Unassociated Document


    


    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

     

    This
Intellectual Property Security Agreement is entered into as of April 12,
2010, 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, "Grantor"), with reference to the following
facts:

     

    A. 
         PFG and Grantor, as
Borrower, are parties to that certain Loan and Security Agreement of even date
with this Agreement (as amended from time to time, the "Loan Agreement").
(Capitalized terms used herein have the meaning assigned in the Loan
Agreement.)

     

    B.            Pursuant
to the Loan Agreement, Grantor has granted to PFG a security interest in all of
the Collateral. The Collateral includes without limitation all Intellectual
Property (including without limitation the Intellectual Property described
herein).

    


    Grantor
agrees as follows:

    


    1.            To
secure performance of all of its "Obligations" as defined in the Loan Agreement,
Grantor grants to PFG a security interest in all of Grantor's right, title and
interest in Grantor's Intellectual Property, including without limitation (i)
the trademarks and servicemarks listed or required to be listed from time to
time on Schedule A hereto, whether
registered or not, and all applications to register and registrations of the
same and like protections, and the entire goodwill of the business of Borrower
connected with and symbolized by such trademarks, and (ii) the patents and
patent applications listed or required to be listed from time to time on Schedule B hereto and
all like protections including, without limitation, all improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the
same, (iii) all copyrights, maskworks, software, computer programs and other
works of authorship listed or required to be listed from time to time on Schedule C hereto,
and all extensions and renewals thereof, (iv) all domain names and domain name
rights used in connection with its business and that of its Subsidiaries, all
legal and equitable rights in domain names and ownership thereof, domain
registry, domain servers, web hosting and related contracts, services and
facilities (collectively, “Domain Rights”) listed or required to be listed from
time to time on Schedule D hereto,
and all extensions and renewals thereof, and (iv) all rights to recover for past
or future infringement of any of the foregoing, and (v) all right, title and
interest in and to any and all present and future license agreements with
respect to any of the foregoing, and (vi) all present and future accounts,
accounts receivable and other rights to payment arising from, in connection with
or relating to any of the foregoing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.            Grantor
represents and warrants that (i) listed on Schedule A hereto are
all trademark registrations and pending registrations owned or controlled by
Grantor, (ii) listed on Schedule B are all
patents and patent applications owned or controlled by Grantor, (iii) listed on
Schedule C are
all copyrights, software, computer programs, mask works, and other works of
authorship owned or controlled by Grantor which are registered with the United
States Copyright Office, and (iv) listed on Schedule D are all
Domain Rights in which Grantor has any legal, contractual or equitable
right.

    


    3.            Grantor
shall: (a) use commercially reasonable efforts to protect, defend and maintain
the validity and enforceability of its intellectual property, other than
intellectual property of immaterial business and monetary value that Grantor’s
executive management has made a determination not to maintain; (b) promptly
advise PFG in writing of material infringements of its intellectual property of
which Grantor has Knowledge (as such term is defined in the Loan Agreement); and
(c) not allow any intellectual property material to Grantor’s business to be
abandoned, forfeited or dedicated to the public without PFG’s written
consent.  If, before the Obligations have been paid and/or performed
in full, Grantor shall (i) adopt, use, acquire or apply for registration of any
trademark, service mark or trade name, (ii) apply for registration of any patent
or obtain any patent or patent application; (iii) create or acquire any
published or material unpublished works of authorship material to the business
that is or is to be registered with the U.S. Copyright Office or any non-U.S.
equivalent; or (iv) register or acquire any domain name or domain name rights,
then the provisions of Section 1 shall automatically apply thereto, and Grantor
shall thereafter give PFG prompt notice thereof in writing, in no event later
than five Business Days from the date of any such action. Grantor shall further
provide PFG with a copy of the foregoing and shall take such further actions as
PFG may reasonably request from time to time to perfect or continue the
perfection of PFG's interest in such intellectual property.

    


    4.            This
Agreement is being executed and delivered pursuant to the Loan Agreement;
nothing herein limits any of the terms or provisions of the Loan Agreement, and
PFG's rights hereunder and under the Loan Agreement are cumulative. This
Agreement, the Loan Agreement and the other Loan Documents set forth in full all
of the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, oral representations, oral
agreements and oral understandings between the parties. This Agreement may not
be modified or amended, nor may any rights hereunder be waived, except in a
writing signed by the parties hereto. In the event of any litigation between the
parties based upon, arising out of, or in any way relating to this Agreement,
the prevailing party shall be entitled to recover all of its costs and expenses
(including without limitation attorneys' fees) from the non-prevailing party.
This Agreement and all acts, transactions, disputes and controversies arising
hereunder or relating hereto, and all rights and obligations of PFG and Grantor
shall be governed by, and construed in accordance with the internal laws (and
not the conflict of laws rules) of the State of California.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4. 
          Grantor agrees that
simultaneously with the execution of this Agreement, and thereafter upon any
amendment of Schedule
A, Schedule
B, Schedule
C or Schedule
D, the appropriate entities constituting Grantor shall execute notices in
the forms appended hereto (each, a "Notice"), as
appropriate, with respect to all of the pledged Intellectual Property, now owned
or hereafter acquired, and shall deliver each Notice to PFG for the purpose of
recordation at the U.S. Patent and Trademark Office or the U.S. Copyright
Office, or otherwise, as appropriate.  Whether or not Grantor executes
such a Notice reflecting new Intellectual Property, Grantor hereby irrevocably
appoints PFG as its lawful attorney-in-fact without any further authorization to
file such notices, liens or other instruments as may be customary from time to
time for PFG to perfect security interests in Grantor’s Intellectual
Property.  With respect to the power of attorney granted in the
attached Domain Rights Collateral Agreement and Notice, so long as no default
has occurred and is continuing under the Loan Documents, PFG shall not take any
action referenced therein in the name of Grantor.

    


    [Signature
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                                      Address
      of Grantor:

                                    	
                                      Composite
      Technology Corporation

                                    
	 
      	 
      
	
                                      2026
      McGaw Avenue

                                    	 
      
	
                                      Irvine,
      CA 92614

                                    	 
      
	 
      	
                                      By:

                                    	/s/
      Benton H. Wilcoxon
	 
      	
                                      Name:

                                    	Benton
      H. Wilcoxon
	 
      	
                                      Title:

                                    	CEO
	 
      	 
      
	
                                      Address
      of Grantor:

                                    	
                                      CTC
      Cable Corporation

                                    
	 
      	 
      
	
                                      2026
      McGaw Avenue

                                    	 
      
	
                                      Irvine,
      CA 92614

                                    	 
      
	 
      	
                                      By:

                                    	/s/
      John P. Brewster
	 
      	
                                      Name:

                                    	John
      P. Brewster
	 
      	
                                      Title:

                                    	President
	 
      	 
      
	
                                      Address
      of Grantor:

                                    	
                                      CTC
      Renewables Corporation

                                    
	 
      	 
      
	
                                      2026
      McGaw Avenue

                                    	 
      
	
                                      Irvine,
      CA 92614

                                    	 
      
	 
      	
                                      By:

                                    	/s/
      Benton H. Wilcoxon
	 
      	
                                      Name:

                                    	Benton
      H. Wilcoxon
	 
      	
                                      Title:

                                    	President
	 
      	 
      
	
                                      Address
      of PFG:

                                    	
                                      PARTNERS
      FOR GROWTH II, L.P.

                                    
	 
      	 
      
	
                                      Partners
      for Growth II, L.P.

                                    	 
      
	
                                      180
      Pacific Avenue

                                    	 
      
	
                                      San
      Francisco, California 94111

                                    	 
      
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	 
      	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	 
      
	 
      	
                                      Title:
      Manager, Partners for Growth II, LLC

                                    
	 
      	
                                      Its:
      General
Partner