I, ____________________________, hereby attest, represent and declare, to the best of my knowledge, as follows:

1. I am an adult over the age of 18 years, and I reside in
_____________________, ____________________
[City] [State]

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FURTHER RESOLVED, that the Company be and the same hereby is authorized to take any and all action necessary to effect the issuance of the Preferred Stock to Mr. Cellura, including, but not limited to, the filing of the Certificate of Designation with the State of Delaware.
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This AGREEMENT is made and entered into this 31st day of October, 1996, by and between OVERSEAS FILMGROUP, INC., a Delaware corporation (hereinafter called “Overseas”), and Stephen K. Bannon (hereinafter called “Indemnitee”) (sometimes collectively referred to herein as “the Parties hereto”).

WHEREAS, there is a general awareness that competent and experienced persons are becoming more reluctant to serve as directors and officers of a corporation unless they are protected by comprehensive insurance or indemnification, especially since stockholder class and derivative lawsuits against publicly held corporations, their directors and officers for line-of-duty decisions and actions have increased in number in recent years for damages in amounts which are greatly in excess of the amount of compensation received by the directors or officers from the corporations, and

WHEREAS, the vagaries of “public policy” and the interpretations of ambiguous statutes, regulations and bylaws are too uncertain to provide corporate officers and directors with adequate, reliable knowledge of legal risks to which they may be exposed, with these indeterminables multiplied substantially for officers and directors of corporations such as Overseas with operations in many of the states in the United States and many foreign jurisdictions, and

WHEREAS, damages sought by class action plaintiffs in some cases amount to tens of millions of dollars and, whether or not the case is meritorious, the cost of defending them is enormous with few individual directors and officers having the resources to sustain such legal costs, not to mention the risk of a judgment running into millions even in cases where the defendant was neither culpable nor profited personally to the detriment of the corporation, and

WHEREAS, the issues in controversy in such litigation are usually related to the knowledge, motives and intent of the director or officer and such person may be the only witness with first-hand knowledge of the essential facts or of exculpating circumstances, who is qualified to testify in such person’s defense regarding matters of such subjective nature, and the long period of time which normally and usually elapses before such suits can be disposed of can extend beyond the normal time for retirement for a director or officer with the result that such person, after retirement, or in the event of such person’s death, such person’s spouse, heirs, executors or administrators, as the case may be, may be faced with limited ability, undue hardship and an intolerable burden in launching and maintaining a proper and adequate defense of such director or officer or such person’s estate against claims for damages, and

WHEREAS, the Board of Directors, based upon their experience as business managers, have concluded that unless Overseas enters into indemnification agreements with its directors and officers, the continuation of present trends in litigation against corporate directors and officers will inevitably result in less effective direction and supervision of Overseas and its subsidiaries and affiliates, their business affairs and the operation of their facilities and the Board deems such consequences to be so detrimental to the best interests of Overseas’ shareholders that it has concluded that its directors and officers should be provided with maximum protection against inordinate risks in order to insure that the most capable persons otherwise available will be attracted to such positions; therefore, said directors have further concluded that it is not only reasonable and prudent but necessary for Overseas to contractually obligate itself to indemnify in a reasonable and adequate manner its directors and officers and the directors and officers of its affiliates and to assume for itself maximum liability for expenses and damages in connection with claims lodged against them for their line-of-duty decisions and actions, and

WHEREAS, Section 145 of the General Corporation Law of the State of Delaware, under which Overseas is organized, empowers corporations to indemnify persons serving as a director, officer, employee or agent of the corporation or a person who serves at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and further specifies that the indemnification set forth in said section “shall not be deemed exclusive to any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise”, and said section further empowers a corporation to “purchase and maintain insurance” (on behalf of such persons) “against any liability asserted against him or incurred by him in any such capacity or arising out of status as such whether or not the corporation would have the power to indemnify him against such liability under the provisions of” (said laws), and

WHEREAS, Overseas initiated an investigation to determine the type of insurance available, the nature and extent of the coverage provided and the cost thereof to Overseas to insure the directors and officers of Overseas and of its affiliates against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with any action, suit or proceeding with which any such director or officer is threatened or made a party by reason of such status and/or such person’s line-of-duty decisions or actions, and, upon receiving such information, the directors of Overseas have determined that the coverage available is inadequate for Overseas and its directors, officers and agents and that its shareholders’ best interests would be served by Overseas contracting to indemnify such persons and to thereby effectively self-insure against such potential liabilities not covered by insurance, and

WHEREAS, Overseas desires to have Indemnitee serve or continue to serve as a director and/or officer of Overseas and/or of any other corporation, partnership, joint venture, trust or other enterprise of which he has been or is serving at the request of, for the convenience of, or to represent the interests of Overseas (any such enterprise being hereinafter referred to as an “Affiliate of Overseas”) free from undue concern for unpredictable, inappropriate or unreasonable claims for damages by reason of his being a director, officer, employee and/or agent of Overseas or of an Affiliate of Overseas or by reason of his decisions or actions on their behalf and Indemnitee desires to serve or to continue to serve (provided that he is furnished the indemnity provided for hereinafter), in one or more of such capacities, NOW, THEREFORE,

W I T N E S S E T H

THAT for and in consideration of the premises and the covenants contained herein, Overseas and Indemnitee do hereby covenant and agree as follows:

1. DEFINITIONS.

“Litigation Costs” means all reasonable costs, charges, expenses, including attorneys’, accountants’ and expert witnesses’ fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

“Losses” means the total amount which Indemnitee becomes legally obligated to pay in connection with any Proceeding including, without limitation, Litigation Costs, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Litigation Costs, judgments, fines and amounts paid in settlement) of or with respect to that Proceeding.

