Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


BROADWIND
ENERGY, INC.,


 


and


 


the
SHAREHOLDERS OF BADGER TRANSPORT, INC.


 


June 4,
2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE
  2 Registration Rights

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Current Public Information

  	
  4

  
	
  2.2

  	
  Piggyback Registration

  	
  4

  
	
  2.3

  	
  Underwriting; Holdback Agreements

  	
  5

  
	
  2.4

  	
  Registration Procedures

  	
  6

  
	
  2.5

  	
  Conditions Precedent to Company’s
  Obligations Pursuant to this Agreement

  	
  8

  
	
  2.6

  	
  Fees and Expenses

  	
  8

  
	
  2.7

  	
  Indemnification

  	
  8

  
	
  2.8

  	
  Participation in Registrations

  	
  11

  
	
  2.9

  	
  Compliance

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3 Transfers of Certain Rights

  	
  11

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Transfer

  	
  11

  
	
  3.2

  	
  Transferees

  	
  12

  
	
  3.3

  	
  Subsequent Transferees

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4 Representations of Purchaser

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Certain Representations of the
  Purchaser

  	
  12

  
	
  4.2

  	
  Effect of Representations

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5 Miscellaneous

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Recapitalizations, Exchanges, etc

  	
  13

  
	
  5.2

  	
  No Inconsistent Agreements

  	
  13

  
	
  5.3

  	
  Amendments and Waivers

  	
  13

  
	
  5.4

  	
  Severability

  	
  13

  
	
  5.5

  	
  Counterparts

  	
  13

  
	
  5.6

  	
  Notices

  	
  13

  
	
  5.7

  	
  Governing Law

  	
  14

  
	
  5.8

  	
  Forum; Service of Process

  	
  14

  
	
  5.9

  	
  Captions

  	
  14

  
	
  5.10

  	
  No Prejudice

  	
  14

  
	
  5.11

  	
  Words in Singular and Plural Form

  	
  14

  
	
  5.12

  	
  Remedy for Breach

  	
  15

  
	
  5.13

  	
  Successors and Assigns, Third Party
  Beneficiaries

  	
  15

  
	
  5.14

  	
  Entire Agreement

  	
  15

  
	
  5.15

  	
  Attorneys’ Fees

  	
  15

  
	
  5.16

  	
  Termination of Rights

  	
  15

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


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”)


 


RECITALS:


 


A.            The Company desires to issue and sell five
hundred eighty-one thousand nine hundred fifty nine (581,959) shares of its
Common Stock to the Holders as set forth in the Stock Purchase Agreement, dated
as of April 24, 2008, entered into by and among the Company, Badger
Transport, Inc. and the Purchaser (the “Stock Purchase Agreement”);


 


B.            It is a condition precedent to the
consummation of the transactions contemplated by the Stock Purchase Agreement
that the Company provide for the rights set forth in this Agreement; and


 


C.            Certain terms used in this Agreement are
defined in Article 1 hereof.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
intending to be legally bound, the parties hereto hereby agree as follows:


 


ARTICLE 1

DEFINITIONS


 


“Affiliate” means any Person that directly or indirectly
controls, or is under control with, or is controlled by such Person.  As used in this definition, “control”
(including with its correlative meanings, “controlled by” and “under common
control with”) shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person
(whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise).


 


“Business
Day” means
any day excluding Saturday, Sunday or any other day which is a legal holiday
under the laws of the State of Wisconsin or is a day on which banking
institutions therein located are authorized or required by law or other
governmental action to close.


 


 “Closing Date” has the meaning ascribed to such term in the Stock Purchase Agreement.


 


“Common
Stock”
means the common stock, par
value $0.001 per share, of the Company.


 


“Company” has the meaning set forth in the preamble.


 


“Exchange
Act” means the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Holders”  means
holders of the Registrable Securities.


 


“Indemnified
Party” has
the meaning set forth in Section 2.7.


 


“Losses” has the meaning set forth in Section 
2.7.


 


2

















 


“Person” means any individual, company, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated organization,
governmental body or other entity.


 


“Piggyback Registration”  has the
meaning set forth in Section 2.2.


 


“Purchaser” has the meaning set forth in the preamble.


 


“Purchase Price” has the meaning ascribed to such term in the Stock Purchase Agreement.


