BE REQUIRED UNDER SECTION 13 AND SECTION 16 OF THE 1934 ACT.
10.10
FURTHER ASSURANCES.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.11
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT,
AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
10.12
RIGHTS CUMULATIVE.
EACH AND ALL OF THE VARIOUS RIGHTS, POWERS AND
REMEDIES OF THE PARTIES SHALL BE CONSIDERED CUMULATIVE WITH AND IN ADDITION TO
ANY OTHER RIGHTS, POWERS AND REMEDIES WHICH OR THE TRANSACTION DOCUMENTS SUCH
PARTIES MAY HAVE AT LAW OR IN EQUITY IN THE EVENT OF THE BREACH OF ANY OF THE
TERMS OF THIS AGREEMENT.
THE EXERCISE OR PARTIAL EXERCISE OF ANY RIGHT, POWER
OR REMEDY SHALL NEITHER CONSTITUTE THE EXCLUSIVE ELECTION THEREOF NOR THE WAIVER
OF ANY OTHER RIGHT, POWER OR REMEDY AVAILABLE TO SUCH PARTY.
10.13
SURVIVAL.
ANY COVENANT OR AGREEMENT IN THIS AGREEMENT REQUIRED TO
BE PERFORMED FOLLOWING THE CLOSING DATE, SHALL SURVIVE THE CLOSING DATE. WITHOUT
LIMITATION OF THE FOREGOING, THE RESPECTIVE REPRESENTATIONS AND WARRANTIES GIVEN
BY THE PARTIES HERETO SHALL SURVIVE THE CLOSING DATE AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN, BUT ONLY FOR A PERIOD OF THE EARLIER OF (I)
THREE (3) YEARS FOLLOWING THE CLOSING DATE AND (II) THE APPLICABLE STATUTE OF
LIMITATIONS WITH RESPECT TO EACH REPRESENTATION AND WARRANTY, AND THEREAFTER
SHALL EXPIRE AND HAVE NO FURTHER FORCE AND EFFECT..
10.14
KNOWLEDGE.
THE TERM "KNOWLEDGE OF THE COMPANY" OR ANY SIMILAR
FORMULATION OF KNOWLEDGE SHALL MEAN, THE ACTUAL KNOWLEDGE AFTER DUE INQUIRY OF
AN EXECUTIVE OFFICER OF THE COMPANY.
[Signature Page Follows]
19
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the date first above written.
COMPANY:
TOWER TECH HOLDINGS INC.
By:
/s/ Raymond L. Brickner, III
Name:
Raymond L. Brickner, III
Title:
President
BUYERS:
TONTINE CAPITAL PARTNERS, L.P.
By:
Tontine Capital Management, LLC, 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
S-1
SCHEDULE 1
Name
Jurisdiction of
Organization and Form of
Entity
Number of
Shares and
Purchase
Price
Portion of
Debt Financing
Tontine Capital Partners, L.P.
Delaware Limited Partnership
TBD
TBD
Tontine Capital Overseas Master Fund, L.P.
Cayman Islands Limited Partnership
TBD
TBD
Exhibit A
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION