EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 27, 2006, BY AND BETWEEN TOWER TECH HOLDINGS, INC. AND DUTCHESS PRIVATE EQUITIES FUND, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement (the “AGREEMENT”), dated as of June 27,2006, by and between Tower Tech Holdings, Inc., a corporation organized underthe laws of State of Nevada, with its principal executive office at 980 MaritimeDr., Suite 6, Manitowoc, WI 54220 (the “COMPANY”), and Dutchess Private EquitiesFund, L.P., a Delaware limited partnership with its principal office at 50Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “HOLDER”). WHEREAs, in connection with the Investment Agreement by and between theCompany and the Investor of this date (the “INVESTMENT AGREEMENT”), the Companyhas agreed to issue and sell to the Investor an indeterminate number of sharesof the Company’s Common Stock, $.001par value per share (the “COMMON STOCK”), tobe purchased pursuant to the terms and subject to the conditions set forth inthe Investment Agreement; and WHEREAS, to induce the Investor to execute and deliver the InvestmentAgreement, the Company has agreed to provide certain registration rights underthe Securities Act of 1933, as amended, and the rules and regulationsthereunder, or any similar successor statute (collectively, the “1933 ACT”), andapplicable state securities laws, with respect to the shares of Common Stockissuable pursuant to the Investment Agreement. NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING PROMISES AND THEMUTUAL COVENANTS CONTAINED HEREINAFTER AND OTHER GOOD AND VALUABLECONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THECOMPANY AND THE INVESTOR HEREBY AGREE AS FOLLOWS:SECTION 1. DEFINITIONS. As used in this Agreement, the following terms shall have the followingmeanings: “EXECUTION DATE” means the date of this Agreement set forth above. “INVESTOR” means Dutchess Private Equities Fund, L.P., a Delawarelimited partnership. “PERSON” means a corporation, a limited liability company, anassociation, a partnership, an organization, a business, an individual, agovernmental or political subdivision thereof or a governmental agency. “POTENTIAL MATERIAL EVENT” means any of the following: (I) thepossession by the Company of material information not ripe for disclosure in theRegistration Statement, which shall be evidenced by determinations in good faithby the Board of Directors of the Company that disclosure of such information inthe Registration Statement would be detrimental to the business and affairs ofthe Company, or (II) any material engagement or activity by the Company whichwould, in the good faith determination of the Board of Directors of the Company,be adversely affected by disclosure in the Registration Statement at such time,which determination shall be accompanied by a good faith determination by theBoard of Directors of the Company that the Registration Statement would bematerially misleading absent the inclusion of such information. “PRINCIPAL MARKET” shall mean The American Stock Exchange, NationalAssociation of Securities Dealer’s, Inc., Over-the-Counter electronic bulletinboard, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is theprincipal market on which the Common Stock of the Company is listed. “REGISTER,” “REGISTERED,” and “REGISTRATION” refer to the Registrationeffected by preparing and filing one (1) or more Registration Statements incompliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or anysuccessor rule providing for offering securities on a continuous basis (“RULE415″), and the declaration or ordering of effectiveness of such RegistrationStatement(s) by the United States Securities and Exchange Commission (the”SEC”). 1TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL “REGISTRABLE SECURITIES” means (I) the shares of Common Stock issued orissuable pursuant to the Investment Agreement, and (II) any shares of capitalstock issued or issuable with respect to such shares of Common Stock, if any, asa result of any stock split, stock dividend, recapitalization, exchange orsimilar event or otherwise, which have not been (X) included in the RegistrationStatement that has been declared effective by the SEC, or (Y) sold undercircumstances meeting all of the applicable conditions of Rule 144 (or anysimilar provision then in force) under the 1933 Act. “REGISTRATION STATEMENT” means the registration statement of theCompany filed under the 1933 Act covering the Registrable Securities. All capitalized terms used in this Agreement and not otherwise definedherein shall have the same meaning ascribed to them as in the InvestmentAgreement.SECTION 2. REGISTRATION. (A) The Company shall, within Thirty (30) days of the date of thisAgreement, file with the SEC the Registration Statement or RegistrationStatements (as is necessary) on Form SB-2 (or, if such form is unavailable forsuch a registration, on such other form as is available for such registration),covering the resale of all of the Registrable Securities, which RegistrationStatement(s) shall state that, in accordance with Rule 416 promulgated under the1933 Act, such Registration Statement also covers such indeterminate number ofadditional shares of Common Stock as may become issuable upon stock splits,stock dividends or similar transactions. The Company shall initially registerfor resale 5,000,000 shares of Common Stock which would be issuable on the datepreceding the filing of the Registration Statement based on the closing bidprice