 


“Registrable
Securities”
means, subject to the immediately following sentences, (i) shares of
Common Stock acquired by the Purchaser from the Company pursuant to the Stock
Purchase Agreement and so long as this Agreement is still in effect, any other
shares of Common Stock acquired by the Purchaser on or after the Closing Date,
and (ii) any shares of Common Stock issued or issuable, directly or
indirectly, with respect to the securities referred to in clause (i) by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.  In addition, any particular shares of Common
Stock constituting Registrable Securities will cease to be Registrable Securities
when they (x) have been effectively registered under the Securities Act
and disposed of in accordance with a Registration Statement covering them, (y) have
been sold to the public pursuant to Rule 144 (or by similar provision
under the Securities Act), or (z) are eligible for resale by the Holder
thereof under Rule 144(k) (or by similar provision under the
Securities Act) without any limitation on the amount of securities that may be
sold under paragraph (e) thereof.


 


“Registration
Statement”
means a registration statement on Form S-3 (or, if the Company is not
eligible to use Form S-3, such other appropriate registration form of the
SEC pursuant to which the Company is eligible to register the resale of
Registrable Securities) filed by the Company under the Securities Act which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such registration statement, which
shall permit the Purchaser to offer and sell, on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, the Registrable Securities.


 


“register,” “registered”
and “registration” each shall refer to a
registration effected by preparing and filing a registration statement or
statements or similar documents in compliance with the Securities Act and the
declaration or ordering of effectiveness of such registration statement(s) or
documents by the SEC.


 


“Rule 144” means Rule 144
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


 


“Rule 415” means Rule 415
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


 


“SEC” means the United States Securities and
Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Securities
Act” means
the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Stock
Purchase Agreement” has the meaning set
forth in the recitals.


 


3

















 


ARTICLE 2

REGISTRATION RIGHTS


 


2.1           Current Public Information.  The Company covenants that it will use its
best efforts to file all reports required to be filed by it under the Exchange
Act and the rules and regulations adopted by the SEC thereunder, and will
use its reasonable best efforts to take such further action as the Holders may
reasonably request, all to the extent required to enable the Holders to sell
Registrable Securities pursuant to Rule 144 or Rule 144A adopted by
the SEC under the Securities Act or any similar rule or regulation
hereafter adopted by the SEC.  The
Company shall, upon the request of a Holder, deliver to such Holder a written
statement as to whether it has complied with such requirements during the
twelve month period immediately preceding the date of such request.


 


2.2           Piggyback Registration.


 


(a)   Whenever the Company
proposes to register any of its securities under the Securities Act (other than
a registration on Form S-4 or S-8 or any successor or similar forms, or the initial
registration statement, or any subsequent resale registration statement, filed
pursuant to Section 2.2 of the Registration Rights Agreement dated
as of March 1, 2007, by and among the Company, Tontine Capital Partners,
L.P., and Tontine Capital Overseas Master Fund, L.P., as amended) and the
registration form to be used may be used for the registration of Registrable
Securities, whether or not for sale for its own account, the Company will give
prompt written notice (but in no event less than 30 days before the anticipated
filing date) to all Holders (other than Holders all of whose Registrable
Securities are then covered by an effective Registration Statement), and such
notice shall describe the proposed registration and distribution and offer to
all such Holders the opportunity to register the number of Registrable
Securities as each such Holder may request. 
The Company will include in such registration statement all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the Holders’ receipt of the Company’s
notice (a “Piggyback Registration”).


 


(b)   The Company shall use its
reasonable best efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering involving a Piggyback Registration to permit the
Registrable Securities requested to be included in a Piggyback Registration to
be included on the same terms and conditions as any similar securities of the
Company or any other security holder included therein and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended
method of distribution thereof.


 


(c)   Any Holder shall have the
right to withdraw its request for inclusion of its Registrable Securities in
any Registration Statement pursuant to this Section 2.2 by giving
written notice to the Company of its request to withdraw; provided, that in the
event of such withdrawal (other than pursuant to Section 2.2(e) hereof),
the Company shall not be required to reimburse such Holder for the fees and
expenses referred to in Section 2.6 hereof incurred by such Holder
prior to such withdrawal, unless such withdrawal was due to a material adverse
change to the Company.  The Company may
withdraw a Piggyback Registration at any time prior to the time it becomes
effective.


 


(d)   If (i) a Piggyback
Registration involves an underwritten offering of the securities being
registered, whether or not for sale for the account of the Company, to be
distributed (on a firm commitment basis) by or through one or more underwriters
of recognized standing under underwriting terms appropriate for such a
transaction, and (ii) the managing underwriter of such underwritten
offering shall inform the Company and Holders requesting such registration by
letter of its belief that the distribution of all or a specified number of such
Registrable Securities concurrently with the securities being distributed by
such underwriters would interfere with the successful marketing of the
securities being distributed by such underwriters (such writing to state the
basis of such belief and the approximate 


 


