SECURITIES PURCHASE AGREEMENT BY AND AMONG TONTINE CAPITAL PARTNERS, L.P., TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. AND TOWER TECH HOLDINGS INC. MARCH 1, 2007Securities Purchase Agreement • March 5th, 2007 • Tontine Capital Partners L P • Blank checks • Wisconsin
This SECURITIES PURCHASE AGREEMENT, dated as of March 1, 2007, is entered into by and among TOWER TECH HOLDINGS INC., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
FORM OF IRREVOCABLE PROXYIrrevocable Proxy • March 5th, 2007 • Tontine Capital Partners L P • Blank checks
All capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings set forth in that certain Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among Tontine Capital Partners, L.P., a Delaware Limited Partnership (“Tontine”), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands Limited Partnership (“TCOMF,” and together with Tontine, the “Purchasers”) and Tower Tech Holdings Inc., a Nevada corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TOWER TECH HOLDINGS INC. TONTINE CAPITAL PARTNERS, L.P. AND TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. MARCH 1, 2007Registration Rights Agreement • March 5th, 2007 • Tontine Capital Partners L P • Blank checks • Wisconsin
This REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2007 (the “Agreement”), is entered into by and among TOWER TECH HOLDINGS INC., a Nevada corporation (the “Company”), TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP” or a “Purchaser”) and TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (a “Purchaser” and together with TCP, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2007 • Tontine Capital Partners L P • Blank checks • Wisconsin
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made this 1st day of March, 2007, by and between TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP” and a “Buyer”), TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. (“TCOMF,” a “Buyer” and collectively with TCP, the “Buyers”), CHRISTOPHER C. ALLIE, RAYMOND L. BRICKNER III, TERENCE P. FOX and DANIEL P. WERGIN (each a “Seller” and collectively, the “Sellers”).
