**Exhibit 10.5**

** **

**AMENDED AND RESTATED**

**LEASE FOR INDUSTRIAL/MANUFACTURING SPACE**

**(Main Facility)**

 

THISINDENTURE OF LEASE (this “Lease”) is made and entered into as of this 1st dayof May, 2010 by and between City Centre, L.L.C., a Wisconsin limited liabilitycompany, party of the first part, and hereinafter referred to as “Landlord,”and Tower Tech Systems Inc., a Wisconsin corporation, party of the second part,and hereinafter referred to as “Tenant.”

 

**WHEREAS:**

 

A.            Landlord owns thatcertain land in the City of Manitowoc, Wisconsin shown on the site planattached hereto as Exhibit A (the “Site Plan”), and commonly known as the “Peninsula”.

 

B.            Landlord and Tenantentered into that certain January 1, 2005 Lease forIndustrial/Manufacturing Space, relating to that premises commonly known as 101S. 16th Street, in the City of Manitowoc, Wisconsin (as subsequently amended,the “Original Lease”).

 

C.            Landlord and Tenantare desirous of amending and restating the terms and conditions of the OriginalLease as set forth herein.

 

**WITNESSETH:**

 

ThisLease amends and restates, and supersedes in its entirety, the Original Lease,effective as of the date hereof.

 

1.             **DESCRIPTIONOF PREMISES**.  The MainPremises, Area A, Area C1 and Area D shall be referred to collectively as the “Premises”:

 

(a)           **Main Premises**.  Landlord demises and leases unto the Tenant,and the Tenant does hereby hire and rent from the Landlord, the premisesidentified as the “Main 

 

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Premises”on the Site Plan (excluding, however, building #222 situated therein) upon theterms and conditions hereinafter specifically set forth.   The Main Premises contains 389,000 squarefeet, more or less, and the buildings within the Main Premises contain 176,538square feet, more or less.  The MainPremises is commonly known as 100 S. 16th Street, in the City of Manitowoc,Wisconsin.

 

(c)           **Area A**.  Landlord demises and leases unto the Tenant,and the Tenant does hereby hire and rent from the Landlord, the premisesidentified as the “Area A” on the Site Plan upon the terms and conditionshereinafter specifically set forth, for the purposes of staging Tenant’smaterials and inventory, access to the Railroad Spur described below, andrelated uses.  Landlord shall retain theright to use the portion of Area A not occupied by Tenant, so long as Landlord’suse does not interfere with Tenant’s permitted use of Area A.  Area A contains 155,000 square feet, more orless.

 

(d)           **Area C1 and Area D**.  Landlord demises and leases unto the Tenant,and the Tenant does hereby hire and rent from the Landlord, the two premisesidentified as the “Area C1” and “Area D” on the Site Plan upon the terms andconditions hereinafter specifically set forth, for the purposes of employeeparking.  Landlord shall retain the rightto use the portion of Area C1and Area D not occupied by Tenant, so long asLandlord’s use does not interfere with Tenant’s permitted use of Area C1 andArea D.  Area C1 contains 32,500 squarefeet, more or less, and Area D contains 18,400 square feet, more or less.

 

1a.           **RAILROAD SPUR**.

 

(a)           **Railroad Spur Easement**.  Upon the request of Tenant, Landlord agreesto execute and deliver a railroad spur easement in a reasonable form, grantingan easement for spur track purposes over and across that certain propertyidentified as the “50’ Railroad Spur” on

 

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theSite Plan, which property is partially located within the Premises andpartially located on certain adjacent property owned by Landlord (the “RailSpur Easement”).

 

(b)           **Construction and Operationof****Railroad Spur**.  Tenant, at its sole cost and expense, maybuild a railroad spur track (the “Railroad Spur”) within the Railroad SpurEasement Area described in the Railroad Spur Easement.  The Railroad Spur shall be used exclusivelyby Tenant, except that Tenant may grant a related entity which controls Tenant,is controlled by Tenant, or is under common control with Tenant, including butnot limited to R. B. A. Inc., a Wisconsin corporation, access to the RailroadSpur Easement Area to utilize the Railroad Spur.  Landlord shall have no right to revenues, ifany, derived by Tenant from the Railroad Spur. Notwithstanding the foregoing, to the extent that Tenant owns theRailroad Spur, Tenant will transfer its interest in the Railroad Spur to Landlordupon the earlier to occur of: i) the termination of the Lease or ii) Tenantceasing operations at the Premises for a period of ninety (90) days or more,except in the case of a fire or other casualty, governmental action or othercause beyond Tenant’s reasonable control. Tenant through its operation of the Railroad Spur shall not permit theblockage of access to the City Centre facilities via Center Street or access tothe south overhead doors of building #323.

