Benton Wilcoxon Stock Transfer Agreement in Event of Default with Investors – March 3, 2006

Summary

This agreement is between Benton Wilcoxon and several investors who hold Senior Secured Convertible Notes issued by Composite Technology Corporation. Wilcoxon agrees that if the company defaults under a specific section of the notes, he will transfer 4,741,936 shares of the company's common stock to the investors, divided according to the amount each investor holds. The number of shares to be transferred decreases as the notes are repaid or converted. Wilcoxon’s obligation ends once all the notes are fully repaid or converted to equity.

EX-10.7 15 v037014_ex10-7.txt BENTON WILCOXON March 3, 2006 Investors set forth on Schedule A hereto (the "Investors") Gentlemen: I, Benton Wilcoxon, hereby covenant and agree, that upon an Event of Default (as defined in the Senior Secured Convertible Notes (the "Notes") issued by Composite Technology Corporation (the "Company") to each of the Investors on the date hereof) by the Company under Section 4(a)(v) of any such Note, that I shall promptly transfer for no additional consideration, 4,741,936 (as adjusted for stock splits, stock dividends, reverse stock splits, reclassifications, recapitalizations and similar events) shares of common stock, par value $0.001 per share, of the Company (the "Shares") to the Investors, on a pro rata basis, based on principal amount of Notes held by each such Investor; provided, that for each $1,000 of principal amount of the Notes that are repaid or converted, the number of Shares that I shall be obligated to deliver hereunder shall reduced by 1,354.83 shares. My obligations hereunder shall terminate upon repayment in full and/or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company under the Notes. This letter agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of New York. Very truly yours, By: _____________________________ Benton Wilcoxon SCHEDULE A Hudson Bay Fund LP Enable Growth Partners LP Enable Opportunity Partners LP Pierce Diversified Strategy Master Fund LLC Capital Ventures International Lane Capital Markets