EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT DATED MARCH 1, 2007Registration Rights Agreement • March 5th, 2007 • Tower Tech Holdings Inc. • Blank checks • Wisconsin
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT DATED MARCH 1, 2007 BETWEEN TOWER TECH HOLDINGS INC. AND THE BUYERS NAMED THEREINSecurities Purchase Agreement • March 5th, 2007 • Tower Tech Holdings Inc. • Blank checks • Wisconsin
ASSOCIATED BANK ------ PROMISSORY NOTEPromissory Note • May 11th, 2006 • Tower Tech Holdings Inc. • Blank checks • Wisconsin
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG BLACKFOOT ENTERPRISES, INC.Share Exchange Agreement • November 21st, 2005 • Blackfoot Enterprises Inc • Blank checks • Nevada
BROADWIND, INC. Common Stock ($0.001 par value per share) Sales AgreementSales Agreement • September 12th, 2022 • Broadwind, Inc. • Nonferrous foundries (castings) • New York
Broadwind, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC (collectively, the “Agent”), as follows:
EXHIBIT 10.4Lease Agreement • May 11th, 2006 • Tower Tech Holdings Inc. • Blank checks • Wisconsin
BROADWIND ENERGY, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement July 31, 2018At Market Issuance Sales Agreement • July 31st, 2018 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • New York
Broadwind Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with Roth Capital Partners, LLC (the “Agent”) as follows:
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 27, 2006, BY AND BETWEEN TOWER TECH HOLDINGS, INC. AND DUTCHESS PRIVATE EQUITIES FUND, L.P. REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "AGREEMENT"), dated as of June...Registration Rights Agreement • June 30th, 2006 • Tower Tech Holdings Inc. • Blank checks • Massachusetts
APRIL 1, 2006 AMENDED LINE OF CREDIT AGREEMENTS WITH RELATED PARTIESLine of Credit Agreement • August 14th, 2006 • Tower Tech Holdings Inc. • Blank checks • Wisconsin
BROADWIND ENERGY, INC. and WELLS FARGO, NATIONAL ASSOCIATION as Rights Agent, Section 382 Rights Agreement Dated as of February 12, 2013Section 382 Rights Agreement • February 13th, 2013 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of February 12, 2013 (this “Agreement”), by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (the “Rights Agent”).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 1st, 2009 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • South Dakota
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
EXHIBIT 10.1 INVESTMENT AGREEMENT, DATED AS OF JUNE 27, 2006, BY AND BETWEEN TOWER TECH HOLDINGS, INC. AND DUTCHESS PRIVATE EQUITIES FUND, L.P. INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of June 27, 2006 by and between...Investment Agreement • June 30th, 2006 • Tower Tech Holdings Inc. • Blank checks • Massachusetts
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2012 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of December 17, 2012, by and between BROADWIND ENERGY, INC. (the “Company”), and Peter C. Duprey (“Executive”).
Broadwind, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 9th, 2021 • Broadwind, Inc. • Nonferrous foundries (castings) • New York
This Confirmation sets forth the terms of the agreement of Craig-Hallum Capital Group LLC (the “Manager”) with Broadwind, Inc. (the “Company”) relating to the sale of up to $10,000,000 of shares of the Company’s common stock, par value $0.001 per share, pursuant to the Equity Distribution Agreement between the Company and the Manager, dated March 9, 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
Severance and Non-Competition AgreementSeverance and Non-Competition Agreement • August 12th, 2022 • Broadwind, Inc. • Nonferrous foundries (castings) • Illinois
This Severance and Non-Competition Agreement (this “Agreement”) is made and entered into as of the 10th day of August 2022 and effective as of the 10th day of August, 2022 (the “Effective Date”), by and between Thomas Ciccone (the “Employee”) and BROADWIND, INC. (the “Company”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG TONTINE CAPITAL PARTNERS, L.P., TONTINE PARTNERS, L.P., TONTINE OVERSEAS FUND, LTD., TONTINE 25 OVERSEAS MASTER FUND, L.P. AND BROADWIND ENERGY, INC. APRIL 22, 2008Securities Purchase Agreement • April 28th, 2008 • Broadwind Energy, Inc. • Fabricated structural metal products • Illinois
This SECURITIES PURCHASE AGREEMENT, dated as of April 22, 2008, is entered into by and among BROADWIND ENERGY, INC., a Nevada corporation formerly known as Tower Tech Holdings Inc. (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENT dated as of between Broadwind Energy, Inc. (the “Company”) and (“Indemnitee”)Indemnification Agreement • May 7th, 2010 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware
WHEREAS, the Board of Directors has determined that the Company’s ability to attract and retain qualified persons as directors and officers is necessary to further the best interests of the Company’s stockholders and that in order to attract such individuals, the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
15,000,000 Shares BROADWIND ENERGY, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2010 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of June 30, 2008, by and between BROADWIND ENERGY, INC. (the “Company”), and Robert Paxton (“Executive”).
