Unassociated Document


    WARRANT

    


    THIS
WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A
WARRANT PURCHASE AGREEMENT (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.

    


    
      	
              Company:

            	
              Composite
      Technology Corporation, a Nevada corporation

            
	
              Number
      of Shares:

            	
              5,000,000,
      subject to adjustment

            
	
              Class
      of Shares:

            	
              Common
      Stock, par value $0.001 per share (OTC:CPTC)

            
	
              Exchange
      Price:

            	
              $0.29
      per share

            
	
              Issue
      Date:

            	
              April
      12, 2010

            
	
              Expiration
      Date:

            	
              April
      12, 2013

            


    

    


    The term “Holder” shall initially refer
to Partners for Growth II, L.P., a Delaware limited partnership, which is the
initial holder of this Warrant and shall further refer to any subsequent
permitted holder of this Warrant from time to time.

    


    The Holder is subject to certain
restrictions as set forth in the Agreement.

    


    The Company does hereby certify and
agree that, for good and valuable consideration for the Warrant, the Holder, or
its permitted successors and assigns, hereby is entitled to exchange this
Warrant in Composite Technology Corporation (the “Company”) for Five Million
(5,000,000) duly authorized, validly issued, fully paid and non-assessable
shares of its Common Stock, par value $0.001 each, upon the terms and subject to
the provisions of this Warrant.  The shares of Common Stock issuable
upon exchange of this Warrant are referred to herein as the “Warrant Stock,” and
the Warrant and the Warrant Stock are sometimes together referred to as the
“Securities.” Capitalized terms used but not defined in this Warrant have their
meanings as set forth in that certain Loan and Security Agreement of even date
herewith between the Company and Holder (the “Loan Agreement”).

    


    Section
1             Term,
Price and Exchange of Warrant.

     

    1.1         Term of
Warrant.  This Warrant shall be exchangeable for a period of
three (3) years from the Issue Date (hereinafter referred to as the “Expiration
Date”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2         Exchange
Price.  The price per share at which the Warrant Stock is
issuable upon exchange of this Warrant shall be $0.29, subject to Section 1.3
(a) hereof and subject to adjustment from time to time as set forth herein (the
“Exchange Price”).

     

    1.3         Exercise of Warrant;
Exchange of Warrant.

     

    (a)           This
Warrant may be exercised in whole or in part, upon surrender to the Company at
its then principal offices in the United States of this Warrant to be exchanged,
together with the form of election to exchange attached hereto as Exhibit A duly
completed and executed, and upon payment to the Company of the Exchange Price
for the number of shares of Warrant Stock in respect of which this Warrant is
then being exercised (an “Exercise”).  In whole or in part in lieu of
an Exercise, Holder may exchange this Warrant as set forth in the remainder of
this Section 1.3 (an “Exchange”).

     

    (b)           Upon
an Exchange, the Holder shall receive Warrant Stock such that, without the
payment of any funds, the Holder shall surrender this Warrant in exchange for
the number of shares of Warrant Stock equal to “X” (as defined below), computed
using the following formula:

    


    Y * (A-B)

    X =
  _______________

    A

    Where

    


    
      
        
          	 
      	
                  X

                	
                  =

                	
                  the
      number of shares of Warrant Stock to be issued to
Holder

                
	 
      	
                  Y

                	
                  =

                	
                  the
      number of shares of Warrant Stock to be exchanged under this
      Warrant

                
	 
      	
                  A

                	
                  =

                	
                  the
      Fair Market Value of one share of Warrant Stock

                
	 
      	
                  B

                	
                  =

                	
                  the
      Exchange Price (as adjusted to the date of
      such calculations)

                
	 
      	
                  *

                	
                  =

                	
                  multiplied
      by

                


        

      

    

    


    (c)           For
purposes of this Warrant, the “Fair Market Value” of one share of Warrant Stock
shall be (i) if the Company’s common stock (the “Common Stock”) is or becomes
listed on a national stock exchange, the highest closing sale price reported on
such exchange or market during the trading day on the day prior to which Holder
delivers its Election of Exchange to the Company, or (ii) if the Common Stock is
traded over-the-counter, the  highest closing bid price for the Common
Stock during the trading day on the day prior to which Holder delivers its
Election of Exchange to the Company.  If the Common Stock is not
traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of
the Company’s Warrant Stock shall be the price per share which the Company could
obtain from a willing buyer for shares of Common Stock sold by the Company from
its authorized but unissued shares, as the Board of Directors of the Company
(“Board”) shall determine in its reasonable good faith judgment, but in no event
less than the exercise price at which qualified employee stock options are then
issued. In the event that Holder elects to convert the Warrant Stock through
Exchange in connection with a transaction in which the Warrant Stock is
converted into or exchanged for another security, Holder may effect a Exchange
directly into such other security.