 

(c)           **Governmental Approvals**.  Landlord shall cooperate and join in anyapplications necessary in order to obtain the necessary governmental approvalsfor the Railroad Spur, at no cost to Landlord.

 

1b.           **PORT FACILITY**.  Landlord, at its sole cost and expense, shalluse its best efforts to obtain port of entry clearance for “The Peninsula” port(the “Port Facility”), which is located adjacent to the Premises.  Tenant at its sole cost and expense, shallpay all security costs associated its use of the Port Facility, including butnot limited to security at the gate to the Port 

 

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Facility,to the extent such security is required by applicable governmental laws, rules orregulations.   Landlord may retain anyand all revenues derived from operation of the Port Facility.  Notwithstanding the foregoing, Tenant shallbe permitted to utilize the Port Facility at no cost to Tenant, only on Tenant’srented Premises.  Tenant or people thatTenant hires shall cause no damage to property or seawall.  If there is any such damage, Tenant isresponsible to repair the damage at its expense.

 

2.             **TERM OFLEASE**. The original term of this Lease shall commence on thedate hereof, and end at midnight on December 31, 2014.  The Tenant is granted five (5) optionsto renew this Lease.  Each option is forfive (5) years beginning at the end of the lease period just ended.  The Tenant must give a six (6) monthwritten notice prior to the end of any lease period stating that the Tenantwishes to exercise the next option period.

 

3.             **RENTAL**.  The Tenant shall pay to the Landlord at 100Maritime Drive, Suite 3C, Manitowoc, Wisconsin 54220, or at such otherplace as the Landlord shall from time to time designate in writing, rentalcomputed as follows commencing as of the date hereof:

 

(a)           **Base Year Rent**.  Rent shall be payable as follows:

 
| **Premises**                          | ** ** | **Per Month** | ** **    | **Per Year** | ** ** |
|---------------------------------------|------------|---------------|---------------|--------------|------------|
| Main Premises (excluding  Bldg. #222) |       | $             | 44,134.50     |         | $          | 529,614.00 |   |
| Area A, Area C1 and Area D            |       | $             | 3,545.11      |         | $          | 42,541.32 |   |
| **Total**                             | ** ** | **$**         | **47,679.61** | ** **   | **$**      | **572,155.32** | ** ** |

 

Thisannual rent is a base year rent which includes 100% of the base year RealEstate taxes and building insurance (2008). Notwithstanding the foregoing, for the month of May 2010 only, theparties hereby agree that the rent shall be $79,940.29.

 

(b)           **Additional Rent**.  Any other monetary obligations of the Tenantcontained herein shall be considered additional rent and shall be paid as thesame becomes due.

 

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(c)           **Penalty for Late Rent**.  Should Tenant pay rent later than the seventh(7th) day of any month during the term of this Lease, the Tenant agrees to paya late fee of One Hundred Dollars ($100.00) per day.

 

(d)           **Option Period Rent**.  The rent during any option period shall bethe base rent for the prior lease year times the increase in the rate ofinflation based on the Consumer Price Index (CPI) for each prior year since thelast increase.

 

4.             **USE OFPREMISES**.  The Premisesshall be used by the Tenant for manufacturing and related purposes.

 

5.             **OBLIGATIONSOF LANDLORD**.

 

(a)           **Maintenance and Repair**.  Landlord, at its expense, shall maintain theroof of the buildings and outside walls in good condition of repair andmaintenance, and shall keep and maintain the exterior of said building and thecommon areas in good, sightly, and reasonably attractive condition.  Provided, however, that the Landlord shallnot be obligated and the Tenant shall be obligated to make any repairs madenecessary by the fault or negligence of the Tenant its employees, clients, orinvitees, unless such repairs are covered by the Landlord’s or Tenant’sinsurance contracts, in which case the Tenant shall only be responsible for thecosts of repair in excess of the proceeds of the Landlord’s or Tenant’sinsurance contract.