of the Company’s Common Stock on such date and the amount reasonablycalculated that represents Common Stock issuable to other parties as set forthin the Investment Agreement except to the extent that the SEC requires the shareamount to be reduced as a condition of effectiveness. (B) The Company shall use all commercially reasonable efforts to havethe Registration Statement(s) declared effective by the SEC within one hundredand twenty (120) calendar days after the filing of the registration statement. . (C) The Company may include in the Registration Statement covering theRegistrable Securities up to 3,000,000 shares of common stock to be registeredfor resale. Furthermore, the Company agrees that it will not file any otherRegistration Statement for other securities, until thirty calendar days afterthe Registration Statement for the Registrable Securities is declared effectiveby the SEC.SECTION 3. RELATED OBLIGATIONS. At such time as the Company is obligated to prepare and file theRegistration Statement with the SEC pursuant to Section 2(a), the Company willeffect the registration of the Registrable Securities in accordance with theintended method of disposition thereof and, with respect thereto, the Companyshall have the following obligations: (A) The Company shall use all commercially reasonable efforts to causesuch Registration Statement relating to the Registrable Securities to becomeeffective within one hundred and twenty(120) after the filing of theregistration statement days after the Execution Date and shall keep suchRegistration Statement effective until the earlier to occur of the date on which(A) the Investor shall have sold all the Registrable Securities; or (B) theInvestor has no right to acquire any additional shares of Common Stock under theInvestment Agreement (the “REGISTRATION PERIOD”). The Registration Statement(including any amendments or supplements thereto and prospectuses containedtherein) shall not contain any untrue statement of a material fact or omit tostate a material fact required to be stated therein, or necessary to make thestatements therein, in light of the circumstances in which they were made, not 2TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINALmisleading. The Company shall use all commercially reasonable efforts to respondto all SEC comments within seven (7) business days from receipt of such commentsby the Company. The Company shall use all commercially reasonable efforts tocause the Registration Statement relating to the Registrable Securities tobecome effective no later than five (5) business days after notice from the SECthat the Registration Statement may be declared effective. The Investor agreesto provide all information which it is required by law to provide to theCompany, including the intended method of disposition of the RegistrableSecurities, and the Company’s obligations set forth above shall be conditionedon the receipt of such information. (B) The Company shall prepare and file with the SEC such amendments(including post-effective amendments) and supplements to the RegistrationStatement and the prospectus used in connection with such RegistrationStatement, which prospectus is to be filed pursuant to Rule 424 promulgatedunder the 1933 Act, as may be necessary to keep such Registration Statementeffective during the Registration Period, and, during such period, comply withthe provisions of the 1933 Act with respect to the disposition of allRegistrable Securities of the Company covered by such Registration Statementuntil such time as all of such Registrable Securities shall have been disposedof in accordance with the intended methods of disposition by the Investorthereof as set forth in such Registration Statement. In the event the number ofshares of Common Stock covered by the Registration Statement filed pursuant tothis Agreement is at any time insufficient to cover all of the RegistrableSecurities, the Company shall amend such Registration Statement, or file a newRegistration Statement (on the short form available therefor, if applicable), orboth, so as to cover all of the Registrable Securities, in each case, as soon aspracticable, but in any event within thirty (30) calendar days after thenecessity therefor arises (based on the then Purchase Price of the Common Stockand other relevant factors on which the Company reasonably elects to rely),assuming the Company has sufficient authorized shares at that time, and if itdoes not, within thirty (30) calendar days after such shares are authorized. TheCompany shall use commercially reasonable efforts to cause such amendment and/ornew Registration Statement to become effective as soon as practicable followingthe filing thereof. (C) The Company shall make available to the Investor whose RegistrableSecurities are included in any Registration Statement and its legal counselwithout charge (I) promptly after the same is prepared and filed with the SEC atleast one (1) copy of such Registration Statement and any amendment(s) thereto,including financial statements and schedules, all documents incorporated thereinby reference and all exhibits, the prospectus included in such RegistrationStatement (including each preliminary prospectus) and, with regards to suchRegistration Statement(s), any correspondence by or on behalf of the Company tothe SEC or the staff of the SEC and any correspondence from the SEC or the staffof the SEC to the Company or its representatives; (II) upon the effectiveness ofany Registration Statement, the Company shall make available copies of theprospectus, via EDGAR, included in such Registration Statement and allamendments and supplements thereto; and (III) such other documents, includingcopies of any preliminary or final prospectus, as the Investor may reasonablyrequest from time to time in order to facilitate the disposition of theRegistrable Securities. (D) The Company shall use commercially reasonable efforts to (I)register and qualify the Registrable Securities covered by the RegistrationStatement under such other securities or “blue sky” laws of such states in theUnited States as the Investor reasonably requests; (II) prepare and file inthose jurisdictions, such amendments (including post-effective amendments) andsupplements to such registrations and qualifications as may be necessary tomaintain the effectiveness thereof during the Registration Period; (III) takesuch other actions as may be necessary to maintain such registrations andqualifications in effect at all times during the Registration Period, and (IV)take all other actions reasonably necessary or advisable to qualify theRegistrable Securities for sale in such jurisdictions; PROVIDED, HOWEVER, thatthe Company shall not be required in connection therewith or as a conditionthereto to (X) qualify to do business in any jurisdiction where it would nototherwise be required to qualify but for this Section 3(d), or (Y) subjectitself to general taxation in any such jurisdiction. The Company shall promptlynotify the Investor who holds Registrable Securities of the receipt by theCompany of any notification with respect to the suspension of the registrationor qualification of any of the Registrable Securities for sale under thesecurities or “blue sky” laws of any jurisdiction in the United States or itsreceipt of actual notice of the initiation or threatening of any proceeding forsuch purpose. 3TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL (E) As promptly as practicable after becoming aware of such event, theCompany shall notify Investor in writing of the happening of any event as aresult of which the prospectus included in the Registration Statement, as thenin effect, includes an untrue statement of a material fact or omission to statea material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made,not misleading (“REGISTRATION DEFAULT”) and use all diligent efforts to promptlyprepare a supplement or amendment to such Registration Statement and take anyother necessary steps to cure the Registration Default (which, if suchRegistration Statement is on Form S-3, may consist of a document to be filed bythe Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the1934 Act (as defined below) and to be incorporated by reference in theprospectus) to correct such untrue statement or omission, and make availablecopies of such supplement or amendment to the Investor. The Company shall alsopromptly notify the Investor (I) when a prospectus or any prospectus supplementor post-effective amendment has been filed, and when the Registration Statementor any post-effective amendment has become effective (the Company will preparenotification of such effectiveness which shall be delivered to the Investor onthe same day of such effectiveness and by overnight mail), additionally, theCompany will promptly provide to the Investor, a copy of the effectiveness orderprepared by the SEC once it is received by the Company; (II) of any request bythe SEC for amendments or supplements to the Registration Statement or relatedprospectus or related information, (III) of the Company’s reasonabledetermination that a post-effective amendment to the Registration Statementwould be appropriate, (IV) in the event the Registration Statement is no longereffective, or (V) if the Registration Statement is stale as a result of theCompany’s failure to timely file its financials or otherwise. The Companyacknowledges that its failure to cure the Registration Default within ten (10)business days will cause the Investor to suffer damages in an amount that willbe difficult to ascertain. Accordingly, the parties agree that it is appropriateto include a provision for liquidated damages. The parties acknowledge and agreethat the liquidated damages provision set forth in this section represents theparties’ good faith effort to quantify such damages and, as such, agree that theform and amount of such liquidated damages are reasonable and will notconstitute a penalty. It is the intention of the parties that interest payableunder any of the terms of this Agreement shall not exceed the maximum amountpermitted under any applicable law. If a law, which applies to this Agreement,which sets the maximum interest amount, is finally interpreted so that theinterest in connection with this Agreement exceeds the permitted limits, then:(1) any such interest shall be reduced by the amount necessary to reduce theinterest to the permitted limit; and (2) any sums already collected (if any)from the Company which exceed the permitted limits will be refunded to theCompany. The Investor may choose to make this refund by reducing the amount thatthe Company owes under this Agreement or by making a direct payment to theCompany. If a refund reduces the amount that the Company owes the Investor, thereduction will be treated as a partial payment. (F) The Company shall use all commercially reasonable efforts toprevent the issuance of any stop order or other suspension of effectiveness ofthe Registration Statement, or the suspension of the qualification of any of theRegistrable Securities for sale in any jurisdiction and, if such an order orsuspension is issued, to obtain the withdrawal of such order or suspension atthe earliest possible moment and to notify the Investor holding RegistrableSecurities being sold of the issuance of such order and the resolution thereofor its receipt of actual notice of the initiation or threat of any proceedingconcerning the effectiveness of the registration statement. (G) The Company shall permit the Investor and one (1) legal counsel,designated by the Investor, to review and comment upon the RegistrationStatement and all amendments and supplements thereto at least one (1) calendarday prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement orany postponement of a request for acceleration or any postponement of theeffective date or effectiveness of a Registration Statement by written requestof the Investor (collectively, the “Investor’s Delay”) shall not act to triggerany penalty of any kind, or any cash amount due or any in-kind amount due theInvestor from the Company under any and all agreements of any nature or kindbetween the Company and the Investor. The event(s) of an Investor’s Delay shallact to suspend all obligations of any kind or nature of the Company under anyand all agreements of any nature or kind between the Company and the Investor. 4TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL (H) At the request of the Investor, the Company’s counsel shall furnishto the Investor an opinion letter confirming the effectiveness of theregistration statement. Such opinion letter shall be issued as of the date ofthe effectiveness of the registration statement and be in form suitable to theInvestor. (I) The Company shall hold in confidence and not make any disclosure ofinformation concerning the Investor unless (I) disclosure of such information isnecessary to comply with federal or state securities laws, (II) the disclosureof such information is necessary to avoid or correct a misstatement or omissionin any Registration Statement, (III) the release of such information is orderedpursuant to a subpoena or other final, non-appealable order from a court orgovernmental body of competent jurisdiction, or (IV) such information has beenmade generally available to the public other than by disclosure in violation ofthis Agreement or any other agreement. The Company agrees that it shall, uponlearning that disclosure of such information concerning the Investor is soughtin or by a court or governmental body of competent jurisdiction or through othermeans, give prompt written notice to the Investor and allow the Investor, at theInvestor’s expense, to undertake appropriate action to prevent disclosure of, orto obtain a protective order covering such information. (J) The Company shall use all commercially reasonable efforts tomaintain designation and quotation of all the Registrable Securities covered byany Registration Statement on the Principal Market. If, despite the Company’scommercially reasonable efforts, the Company is unsuccessful in satisfying thepreceding sentence, it shall use commercially reasonable efforts to cause allthe Registrable Securities covered by any Registration Statement to be listed oneach other national securities exchange and automated quotation system, if any,on which securities of the same class or series issued by the Company are thenlisted, if any, if the listing of such Registrable Securities is then permittedunder the rules of such exchange or system. The Company shall pay all fees andexpenses in connection with satisfying its obligation under this Section 3(j). (K) The Company shall cooperate with the Investor to facilitate theprompt preparation and delivery of certificates representing the RegistrableSecurities to be offered pursuant to the Registration Statement and enable suchcertificates to be in such denominations or amounts, as the case may be, as theInvestor may reasonably request (and after any sales of such RegistrableSecurities by the Investor, such certificates not bearing any restrictivelegend). (L) The Company shall provide a transfer agent for all the RegistrableSecurities not later than the effective date of the first Registration Statementfiled pursuant hereto. (M) If requested by the Investor, the Company shall (I) as soon asreasonably practical incorporate in a prospectus supplement or post-effectiveamendment such information as the Investor reasonably determines should beincluded therein relating to the sale and distribution of RegistrableSecurities, including, without limitation, information with respect to theoffering of the Registrable Securities to be sold in such offering; (II) makeall required filings of such prospectus supplement or post-effective amendmentas soon as reasonably possible after being notified of the matters to beincorporated in such prospectus supplement or post-effective amendment; and(III) supplement or make amendments to any Registration Statement if reasonablyrequested by the Investor. (N) The Company shall use all commercially reasonable efforts to causethe Registrable Securities covered by the applicable Registration Statement tobe registered with or approved by such other governmental agencies orauthorities as may be necessary to facilitate the disposition of suchRegistrable Securities. (O) The Company shall otherwise use all commercially reasonable effortsto comply with all applicable