FORM OF ACCOUNT PURCHASE AGREEMENT TO BE EXECUTED BY CERTAIN SUBSIDIARIES OF BROADWIND ENERGY, INC.Account Purchase Agreement • November 5th, 2010 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Colorado
This Account Purchase Agreement is dated as of September 28, 2010, is entered into between Wells Fargo Bank, National Association (together with its successors and assigns, “WFBC”), acting through its Wells Fargo Business Credit operating division, and [ ] (the “Customer”). The Customer and WFBC agree as follows:
REGISTRATION RIGHTS AGREEMENT by and among BROADWIND ENERGY, INC., and the SHAREHOLDERS OF BADGER TRANSPORT, INC. June 4, 2008Registration Rights Agreement • June 10th, 2008 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Wisconsin
This REGISTRATION RIGHTS AGREEMENT, dated as of June 4, 2008 (the “Agreement”), is entered into by and among BROADWIND ENERGY, INC., a Nevada corporation (the “Company”) and Allen F. Johnson Jr., an individual and resident of Wisconsin (“Purchaser”)
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2010 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 1, 2008, by and between BROADWIND ENERGY, INC. (the “Company”), and Jesse E. Collins, Jr. (the “Executive”).
amended and restated loan and security agreement Dated as of february 25, 2019 among BROADWIND ENERGY, INC., BRAD FOOTE GEAR WORKS, INC., BROADWIND TOWERS, INC., BROADWIND SERVICES, LLC, AND RED WOLF COMPANY, LLC, THE BORROWER THE OTHER LOAN PARTIES...Loan and Security Agreement • February 26th, 2019 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Illinois
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 23rd, 2012 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • New York
THIS LOAN AND SECURITY AGREEMENT (together with all schedules, riders and exhibits annexed hereto from time to time, this “Agreement”) is entered into this 23rd day of August, 2012, between ALOSTAR BANK OF COMMERCE, a state banking institution incorporated or otherwise organized under the laws of the State of Alabama (“Lender”), and BROADWIND ENERGY, INC., a Delaware corporation (“Borrower”). All schedules, riders and exhibits annexed hereto are incorporated herein and made a part hereof.
SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTEConvertible Note Agreement • October 24th, 2007 • Tower Tech Holdings Inc. • Fabricated structural metal products • Wisconsin
FOR VALUE RECEIVED, TOWER TECH HOLDINGS INC., a Nevada corporation (hereinafter referred to as the “Borrower”), hereby promises to pay to the order of TONTINE OVERSEAS FUND, LTD., and its successors and assigns (hereinafter referred to as “Holder”), in the manner hereinafter provided, the principal sum of EIGHT MILLION, NINETY-ONE THOUSAND, FOUR HUNDRED EIGHTY-TWO DOLLARS AND FOUR CENTS ($8,091,482.04), as it may be increased herein, in immediately available funds and in lawful money of the United States of America, together with interest thereon, all in accordance with the provisions hereinafter specified. This Note is one of approximately $25,000,000 in aggregate principal amount of Senior Subordinated Convertible Promissory Notes (each a “Note” and collectively, the “Notes”) issued pursuant to the Securities Purchase Agreement dated August 22, 2007, by and among the Borrower and the original purchasers of the Notes (the “Purchase Agreement”), and is subject to the provisions set for
CONTINUING GUARANTY JANUARY 15, 2009Continuing Guaranty • January 22nd, 2009 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Illinois
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Brad Foote Gear Works, Inc. (the “Borrower”) by BANK OF AMERICA, N.A. and any other subsidiaries or affiliates of Bank of America Corporation and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (collectively, the “Guarantor”, jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:
NOTE MODIFICATION AGREEMENTNote Modification Agreement • December 10th, 2008 • Broadwind Energy, Inc. • Nonferrous foundries (castings)
This Note Modification Agreement (the “Agreement”) is dated as of December 9, 2008 and is made by and between BRAD FOOTE GEAR WORKS, INC., f/k/a BFG Acquisition Corp., an Illinois corporation (“Borrower”) and BANK OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank National Association f/k/a LaSalle National Bank f/k/a LaSalle Bank NI (the “Bank”).
EQUIPMENT LINE NOTE (Non-Revolving Line With Conversion)Equipment Line Note • April 15th, 2008 • Broadwind Energy, Inc. • Fabricated structural metal products
The undersigned, BRAD FOOTE GEAR WORKS, INC., f/k/a BFG Acquisition Corp., an Illinois corporation (the “Borrower”), with its chief executive office located at 1309 S. Cicero Avenue, Cicero, Illinois 60650, for value received, hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION f/k/a LaSalle National Bank f/k/a LaSalle Bank NI, a national banking association (collectively, together with any holder hereof, the “Bank”), at the Bank’s main offices at 135 South LaSalle Street, Chicago, Illinois 60603, or such other address hereafter designated by the Bank in writing, the principal sum of Nine Million and 00/100 ($9,000,000.00) Dollars (U.S.) or if less, the aggregate unpaid principal amount of all advances (“Advances”) made by the Bank to the Borrower under this Note, plus all accrued and unpaid interest calculated and payable at the applicable rates and in the manner described below. Amounts borrowed and repaid under this Note may not be reborrowed.
AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2008 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware
This AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 31, 2008, is entered into by and among Broadwind Energy, Inc. (f/k/a Tower Tech Holdings Inc.), a Delaware corporation (the “Company”) and the undersigned stockholders (the “Stockholders”) of the Company.
GUARANTYGuaranty • April 15th, 2008 • Broadwind Energy, Inc. • Fabricated structural metal products
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lender (with its participants, successors and assigns), at its option, at any time or from time to time to make loans or extend other accommodations to or for the account of Tower Tech Systems Inc. (Borrower) or to engage in any other transactions with Borrower, the Guarantor hereby absolutely and unconditionally guarantees to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:
BORROWER NAME AND ADDRESS LENDER NAME AND ADDRESS LOAN DESCRIPTIONCommercial Loan Agreement • April 15th, 2008 • Broadwind Energy, Inc. • Fabricated structural metal products
Tower Tech Systems Inc. 101 S. 16th St., P.O. Box 1957 Manitowoc, WI 54221-1957 Investors Community Bank 860 N. Rapids Road P.O. Box 700 Manitowoc, WI 54221-0700 Number 44938101 mas Amount $2,500,000.00 Date 10-04-2007
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender BROADWIND, INC., as Administrative Borrower, the other parties named herein as Borrowers and, the parties named herein as GuarantorsCredit Agreement • August 8th, 2022 • Broadwind, Inc. • Nonferrous foundries (castings) • Illinois
AMENDED AND RESTATED RENEWAL REVOLVING NOTERenewal Revolving Note • December 10th, 2008 • Broadwind Energy, Inc. • Nonferrous foundries (castings)
On or before January 15, 2009 (the “Maturity Date”), the undersigned, BRAD FOOTE GEAR WORKS, INC., f/k/a BFG Acquisition Corp., an Illinois corporation (the “Borrower”), with its chief executive office located at 1309 S. Cicero Avenue, Cicero, Illinois 60804, for value received, hereby promises to pay to the order of BANK OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank National Association f/k/a LaSalle National Bank f/k/a LaSalle Bank NI (collectively, together with any holder hereof, the “Bank”), at the Bank’s main offices at 135 South LaSalle Street, Chicago, Illinois 60603, or such other address hereafter designated by the Bank in writing, the principal sum of Seven Million and 00/100 ($7,000,000.00) Dollars (U.S.), or if less, the aggregate unpaid principal amount of all advances (“Advances”) made by the Bank to the Borrower under this Note, plus all accrued and unpaid interest calculated and payable at the applicable rates and in the manne
AMENDMENT AGREEMENTAmendment Agreement • May 9th, 2013 • Broadwind Energy, Inc. • Nonferrous foundries (castings)
THIS AMENDMENT AGREEMENT, dated as of April 1, 2013 (this “Amendment Agreement”), among BROADWIND ENERGY, INC., a Delaware corporation (the “Company”); TONTINE CAPITAL MANAGEMENT, L.L.C., a Delaware limited liability company (“TCM”); TONTINE CAPITAL OVERSEAS GP, L.L.C., a Delaware limited liability company (“TCO”); TONTINE MANAGEMENT, L.L.C., a Delaware limited liability company (“TM”); TONTINE OVERSEAS ASSOCIATES, L.L.C., a Delaware limited liability company (“TOA”); TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P., a Cayman Islands limited partnership (“TCP 2”); TONTINE POWER PARTNERS, L.P., a Delaware limited partnership (“TPP”); TONTINE ASSOCIATES, L.L.C., a Delaware limited liability company (“TA”); TONTINE PARTNERS, L.P., a Delaware limited partnership (“TP”); TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP”); TONTINE OVERSEAS FUND, LTD., a Cayman Islands exempted company (“TOF”); TONTINE 25 OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (“T25”
BROADWIND ENERGY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 9th, 2012 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware
Broadwind Energy, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of , (the “Grant Date”), pursuant to the terms and conditions of the Broadwind Energy, Inc. 2012 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).