 

(b)           **Guarantee of Tenant’s PeacefulPossession**.  If and whilethe Tenant shall and does perform all and singular the covenants herein agreedto be performed by the Tenant, the Landlord shall and does hereby warrant anddefend the Tenant in the enjoyment and peaceful possession of said Premisesduring the term of this Lease or any renewal thereof.

 

(c)           **Insurance Coverage**.  During the term of this Lease or any renewalthereof, the Landlord shall procure and maintain, at its expense, fireinsurance with extended 

 

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coverageendorsement, with Tenant named as an Additional Named Insured, and in the fullreplacement value of said building, and shall deliver a certificate evidencingsuch insurance to Tenant.  Provided,however, that the Landlord shall not be obligated to insure the fixturesfurnished and other equipment installed in the Premises by the Tenant and/orowned by the Tenant.  The Landlord shallcarry adequate public liability insurance covering its ownership of saidPremises, and shall carry adequate public liability insurance covering saidbuilding, parking lot, sidewalks, and other common areas.  Such policies of insurance must be writtenwith insurance carriers rated by A.M Best Company as A IIIV or better, andadmitted to write insurance in the State of Wisconsin. Such insurance shall notbe cancelled, discontinued, or altered without thirty (30) days written noticeto the Tenant.

 

Theparties acknowledge that Tenant procured and maintained property insurance forthe Premises at its expense prior to January 20, 2009, although suchinsurance was a Landlord obligation under the Original Lease.  From and after such date Landlord has andshall continue to procure and maintain the insurance required pursuant to this Section 5(c).

 

(d)           **Real Property Taxes**.  From and after the date hereof, Year 2008Real Estate Taxes (ending 12/31/08) shall be considered the “Base Year Taxes”.  Landlord will pay that portion of Tenant’sreal estate tax liability each year. Each subsequent year from and after the date hereof, Tenant shall payforty-seven and 7/10 percent (47.7%) of any increase over the base year realestate taxes and special Improvement taxes assessed or levied, and Landlordshall pay the remainder of such taxes. Said payment is due within thirty (30) days of receipt of said billagainst the entire property known as the City Centre Peninsula and WollmerStreet property.

 

Theparties acknowledge that prior to the date hereof, Year 2007 Real Estate Taxes(ending 12/31/07) were the applicable Base Year Taxes under the Original Lease,and as 

 

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ofthe date hereof Landlord has not yet collected Tenant’s portion of any increasein the applicable Base Year Taxes from January 1, 2008 through December 31,2008, as provided under the Original Lease. Because the applicable taxes decreased from 2007 to 2008, no payment isdue from Tenant to Landlord relating to such taxes.

 

(e)           **Removal of Snow**.  Tenant, at its expense, shall keep thesidewalks, doorways, loading and parking area, and any material storagereasonably free of ice and snow.

 

6.             **OBLIGATIONSOF TENANT.**

 

(a)           **Payment of Rentals**.  The Tenant shall pay at the time and in themanner heretofore specified the rents herein reserved and such rental shall bepayable at 100 Maritime Drive, Suite 3C, Manitowoc, Wisconsin 54220, or atsuch other place as the Landlord shall from time to time designate in writing.

 

(b)           **Heating, Cooling,Electrical and Fire Sprinklers**. The Tenant shall provide, install and maintain the necessary facilitiesand equipment to provide heating, cooling, electrical, and fire sprinklersystems for the Premises as Tenant deems necessary.  The Tenant shall pay for all energy costs forheating and cooling the Premises.  Tenantshall also provide and maintain the necessary electrical facilities andservices as required by Tenant’s business at Tenant’s expense.  To the best of Landlord’s knowledge, nochanges are required by applicable governmental laws, rules or regulationsto the fire sprinkler systems for the Premises now or in the future, andLandlord has not received any notice of any potential changes required byapplicable governmental laws, rules or regulations.