4

















 


number of such Registrable
Securities which may be distributed without such effect), then the Company will
be required to include in such registration only the amount of securities which
it is so advised should be included in such registration.  In such event: (x) in cases initially
involving the registration for sale of securities for the Company’s own
account, securities shall be registered in such offering in the following order
of priority: (i) first, the securities which the Company proposes to
register, and (ii) second, Registrable Securities and securities which
have been requested to be included in such registration by Persons entitled to
exercise “piggy-back” registration rights pursuant to contractual commitments
of the Company (pro rata based on the amount of securities sought to be
registered by Holders and such other Persons); and (y) in cases not
initially involving the registration for sale of securities for the Company’s
own account, securities shall be registered in such offering in the following
order of priority: (i) first, the securities of any Person whose exercise
of a “demand” registration right pursuant to a contractual commitment of the
Company is the basis for the registration, (ii) second, Registrable
Securities and securities which have been requested to be included in such
registration by Persons entitled to exercise “piggy-back” registration rights
pursuant to contractual commitments of the Company (pro rata based on the
amount of securities sought to be registered by Holders and such other
Persons), and (iii) third, the securities which the Company proposes to
register.


 


(e)   If, as a result of the
proration provisions of this Section 2.2, any Holder shall not be
entitled to include all Registrable Securities in a Piggyback Registration that
such Holder has requested to be included, such holder may elect to withdraw his
request to include Registrable Securities in such registration.


 


(f)    The right of the Holders to
register Registrable Securities pursuant to this Section 2.2 is only
exercisable with respect to Registrable Securities not then covered by an
effective Registration Statement.


 


2.3           Underwriting; Holdback
Agreements.


 


(a)   In the event that one or
more Holders elect to dispose of Registrable Securities under a Registration
Statement pursuant to an underwritten offering or a requested registration
pursuant to Section 2.2 involves an underwritten offering, the
managing underwriter or underwriters shall be selected by the holders of a
majority (by number of shares) of the Registrable Securities to be sold in the
underwritten offering or requested to be included in such Registration
Statement and shall be reasonably acceptable to the Company.  In connection with any such underwritten
offering, the Company shall take all such reasonable actions as are required by
the managing underwriters in order to expedite and facilitate the registration
and disposition of the Registrable Securities, including the Company causing
appropriate officers of the Company or its Affiliates to participate in a “road
show” or similar marketing effort being conducted by such managing underwriters
with respect to such underwritten offering.


 


(b)   All Holders proposing to
distribute their Registrable Securities through an underwritten offering shall
enter into an underwriting agreement in customary form with the managing
underwriters selected for such underwritten offering.


 


(c)   To the extent not
inconsistent with applicable law, in connection with a public offering of
securities of the Company, upon the request of the Company or, in the case of
an underwritten public offering of the Company’s securities, the managing
underwriters, each Holder who beneficially owns (as defined in Rule 13d-3
adopted by the SEC under the Exchange Act) at least 5% of the outstanding
capital stock of the Company will not effect any sale or distribution (other
than those included in the registration statement being filed with respect to
such public offering) of, or any short sale of, or any grant of option to
purchase, or any hedging or similar transaction with respect to, any securities
of the Company, or any securities, options or rights convertible into or
exchangeable or exercisable for 


 


5

















 


such securities during the
14 days prior to and the 90-day period beginning on the effective date of such
public offering, unless the Company, or in the case of an underwritten public
offering, the managing underwriters otherwise agree to a shorter period of time.  At the request of the Company or the managing
underwriters, each such Holder shall execute a customary “lock-up” agreement
consistent with the provisions of this Section 2.3; provided,
however, that no Holder shall be required to enter into any such “lock up”
agreement unless and until all of the Company’s executive officers and
directors execute substantially similar “lock up” agreements and the Company
uses commercially reasonable efforts to cause each holder of more than 5% of
its outstanding capital stock to execute substantially similar “lock up”
agreements.  Neither the Company nor the
underwriter shall terminate, materially amend or waive the enforcement of any
material provision under a “lock up” agreement unless each “lock up” agreement
with a Holder is also amended or waived in a similar manner or terminated, as
the case may be.  The Company may impose
stop-transfer instructions to enforce the restrictions imposed by this Section 2.3.


 


2.4           Registration Procedures.  The Company will use its reasonable best
efforts to effect the registration of Registrable Securities pursuant to this
Agreement in accordance with the intended methods of disposition thereof, and
pursuant thereto the Company will as expeditiously as possible:


 


(a)   before filing the Registration
Statement or any amendment or supplement thereto, the Company will furnish to
any counsel selected by the holders of a majority of the Registrable Securities
a copy of such Registration Statement, amendment or supplement and allow such
counsel reasonable time to review and comment on such Registration Statement,
amendment or supplement prior to the filing thereof and will provide such
counsel with all written correspondence with the SEC regarding such
Registration Statement, amendment or supplement;


 