rules and regulations of the SEC in connectionwith any registration hereunder. (P) Within one (1) business day after the Registration Statement whichincludes Registrable Securities is declared effective by the SEC, the Companyshall deliver to the transfer agent for such Registrable Securities, with copiesto the Investor, confirmation that such Registration Statement has been declaredeffective by the SEC. 5TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL (Q) The Company shall take all other reasonable actions necessary toexpedite and facilitate disposition by the Investor of Registrable Securitiespursuant to the Registration Statement.SECTION 4. OBLIGATIONS OF THE INVESTOR. (A) At least five (5) calendar days prior to the first anticipatedfiling date of the Registration Statement the Company shall notify the Investorin writing of the information the Company requires from the Investor for theRegistration Statement. It shall be a condition precedent to the obligations ofthe Company to complete the registration pursuant to this Agreement with respectto the Registrable Securities and the Investor agrees to furnish to the Companythat information regarding itself, the Registrable Securities and the intendedmethod of disposition of the Registrable Securities as shall reasonably berequired to effect the registration of such Registrable Securities and theInvestor shall execute such documents in connection with such registration asthe Company may reasonably request. The Investor covenants and agrees that, inconnection with any sale of Registrable Securities by it pursuant to theRegistration Statement, it shall comply with the “Plan of Distribution” sectionof the then current prospectus relating to such Registration Statement. (B) The Investor, by its acceptance of the Registrable Securities,agrees to cooperate with the Company as reasonably requested by the Company inconnection with the preparation and filing of any Registration Statementhereunder, unless the Investor has notified the Company in writing of anelection to exclude all of the Investor’s Registrable Securities from suchRegistration Statement. (C) The Investor agrees that, upon receipt of written notice from theCompany of the happening of any event of the kind described in Section 3(f) orthe first sentence of 3(e), the Investor will immediately discontinuedisposition of Registrable Securities pursuant to any Registration Statement(s)covering such Registrable Securities until the Investor’s receipt of the copiesof the supplemented or amended prospectus contemplated by Section 3(f) or thefirst sentence of 3(e). If so directed by the Company, such Investor shalldeliver to the Company (at the expense of the Company) or destroy (and deliverto the Company a certificate of destruction) all copies in such Investor’spossession, of the prospectus covering such Registrable Securities current atthe time of receipt of such notice.SECTION 5. EXPENSES OF REGISTRATION. All expenses, other than underwriting discounts and commissions andother than as set forth in the Investment Agreement, incurred in connection withregistrations including comments, filings or qualifications pursuant to Sections2 and 3, including, without limitation, all registration, listing andqualifications fees, printing and accounting fees, and fees and disbursements ofcounsel for the Company or for the Investor shall be paid by the Company.SECTION 6. INDEMNIFICATION. In the event any Registrable Securities are included in theRegistration Statement under this Agreement: (A) To the fullest extent permitted by law, the Company, under thisAgreement, will, and hereby does, indemnify, hold harmless and defend theInvestor who holds Registrable Securities, the directors, officers, partners,employees, counsel, agents, representatives of, and each Person, if any, whocontrols, any Investor within the meaning of the 1933 Act or the SecuritiesExchange Act of 1934, as amended (the “1934 ACT”) (each, an “INDEMNIFIEDPERSON”), against any losses, claims, damages, liabilities, judgments, fines,penalties, charges, costs, attorneys’ fees, amounts paid in settlement orexpenses, joint or several (collectively, “CLAIMS”), incurred in investigating,preparing or defending any action, claim, suit, inquiry, proceeding,investigation or appeal taken from the foregoing by or before any court orgovernmental, administrative or other regulatory agency, body or the SEC,whether pending or threatened, whether or 6TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINALnot an indemnified party is or may be a party thereto (“INDEMNIFIED DAMAGES”),to which any of them may become subject insofar as such Claims (or actions orproceedings, whether commenced or threatened, in respect thereof) arise out ofor are based upon: (I) any untrue statement or alleged untrue statement of amaterial fact in the Registration Statement or any post-effective amendmentthereto or in any filing made in connection with the qualification of theoffering under the securities or other “blue sky” laws of any jurisdiction inwhich the Investor has requested in writing that the Company register or qualifythe Shares (“BLUE SKY FILING”), or the omission or alleged omission to state amaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which the statements therein weremade, not misleading, (II) any untrue statement or alleged untrue statement of amaterial fact contained in the final prospectus (as amended or supplemented, ifthe Company files any amendment thereof or supplement thereto with the SEC) orthe omission or alleged omission to state therein any material fact necessary tomake the statements made therein, in light of the circumstances under which thestatements therein were made, not misleading, or (III) any violation or allegedviolation by the Company of the 1933 Act, the 1934 Act, any other law,including, without limitation, any state securities law, or any rule orregulation thereunder relating to the offer or sale of the RegistrableSecurities pursuant to the Registration Statement (the matters in the foregoingclauses (i) through (iii) being, collectively, “VIOLATIONS”). Subject to therestrictions set forth in Section 6(c) the Company shall reimburse the Investorand each such controlling person, promptly as such expenses are incurred and aredue and payable, for any reasonable legal fees or other reasonable expensesincurred by them in connection with investigating or defending any such Claim.Notwithstanding anything to the contrary contained herein, the indemnificationagreement contained in this Section 6(a): (I) shall not apply to a Claim arisingout of or based upon a Violation which is due to the inclusion in theRegistration Statement of the information furnished to the Company by anyIndemnified Person expressly for use in connection with the preparation of theRegistration Statement or any such amendment thereof or supplement thereto; (II)shall not be available to the extent such Claim is based on (A) a failure of theInvestor to deliver or to cause to be delivered the prospectus made available bythe Company or (B) the Indemnified Person’s use of an incorrect prospectusdespite being promptly advised in advance by the Company in writing not to usesuch incorrect prospectus; (III) any claims based on the manner of sale of theRegistrable Securities by the Investor or of the Investor’s failure to registeras a dealer under applicable securities laws; (IV) any omission of the Investorto notify the Company of any material fact that should be stated in theRegistration Statement or prospectus relating to the Investor or the manner ofsale; and (V) any amounts paid in settlement of any Claim if such settlement iseffected without the prior written consent of the Company, which consent shallnot be unreasonably withheld. Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of the IndemnifiedPerson and shall survive the resale of the Registrable Securities by theInvestor pursuant to the Registration Statement. (B) In connection with any Registration Statement in which Investor isparticipating, the Investor agrees to severally and jointly indemnify, holdharmless and defend, to the same extent and in the same manner as is set forthin Section 6(a), the Company, each of its directors, each of its officers whosigns the Registration Statement, each Person, if any, who controls the Companywithin the meaning of the 1933 Act or the 1934 Act and the Company’s agents(collectively and together with an Indemnified Person, an “INDEMNIFIED PARTY”),against any Claim or Indemnified Damages to which any of them may becomesubject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim orIndemnified Damages arise out of or are based upon any Violation, in each caseto the extent, and only to the extent, that such Violation is due to theinclusion in the Registration Statement of the written information furnished tothe Company by the Investor expressly for use in connection with suchRegistration Statement; and, subject to Section 6(c), the Investor willreimburse any legal or other expenses reasonably incurred by them in connectionwith investigating or defending any such Claim; PROVIDED, HOWEVER, that theindemnity agreement contained in this Section 6(b) and the agreement withrespect to contribution contained in Section 7 shall not apply to amounts paidin settlement of any Claim if such settlement is effected without the priorwritten consent of the Investor, which consent shall not be unreasonablywithheld; provided, further, however, that the Investor shall only be liableunder this Section 6(b) for that amount of a Claim or Indemnified Damages asdoes not exceed the net proceeds to such Investor as a result of the sale ofRegistrable Securities pursuant to such Registration Statement. Such indemnityshall remain in full force and effect regardless of any investigation made by oron behalf of such Indemnified Party and shall survive the resale of theRegistrable Securities by the Investor pursuant to the 7TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINALRegistration Statement. Notwithstanding anything to the contrary containedherein, the indemnification agreement contained in this Section 6(b) withrespect to any preliminary prospectus shall not inure to the benefit of anyIndemnified Party if the untrue statement or omission of material fact containedin the preliminary prospectus were corrected on a timely basis in theprospectus, as then amended or supplemented. This indemnification provisionshall apply separately to each Investor and liability hereunder shall not bejoint and several. (C) Promptly after receipt by an Indemnified Person or IndemnifiedParty under this Section 6 of notice of the commencement of any action orproceeding (including any governmental action or proceeding) involving a Claim,such Indemnified Person or Indemnified Party shall, if a Claim in respectthereof is to be made against any indemnifying party under this Section 6,deliver to the indemnifying party a written notice of the commencement thereof,and the indemnifying party shall have the right to participate in, and, to theextent the indemnifying party so desires, jointly with any other indemnifyingparty similarly noticed, to assume control of the defense thereof with counselmutually satisfactory to the indemnifying party and the Indemnified Person orthe Indemnified Party, as the case may be; provided, however, that anIndemnified Person or Indemnified Party shall have the right to retain its owncounsel with the fees and expenses to be paid by the indemnifying party, if, inthe reasonable opinion of counsel retained by the Indemnified Person orIndemnified Party, the representation by counsel of the Indemnified Person orIndemnified Party and the indemnifying party would be inappropriate due toactual or potential differing interests between such Indemnified Person orIndemnified Party and any other party represented by such counsel in suchproceeding. The indemnifying party shall pay for only one (1) separate legalcounsel for the Indemnified Persons or the Indemnified Parties, as applicable,and such counsel shall be selected by the Investor, if the Investor are entitledto indemnification hereunder, or the Company, if the Company is entitled toindemnification hereunder, as applicable. The Indemnified Party or IndemnifiedPerson shall cooperate fully with the indemnifying party in connection with anynegotiation or defense of any such action or Claim by the indemnifying party andshall furnish to the indemnifying party all information reasonably available tothe Indemnified Party or Indemnified Person which relates to such action orClaim. The indemnifying party shall keep the Indemnified Party or IndemnifiedPerson fully apprised at all times as to the status of the defense or anysettlement negotiations with respect thereto. No indemnifying party shall beliable for any settlement of any action, claim or proceeding effected withoutits written consent, provided, however, that the indemnifying party shall notunreasonably withhold, delay or condition its consent. No indemnifying partyshall, without the consent of the Indemnified Party or Indemnified Person,consent to entry of any judgment or enter into any settlement or othercompromise which does not include as an unconditional term thereof the giving bythe claimant or plaintiff to such Indemnified Party or Indemnified Person of arelease from all liability in respect to such Claim. Following indemnificationas provided for hereunder, the indemnifying party shall be subrogated to allrights of the Indemnified Party or Indemnified Person with respect to all thirdparties, firms or corporations relating to the matter for which indemnificationhas been made. The failure to deliver written notice to the indemnifying partywithin a reasonable time of the commencement of any such action shall notrelieve such indemnifying party of any liability to the Indemnified Person orIndemnified Party under this Section 6, except to the extent that theindemnifying party is prejudiced in its ability to defend such action. (D) The indemnity agreements contained herein shall be in addition to(I) any cause of action or similar right of the Indemnified Party or IndemnifiedPerson against the indemnifying party or others, and (II) any liabilities theindemnifying party may be subject to pursuant to the law.SECTION 7. CONTRIBUTION. To the extent any indemnification by an indemnifying party isprohibited or limited by law, the indemnifying party agrees to make the maximumcontribution with respect to any amounts for which it would otherwise be liableunder Section 6 to the fullest extent permitted by law; PROVIDED, HOWEVER, that:(I) no contribution shall be made under circumstances where the maker would nothave been liable for indemnification under the fault standards set forth inSection 6; (II) no seller of Registrable Securities guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall beentitled to contribution from any seller of Registrable Securities who was notguilty of fraudulent 8TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINALmisrepresentation; and (III) contribution by any seller of RegistrableSecurities shall be limited in amount to the net amount of proceeds received bysuch seller from the sale of such Registrable Securities.SECTION 8. REPORTS UNDER THE 1934 ACT. With a view to making available to the Investor the benefits of Rule144 promulgated under the 1933 Act or any other similar rule or regulation ofthe SEC that may at any time permit the Investor to sell securities of theCompany to the public without registration (“RULE 144”), provided that theInvestor holds any Registrable Securities are eligible for resale under Rule 144(k), the Company agrees to: (A) make and keep public information available, as those terms areunderstood and defined in Rule 144; (B) file with the SEC in a timely manner all reports and otherdocuments required of the Company under the 1933 Act and the 1934 Act so long asthe Company remains subject to such requirements (it being understood thatnothing herein shall limit the Company’s obligations under Section 5(c) of theInvestment Agreement) and the filing of such reports and other documents isrequired for the applicable provisions of Rule 144; and (C) furnish to the Investor, promptly upon request, (I) a writtenstatement by the Company that it has complied with the reporting requirements ofRule 144, the 1933 Act and the 1934 Act, (II) a copy of the most recent annualor quarterly report of the Company and such other reports and documents so filedby the Company, and (III) such other information as may be reasonably requestedto permit the Investor to sell such securities pursuant to Rule 144 withoutregistration.SECTION 9. NO ASSIGNMENT OF REGISTRATION RIGHTS. The rights and obligations under this Agreement shall not beassignable.SECTION 10. AMENDMENT OF REGISTRATION RIGHTS. The provisions of this Agreement may be amended only with the writtenconsent of the Company and Investor.SECTION 11. MISCELLANEOUS. (A) Any notices or other communications required or permitted to begiven under the terms of this Agreement that must be in writing will be deemedto have been delivered (I) upon receipt, when delivered personally; (II) uponreceipt, when sent by facsimile (provided a confirmation of transmission ismechanically or electronically generated and kept on file by the sending party);or (III) one (1) day after deposit with a nationally recognized overnightdelivery service, in each case properly addressed to the party to receive thesame. The addresses and facsimile numbers for such communications shall be: If to the Company: Tower Tech Holdings, Inc. 980 Maritime Dr., Suite 6 Manitowoc, WI 54220 Telephone: (920) 684-5531 Facsimile: (920) 682-0300 If to the Investor: Dutchess Private Equities Fund, LP 9TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL 50 Commonwealth Ave, Suite 2 Boston, MA 02116 Telephone: (617) 301-4700 Facsimile: (617) 249-0947 Each party shall provide five (5) business days prior notice to theother party of any change in address, phone number or facsimile number. (B) Failure of any party to exercise any right or remedy under thisAgreement or otherwise, or delay by a party in exercising such right or remedy,shall not operate as a waiver thereof. (C) This Agreement and the Transaction Documents constitute the entireagreement among the parties hereto with respect to the subject matter hereof andthereof. There are no restrictions, promises, warranties or undertakings, otherthan those set forth or referred to herein and therein. (D) This Agreement and the Transaction Documents supersede all prioragreements and understandings among the parties hereto with respect to thesubject matter hereof and thereof. (E) The headings in this Agreement are for convenience of referenceonly and shall not limit or otherwise affect the meaning hereof. Wheneverrequired by the context of this Agreement, the singular shall include the pluraland masculine shall include the feminine. This Agreement shall not be construedas if it had been prepared by one of the parties, but rather as if all theparties had prepared the same. (F) This Agreement may be executed in two or more identicalcounterparts, each of which shall be deemed an original but all of which shallconstitute one and the same agreement. This Agreement, once executed by a party,may be delivered to the other party hereto by facsimile transmission of a copyof this Agreement bearing the signature of the party so delivering thisAgreement. (G) 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 otheragreements, certificates, instruments and documents, as the other party mayreasonably request in order to carry out the intent and accomplish the purposesof this Agreement and the consummation of the transactions contemplated hereby. (H) In case any provision of this Agreement is held by a court ofcompetent jurisdiction to be excessive in scope or otherwise invalid orunenforceable, such provision shall be adjusted rather than voided, if possible,so that it is enforceable to the maximum extent possible, and the validity andenforceability of the remaining provisions of this Agreement will not in any waybe affected or impaired thereby.SECTION 12. DISPUTES SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW All disputes arising under this agreement shall be governed by andinterpreted in accordance with the laws of the Commonwealth of Massachusetts,without regard to principles of conflict of laws. The parties to this agreementwill submit all disputes arising under this agreement to arbitration in Boston,Massachusetts before a single arbitrator of the American Arbitration Association(“AAA”). The arbitrator shall be selected by application of the rules of theAAA, or by mutual agreement of the parties, except that such arbitrator shall bean attorney admitted to practice law in the Commonwealth of Massachusetts. Noparty to this agreement will challenge the jurisdiction or venue provisions asprovided in this section. Nothing contained herein shall prevent the party fromobtaining an injunction. *.*.* 10TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENTYour signature on this Signature Page evidences your agreement to be bound bythe terms and conditions of the Investment Agreement and the Registration RightsAgreement as of the date first written above.The undersigned signatory hereby certifies that he has read and understands theRegistration Rights Agreement, and the representations made by the undersignedin this Registration Rights Agreement are true and accurate, and agrees to bebound by its terms. DUTCHESS PRIVATE EQUITIES FUND, L.P., BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By: /s/ DOUGLAS H. LEIGHTON ————————————– Douglas H. Leighton, Managing MemberTOWER TECH HOLDINGS, INC.By /s/ CHRISTOPHER C. ALLIE ————————————— Chris Allie, President 11TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL