June 2008, by and between
      Composite Technology Corporation, a Nevada corporation (the “Company”), and
      Credit Suisse Securities (Europe) Limited (the “Subscriber”).

     

    WHEREAS,
      in May
      2008 the Company granted the Subscriber the right to purchase Company common
      stock under the terms of the Call Option Deed dated May 8, 2008 (“Call Option
      Deed”);

     

    WHEREAS,
      the
      Subscriber wishes to exercise the Call Option and purchase (the “Offering”)
      pursuant to Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Act”), Forty-five Million Four Hundred Fifty-Four Thousand Five
      Hundred Forty-Four (45,454,544) shares of the Company’s common stock, par value
      $0.001 per share (“Shares”), on the terms and conditions hereinafter set forth,
      and the Subscriber desires to acquire that number of Shares.

     

    NOW,
      THEREFORE,
      and in
      consideration of the premises and the mutual covenants hereinafter set forth
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto, intending legally to be bound,
      do
      hereby agree as follows:

     

    
      	
              1.

            	
              Subscription
                Procedure

            


    

     

    
      	
              1.1

            	
              Subject
                to the terms and conditions hereinafter set forth, the Subscriber
                hereby
                subscribes for and agrees to purchase from the Company 45,454,544
                Shares
                at a price of $0.88 per Share (the “Purchase Price”). The Company agrees
                to sell such Shares to the Subscriber for the Purchase Price. This
                purchase of Shares is pursuant to the exercise of the Call Option
                under
                Section 2 of the Call Option Deed. 

            


    

     

    
      	
              1.2

            	
              The
                Purchase Price shall be paid over to the Company at the closing of
                the
                purchase of the Shares in the Offering (the “Closing”) to occur on the
                Closing Date. The “Closing Date” shall be ___ June 2008.
                

            


    

     

    
      	
              1.3

            	
              The
                certificates for the Common Stock bearing the name of the Subscriber
                will
                be delivered by the Company on the Closing Date. The Subscriber hereby
                authorizes and directs the Company to deliver the securities to be
                issued
                to such Subscriber pursuant to this Subscription Agreement in paper
                form
                to the address indicated on the signature page or in electronic form
                to a
                DTC account designated in writing by the
                Subscriber.

            


    

     

    
      	
              1.4

            	
              The
                Purchase Price for the Shares purchased hereunder shall be paid by
                wire
                transfer to an escrow account held by Richardson & Patel LLP (“Escrow
                Agent”), pursuant to an escrow agreement by and among the Company, the
                Subscriber and Escrow Agent. Escrow Agent will release the Purchase
                Price
                to the Company upon Subscriber’s receipt of the 45,545,544 Shares pursuant
                to the terms of the Escrow
                Agreement.

            


    

     

    
      	
              2.

            	
              Representations
                and Covenants of
                Subscriber

            


    

     

    
      	
              2.1

            	
              The
                Subscriber recognizes that the purchase of Shares involves a high
                degree
                of risk in that (i) the Company will need additional capital but
                has no
                assurance of obtaining such additional necessary capital; (ii) an
                investment in the Company is highly speculative and only investors
                who can
                afford the loss of their entire investment should consider investing
                in
                the Company and the Shares; (iii) an investor may not be able to
                liquidate
                its investment; (iv) transferability of the Shares is extremely limited;
                and (v) an investor could sustain the loss of its entire
                investment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              The
                Subscriber represents that it is an “accredited investor” as such term is
                defined in Rule 501 of Regulation D promulgated under the Act, and
                that it
                or it is able to bear the economic risk of an investment in the Shares.
                

            


    

     

    
      	
              2.3

            	
              The
                Subscriber acknowledges that it has prior investment experience,
                including
                investment in non-listed and non-registered securities, or it has
                employed
                the services of an investment advisor, attorney or accountant to
                read all
                of the documents furnished or made available by the Company to evaluate
                the merits and risks of such an investment on its behalf, and that
                it
                recognizes the highly speculative nature of this
                investment.

            


    

     

    
      	
              2.4

            	
              The
                Subscriber hereby represents that it has been furnished or given
                access by
                the Company during the course of this Offering with or to all information
                regarding the Company and its respective financial conditions and
                results
                of operations which it had requested; that all documents which could
                be
                reasonably provided have been made available for its inspection and
                review; that it has been afforded the opportunity to ask questions
                of and
                receive answers from duly authorized representatives of the Company
                concerning the terms and conditions of the Offering, and any additional
                information which it had requested.