(b)   prepare and file with the
SEC the Registration Statement, and such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective for the periods
contemplated by the Company or the Persons requesting any Registration
Statement filed pursuant to Section 2.2, and in compliance with all
applicable rules and regulations of the SEC and the terms of this
Agreement;


 


(c)   furnish to each Holder selling
such Registrable Securities such number of copies of such Registration
Statement, each amendment and supplement thereto, the prospectus included in
the Registration Statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Holder;


 


(d)   use its reasonable best
efforts to register or qualify such Registrable Securities under such other
state securities or blue sky laws as the selling Holders selling such
Registrable Securities reasonably requests and do any and all other acts and
things which may be reasonably necessary or reasonably advisable to enable such
Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Holder and to keep each such registration or
qualification (or exemption therefrom) effective during the period which the
Registration Statement is required to be kept effective (provided, that the
Company will not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);


 


(e)   notify each Holder selling
such Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in the Registration
Statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in the light of the 


 


6

















 


circumstances under which they
were made, and, at the request of any such Holder, the Company will as soon as
possible prepare and furnish to such Holder a reasonable number of copies of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made;


 


(f)    cause all such Registrable
Securities to be listed or quoted on each securities exchange or quotation
service on which similar securities issued by the Company are then listed or
quoted and, if not so listed, to be approved for trading on any automated quotation
system of a national securities association on which similar securities of the
Company are quoted;


 


(g)   provide a transfer agent and
registrar for all such Registrable Securities not later than the effective date
of such Registration Statement;


 


(h)   enter into such customary
agreements (including underwriting agreements containing customary
representations and warranties) and take all other customary and appropriate
actions as the holders of a majority of the Registrable Securities being sold
or the managing underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities;


 


(i)    notify each Holder of any
stop order issued or threatened by the SEC;


 


(j)    otherwise comply with all
applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months beginning with the first day of
the Company’s first full calendar quarter after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(k)   in the event of the issuance
of any stop order suspending the effectiveness of a Registration Statement, or
of any order suspending or preventing the use of any related prospectus or
suspending the qualification of any securities included in such Registration
Statement for sale in any jurisdiction, the Company will use its reasonable
best efforts to promptly obtain the withdrawal of such order;


 


(l)    subject to execution and
delivery of mutually satisfactory confidentiality agreements, make available at
reasonable times for inspection by each Holder selling such Registrable
Securities, any managing underwriter participating in any disposition of such
Registrable Securities pursuant to the Registration Statement, and any
attorney, accountant or other agent retained by such Holder or any such
managing underwriter, during normal business hours of the Company at the
Company’s corporate office in Manitowoc, Wisconsin and without unreasonable
disruption of the Company’s business or unreasonable expense to Company and
solely for the purpose of due diligence with respect to the Registration
Statement, legally disclosable, financial and other records and pertinent
corporate documents of the Company and its subsidiaries reasonable requested by
such Persons, and cause the Company’s employees to, and request its independent
accountants to, supply all similar information reasonably requested by any such
Person, as shall be reasonably necessary to enable them to exercise their due
diligence responsibility;


 


(m)  cooperate with each seller
of Registrable Securities and each underwriter participating in the disposition
of such Registrable Securities and their respective counsel in connection with
any filings required to be made with the OTC Bulletin Board or the National
Association of Securities Dealers; and


 


7

















 


(n)   take all other steps
reasonably necessary to effect the registration of the Registrable Securities
contemplated hereby.


 


2.5           Conditions Precedent to
Company’s Obligations Pursuant to this Agreement.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Article 2
with respect to the Registrable Securities of any Holder that such Holder shall
timely furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of distribution of
such securities as shall reasonably be required to effect the registration of
such Holder’s Registrable Securities.


 


2.6           Fees and Expenses.  All expenses incident to the Company’s
performance of or compliance with this Agreement including, without limitation,
all registration and filing fees payable by the Company, fees and expenses of
compliance by the Company with securities or blue sky laws, printing expenses
of the Company, messenger and delivery expenses of the Company, and fees and
disbursements of counsel for the Company and all independent certified public
accountants of the Company, and other Persons retained by the Company will be
borne by the Company, and the Company will pay its internal expenses
(including, without limitation, all salaries and expenses of the Company’s
employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the expense of any liability insurance of the
Company and the expenses and fees for listing or approval for trading of the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on any automated quotation
system of a national securities association on which similar securities of the
Company are quoted.  In connection with
any Registration Statement filed hereunder, the Company will pay the reasonable
fees and expenses of a single counsel retained by the Holders of a majority (by
number of shares) of the Registrable Securities requested to be included in
such Registration Statement.  The Company
shall have no obligation to pay any underwriting discounts or commissions
attributable to the sale of Registrable Securities and any of the expenses
incurred by any Holder which are not payable by the Company, such costs to be
borne by such Holder or Holders, including, without limitation, underwriting
fees, discounts and expenses, if any, applicable to any Holder’s Registrable
Securities; fees and disbursements of counsel or other professionals that any
Holder may choose to retain in connection with a Registration Statement filed
pursuant to this Agreement (except as otherwise provided herein); selling
commissions or stock transfer taxes applicable to the Registrable Securities
registered on behalf of any Holder; any other expenses incurred by or on behalf
of such Holder in connection with the offer and sale of such Holder’s
Registrable Securities other than expenses which the Company is expressly
obligated to pay pursuant to this Agreement.


 


2.7           Indemnification.


 


(a)   The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, Purchaser
and each underwriter, if any, and any Person who controls such underwriter
(within the meaning of Section 15 of the Securities Act), from and against
any loss, claim, damage, liability, reasonable attorney’s fees, cost or expense
and costs and expenses of investigating and defending any such claim
(collectively, the “Losses”),
joint or several, and any action in respect thereof to which the Purchaser may
become subject under the Securities Act or otherwise, insofar as such Losses
(or actions or proceedings, whether commenced or threatened, in respect
thereto) arise out of or are based upon (i) any breach by the Company of
any of its representations, warranties or covenants contained in this
Agreement, (ii) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, prospectus or preliminary or summary
prospectus or any amendment or supplement thereto or (iii) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
shall reimburse the Purchaser for any reasonable legal or any other expenses
actually incurred by them in connection with investigating or defending or
preparing to defend against any such Loss, action or proceeding; provided,
however, that 


 


8

















 


the Company shall not be
liable to the Purchaser or other indemnitee in any such case to the extent that
any such Loss (or action or proceeding, whether commenced or threatened, in
respect thereof) arises out of or is based upon (x) an untrue statement or
alleged untrue statement or omission or alleged omission, made in such
Registration Statement, any such prospectus or preliminary or summary
prospectus or any amendment or supplement thereto, in reliance upon, and in
conformity with, written information prepared and furnished to the Company by
any Holder expressly for use therein and, with respect to any untrue statement
or omission or alleged untrue statement or omission made in any preliminary
prospectus relating to the Registration Statement, to the extent that a
prospectus relating to the Registrable Securities was required to be delivered
by such Holder under the Securities Act in connection with such purchase, there
was not sent or given to such Person, at or prior to the written confirmation
of the sale of such Registrable Securities to such Person, a copy of the final
prospectus that corrects such untrue statement or alleged untrue statement or
omission or alleged omission if the Company had previously furnished copies
thereof to such Holder or (y) use of a Registration Statement or the related
prospectus during a period when a stop order has been issued in respect of such
Registration Statement or any proceedings for that purpose have been initiated
or use of a prospectus when use of such prospectus has been suspended pursuant
to Sections 2.4(e) or (i); provided that in each case, that
such Holder received prior written notice of such stop order, initiation of
proceedings or suspension from the Company.  
In no event, however, shall the Company be liable for indirect,
incidental or consequential or special damages of any kind.


 


(b)   In  connection  with  the  filing  of  the  Registration  Statement  by  the  Company  pursuant  to  this  Agreement,  the  Purchaser  will  furnish  to  the  Company  in  writing  such  information  as  the  Company  reasonably  requests  for  use  in  connection  with  such  Registration  Statement  and  the  related  prospectus  and,  to  the  fullest  extent  permitted  by  law,  the  Purchaser  will  indemnify  and  hold  harmless  the  Company  and  its  officers,  directors,  employees  and  agents,  and  each  underwriter,  if  any,  and  any  Person  who  controls  such  underwriter  (within  the  meaning  of  Section  15  of  the  Securities  Act),  from  and  against  any  Losses,  severally  but  not  jointly,  and  any  action  in  respect  thereof  to  which  the  Company  or  its  officers,  directors,  employees  and  agents,  may  become  subject  under  the  Securities  Act  or  otherwise,  insofar  as  such  Losses  (or  actions  or  proceedings,  whether  commenced  or  threatened,  in  respect  thereof)  arise  out  of  or  are  based  upon  (i)  the  purchase  or  sale  of  Registrable  Securities  during  a  suspension  as  set  forth  in  Section  2.4(e)  or Section 2.4(i) in
each case after receipt of written notice of such suspension, (ii) any
untrue or alleged untrue statement of a material fact contained in the
Registration Statement, prospectus or preliminary or summary prospectus or any
amendment or supplement thereto, or (iii) any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but, with respect to clauses (ii) and (iii) above,
only to the extent that such untrue statement or omission is made in such
Registration Statement, any such prospectus or preliminary or summary
prospectus or any amendment or supplement thereto, in reliance upon and in
conformity with written information prepared and furnished to the Company by
such Holder expressly for use therein or by failure of such Holder to deliver a
copy of the Registration Statement or prospectus or any amendments or
supplements thereto, and such Holder will reimburse the Company for any
reasonable legal or any other expenses incurred by them in connection with
investigating or defending or preparing to defend against any such Loss, action
or proceeding; provided, however, that such Holder shall not be liable in any
such case to the extent that prior to the filing of any such Registration
Statement or prospectus or amendment or supplement thereto, such Holder has
furnished in writing to the Company information expressly for use in such
Registration Statement or prospectus or any amendment or supplement thereto
which corrected or made not misleading information previously furnished to the
Company.  The obligation of each Holder
to indemnify the Company and its officers, directors, employees and agents, shall
be limited to the net proceeds received by such Holder from the sale of
Registrable Securities under such Registration Statement.  In no event, however, shall any Holder be
liable for indirect, incidental or consequential or special damages of any
kind.


 


9
















 


(c)   Promptly after receipt by any Person in
respect of which indemnity may be sought pursuant to Section 2.7(a) or
2.7(b) (an “Indemnified Party”)
of notice of any claim or the commencement of any action, the Indemnified Party
shall, if a claim in respect thereof is to be made against the Person against
whom such indemnity may be sought (an “Indemnifying
Party”), promptly notify the Indemnifying Party in writing of
the claim or the commencement of such action; provided, that the failure to
notify the Indemnifying Party shall not relieve the Indemnifying Party from any
liability which it may have to an Indemnified Party under Section 2.7(a) or
2.7(b) except to the extent of any actual prejudice resulting
therefrom.  If any such claim or action
shall be brought against an Indemnified Party, and it shall notify the
Indemnifying Party thereof, the Indemnifying Party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, that the Indemnified Party shall
have the right to employ separate counsel to represent the Indemnified Party
who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Indemnified Party against the Indemnifying
Party, but the fees and expenses of such counsel shall be for the account of
such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel
or (ii) in the written opinion of counsel to such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due
to actual or potential conflicts of interest between them, it being understood,
however, that the Indemnifying Party shall not, in connection with any one such
claim or action or separate but substantially similar or related claims or
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for all
Indemnified Parties.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
arising out of such claim or proceeding other than the payment of monetary
damages by the Indemnifying Party on behalf of the Indemnified Party.  Whether or not the defense of any claim or
action is assumed by the Indemnifying Party, such Indemnifying Party will not
be subject to any liability for any settlement made without its written
consent, which consent will not be unreasonably withheld.


 


(d)   If the indemnification provided for in this Section 2.7
unavailable to the Indemnified Parties in respect of any Losses referred to
herein notwithstanding that this Section 2.7by its terms provides
for indemnification in such case, then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and the Holders on the other from the offering of the Registrable
Securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company on the one hand and the Holders on the other
in connection with the statements or omissions which resulted in such Losses,
as well as any other relevant equitable considerations. The relative fault of
the Company on the one hand and of each Holder on the other shall be determined
by reference to, among other things, whether any action taken, including any
untrue or alleged untrue statement of a material fact, or the omission or
alleged omission to state a material fact relates to information supplied by
such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 2.7(d) were determined
by pro rata allocation or by any other method of allocation which does not


 


10

















 


take
account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Party as a result of the Losses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. 
Notwithstanding the provisions of this Section 2.7 no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities of such Holder were offered to
the public exceeds the amount of any Losses which such Holder has otherwise
paid by reason of such untrue or alleged untrue statement or omission or
alleged omission.   No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  Each Holder’s obligations to contribute
pursuant to this Section 2.7 is several in the proportion that the
proceeds of the offering received by such Holder bears to the total proceeds of
the offering received by all the Holders. 
The indemnification provided by this Section 2.7 shall be a
continuing right to indemnification with respect to sales of Registrable
Securities and shall survive the registration and sale of any Registrable
Securities by any Holder and the expiration or termination of this
Agreement.  The indemnity and
contribution agreements contained herein are in addition to any liability that
any Indemnifying Party might have to any Indemnified Party.


 


2.8           Participation in Registrations.


 


(a)   No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.


 


(b)   Each Person that is participating in any
registration under this Agreement agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 2.4(e) or
Section 2.4(i) above, such Person will forthwith discontinue
the disposition of its Registrable Securities pursuant to the Registration
Statement and all use of the Registration Statement or any prospectus or
related document until such Person’s receipt of the copies of a supplemented or
amended prospectus as contemplated by such Section 2.4(e) or Section 2.4(i) and,
if so directed by the Company, will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in such Holder’s
possession of such documents at the time of receipt of such notice.  Furthermore, each Holder agrees that if such
Holder uses a prospectus in connection with the offering and sale of any of the
Registrable Securities, the Holder will use only the latest version of such
prospectus provided by Company.