 

(c)           **Utilities**.  The Tenant shall pay for all electric power,sewer, and water consumed upon the Premises for any purpose whatsoever.  Separate electric meters shall be 

 

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installedby the Tenant so as to accurately meter electric current consumed on thePremises.  Tenant shall be obligated toinstall, maintain and replace all required lighting fixtures and bulbs.

 

(d)           **Interior Decorating**.  Tenant, at its expense, shall keep thePremises clean and neat and in a reasonably attractive condition.  All decorations of the Premises other thanthe original decorations shall be at the Tenant’s expense.  Tenant may also renovate the exterior of thePremises with the permission of the Landlord.

 

(e)           **Maintenance of Interior**.  Tenant at its expense, shall maintain theinterior of the Premises, including all walls, floors, ceilings, hallways andbathrooms.  Tenant shall keep saidPremises neat, clean and orderly, providing the staff necessary to keep thePremises in the condition required in this Lease.

 

(f)            **Personal Property Taxes**.  Tenant shall, at its expense, pay allpersonal property taxes when said taxes are due.

 

(g)           **Additional Outside Areas**.  Any other outside areas within the Premisesutilized by Tenant shall be maintained by Tenant throughout the term of thisLease.

 

(g.1)        **Cranes**.  Tenant shall have the obligation to repairand maintain the overhead cranes in the Premises at Tenant’s cost.  Tenant will keep all such cranes in goodoperating condition throughout the term of this Lease and the same will be ingood operating condition on the last day of this Lease, reasonable wear andtear and damage from insured casualty excepted.

 

(h)           **Signs**.  Tenant shall have the right to erect a signon the exterior portion of the building, and signage on the interior of thebuilding, provided, however, that any such sign and its location shall first beapproved by Landlord prior to installation, which approval shall not beunreasonably withheld.

 

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(i)            **Surrender Possession onTermination of Lease**. Tenant, upon termination of this Lease, in any manner, will surrender toLandlord possession of the Premises in good condition and repair, ordinary wearand tear excepted, and loss through fire and other insurable risk excepted, andwill deliver up the keys to the Landlord. Should Tenant holdover with or without Landlord’s consent, this Leaseshall continue under the same terms and conditions contained herein, but shallbecome a month-to-month tenancy.

 

(j)            **Use of Premises**.** **Tenant shall notallow said Premises to be used for any purpose that will increase the rate ofinsurance thereon, nor for any purpose other than that of preparation of anddistribution of steel products and related uses, nor shall Tenant permit saidPremises to be used for any unlawful or immoral purposes or for any purposethat will injure the reputation of the Premises, and Tenant will not use orkeep in or about the Premises any article or item which would in any way affectthe validity of the standard fire insurance policy of the State of Wisconsin.

 

(k)           **Alterations**.  Tenant shall not permit any alterations of orupon any part of the Premises except with the written consent of Landlord,which consent shall not unreasonably be withheld.  All alterations and additions to the Premisesmade by Tenant shall remain for the benefit of Landlord, unless otherwiseprovided in said consent.

 

(l)            **Permit No Mechanic’s Liens**.  Tenant shall promptly pay for any work donein or about the Premises contracted by Tenant, and will not permit or sufferany mechanic’s liens to attach to the Premises as a result thereof, and shallpromptly cause any claim for any such lien to be released, or to secure theLandlord to its satisfaction in the event the Tenant desires to contest anysuch claim.

 

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(m)          **Landlord’s Access**.  The Tenant shall allow the Landlord or itsagents or employees access to the exterior portions of the Premises at alltimes, and the interior portions of the Premises at all reasonable times uponprior notice, and in the event of an emergency for the purpose of examining thePremises or to make any needful repairs or alterations of the Premises.  During the last six (6) months of theterm of this Lease or any renewal term, the Landlord may show the Premises toprospective tenants, provided such showing does not unreasonably interfere withthe Tenant’s use of the Premises.

