SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2007 • Tontine Capital Partners L P • Blank checks • Wisconsin
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of this 23rd day of August, 2007, by and among TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP” and a “Buyer”), TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. (“TCOMF,” a “Buyer” and collectively with TCP, the “Buyers”), ALEX C. ALLIE, PETER C. ALLIE, CHRISTOPHER C. ALLIE, STACEY C. CULLIGAN, WERGIN FAMILY DYNASTY TRUST 2005, DANIEL P. WERGIN and TERENCE P. FOX (each a “Seller” and collectively, the “Sellers”).
August 22, 2007Tontine Capital Partners L P • August 29th, 2007 • Blank checks
This letter is being provided to you for purposes of inducing each of you to execute and deliver that certain Stock Purchase Agreement dated as of August 22, 2007 by and among you and Tower Tech Holdings, Inc., a Nevada corporation (the “Buyer”) (the “SPA”) and to consummate the transaction contemplated by the SPA whereby all of the issued and outstanding shares of capital stock of Brad Foote Gear Works, Inc., an Illinois corporation, shall be sold by you to the Buyer (the “Transaction”). Any capitalized terms used in this letter and not defined herein shall have the meaning ascribed to them under the SPA.