    
      
         


      

      
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    (d)           Upon
surrender of this Warrant, and the duly completed and executed form of election
to exchange, and payment of the Exchange Price or conversion of this Warrant
through Exchange, the Company shall issue and deliver within two (2) business
days to the Holder or such other person as the Holder may designate in writing a
certificate or certificates for the number of shares of Warrant Stock so
purchased upon the Exchange or exercise of this Warrant.  Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Stock as of the date of the surrender of this Warrant,
and the duly completed and executed form of election to exchange, and payment of
the Exchange Price or conversion of this Warrant through Exchange; provided,
that if the date of surrender of this Warrant and payment of the Exchange Price
is not a business day, the certificates for the Warrant Stock shall be deemed to
have been issued as of the next business day (whether before or after the
Expiration Date).  If this Warrant is exchanged or exercised in part,
a new warrant of the same tenor and for the number of shares of Warrant Stock
not exchanged or exercised shall be executed by the Company.

     

    1.4         Fractional
Interests.  The Company shall not be required to issue
fractions of shares of Warrant Stock upon the exchange of this
Warrant.  If any fraction of a share of Common Stock would be issuable
upon the exchange of this Warrant (or any portion thereof), the Company shall
purchase such fraction for an amount in cash equal to the same fraction of the
last reported sale price of the Common Stock on the NASDAQ National Market
System or any other national securities exchange or market on which the Common
Stock is then listed or traded.

     

    1.5         Automatic Conversion upon
Expiration.  In the event that, upon the Expiration Date, the
Fair Market Value of one share of Common Stock (or other security issuable upon
the exchange hereof) as determined in accordance with Section 1.3(c) is greater
than the Exchange Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to
Section 1.3(b) as to all Warrant Stock (or such other securities) for which it
shall not previously have been exchanged or converted, and the Company shall
promptly deliver a certificate representing the Warrant Stock (or such other
securities) issued upon such conversion to the Holder.

     

    1.6         Treatment of Warrant Upon
Acquisition of Company.

     

    (a)           “Acquisition”.  For
the purpose of this Warrant, “Acquisition” means (i) any sale or other
disposition of all or substantially all of the assets of the Company in whatever
form, or any reorganization, consolidation, or merger of the Company (whether in
a single transaction or multiple related transactions) where the holders of the
Company’s securities before the transaction beneficially own less than 50% of
the outstanding voting securities of the surviving entity after the
transaction(s), and (ii) any other event under the Company's Amended Articles of
Incorporation that is treated as a liquidation of the Company.


    
      
         


      

      
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    (b)           Treatment of Warrant at
Acquisition.  Upon the closing of any Acquisition, the Company
or the successor entity (if applicable in such Acquisition) shall, as condition
to such Acquisition, either: (i) assume the obligations of this Warrant, and
this Warrant shall be exercisable for the same securities as would be payable
for the Warrant Stock issuable upon exchange of the unexchanged portion of this
Warrant as if such Warrant Stock were outstanding on the record date for the
Acquisition (and the Warrant Price and/or number of shares of Warrant Stock
shall be adjusted accordingly) or (ii) purchase this Warrant at its “Fair Value”
(as such term is defined herein).

     

    (c)           Purchase at Fair
Value.

     

    For
purposes of this Warrant, “Fair Value” shall mean that value determined by the
parties using a Black-Scholes Option-Pricing Model (the “Black-Scholes
Calculation”) with the following assumptions: (A) a risk-free interest rate
equal to the risk-free interest rate at the time of the closing of the
Acquisition (or as close thereto as practicable), (B) a contractual life of the
Warrant equal to the remaining term of this Warrant as of the date of the
Acquisition, (C) an annual dividend yield equal to dividends declared on the
underlying Common Stock during the term of this Warrant (calculated on an annual
basis), and (D) a volatility factor of the expected market price of the
Company’s Common Stock comprised of: (1) if the Company is publicly traded on a
national securities exchange or over-the-counter, its volatility over the one
year period prior to the Acquisition, (2) if the Company is a non-public
company, the volatility, over the one year period prior to the Acquisition, of
an average of publicly-traded companies in the same or similar industry to the
Company with such companies having similar revenues.  The purchase
price determined in accordance with the above shall be paid upon the initial
closing of the Acquisition and shall not be subject to any post-Acquisition
closing contingencies or adjustments; provided, however, the parties may take
such post-Acquisition closing contingencies or adjustments into account in
determining the purchase price, and if the parties take any post-Acquisition
closing contingencies or adjustments into account, then upon the partial or
complete removal of those post-Acquisition closing contingencies or adjustments,
a new Black-Scholes Calculation would be made using all of the same inputs
except for the value of the Company’s shares (as determined under subclause
(D)), and the increased value of such shares (including, but not limited to any
earn-out or escrowed consideration) would be paid in full to
Holder immediately after those post-Acquisition closing contingencies or
adjustments can be determined or achieved.

     


    
      
         


      

      
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    Section
2.          
   Exchange and Transfer of Warrant.

     

    (a)           This
Warrant may be transferred, in whole or in part, without restriction, subject to
(i) Holder’s compliance with applicable securities laws and delivery of an
opinion of counsel as to the same, if so requested by the Company, and (ii) the
transferee holder of the new Warrant assuming in writing the obligations of the
Holder set forth in this Warrant and the Agreement.  A transfer may be
registered with the Company by submission to it of this Warrant, together with
the annexed Assignment Form attached hereto as Exhibit B duly completed and
executed.  After the Company’s receipt of this Warrant and the
Assignment Form so completed and executed, the Company will issue and deliver to
the transferee a new warrant (representing the portion of this Warrant so
transferred) at the same Exchange Price per share and otherwise having the same
terms and provisions as this Warrant, which the Company will register in the new
holder’s name.  In the event of a partial transfer of this Warrant,
the Company shall concurrently issue and deliver to the transferring holder a
new warrant that entitles the transferring holder to purchase the balance of
this Warrant not so transferred and that otherwise is upon the same terms and
conditions as this Warrant.  Upon the due delivery of this Warrant for
transfer, the transferee holder shall be deemed for all purposes to have become
the holder of the new warrant issued for the portion of this Warrant so
transferred, effective immediately prior to the close of business on the date of
such delivery, irrespective of the date of actual delivery of the new warrant
representing the portion of this Warrant so transferred.

     

    (b)           In
the event of the loss, theft or destruction of this Warrant, the Company shall
execute and deliver an identical new warrant to the Holder in substitution
therefor upon the Company’s receipt of (i) evidence reasonably satisfactory to
the Company of such event and (ii) if requested by the Company, an indemnity
agreement reasonably satisfactory in form and substance to the
Company.  In the event of the mutilation of or other damage to the
Warrant, the Company shall execute and deliver an identical new warrant to the
Holder in substitution therefor upon the Company’s receipt of the mutilated or
damaged warrant.

     

    (c)           The
Company shall pay all reasonable costs and expenses incurred in connection with
the exchange, exercise, transfer or replacement of this Warrant, including,
without limitation, the costs of preparation, execution and delivery of a new
warrant and of share certificates representing all Warrant Stock.

    


    Section
3.            Certain
Covenants.

    


    (a)           The
Company shall at all times reserve for issuance and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exchange of this Warrant, such number of shares of Common Stock as shall
from time to time be sufficient therefor.

     

    (b)           The
Company will not, by amendment or restatement of its Articles of Incorporation
or Bylaws or through reorganization, consolidation, merger, amalgamation, sale
of assets or otherwise, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant.  Without limiting the foregoing, the
Company (i) will not increase the par value of any Warrant Stock receivable upon
the exchange of this Warrant above the amount payable therefor upon such
exchange and (ii) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares upon the exchange of this Warrant.


    
      
         


      

      
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    (c)           The
Company shall provide Holder quarterly and annual financial statements as and
when available, if such statements are not publicly available.  The
parties shall not treat the Warrant or the Warrant Stock as being granted or
issued as property transferred in connection with the performance of services or
otherwise as compensation for services rendered.

     

    
      	
              Section
      4.

            	
               Adjustments
      to Exchange Price and Number of Shares of Warrant
  Stock.

            


    

    


    4.1           Adjustments.  The
Exchange Price shall be subject to adjustment from time to time in accordance
with this Section 4.  Upon each adjustment of the Exchange Price
pursuant to this Section 4, the Holder shall thereafter be entitled to acquire
upon exchange, at the Exchange Price resulting from such adjustment, the number
of shares of Common Stock of the Company obtainable by multiplying the Exchange
Price in effect immediately prior to such adjustment by the number of shares of
Common Stock acquirable immediately prior to such adjustment and dividing the
product thereof by the new Exchange Price resulting from such
adjustment.

     

    4.2           Subdivisions, Combinations
and Stock
Dividends.  If the Company shall at any time subdivide by
split-up or otherwise, its outstanding Common Stock into a greater number of
shares, or issue additional Common Stock as a dividend, bonus issue or
otherwise with respect to any Common Stock, the Exchange Price in effect
immediately prior to such subdivision or share dividend or bonus issue shall be
proportionately reduced and the number of shares acquirable upon exchange
hereunder shall be proportionately increased. Conversely, in case the
outstanding Common Stock of the Company shall be combined into a smaller number
of shares, the Exchange Price in effect immediately prior to such combination
shall be proportionately increased.

    


    4.3           Reclassification, Exchange,
Substitutions, Etc. Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or class
of the securities issuable upon exchange or exercise of this Warrant, Holder
shall be entitled to receive an amended warrant for the number and kind of
securities and property that Holder would have received for the Warrant Stock if
this Warrant had been exercised immediately before such reclassification,
exchange, substitution, or other event.  The Company or its successor
shall promptly issue to Holder an amendment to this Warrant setting forth the
number and kind of such new securities or other property issuable upon exchange
or exercise of this Warrant as a result of such reclassification, exchange,
substitution or other event that results in a change of the number and/or class
of securities issuable upon exchange or exercise of this Warrant.  The
amendment to this Warrant shall provide for adjustments (as determined in good
faith by the Company’s Board of Directors) which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Article 4
including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exchange of the new
Warrant.  The provisions of this Section 4.3 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other similar
events.


    
      
         


      

      
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    4.4.           Notices of Record Date,
Etc.  In the event that the Company shall:

    


    (1) declare or propose to declare any
dividend upon its Common Stock, whether payable in cash, property, stock or
other securities and whether or not a regular cash dividend, or

    


    (2)  offer for sale any
additional shares of any class or series of the Company’s stock or securities
exchangeable for or convertible into such stock in any transaction that would
give rise (regardless of waivers thereof) to pre-emptive rights of any class or
series of stockholders, or

    


    (3)  effect or approve any
reclassification, exchange, substitution or recapitalization of the capital
stock of the Company, including any subdivision or combination of its
outstanding capital stock, or consolidation or merger of the Company with, or
sale of all or substantially all of its assets to, another corporation, or to
liquidate, dissolve or wind up (including an assignment for the benefit of
creditors), or

    


    (4)  offer holders of
registration rights the opportunity to participate in any proposed registration
of the Company’s securities,

    


    then, in connection
with such event, the Company shall give to Holder:

    


              (i)
at least ten (10) days prior written notice of the date on which the books of
the Company shall close or a record shall be taken for such a dividend or offer
in respect of the matters referred to in (1) or (2) above, or for determining
rights to vote in respect of the matters referred to in (3) above;
and

    


              (ii)
in the case of the matters referred to in (3) above, at least ten (10) days
prior written notice of the date when the same shall take place.  Such
notice in accordance with the foregoing clause (1) shall also specify, in the
case of any such dividend, the date on which the holders of capital stock shall
be entitled thereto and the terms of such dividend, and such notice in
accordance with clause (2) shall also specify the date on which the holders of
capital stock shall be entitled to exchange their capital stock for securities
or other property deliverable upon such reorganization, reclassification,
exchange, substitution, consolidation, merger or sale, as the case may be, and
the terms of such exchange. Each such written notice shall be given by first
class mail, postage prepaid, addressed to the holder of this Warrant at the
address of Holder; and

    


    (iii)  in the case of the
matter referred to in (4) above, the same notice as is given or required to be
given to the holders of such registration rights.

    


    4.5           Adjustment by Board of
Directors.  If any event occurs as to which, in the opinion of
the Board of Directors of the Company, the provisions of this Section 4 are not
strictly applicable or if strictly applicable would not fairly protect the
rights of the Holder in accordance with the essential intent and principles of
such provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such rights, but in no event shall any adjustment
have the effect of increasing the Exchange Price as otherwise determined
pursuant to any of the provisions of this Section 4, except in the case of a
combination of shares of a type contemplated in Section 4.2 and then in no
event to an amount larger than the Exchange Price as adjusted pursuant to
Section 4.2.


    
      
         


      

      
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    4.6           Officers’ Statement as to
Adjustments.  Whenever the Exchange Price and/or number of
shares of Warrant Stock subject to the Warrant is required to be adjusted as
provided in Section 4, the Company shall forthwith file at each office
designated for the exchange of this Warrant with a copy to the Holder notice
parties set forth in Section 7 hereof a statement, signed by the Chief Executive
Officer or Chief Financial Officer of the Company, showing in reasonable detail
the facts requiring such adjustment, the Exchange Price and number of
issuable shares that will be effective after such adjustment; provided, however,
such statement shall not be required to the extent the information requested in
this Section 4.6 is available through the Company’s current reports filed with
the Securities and Exchange Commission. If at any time the information described
in this Section 4.6 is readily available through the Company’s reports filed
with the Securities and Exchange Commission, the Company shall not be required
to provide a separate notice of adjustment to the Holder; provided, however, if
such information is not readily available through the Company’s current reports
filed with the Securities Exchange Commission and made public, the Company shall
cause a notice setting forth any such adjustments to be sent by mail, first
class, postage prepaid, to the record Holder of this Warrant at its notice
address(es) appearing in Section 7.

    


    4.7           Issue of Securities other
than Common Stock.  In the event that at any time, as a result
of any adjustment made pursuant to Section 4, the Holder thereafter shall become
entitled to receive any securities of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exchange of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Section 4.


    
      
         


      

      
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    Section
5.            Rights
and Obligations of the Warrant Holder.

    


    Except as otherwise specified in this
Warrant, this Warrant shall not entitle the Holder to any rights of a holder of
Common Stock in the Company until such time as this Warrant is exchanged or
exercised.  Notwithstanding the foregoing, if during the term of this
Warrant the Company proposes to file a registration statement under the
Securities Act with respect to an offering for its own account of any class of
its equity securities (other than a registration statement on Form S-8 (or any
successor form) or any other registration statement relating solely to employee
benefit plans or filed in connection with an exchange offer, a transaction to
which Rule 145 (or any successor provision) under the Securities Act applies),
then the Company shall in each case give written notice of such proposed filing
to Holder as soon as practicable (but no later than 20 business days) before the
anticipated filing date, and such notice shall offer Holder the opportunity to
register such number of shares of Warrant Stock as Holder may request. Holder
shall advise the Company in writing within 10 business days after the date on
which the Company's notice is so given, setting forth the number of shares of
Warrant Stock for which registration is requested. If the Company's offering is
to be an underwritten offering, the Company shall, subject to the further
provisions of this Agreement, use its reasonable best efforts to cause the
managing underwriter or underwriters to permit the Holders of the Warrant Stock
requested to be included in the registration for such offering to include such
Warrant Stock in such offering on the same terms and conditions as any similar
securities of the Company included therein, subject to Holder’s execution of an
underwriting agreement with the managing underwriter or underwriters selected by
the Company in the same manner as other holders participating in the
registration. In connection with any such offering, the Company will (i) include
only such information relating to the Holder and the sale of Holder’s securities
as Holder shall specifically permit and (ii)  indemnify the Holder
against liabilities, losses and damages that Holder may incur in connection with
the offering, including those relating to the applicable securities laws, and
any breach by the Company of this Warrant.

    


    Section
6.            Restrictive
Stock Legend.

    


    This Warrant and the Warrant Stock have
not been registered under any securities laws.  Accordingly, any share
certificates issued pursuant to the exchange of this Warrant shall (until
receipt of an opinion of counsel in customary form that such legend is no longer
necessary) bear the following legend:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OF DISTRIBUTION
THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN
CUSTOMARY FORM THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
ACT.

    


    Section
7.            Notices.

    


    Any notice or other communication
required or permitted to be given here shall be in writing and shall be
effective (a) upon hand delivery or delivery by e-mail or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received) or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received), or (b) on the third
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communication shall
be:


    
      
         


      

      
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    if to Holder, at

    


    Partners for Growth II,
L.P.