 

(n)           **Termination on Bankruptcy**.  If the Tenant shall be adjudged bankrupt, orif a judgment is rendered against the Tenant in such an amount as to renderTenant insolvent and incapable of meeting the obligations of Tenant hereunder,and such judgment or order is not appealed from, or if the Tenant shall make anassignment for the benefit of creditors, or a receiver shall be appointed forTenant by a court of competent jurisdiction and said order appointing receiveris not appealed from by the Tenant, this Lease shall immediately terminate, andthe Landlord shall have the right to recover the Premises.  Provided, however, if in any of such eventsTenant is not in default under the terms of this Lease, the Landlord may notterminate this Lease and may not recover the Premises.

 

(o)           **Tenant’s Insurance**.  The Tenant agrees to carry and pay thepremiums for commercial general liability insurance, insuring itself and theLandlord against injury to property, person, or loss of life arising out of theuse and occupancy of the Premises, with limits of at least $1,000,000 peroccurrence and $2,000,000 in the aggregate; Tenant may meet its insuranceobligations hereunder through an umbrella policy with limits of at least$8,000,000. Landlord shall be named as “Additional Named Insured” on bothpolicies. Tenant shall furnish to the Landlord as may be requested from time totime, a certificate of said insurance (referencing 

 

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bothpolicies). Such policies of insurance must be written with insurance carriersrated by A.M Best Company as A IIIV or better, and admitted to write insurancein the State of Wisconsin. Tenant shall not cancel, discontinue, or alter saidinsurance without thirty (30) days written notice to the Landlord.

 

(p)           **Hazardous Substances —Reportable Uses**.

 

(1)           Hazardous Substances.  Defined: “Hazardous Substances” means any material or substance: (i) definedas a “hazardous substance” pursuant to the Comprehensive EnvironmentalResponse, Compensation and Liability Act (42 U.S.C.  Section 9601 et seq.) and amendmentsthereto and regulations promulgated thereunder, to the extent such amendmentsand regulations are in effect on the date hereof, (ii) containinggasoline, oil, diesel fuel or other petroleum products, (iii) defined as a“hazardous waste” pursuant to the Federal Resource Conservation and RecoveryAct (42 U.S.C.  Section 6901 etseq.) and amendments thereto and regulations promulgated thereunder, to theextent such amendments and regulations are in effect on the date hereof, (iv) containingpolychlorinated byphenyls (PCB’s), (v) containing asbestos, (vi) radioactive,(vii) biologically dangerous, or (viii) the presence of whichrequires investigation, reporting or remediation under any federal, state orlocal statute, regulation, ordinance or policy or which is defined as a “hazardouswaste” or “hazardous substance” under any federal, state or local statute, regulationor ordinance in effect on the date hereof, and any toxic, explosive, corrosiveor otherwise hazardous substance, material or waste, which is regulated by anyfederal, state or local governmental authority.

 

(2)           Reportable Uses Require Consent.The term “Hazardous Substance” as used in this Lease shall mean in addition tothose items stated above in Paragraph 6(p)(1), any product, substance,chemical, material or waste whose presence, nature, quantity 

 

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and/orintensity of existence, use, manufacture, disposal, transportation, spill,release, or effect, either by itself or in combination with other materialsexpected to be on the Premises is either (i) potentially injurious to thepublic health, safety or welfare, the environment or the Premises, (ii) regulatedor monitored by any governmental authority, or (iii) a basis for liabilityof Landlord to any governmental agency or third party under any applicablestatute or common law theory.  HazardousSubstance shall include, but not be limited to, hydrocarbons, petroleum,gasoline, crude oil or any products, by-products or fractions thereof.  Tenant shall not engage in any activity in,on or about the Premises which constitutes a Reportable Use (as hereinafterdefined) of Hazardous Substances without the express written consent ofLandlord (consent not to be unreasonably withheld) and compliance in a timelymanner (at Tenant’s sole cost and expense) with all applicable law.

 

(3)           Indemnification.  Tenant shall indemnify, protect, defend andhold Landlord, its agents, employees, lenders and ground lessor, if any, andthe Premises, harmless from and against any and all loss of rents and/ordamages, liabilities, judgments, costs, claims, liens, expenses, penalties,permits and attorneys and consultants fees arising out of or involving anyHazardous Substance or storage container brought onto the Premises by or forTenant or under Tenant’s control.  Tenant’sobligation shall include, but not be limited to, the effects of anycontamination or injury to person, property or the environment created byTenant, and the cost of investigation (including consultant’s and attorney’sfees and testing), removal, remediation, restoration and/or abatement thereof,or of any contamination therein involved, and shall survive the expiration ofearlier termination of this Lease.  Notermination, cancellation or release agreement entered into by Landlord andTenant shall release Tenant from its obligations 

 

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underthis Lease with respect to Hazardous Substances or storage tanks, unlessspecifically so agreed by Landlord in writing at the time of such agreement.

