Exhibit 10.1


 


AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT


 


This
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”),
dated as of July 18, 2008, is entered into by and among Broadwind Energy, Inc.
(f/k/a Tower Tech Holdings Inc.), a Delaware corporation (the “Company”) and the undersigned
stockholders (the “Stockholders”) of the
Company.


 


RECITALS


 


A.            The Registration Rights
Agreement dated as of March 1, 2007, as amended October 19, 2007, by
and among the Company and the Stockholders (the “Registration
Rights Agreement”) provides that pursuant to Section 4.3,
it may be amended only with the written consent of the Company and the
Designated Holders of a majority of the Registrable Secruities.


 


B.            Pursuant to Section 2.2(a) of
the Registration Rights Agreement, the Company is required to file a
registration statement (the “Registration Statement”)
on Form S-3 (or such other appropriate registration form of the SEC) to
register shares of Registrable Securities held by the Stockholders no later
than July 19, 2008 (the “Registration Rights”).


 


C.            The Company and the
Stockholders desire to amend the Registration Rights Agreement, as set forth
herein and subject to the terms of this Amendment, to extend the period of time
that may pass before the Company is required to file its initial Registration
Statement pursuant to Section 2.2(a) of the Registration Rights
Agreement.


 


D.            The Stockholders are holders
of Registrable Securities and are entitled to the Registration Rights.


 


E.             Capitalized terms used and
not defined in this Amendment are defined in the Registration Rights Agreement.


 


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 is acknowledged, intending to be legally
bound, the parties hereto hereby agree as follows:


 


ARTICLE 1


AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT


 


1.1           Amendments to the Registration Rights
Agreement.  Clause (a) of the definition of “Filing
Date” set forth in Article I of the Registration Rights Agreement is
hereby amended by deleting the two references to “July 19, 2008” and
replacing them with “September 15, 2008.”


 


ARTICLE 2


MISCELLANEOUS


 


2.1           Effectiveness.  This
Amendment shall be deemed effective as of the date first written above, as if
executed by all parties hereto on such date. 
Except as specifically modified by the terms set forth herein, the
parties hereto acknowledge and agree that the Registration Rights Agreement is
in full force and effect.  All references
in the Registration Rights Agreement to the “Agreement” shall be 


 

















 


deemed
to refer to the Registration Rights Agreement as amended October 19, 2007
and as amended by this Amendment.


 


2.2           Further Assurances.  Each
party agrees that, from time to time upon the written request of the other
party, it will execute and deliver such further documents and do such other
acts and things as the other party may reasonably request to effect the purposes
of this Amendment.


 


2.3           Severability. 
Whenever possible, each provision of this Amendment shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Amendment 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 Amendment.


 


2.4           Counterparts.  This
Amendment 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.


 


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


 


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


 


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


 


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


 


[Signature page follows]


 


2

















 


IN WITNESS WHEREOF, the
undersigned have executed this Amendment No. 2 to Registration Rights
Agreement as of the date and year set forth above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Cameron Drecoll

  
	
   

  	
   

  	
  J.
  Cameron Drecoll, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
  TONTINE
  CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine
  Capital Management, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TONTINE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine
  Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TONTINE
  CAPITAL OVERSEAS MASTER FUND,

  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine
  Capital Overseas GP, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
					



 


[Signature page to Amendment
No. 2 to Registration Rights Agreement]


 


S-1

















 


	
   

  	
  TONTINE
  25 OVERSEAS MASTER FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine
  Capital Management, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TONTINE
  OVERSEAS FUND, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine
  Overseas Associates, L.L.C., its

  investment advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  



 


[Signature
page to Amendment No. 2 to Registration Rights Agreement]


 


S-2