 


2.9           Compliance.  With respect to any registration under this
Agreement, each Holder shall comply in all material respects with all
applicable securities and other laws, rules and regulations, including but
not limited to all rules and regulations of the SEC, the National Association
of Securities Dealers and any securities exchange or quotation service on which
the Company’s securities are listed or quoted.


 


ARTICLE
3

TRANSFERS OF CERTAIN RIGHTS


 


3.1           Transfer.  The rights granted to the Purchaser under
this Agreement may be transferred, subject to the provisions of Sections 3.2
and 3.3; provided that nothing contained herein shall be deemed


 


11





















 


to permit an assignment,
transfer or disposition of the Registrable Securities in violation of the terms
and conditions of the Stock Purchase Agreement or applicable law.


 


3.2           Transferees.  Any transferee to whom rights under this
Agreement are transferred shall, before and as a condition to such transfer,
deliver to the Company a written instrument (i) stating the name and
address of the transferor and the transferee and the number of Registrable
Securities with respect to which the rights are intended to be transferred, and
(ii) by which such transferee agrees to be bound by the obligations imposed
upon the Purchaser under this Agreement to the same extent as if such
transferee were a Purchaser hereunder.


 


3.3           Subsequent Transferees.  A transferee to whom rights are transferred
pursuant to this Section 3 may not again transfer such rights to any
other Person, other than as provided in Sections 3.1 or 3.2
above.


 


ARTICLE
4

REPRESENTATIONS OF PURCHASER


 


4.1           Certain Representations of the
Purchaser.  In connection with, and
in consideration of, the sale of the Common Stock to the Purchaser, the Purchaser
hereby represents and warrants to the Company as follows:


 


(a)           Such Purchaser acknowledges that it (i) is
acquiring the Common Stock for its own account without a view to distribution
within the meaning of the Securities Act; (ii) has had an opportunity to
review the Company’s filings with the SEC and all other information that it has
deemed necessary to make an informed investment decision with respect to an
investment in the Company in general and the Common Stock in particular; (iii) is
financially able to bear the economic risks of an investment in the Company;
and (iv) has such knowledge and experience in financial and business
matters so as to be capable, by reason of such knowledge and experience, of
evaluating the merits and risks of, and making an informed business decision
with regard to, the acquisition of the Common Stock.


 


(b)           Such Purchaser realizes that there
are significant restrictions on the transferability of the Common Stock, that
the Common Stock have not been registered for sale under the Securities Act or
applicable state securities laws (the “State Laws”),
and may be sold only pursuant to registration under the Act and State Laws, or
an exemption therefrom.


 


(c)           Such Purchaser is an “accredited investor” within the meaning of
Rule 501 under the Act and was not
organized for the specific purpose of acquiring the Common Stock and a
resident of the state referenced in the preamble of the Stock Purchase
Agreement with respect to each Purchaser.


 


(d)           Such Purchaser
acknowledges that this transaction has not been reviewed or approved by the
United States Securities and Exchange Commission (the “Commission”) or by any state securities or other
authority.


 


(e)           The purchase of the
Common Stock by such Purchaser is not the result of any general solicitation or
general advertising, including, but not limited to (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio; and (ii) any seminar
or meeting whose attendees have been invited by any general solicitation or
general advertising.


 


(f)            Such Purchaser
certifies, under penalty of perjury, that it is not subject to the backup
withholding provisions of the Internal Revenue Code of 1986, as amended.  (Note: 
A Purchaser is subject


 


12

















 


to backup withholding if:  (i) the
Purchaser fails to furnish the undersigned’s Social Security Number or Taxpayer
Identification Number herein; (ii) the Internal Revenue Service notifies
the Company that the Purchaser furnished an incorrect Social Security Number or
Taxpayer Identification Number; (iii) the Purchaser is notified that the
undersigned is subject to backup withholding; or (iv) the Purchaser fails
to certify that the Purchaser is not subject to backup withholding or the
Purchaser fails to certify the Purchaser’s Social Security Number or Taxpayer
Identification Number).


 


4.2           Effect of Representations.  The parties hereto acknowledge and agree that
(i) the representations of the Purchaser contained in Section 4.1
shall in no way modify, effect or diminish the rights of the Purchaser to
pursue any potential claim against the Company under the Stock Purchase
Agreement and (ii) no breach or alleged breach of any representation or
warranty contained in Section 4.1 shall effect the rights and obligations
of the parties under this Agreement.


 


ARTICLE
5

MISCELLANEOUS


 


5.1           Recapitalizations, Exchanges, etc.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to (i) the Registrable
Securities, (ii) any and all shares of Common Stock into which the
Registrable Securities are converted, exchanged or substituted in any
recapitalization or other capital reorganization by the Company and (iii) any
and all equity securities of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in conversion of, in exchange for or in
substitution of, the Registrable Securities and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof. The Company
shall cause any successor or assign (whether by merger, consolidation, sale of
assets or otherwise) to enter into a new registration rights agreement with the
Holders on terms substantially the same as this Agreement as a condition of any
such transaction.


 


5.2           No Inconsistent Agreements.  The Company has not and shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to a Purchaser in this Agreement.  The parties acknowledge and agree that the
Company may grant registration rights hereafter, which shall be pari passu with
the registration rights of a Purchaser, and shall not be deemed to conflict
with this covenant.


 


5.3           Amendments and Waivers.  The provisions of this Agreement may be
amended and the Company may take action herein prohibited, or omit to perform
any act herein required to be performed by it, if, but only if, the Company has
obtained the written consent of Holders of at least a majority of the
Registrable Securities then in existence.


 


5.4           Severability.  Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


5.5           Counterparts.  This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.6           Notices.  Any notices required or permitted to be given
under the terms of this Agreement shall be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile and shall be effective
five days after


 


13





















 


being placed in the mail, if
mailed by regular United States mail, or upon receipt, if delivered personally
or by courier (including a recognized overnight delivery service) or by
facsimile, in each case addressed to a party. 
The addresses for such communications shall be:


 


If
to the Company:


Broadwind Energy, Inc.


 


 


Attention:


Telephone No.:


Facsimile No.:


 


With
copy to:


Mr. Dan Yarano, Esq.


Fredrikson & Byron, P.A.


200 South Sixth Street, Suite 4000


Minneapolis, MN 55402


Facsimile No.:  (612) 492-7077


 


If
to the Purchaser:


Badger
Transport, Inc.


 


 


Attention:


 


With
copy to:


Arnie
Greenhill, Esq. 

110 S Main Street

Shawano, WI


greenhilllaw@frontiernet.net


 


Each
party shall provide notice to the other party of any change in address.


 


5.7           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Wisconsin, without regard
to the conflicts of laws rules or provisions.


 


5.8           Forum; Service of Process.  Any legal suit, action or proceeding brought
by the Company, Purchaser, any other Holders, any Person entitled to
indemnification or contribution hereunder, or any of their respective
Affiliates arising out of or based upon this Agreement shall be instituted
exclusively in any federal or state court in the State of Wisconsin, and each
such Person irrevocably waives any objection which it may now or hereafter have
to the laying of venue or any such proceeding, and irrevocably submits to the
jurisdiction of such courts in any such suit, action or proceeding.


 


5.9           Captions.  The captions, headings and arrangements used
in this Agreement are for convenience only and do not in any way limit or
amplify the terms and provisions hereof.


 


5.10         No Prejudice.  The terms of this Agreement shall not be
construed in favor of or against any party on account of its participation in
the preparation hereof.


 


5.11         Words in Singular and Plural Form.  Words used in the singular form in this
Agreement shall be deemed to import the plural, and vice versa, as the sense
may require.


 


14





















 


5.12         Remedy for Breach.  The Company hereby acknowledges that in the
event of any breach or threatened breach by the Company of any of the
provisions of this Agreement, the Holders would have no adequate remedy at law
and could suffer substantial and irreparable damage.  Accordingly, the Company hereby agrees that,
in such event, the Holders shall be entitled, and notwithstanding any election
by any Holder to claim damages, to obtain a temporary and/or permanent
injunction to restrain any such breach or threatened breach or to obtain specific
performance of any such provisions, all without prejudice to any and all other
remedies which any Holders may have at law or in equity.


 


5.13         Successors and Assigns, Third Party
Beneficiaries.  This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto, each assignee of the Holders pursuant to Article 3
and their respective successors and assigns and executors, administrators and
heirs.  Holders are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Holders.


 


5.14         Entire Agreement.  This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


5.15         Attorneys’ Fees.  In the event of any action or suit based upon
or arising out of any actual or alleged breach by any party of any
representation, warranty, covenant or agreement in this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys’ fees
and expenses of such action or suit from the other party in addition to any
other relief ordered by any court.


 


5.16         Termination of Rights.  All rights under this Agreement will
terminate as to a Holder when that Holders no longer holds any Registrable
Securities.


 


[Signature Page Follows]


 


15

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date and year first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Matthew J. Gadow

  
	
   

  	
  Name:   Matthew
  J. Gadow

  
	
   

  	
  Title:
     Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Allen F. Johnson Jr.

  
	
   

  	
  Allen
  F. Johnson Jr.

  



 


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