 

7.             **GENERALPROVISIONS**.

 

(a)           If the building of which the Premisesare a part shall be totally destroyed or materially damaged by fire, theelements, or other cause, Tenant shall have the option to terminate this Leaseby giving to Landlord written notice of termination within thirty (30) daysafter such destruction.  If Tenant doesnot elect to terminate this Lease, the Landlord shall rebuild, reconstruct, orrepair the Premises as closely as reasonably possible to their originalcondition.  Said rebuilding,reconstruction, or repairing shall commence immediately after proper adjustmentis made by the Landlord’s insurers, and in any event, within ninety (90) daysafter the destruction, and shall be completed as expeditiously as possible.

 

(b)           If the building of which the Premisesare a part is partially destroyed or damaged by fire, elements, or other cause(partially destroyed for purposes of this Lease being defined as twenty-fivepercent (25%) of the building’s appraised value or less), the Landlord shallrepair and rebuild the Premises as reasonably close to their original conditionas possible.  Such repairing andrebuilding shall commence immediately after proper adjustment is made upon theLandlord’s insurance contracts, or in any event, within thirty (30) days afterthe destruction, and shall be completed as expeditiously as possible.

 

(c)           If during the term of this Lease orany renewal term the Premises shall be so damaged by fire, the elements, orother cause not attributable to the Tenant, so as to make the Premisescompletely or materially untenantable by the Tenant, then and in that event therent shall completely abate until the Premises have been so restored, so thatthe Tenant may again occupy the same for the carrying on of its business.  If a part of the Premises are rendered 

 

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untenantable,the rent shall be prorated on a per diem basis and apportioned in accordancewith the part of the Premises which is usable by the Tenant until the damagedpart is again ready for Tenant’s occupancy.

 

(d)           In all cases, allowance shall be madefor reasonable delay caused by adjustment of insurance loss, strikes, labordifficulties or any cause beyond Landlord’s reasonable control.

 

8.             **LANDLORD’SREMEDIES**.  All rights andremedies of the Landlord herein enumerated shall be cumulative and none shallexclude any other right or remedy allowed by law, to wit:

 

(a)           If the Tenant defaults in any paymentof rent, and such default continues for fifteen (15) days after Landlord’swritten notice thereof to Tenant, or if Tenant defaults in the prompt and fullperformance of any other provision of this Lease and such default continues forthirty (30) days after Landlord’s written notice thereof to Tenant, theLandlord, at its option, may terminate this Lease and Tenant’s right topossession of the Premises.  Landlordshall not be required to provide more than two (2) written notices ofdefault during each “lease year” of this Lease. After the cure of the second notice of default hereunder, Tenant shallbe deemed to know when Tenant is in default and no additional notice isrequired for the remainder of such lease year. Lease year shall be defined as each period of time falling between May 1stand April 30th during the term of this Lease.

 

(b)           Upon any termination of this Lease,whether by lapse of time or otherwise. or upon any termination of Tenant’s right to possession withouttermination of the Lease, Tenant shall surrender possession and vacate thePremises immediately and deliver possession thereof to Landlord, and the Tenanthereby grants to the Landlord free and full license to enter into and 

 

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uponthe Premises in any such event, with or without process of law, and torepossess the Premises, and to expel or remove Tenant or any others who may beoccupying or within the Premises, and to remove any and all property therefrom,using such force as may be necessary without being deemed guilty oftrespassing, eviction, or forcible entry or detainer, and without releasingLandlord’s rights to rent or any other right given to the Landlord by thisLease or by operation of law.

 

(c)           If the Tenant abandons the Premisesor otherwise entitles Landlord so to elect to terminate, and Landlord elects toterminate Tenant’s right to possession only, without terminating the Lease,Landlord may at Landlord’s option, enter into the Premises, remove Tenant’sproperty and other evidences of tenancy, and take and hold possession thereofwithout such entry and possession terminating the Lease or releasing Tenant, inwhole or in part, from Tenant’s obligation to pay the rent hereunder for thefull term.  Upon and after entry intopossession without termination of this Lease, Landlord shall use its besteffort to relet the Premises or any part thereof for the account of Tenant toany person, firm, or corporation other than Tenant for such rent, for such timeand upon such terms as Landlord in Landlord’s sole discretion shalldetermine.  Landlord shall not berequired to accept any tenant offered by Tenant or to observe any instructionsgiven by Tenant about such reletting.  Inany such case, Landlord may make repairs in or to the Premises and redecoratethe same to the extent deemed by Landlord necessary or desirable, and Tenantshall, upon demand, pay the cost thereof, together with Landlord’s expenses ofthe reletting.  If the considerationcollected by Landlord upon any such reletting for Tenant’s account is notsufficient to pay monthly the full amount of the rent reserved in this Lease,together with the costs of repairs, redecorating, and Landlord’s expenses,Tenant shall pay to Landlord the amount of each monthly deficiency upon demand;and if the 

 

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considerationso collected from any such resetting is more than sufficient to pay the fullamount of the rent reserved herein, together with the costs and expenses ofLandlord, Landlord, at the end of the stated term of the Lease, shall accountfor the surplus to Tenant.

 

9.             **ASSIGNMENTOR SUBLETTING**.  The Tenantmay not assign this Lease, or sublet all or any portion of the Premises withoutthe written consent of the Landlord, which consent shall not be unreasonablywithheld.  Notwithstanding the foregoing,Tenant may assign this Lease, or sublet all or any portion of the Premises, toany entity that controls, is controlled by or is under common control withTenant, without the consent of Landlord

 

10.           **WAIVER OF SUBROGATION. **Anything in this Lease to the contrarynotwithstanding, Landlord and Tenant each hereby waives any and all rights ofrecovery, claim, action or cause-of-action against the other, its agents,officers, directors, partners, shareholders or employees, for any loss ordamage that may occur to the Premises, or any improvements thereto, or anyproperty of such party therein, by reason of fire, the elements or any othercause which could be insured against under the terms of a standard fire andextended coverage insurance policies, regardless of cause or origin, includingnegligence of the other party hereto, its agents, officers or employees, andcovenants that no insurer shall hold any right of subrogation against suchother party.

 

11.           **SAVE HARMLESS CLAUSE -TENANT**.

 

TheTenant agrees that it will at all times protect indemnify, save, and keepharmless the Landlord against and from any and all claims arising out of orfrom any accidents or other occurrences on or about the Premises causing injuryto any person or persons or property (including but not limited to any injuriesindirectly or directly caused by lack of security), whomsoever or whatsoeverand due directly or indirectly to negligent use of the Premises or any 

 

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partthereof by said Tenant, its employees, agents, or invitees.   The Landlord agrees that it will at alltimes protect indemnify, save, and keep harmless the Tenant against and fromany and all claims arising out of or from any accidents or other occurrences onor about the Premises causing injury to any person or persons or property, whomsoeveror whatsoever and due directly or indirectly to negligent use of the Premisesor any part thereof by said Landlord, its employees, agents, or invitees.

 

12.           **LANDLORD’S RIGHT TOMORTGAGE**.  The Tenant’srights under this Lease are and shall always be subordinate to the lien of anymortgage or mortgages now or hereafter placed upon the land and building ofwhich the Premises are a part, and to all advances hereafter made from time totime upon the security thereof, provided, however, that as long as the Tenantis not in default under the terms of this Lease beyond any applicable cureperiod, it may continue in possession of the Premises under the terms of thisLease.  Tenant shall cooperate with theLandlord in furnishing.  any informationLandlord’s mortgagee shall reasonably request.

 

13.           **PARTIES BOUND**.  Each provision hereof shall extend to andshall, as the case might requite, bind and Inure to the benefit of the Landlordand Tenant and their respective heirs, legal representatives, successors, andassigns, provided that this Lease shall not inure to the benefit of anyassignee, transferee, or successor of the Tenant except upon the writtenconsent of the Landlord (except as otherwise provided in Section 9 above).

 

14.           **LANDLORD’S LIABILITY FORDAMAGES**.  The Landlordshall not be liable for any damage to any property at any time stored or keptin said Premises or building from water, rain, snow or flooding which may leak,issue, or flow from or into any part of said building, which is Landlord’sresponsibility to repair, unless previous written notice shall have 

 

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beengiven by Tenant to Landlord of the necessity of the repairs, and Landlord hasunreasonably delayed making repairs.

 

15.           **NOTICES**.  Any notice required or permitted under thisLease shall be deemed sufficiently given or served if sent by registered mailto Tenant at the Premises and to Landlord at the address then fixed for thepayment of rent, and either party may by like notice at any time and from timeto time, designate a different address to which notices shall be sent.  Notices given in accordance with theseprovisions shall be deemed received when mated. A copy of any notice to Tenant shall be delivered to the followingaddress: Broadwind Energy, Inc., 47 E. Chicago Avenue, Suite 332,Naperville, IL 60540, Attn: General Counsel.

 

16.           **MISCELLANEOUS**.  No waiver of any default by Tenant hereundershall be implied from any omission by Landlord to take any action on account ofsuch default if such default persists or is repeated and no express waivershall affect any default other than the default specified in the expresswaiver, and then only for the time and to the extent therein stated.  One or more waivers of any covenant, term, orcondition of this Lease by Landlord shall not be construed as a waiver of asubsequent breach of the same covenant, term, or condition.  The invalidity or unenforceability of anyprovision hereof shall not affect or impair any other provisions.  The laws of the State of Wisconsin shallgovern the validity, performance, and enforcement of this Lease.  The headings of the several paragraphscontained herein are for convenience only and do not define, limit, or construethe contents of such articles.  Thenecessary grammatical changes required to make the provisions apply toindividuals, singular or plural, males or females, corporations orpartnerships, shall be in each case assumed as though in each case expressed.

 

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17.           **DEFAULT OF EITHER PARTY**.  If either party hereto should be in defaultunder any provisions of this Lease (except in the payment of rent as aforesaid)the other party, prior to exercising any option arising upon such default,shall provide the defaulting party with written notice of such default and thedefaulting party shall have thirty (30) days in which to remedy such default,unless a shorter time be provided elsewhere in this Lease, in which case theshorter time shall apply; provided, however, that if any such default cannot beremedied by the defaulting party with reasonable diligence within said thirty(30) days, the defaulting party may have such additional time as may, under thecircumstances, be reasonably necessary to remedy such default, provided,further, that this option shall not apply to the payment of any rent reservedhereunto the Landlord.

 

18.           **SEVERABILITY**.  If any portion of this agreement shall befound to be illegal, invalid, or have the enforcement of its terms otherwiserestricted by a court of competent jurisdiction, the remainder of thisagreement shall nevertheless remain in full force and effect

 

19.           **AUTHORITY**.  All persons executing this document warrantand represent that they have the appropriate corporate or organizationalauthority required to bind the parties to this Lease.

 

**The remainder of this page is intentionally blank.**

 

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| LANDLORD:                |                        | TENANT:                       |
|--------------------------|-----------------------------|-------------------------------|
|                     |                        |                          |
| **CITY  CENTRE, L.L.C.** | ** **                  | **TOWER  TECH SYSTEMS, INC.** |
| ** **               | ** **                  | ** **                    |
|                     |                        |                          |
| By:                      | /s/ Christopher C. Allie    |                          | By: | /s/  Jesse E. Collins, Jr. |
|                     | Name:  Christopher C. Allie |                          |   | Name:  Jesse E. Collins Jr. |
|                     | Its:  Agent                 |                          |   | Its:  Group President |
|                     |                        |                          |
| By:                      | /s/  Peter C. Allie         |                          |   |   |
|                     | Name:  Peter C. Allie       |                          |   |   |
|                     | Its:  Agent                 |                          |   |   |
|                          |                             |                               |  |  |  |

 

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**EXHIBIT A**

 

**SITE PLAN OF THE PREMISES**

 

**(see attached)**

 

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