            


    

     

    
      	
              2.5

            	
              The
                Subscriber acknowledges that this Offering of Shares may involve
                tax
                consequences. The Subscriber acknowledges that it must retain its
                own
                professional advisors to evaluate the tax and other consequences
                of an
                investment in the Shares.

            


    

     

    
      	
              2.6

            	
              The
                Subscriber acknowledges that this Offering of Shares has not been
                reviewed
                or approved by the United States Securities and Exchange Commission
                (“SEC”) because the Offering is intended to be a nonpublic offering
                pursuant to Section 4(2) of the Act. The Subscriber represents that
                the
                Shares are being purchased for its own account, for investment and
                not for
                distribution or resale to others. The Subscriber agrees that it will
                not
                sell or otherwise transfer the Shares unless it is registered under
                the
                Act or unless an exemption from such registration is available and,
                upon
                the Company’s request, the Company receives an opinion of counsel
                reasonably satisfactory to the Company confirming that an exemption
                from
                such registration is available for such sale or
                transfer.

            


    

     

    
      	
              2.7

            	
              The
                Subscriber understands that the Shares have not been registered under
                the
                Act by reason of a claimed exemption under the provisions of the
                Act which
                depends, in part, upon its investment intention. The Subscriber realizes
                that, in the view of the SEC, a purchase now with an intent to distribute
                would represent a purchase with an intent inconsistent with its
                representation to the Company, and the SEC might regard such a
                distribution as a deferred sale to which such exemption is not
                available.

            


    

     

    
      	
              2.8

            	
              The
                Subscriber consents to the placement of one or more legends on any
                certificate or other document evidencing its Shares stating that
                it has
                not been registered under the Act and setting forth or referring
                to the
                restrictions on transferability and sale
                thereof.

            


    

     

    
      	
              2.9

            	
              The
                Subscriber hereby understands and acknowledges that no representations
                or
                warranties have been made to the Subscriber by the Company or its
                agents,
                employees or affiliates with respect to any information made available
                to
                the Subscriber by the Company or its agents. The Company is not aware
                of
                any information (including, without limitation, any information regarding
                any adverse change or material prospective adverse change in the
                condition
                of, or any actual, pending or threatened litigation, arbitration
                or
                similar proceeding
                involving, the Company) regarding the Company or any of its securities
                that is not described in the Company’s most recent annual report or
                subsequent public information
                releases.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.10

            	
              The
                Subscriber understands and acknowledges that (i) the Shares are being
                offered and sold to Subscriber without registration under the Act
                in a
                private placement that is exempt from the registration provisions
                of the
                Act under Section 4(2) of the Act and (ii) the availability of such
                exemption depends in part on, and that the Company will rely upon
                the
                accuracy and truthfulness of, the foregoing representations, and
                such
                Subscriber hereby consents to such
                reliance.

            


    

     

    
      	
              2.11

            	
              U.S.
                Patriot Act Related Representations. Subscriber represents, warrants
                and
                covenants to the Company that Subscriber:


            


    

     

    
      	 	
              (a)

            	 


    

     

    
      	 	
              (i)

            	
              is
                purchasing the Shares for Subscriber’s own account, own risk and own
                beneficial interest, 

            


    

     

    
      	 	
              (ii)

            	
              is
                not acting as an agent, representative, intermediary, nominee or
                in a
                similar capacity for any other person or entity, nominee account
                or
                beneficial owner, whether a natural person or entity (each such natural
                person or entity, an “Underlying Beneficial Owner”) and no Underlying
                Beneficial Owner will have a beneficial or economic interest in the
                Shares
                being purchased by Subscriber (whether directly or indirectly, including
                without limitation, through any option, swap, forward or any other
                hedging
                or derivative transaction), 

            


    

     

    
      	 	
              (iii)

            	
              if
                it is an entity, including, without limitation, a fund-of-funds,
                trust,
                pension plan or any other entity that is not a natural person (each,
                an
                “Entity”), has carried out thorough due diligence as to and established
                the identities of such Entity’s investors, directors, officers, trustees,
                beneficiaries and grantors (to the extent applicable, each a “Related
                Person” of such Entity), holds the evidence of such identities, will
                maintain all such evidence for at least five years from the date
                of
                Subscriber’s resale or other disposition of all the Common Stock
                underlying the Shares, will request such additional information as
                the
                Company may require to verify such identities as may be required
                by
                applicable law, and will make such information available to the Company
                upon its request, and (iv) does not have the intention or obligation
                to
                sell, pledge, distribute, assign or transfer all or a portion of
                the
                Common Stock underlying the Shares to any Underlying Beneficial Owner
                or
                any other person; OR

            


    

     

    
      	 	
              (b)

            	 


    

     

    
      	 	
              (i)

            	
              is
                subscribing for the Shares as a record owner and will not have a
                beneficial ownership interest in the Shares,


            


    

     

    
      	 	
              (ii)

            	
              is
                acting as an agent, representative, intermediary, nominee or in a
                similar
                capacity for one or more Underlying Beneficial Owners, and understands
                and
                acknowledges that the representations, warranties and agreements
                made in
                this Agreement are made by Subscriber with respect to both Subscriber
                and
                the Underlying Beneficial Owner(s),


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              has
                all requisite power and authority from the Underlying Beneficial
                Owner(s)
                to execute and perform the obligations under this Agreement,
                

            


    

     

    
      	 	
              (iv)

            	
              has
                carried out thorough due diligence as to and established the identities
                of
                all Underlying Beneficial Owners (and, if an Underlying Beneficial
                Owner
                is not a natural person, the identities of such Underlying Beneficial
                Owner’s Related Persons (to the extent applicable)), holds the evidence
                of
                such identities, will maintain all such evidence for at least five
                years
                from the date of Subscriber’s resale or other disposition of all the
                Common Stock, and will make such information available to the Company
                upon
                its request and 

            


    

     

    
      	 	
              (v)

            	
              does
                not have the intention or obligation to sell, pledge, distribute,
                assign
                or transfer all or a portion of the Common Stock to any person other
                than
                the Underlying Beneficial Owner(s).

            


    

     

    
      	 	
              (c)

            	
              Subscriber
                hereby represents and warrants that the proposed investment in the
                Company
                that is being made on its own behalf or, if applicable, on behalf
                of any
                Underlying Beneficial Owners does not directly or indirectly contravene
                United States federal, state, local or international laws or regulations
                applicable to Subscriber, including anti-money laundering laws (a
                “Prohibited Investment”).

            


    

     

    
      	 	
              (d)

            	
              Federal
                regulations and Executive Orders administered by the U.S. Treasury
                Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among
                other things, the engagement in transactions with, and the provision
                of
                services to, certain foreign countries, territories, entities and
                individuals. The lists of OFAC prohibited countries, territories,
                persons
                and entities can be found on the OFAC website at www.treas.gov/ofac.
                Subscriber hereby represents and warrants that neither Subscriber
                nor, if
                applicable, any Underlying Beneficial Owner or Related Person, is
                a
                country, territory, person or entity named on an OFAC list, nor is
                Subscriber nor, if applicable, any Underlying Beneficial Owner or
                Related
                Person, a natural person or entity with whom dealings are prohibited
                under
                any OFAC regulations. 

            


    

     

    
      	 	
              (e)

            	
              Subscriber
                represents and warrants that neither Subscriber nor, if applicable,
                any
                Underlying Beneficial Owner or Related Person, is a senior foreign
                political figure, or any immediate family member or close associate
                of a
                senior foreign political figure within the meaning of, and applicable
                guidance issued by the Department of the Treasury concerning, the
                U.S.
                Bank Secrecy Act (31 U.S.C. §5311 et seq.), as amended, and any
                regulations promulgated thereunder.

            


    

     

    
      	 	
              (f)

            	
              Subscriber
                agrees promptly to notify the Company should Subscriber become aware
                of
                any change in the information set forth in paragraphs (a) through
                (e).
                

            


    

     

    
      	 	
              (g)

            	
              Subscriber
                understands and agrees that, notwithstanding anything to the contrary
                contained in any document, if, following Subscriber’s investment in the
                Company, it is discovered that the investment is or has become a
                Prohibited Investment, such investment may immediately be redeemed
                by the
                Company or otherwise be subject to the remedies required by
                law.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              Upon
                the written request from the Company, Subscriber agrees to provide
                all
                information to the Company to enable the Company to comply with all
                applicable anti-money laundering statutes, rules, regulations and
                policies, including any policies applicable to a portfolio investment
                held
                or proposed to be held by the Company. Subscriber understands and
                agrees
                that the Company may release confidential information about Subscriber
                and, if applicable, any Underlying Beneficial Owner(s) or Related
                Person(s) to any person, if the Company, in its sole discretion,
                determines that such disclosure is necessary to comply with applicable
                statutes, rules, regulations and
                policies.

            


    

     

    
      	
              3.

            	
              Representations
                and Warranties by the
                Company

            


    

     

    Except
      as
      set forth in the reports filed by the Company pursuant to the U.S. Securities
      Exchange Act of 1934, as amended (the “SEC Reports”), the Company represents and
      warrants to the Subscriber that: 

     

    
      	
              3.1

            	
              Organization
                and Authority. The Company (i) is a corporation duly organized, validly
                existing and in good standing under the laws of the jurisdiction
                of its
                incorporation or formation, (ii) has all requisite corporate power
                and
                authority to own, lease and operate its properties and to carry on
                its
                business as presently conducted, and (iii) has all requisite corporate
                power and authority to execute, deliver and perform their obligations
                under this Subscription Agreement and any other document being executed
                and delivered by it in connection herewith, and to consummate the
                transactions contemplated hereby and
                thereby.

            


    

     

    
      	
              3.2

            	
              Qualifications.
                The Company is duly qualified to do business as a foreign corporation
                or
                other entity and is in good standing in all jurisdictions where such
                qualification is necessary and where failure so to qualify could
                have a
                material adverse effect on the business, properties, operations,
                condition
                (financial or other), results of operations or prospects of the Company,
                taken as a whole.

            


    

     

    
      	
              3.3

            	
              Capitalization
                of the Company. The capitalization of the Company as of the date
                of this
                Agreement, is as set forth in Schedule 3.3. The Company has not issued
                any
                capital stock since such date other than pursuant to the conversion
                or
                exercise of outstanding common stock equivalents. No person has any
                right
                of first refusal, preemptive right, right of participation, or any
                similar
                right to participate in the transactions contemplated by this Agreement.
                Except as a result of the purchase and sale of the Shares or as disclosed
                in the SEC Reports, there are no outstanding options, warrants, script
                rights to subscribe to, calls or commitments of any character whatsoever
                relating to, or securities, rights or obligations convertible into
                or
                exchangeable for, or giving any person any right to subscribe for
                or
                acquire from the Company, any shares of Common Stock, or contracts,
                commitments, understandings or arrangements by which the Company
                or any
                subsidiary is or may become bound to issue additional shares of Common
                Stock, or securities or rights convertible or exchangeable into shares
                of
                Common Stock. The issuance and sale of the Shares will not obligate
                the
                Company to issue shares of Common Stock or other securities to any
                person
                (other than the Subscriber) and will not result in a right of any
                holder
                of Company securities to adjust the exercise, conversion, exchange
                or
                reset price under such securities. The outstanding shares of capital
                stock
                of the Company have been duly authorized and validly issued and are
                fully
                paid and nonassessable. None of the outstanding shares of Common
                Stock or
                options, warrants, or rights or other securities entitling the holders
                to
                acquire Common Stock has been issued in violation of the preemptive
                rights
                of any security holder of the Company. The Shares have been duly
                authorized, and when issued and paid for in accordance with this
                Subscription Agreement will be valid obligations of the Company.
                The
                Common Stock is eligible for quotation on the OTC Bulletin Board,
                the
                Company and the Common Stock meet the criteria for continued quotation
                and
                trading on the OTC Bulletin Board, and no suspension of trading in
                the
                Common Stock is in effect.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Corporate
                Authorization. This Subscription Agreement, assuming due execution
                and
                delivery by the Subscriber, when executed and delivered by the Company,
                will be, a valid and binding obligation of the Company enforceable
                in
                accordance with its terms, except as the enforceability hereof and
                thereof
                may be limited by bankruptcy, insolvency, reorganization, moratorium
                or
                other similar laws now or hereafter in effect relating to or affecting
                creditors’ rights generally and general principles of equity, regardless
                of whether enforcement is considered in a proceeding in equity or
                at
                law.

            


    

     

    
      	
              3.5

            	
              Non-Contravention.
                The execution and delivery of this Subscription Agreement by the
                Company
                and the issuance of the Shares do not and will not, with or without
                the
                giving of notice or the lapse of time, or both, (i) result in any
                violation of any provision of the articles of incorporation or by-laws
                or
                similar instruments of the Company or its subsidiaries, (ii) conflict
                with
                or result in a breach by the Company or its respective subsidiaries
                of any
                of the terms or provisions of, or constitute a default under, or
                result in
                the modification of, or result in the creation or imposition of any
                lien,
                security interest, charge or encumbrance upon any of the properties
                or
                assets of the Company, or (iii) violate or contravene any applicable
                law,
                rule or regulation or any applicable decree, judgment or order of
                any
                court, United States federal or state regulatory body, administrative
                agency or other governmental body having jurisdiction over the
                Company.

            


    

     

    
      	
              4.

            	
              Miscellaneous

            


    

     

    
      	
              4.1

            	
              Any
                notice or other communication given hereunder shall be deemed sufficient
                if in writing and sent by registered or certified mail, return receipt
                requested, addressed to the Company,
                at:

            


    

     

    Composite
      Technology Corporation

     

    2026
      McGaw Avenue

     

    Irvine,
      California 92614

     

    Attention:
      Chief Executive Officer

     

    Facsimile:
      (949) 428-8515

     

    with
      a
      copy to (which copy shall not be deemed to provide notice):

     

    RICHARDSON
      & PATEL LLP

     

    10900
      Wilshire Boulevard, Suite 500

     

    Los
      Angeles, California 90024

     

    Attention:
      Ryan S. Hong, Esq.

     

    and
      to
      the Subscriber at its address indicated on the signature page of this
      Subscription Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Notices
      shall be deemed to have been given three (3) business days after the date of
      mailing, except notices of change of address, which shall be deemed to have
      been
      given when received.

     

    
      	
              4.2

            	
              This
                Subscription Agreement may be amended through a written instrument
                signed
                by the Subscriber and the Company. 

            


    

     

    
      	
              4.3

            	
              This
                Subscription Agreement shall be binding upon and inure to the benefit
                of
                the parties hereto and to their respective heirs, legal representatives,
                successors and assigns. This Subscription Agreement sets forth the
                entire
                agreement and understanding between the parties as to the subject
                matter
                hereof and merges and supersedes all prior discussions, agreements
                and
                understandings of any and every nature among
                them.

            


    

     

    
      	
              4.4

            	
              Notwithstanding
                the place where this Subscription Agreement may be executed by any
                of the
                parties hereto, the parties expressly agree that all the terms and
                provisions hereof shall be construed in accordance with and governed
                by
                the laws of the State of California.


            


    

     

    
      	
              4.5

            	
              This
                Subscription Agreement may be executed in counterparts. Upon the
                execution
                and delivery of this Subscription Agreement by the Subscriber, this
                Subscription Agreement shall become a binding obligation of the Subscriber
                with respect to the purchase of Shares as herein
                provided.

            


    

     

    
      	
              4.6

            	
              The
                holding of any provision of this Subscription Agreement to be invalid
                or
                unenforceable by a court of competent jurisdiction shall not affect
                any
                other provision of this Subscription Agreement, which shall remain
                in full
                force and effect.

            


    

     

    
      	
              4.7

            	
              It
                is agreed that a waiver by either party of a breach of any provision
                of
                this Subscription Agreement shall not operate, or be construed, as
                a
                waiver of any subsequent breach by that same
                party.

            


    

     

    
      	
              4.8

            	
              The
                parties agree to execute and deliver all such further documents,
                agreements and instruments and take such other and further action
                as may
                be necessary or appropriate to carry out the purposes and intent
                of this
                Subscription Agreement.

            


    

     

    
      	
              4.9

            	
              The
                Company agrees not to disclose the names, addresses or any other
                information about the Subscribers, except as required by law, provided
                that the Company may provide information relating to the Subscriber
                as
                required in any registration statement under the Act that may be
                filed by
                the Company pursuant to the requirements of this Subscription Agreement.
                

            


    

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Subscription Agreement as of
      the
      day and year first written above.

     

    
      	
              SUBSCRIBER
                

            	 	
              Address

            
	
              Name
                of Subscriber 

            	 	 
	
              CREDIT
                SUISSE SECURITIES (EUROPE) LIMITED 

            	 	 
	 
	 	 	
              Facsimile:

            	 
	 	 	 	 
	
              Signature
                of Subscriber or Authorised Person on behalf of Subscriber


            	 	 	 
	 	 	 	 
	 	 	 	 
	
              Name
                and Title of Authorised Person

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              COMPANY
                

            	 	 	 
	
              COMPOSITE
                TECHNOLOGY CORPORATION 

            	 	 	 
	
              By:

            	 	 	 	 
	 	
              Benton
                H Wilcoxon 

              Chief
                Executive Officer 

            	 	 	 
	
              Date:

            	 	 	 	 


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Schedule
      3.3

     

    Capitalization

     

    The
      authorized capital stock of the Company consists of 600,000,000 shares of Common
      Stock, $0.001 par value per share, of which 240,086,110 shares are issued and
      outstanding and 5,000,000 shares of preferred stock, $0.001 par value per share,
      of which none are issued and outstanding and none are reserved for
      issuance.

    


    
      
        
        

      

      
        9