Registration Rights Agreement By and Among Tower Tech Holdings Inc. And the Shareholders of Brad Foote Gear Works, Inc. OCTOBER 19, 2007Registration Rights Agreement • October 24th, 2007 • Tower Tech Holdings Inc. • Fabricated structural metal products • Wisconsin
This REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2007 (the “Agreement”), is entered into by and among TOWER TECH HOLDINGS INC., a Nevada corporation (the “Company”) and J. Cameron Drecoll, an individual and resident of Illinois (“Drecoll”), Pat Rosmonowski, an individual and resident of Illinois (“Rosmonowski”), Dennis Palmer, an individual resident in Florida (“Palmer”) and Noel Davis, an individual resident in Indiana (“Davis”) (Drecoll, Rosmonowski, Palmer and Davis are collectively referred to herein as the “Purchasers”).
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
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2007 • Tower Tech Holdings Inc. • Fabricated structural metal products • Wisconsin
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of October 19, 2007, by and between Tower Tech Holdings, Inc. (the “Company”), and J. Cameron Drecoll (the “Executive”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2007 • Tower Tech Holdings Inc. • Fabricated structural metal products • Wisconsin
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 19, 2007, 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”), TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (“TCOMF”) and TONTINE PARTNERS, L.P., a Delaware limited partnership, TONTINE OVERSEAS FUND, LTD., a Cayman Islands exempted company, and TONTINE 25 OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (collectively, the “New Stockholders” and together with TCP and TCOMF, the “Stockholders”).