    180 Pacific Avenue

    San Francisco, California
94111

    Attention:  Chief Financial
Officer

    Fax:  (415)
781-0510

    


    with a copy (not constituting notice)
to

    


    Greenspan Law Office

    Attn: Benjamin Greenspan,
Esq.

    620 Laguna Road

    Mill Valley, CA 94941

    Fax: (415) 738-5371

    Email:
ben@greenspan-law.com

    


    or

    


         if
to the Company, at

    


    Composite
Technology Corporation

    2026
McGaw Avenue

    Irvine,
CA 92614

    Attn: DJ
Carney, CFO

    Fax:   ***

    Email:
***

    


         with
a copy to:

    


    Richardson
Patel LLP

    Attn:
Ryan Hong

    10900
Wilshire Boulevard

    Suite
500

    Los
Angeles, California 90024-6525

    Facsimile:
(310) 208-1154

    Email:
rhong@richardsonpatel.com

    


    Each
party hereto may from time to time change its address for notices under this
Section 7 by giving at least 10 calendar days’ notice of such changes
address to the other party hereto.

    


    Section
8.            Amendments
and Waivers.

    


    This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant may only be amended by an instrument in
writing signed by both parties.

     

    
      ***
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.


    

    
      
         


      

      
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    Section
9.            Applicable
Law; Severability.

    


    This Warrant shall be governed by and
construed and enforced in accordance with the laws of the State of
Nevada.  If any one or more of the provisions contained in this
Warrant, or any application of any provision thereof, shall be invalid, illegal,
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and all other applications of any
provision thereof shall not in any way be affected or impaired
thereby.

    


    Section
10.          Construction.

    


    The terms of the Warrant Purchase
Agreement to which this Warrant is attached as Exhibit 1 are incorporated by
reference herein.  Terms used but not defined herein have the meaning
set forth in the Warrant Purchase Agreement.

    


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        11

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed on the day and year first above
written.

    


    
      
        	
                COMPANY:

              	 
      	
                ACKNOWLEDGED
      AND AGREED:

              
	 
      	 
      	 
      
	
                COMPOSITE
      TECHNOLOGY CORPORATION

              	 
      	
                HOLDER:

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                  

              	 
      	
                Partners
      for Growth II, L.P.

              
	 
      	 
      	 
      	 
      	 
      
	
                Name:

              	
                  

              	 
      	
                By:

              	
                _______________________

              
	 
      	 
      	 
      	 
      	
                ___________________,
      Manager of

              
	
                Title:

              	
                  

              	 
      	 
      	
                Partners
      for Growth II, LLC,

              
	 
      	 
      	 
      	 
      	
                Its
      General Partner

              


      

    

    


    Warrant
Signature Page


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    To:

    


                                  ELECTION
TO EXCHANGE

    


    1.           The
undersigned hereby exercises its right to exchange its Warrant for
_________________ fully paid, validly issued and nonassessable Shares covered by
the attached Warrant in accordance with the terms thereof.

    


    1.           The
undersigned hereby elects to exercise the attached Warrant for fully paid,
validly issued and nonassessable Shares by payment of $__________ as specified
in the attached Warrant.  This right is exercised with respect to
___________ of shares.

    


             [Strike
the paragraph above that does not apply.]

    


    The
undersigned requests that certificates for such shares be issued in the name of,
and delivered to:

    


                           ______________________

                           ______________________

                           ______________________

    


    2.           By
its execution below and for the benefit of the Company, the undersigned hereby
restates each of the representations and warranties in Section 4 of the Warrant
Purchase Agreement as of the date hereof.

    


    Date:
_____________________      [Holder]

    


    
      
        
          
            	
                    By

                  	
                      

                  	 
	 
      	
                    Name:

                  	 
	 
      	
                    Title:

                  	 


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    ASSIGNMENT
FORM

    


    To:

    


            The
undersigned hereby assigns and transfers this Warrant to

    


    __________________________________________________

     (Insert
assignee’s social security or tax identification number)

    


    ____________________________________________________________________

    (Print or
type assignee’s name, address and postal code)

    ____________________________________________________________________

    


    ____________________________________________________________________

    


    and
irrevocably appoints _______________________________________ to transfer this
Warrant on the books of the Company.

    


    Date:
__________________   Partners for Growth II, L.P.

    


    
      
        
          	 
      	
                  By
      __________________________

                	 
	 
      	
                  Name:
      _______________, Manager of

                	 
	 
      	
                  Partners
      for Growth II, LLC, Its General Partner