Exhibit 10.2


EXECUTION
COPY


 


 


 


 


 


Registration Rights
Agreement


By and Among


Tower Tech Holdings
Inc.


And


the Shareholders of


Brad Foote Gear Works,
Inc.


 


OCTOBER 19, 2007

















TABLE
OF CONTENTS


 


	
  ARTICLE 1 Definitions

  
	
   

  	
   

  
	
  ARTICLE 2 Registration Rights

  
	
   

  	
   

  
	
  2.1

  	
  Current Public Information

  
	
  2.2

  	
  Demand Registration

  
	
  2.3

  	
  Piggyback Registration

  
	
  2.4

  	
  Underwriting; Holdback Agreements

  
	
  2.5

  	
  Registration Procedures

  
	
  2.6

  	
  Conditions Precedent to Company’s Obligations
  Pursuant to this Agreement

  
	
  2.7

  	
  Fees and Expenses

  
	
  2.8

  	
  Indemnification

  
	
  2.9

  	
  Participation in Registrations

  
	
  2.10

  	
  Compliance

  
	
   

  
	
  ARTICLE 3 Transfers of Certain Rights

  
	
   

  
	
  3.1

  	
  Transfer

  
	
  3.2

  	
  Transferees

  
	
  3.3

  	
  Subsequent Transferees

  
	
   

  
	
  ARTICLE 4 Represenations of Purchasers

  
	
   

  
	
  4.1

  	
  Certain Represenations of Purchasers

  
	
   

  
	
  ARTICLE 5 Miscellaneous

  
	
   

  
	
  5.1

  	
  Recapitalizations, Exchanges, etc

  
	
  5.2

  	
  No Inconsistent Agreements

  
	
  5.3

  	
  Amendments and Waivers

  
	
  5.4

  	
  Severability

  
	
  5.5

  	
  Counterparts

  
	
  5.6

  	
  Notices

  
	
  5.7

  	
  Governing Law

  
	
  5.8

  	
  Forum; Service of Process

  
	
  5.9

  	
  Captions

  
	
  5.10

  	
  No Prejudice

  
	
  5.11

  	
  Words in Singular and Plural Form

  
	
  5.12

  	
  Remedy for Breach

  
	
  5.13

  	
  Successors and Assigns, Third Party Beneficiaries

  
	
  5.14

  	
  Entire Agreement

  
	
  5.15

  	
  Attorneys’ Fees

  
	
  5.16

  	
  Termination of Rights

  
			



 






 












REGISTRATION
RIGHTS AGREEMENT


 


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”).


RECITALS:


A.            The Company desires
to issue and sell Sixteen Million Thirty Six Thousand Four Hundred Fifty
(16,036,450) shares of its Common Stock to the Holders as set forth in the
Stock Purchase Agreement, dated as of August 22, 2007, entered into by and
among the Company, Brad Foote Gear Works, Inc. and the Purchasers (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.


“Demand Notice” has the meaning
set forth in Section 2.2.

















“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 2.8.


“Losses” has the
meaning set forth in Section  2.8.


“Majority
Holders” means those Holders holding a majority of the
Registrable Securities.


“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 2.3.


“Purchasers” 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 Purchasers 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 Purchasers
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 Purchasers 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.


 


3

















“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.


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           Demand Registration.  


(a)   Subject to Section 2.2(h),
at any time after the one year anniversary of this Agreement and upon the
written request of the Majority Holders, requesting that the Company effect the
registration under the Securities Act of all or part of such Holders’
Registrable Securities and specifying the intended method of disposition
thereof (the “Demand Notice”),
the Company will promptly give written notice of such requested registration to
all Holders, and thereupon the Company will use its reasonable best efforts to
file with the SEC as soon as reasonably practicable following the Demand Notice
(but in no event later than the date that is 90 days after the Demand Notice) a
Registration Statement.  The Company
shall use its reasonable best efforts to cause such Registration Statement to
be declared effective by the SEC within 90 days after the initial filing of the
Registration Statement, and if such Registration Statement is not declared
effective within 90 days after its initial filing, as soon as possible
thereafter.  The Company shall include in
such Registration Statement:


(i)            the Registrable
Securities which the Holders have requested to be registered by the Company for
disposition in accordance with the intended method of disposition stated in
such request;


(ii)           all other
Registrable Securities the holders of which shall have made a written request
to the Company for registration thereof within 30 days after the giving of such
written notice by the Company (which request shall specify the intended method
of disposition of such Registrable Securities); and


 


4





















(iii)          all shares of
Common Stock which the Company or Persons entitled to exercise “piggy-back”
registration rights pursuant to contractual commitments of the Company may
elect to register in connection with the offering of Registrable Securities
pursuant to this Section 2.2;


all
to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional shares of Common Stock, if any, so to be registered; provided, that,
the provisions of this Section 2.2 shall not require the Company to
effect more than two registrations of Registrable Securities.


