LOCKUP AGREEMENT
The undersigned hereby agrees that for a period commencing on the date hereof
and expiring on the expiration of the Pledge and Escrow Agreement (the "Pledge
and Escrow Agreement") dated as of December ___, 2005 between Xxxxxx Xxxxxxxx
(the "Pledgor"), Earthshell Corporation, Xxxxx Xxxxxxxx, Esq., Cornell Capital
Partners, LP ("Cornell") (the "Lock-up Period"), the Pledgor will not, directly
or indirectly, without the prior written consent of the Cornell,
(i) upon and after the occurrence of an Event of Default (as such term
is defined in the Pledge and Escrow Agreement), pledge, encumber,
hypothecate, grant a security interest in, lend, issue, offer, agree
or offer to sell, sell, grant an option for the purchase or sale of,
transfer, assign, distribute or otherwise encumber or dispose of any
Common Stock or Securities (as defined below) of Composite
Technology Corporation.
For purposes hereof, "Securities" shall include, without limitation, any
capital stock or options, rights, warrants or other securities underlying,
convertible into, exchangeable or exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the undersigned), or any beneficial interest therein.
This Lockup Agreement is a condition precedent to the Pledge and Escrow
Agreement and is a material inducement to Cornell entering into the Pledge and
Escrow Agreement and extending certain financial accommodations to Earthshell
Corporation. Cornell would not have extended such financial accommodations to
Earthshell Corporation absent this Lockup Agreement.
Dated: _______________, 2005
Signature
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Address: 0000 XxXxxx Xxxxxx
Xxxxxx, XX 00000
420649159
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