(b)           Notwithstanding anything to the
contrary contained in this Agreement, the Company shall not be required to
effect a registration pursuant to this Section 2.2 within 180 days
following the effective date of a registration statement filed by the Company
in accordance with Sections 2.2 or 2.3 for the account of
another Holder of Registrable Securities if the Holders were afforded the
opportunity to include the Registrable Securities in such registration.


(c)   The registrations under this
Section 2.2 shall be on an appropriate Registration Statement that
permits the disposition of such Registrable Securities in accordance with the
intended methods of distribution specified by the Majority Holders in their
request for registration.  The Company
agrees to include in any such Registration Statement all information which
Holders of Registrable Securities being registered shall reasonably request to
effect the registration.


(d)   A registration requested
pursuant to this Section 2.2 shall not be deemed to have been
effected (i) unless a Registration Statement with respect thereto registering
all of the Registrable Securities initially included on such Registration
Statement pursuant to Section 2.2(a)(i) and (ii) has become
effective; provided, that a Registration Statement which does not become
effective after the Company has filed a Registration Statement with respect
thereto solely by reason of the refusal to proceed of the Majority Holders
(other than a refusal to proceed based upon the advice of counsel relating to a
matter with respect to the Company) or because of a breach of this Agreement by
any Holder shall be deemed to have been effected by the Company at the request
of the Majority Holders unless the Holders electing to have Registrable
Securities registered pursuant to such Registration Statement shall have elected
to pay all fees and expenses otherwise payable by the Company in connection
with such registration pursuant to Section 2.7, (ii) if, after it
has become effective, such registration is withdrawn by the Company (other than
at the request of the Majority Holders) or interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental
agency or court for any reason prior to the expiration of a 180 day period
following such Registration Statement’s effectiveness; provided, however, that
the Company shall remain obligated to use its reasonable best efforts to obtain
the withdrawal of such stop order and otherwise undertake its obligations as
set forth in Section 2.5 with respect to such Registration Statement, or
(iii) if the conditions to closing specified in any purchase agreement or
underwriting agreement entered into in connection with such registration are
not satisfied, other than due solely to some act or omission by the Holders
electing to have Registrable Securities registered pursuant to such
Registration Statement.


(e)   If a requested registration
pursuant to this Section 2.2 involves an underwritten offering, and
the managing underwriter shall advise the Company in writing (with a copy to
each Holder of Registrable Securities requesting registration) that, in its
opinion, the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which can be sold in such offering within a price range
reasonably acceptable to the Company and to the holders of a majority (by
number of shares) of the Registrable Securities requested to be included in
such Registration Statement, the Company will include in such registration, to the
extent of the number which the Company is so advised can be sold in such
offering, (i) first, the Registrable Securities which have been requested to be
included in such registration by the 


 


5





















Holders
pursuant to this Agreement (pro rata based on the amount of Registrable
Securities sought to be registered by such Persons), (ii) second, provided that
no securities sought to be included by the Holders have been excluded from such
registration, the securities of other 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 such Persons)
and (iii) third, securities the Company proposes to register.


(f)    The Company shall use its
reasonable best efforts to keep any Registration Statement filed pursuant to
this Section 2.2 continuously effective until the Registrable
Securities registered pursuant to such Registration Statement cease to constitute
Registrable Securities.


(g)   The Company shall have the
right at any time, to suspend the filing of a Registration Statement under this
Section 2.2 or require that the Holders of Registrable Securities
suspend further open market offers and sales of Registrable Securities pursuant
to a Registration Statement filed hereunder for a period not to exceed an
aggregate of 30 days in any six month period or an aggregate of 60 days in any
twelve-month period for valid business reasons (not including avoidance of
their obligations hereunder) (i) to avoid premature public disclosure of a
pending corporate transaction, including pending acquisitions or divestitures
of assets, mergers and combinations and similar events; (ii) upon the
occurrence of any of the events specified in Section 2.5(e), until
the time that the Holders receive copies of a supplement or amendment to the
prospectus included in the applicable Registration Statement as contemplated in
Section 2.5(e); and (iii) upon the occurrence of any of the events
specified in Section 2.5(i), until the time the Company notifies
the Holders in writing that such suspension is no longer effective.


2.3           Piggyback Registration.


(a)   Whenever the Company
proposes to register any of its securities under the Securities Act (other than
pursuant to a registration pursuant to Section 2.2, 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 2.3 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 2.3(e)
hereof), the Company shall not be required to reimburse such Holder for the 


 


6





















fees
and expenses referred to in Section 2.7 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 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 2.3, 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 2.3 is only
exercisable with respect to Registrable Securities not then covered by an
effective Registration Statement.


2.4           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.


 


7





















(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 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 2.4; 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 2.4.


2.5           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
provided for in Section 2.2 or the periods contemplated by the
Company or the Persons requesting any Registration Statement filed pursuant to Section 2.3,
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 


 


8





















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
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)    with respect to an
underwritten offering pursuant to any Registration Statement filed under Section 2.2,
obtain one or more comfort letters, dated the effective date of the
Registration Statement and, if required by the managing underwriters, dated the
date of the closing under the 


 


9





















underwriting
agreement, signed by the Company’s independent public accountants in customary
form and covering such matter of the type customarily covered by comfort
letters in similar transactions;


(m)  with respect to an
underwritten offering pursuant to any Registration Statement filed under Section 2.2,
obtain a legal opinion of the Company’s outside counsel, dated the effective
date of such Registration Statement and, if required by the managing
underwriters, dated the date of the closing under the underwriting agreement,
with respect to the Registration Statement, each amendment and supplement
thereto, the prospectus included therein (including the preliminary prospectus)
and such other documents relating thereto in customary form and covering such
matters of the type customarily covered by legal opinions in similar
transactions;


(n)   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;


(o)   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


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


2.6           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.


2.7           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 


 


10





















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.


2.8           Indemnification.


(a)   The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, Purchasers
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 Purchasers 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 Purchasers 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 the Company shall not be liable
to the Purchasers 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 2.5(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 Purchasers will furnish to the Company in writing such information as the


 


11





















Company
reasonably requests for use in connection with such Registration Statement and
the related prospectus and, to the fullest extent permitted by law, the
Purchasers 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 2.5(e)
or Section 2.5(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.


(c)   Promptly after receipt by
any Person in respect of which indemnity may be sought pursuant to Section 2.8(a)
or 2.8(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 2.8(a)
or 2.8(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



 


12





















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 8 is unavailable to the Indemnified
Parties in respect of any Losses referred to herein notwithstanding that this Section 2.8
by 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 2.8(d) were determined by pro
rata allocation or by any other method of allocation which does not 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 2.8, 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 2.8
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 2.8 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.


2.9           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 


 


13





















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 2.5(e) or Section 2.5(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 2.5(e) or Section 2.5(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.


(c)   None of the Holders shall
have the right to participate as a purchaser or otherwise acquire any
beneficial ownership of the Company’s securities in any offering of the Company’s
securities, including any shareholder rights offering (i) occurring within
twelve (12) months from the date of this Agreement and (ii) in which any
proceeds from such offering are used to directly or indirectly reduce the
Company’s indebtedness incurred to finance the transactions contemplated by the
Stock Purchase Agreement.


2.10         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 Purchasers 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 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
Purchasers 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.


 


14





















ARTICLE
4

REPRESENTATIONS OF PURCHASERS


4.1           Certain
Representations of the Purchasers. 
In connection with, and in consideration of, the sale of the Common
Stock to the Purchasers, each 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 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 Purchasers
contained in Section 4.1 shall in no way modify, effect or diminish the
rights of the Purchasers 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.


 


15





















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 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:


Tower Tech Holdings Inc.


980 Maritime Drive, Suite 6


Manitowoc, Wisconsin 54220


Attention:  Mr. Raymond L.
Brickner, III


Telephone: (920) 684-5531


Facsimile: (920) 682-0301


 


16



















	
  With copy to:

  	
   

  
	
   

  
	
  Mr. John Wurm, Esq.

  
	
  Fredrikson & Byron, P.A.

  
	
  200 South Sixth Street, Suite 4000

  
	
  Minneapolis, MN 55402

  
	
  Facsimile No.: (612) 492-7077

  
	
   

  	
   

  
	
  If to the Purchasers:

  	
   

  
	
   

  
	
  J. Cameron Drecoll

  
	
  1309 South Cicero Ave.

  
	
  Cicero, IL 60804-3939

  
	
  Facsimile No.: (708)
  298-1012

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  With copy to:

  	
   

  
	
   

  	
   

  
	
  DLA Piper US LLP

  	
   

  
	
  203 N. LaSalle Street

  	
   

  
	
  Suite 1900

  	
   

  
	
  Chicago, IL 60601

  	
   

  
	
  Attention: Stephen A. Landsman, Esq.

  	
   

  
	
  Facsimile No.: 312-630-6330

  	
   

  






 


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, Purchasers, 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.


                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 


17





















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]


 


18

















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:


TOWER TECH HOLDINGS INC.


 


	
  By:

  	
   /s/
  Steven A. Huntington

  
	
  Name: Steven A. Huntington

  
	
  Title: Chief Financial Officer

  
	
  PURCHASERS:

  	
   

  
	
   

  
	
  /s/ J. Cameron Drecoll

  
	
  J. CAMERON DRECOLL

  
	
  /s/ Pat Rosmonowski

  
	
  PAT ROSMONOWSKI

  
	
  /s/ Dennis Palmer

  
	
  DENNIS PALMER

  
	
  /s/ Noel Davis

  
	
  NOEL DAVIS

  
			



 


19