“Proceeding” means any threatened, pending or completed action, suit or proceeding (including, without limitation, securities laws actions, suits, and proceedings), or any inquiry or investigation, formal or informal, (including discovery), whether conducted by Overseas or any other party, that Indemnitee in good faith believes might lead to the institution of any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.

2. AGREEMENT TO SERVICE.

Indemnitee will serve and/or continue to serve, at the will of Overseas or its stockholders or under separate contract, if such exists, Overseas or an Affiliate of Overseas as a director, officer, employee and/or agent faithfully so long as he is duly elected and qualified in accordance with the provisions of the bylaws thereof or until such time as he tenders his resignation in writing or is removed in accordance with applicable law (subject to the terms of any separate contract, if such exists).

3. INDEMNIFICATION. Overseas shall indemnify Indemnitee:

(a) If Indemnitee is a person who was or is a party, or witness in, or is threatened to be made a party to, or witness in, or otherwise becomes involved in, any Proceeding (other than an action by or in the right of Overseas or an Affiliate of Overseas) by reason of (or arising in part out of) the fact that he is or was a director, officer, employee or agent of Overseas or is or was serving at the request of Overseas as a director, officer, employee or agent of an Affiliate of Overseas, or by reason of anything done or not done by him in any such capacity, against Losses actually incurred by him in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful, or
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R E C I T A L S

A. The Company is engaged in the business of providing products and services to the North American wind energy industry including such products and services utilized or required in construction, operations and maintenance and component repairs, including control systems and gear boxes, retrofit programs and warranty service (the “Business”).

B. Sellers own all of the outstanding membership interests of the Company.

C. Sellers desire to sell, and Buyer desires to purchase, all of the issued and outstanding membership interests of the Company (the “Membership Interests”) for the consideration and on the terms set forth in this Agreement.

AGREEMENT

In consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, the Company and Sellers agree as follows:

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ARTICLE 2

SALE AND TRANSFER OF MEMBERSHIP INTERESTS;
PURCHASE PRICE

2.1 Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Membership Interests to Buyer, and Buyer will purchase the Membership Interests from Sellers.

2.2 Purchase Price. The aggregate purchase price for the Membership Interests (the “Purchase Price”) is equal to:

(a) The Base Purchase; minus

(b) the aggregate amount required at Closing, or paid by the Company prior to Closing, or authorized or contracted for by the Company prior to the Closing but payable after the Closing to discharge any and all (i) severance payments, termination payments or other amounts payable (including, without limitation, the estimated costs of benefits required to be provided) under the terms of any employment agreement, plan or other arrangement payable if the employee’s employment with the Company is terminated by the employee after the occurrence of a “change of control” or other similar event, (ii) stay bonuses, success bonuses or other similar payments under the terms of any employment agreement, plan or other arrangement and relating to the transactions contemplated by this Agreement, (iii) cash payments required to cancel and terminate all outstanding options to acquire membership interests in the Company, (iv) the employer’s portion of social security, Medicare, unemployment or other employment Taxes imposed with respect to the amounts described above, and (v) the aggregate amount of any distributions to Sellers from the Company after the date hereof to and including the Closing Date (other than the Tax Distribution and the payment of normal compensation and benefits in the Ordinary Course of Business pursuant to existing compensation and benefit arrangements in effect on the date hereof).

2.3 Payment of Purchase Price. The Purchase Price shall be paid by Buyer as follows:

(a) Cash Purchase Price. At the Closing, Buyer shall pay to Sellers in cash the sum of $2,250,000 plus fifty percent (50%) of the remaining balance of the Purchase Price after taking into account said $2,250,000 amount (the “Cash Purchase Price”), One Million Dollars ($1,000,000) of which Sellers authorize Buyer to deposit in the Escrow Account on behalf of Sellers pursuant to Section 2.3(c) below (the “Cash Escrow Deposit”).

(b) Stock Purchase Price. Subject to the provisions of Section 2.3(d) below, at the Closing Buyer shall deliver to Sellers a number of shares of Buyer Common Stock equal to the remaining balance of the Purchase Price (the Purchase Price minus the Cash Purchase Price) divided by the Price Per Share, which the parties acknowledge and agree is Eight and 48/100 Dollars ($8.48) per share, adjusted proportionately for any stock dividends, stock splits, combination of shares or other change in Buyer’s capital structure between the date hereof and the Closing Date. The aggregate value of such Buyer Common Stock delivered to the Sellers at Closing combined with the aggregate value of Buyer Common Stock deposited directly in the Escrow Account is referred to herein as the “Stock Purchase Price”, with such value being determined by multiplying the number of shares of Buyer Common Stock so delivered or deposited by the Per Share Price.

(c) Escrow Amount. To secure and to serve as a fund in respect of the indemnification obligations of Sellers under this Agreement, Buyer, Sellers and Wells Fargo Bank, as Escrow Agent, (the “Escrow Agent”), at Closing shall enter into an Escrow Agreement substantially in the form annexed hereto as Exhibit A (the “Escrow Agreement”). At the Closing, Buyer shall deposit (i) Two Million Dollars ($2,000,000) of Buyer Common Stock or, Two Hundred and Thirty-Five Thousand Eight Hundred and Forty-Nine (235,849) Shares (based upon the Price Per Share) (“Stock Escrow Deposit”), and (ii) the Cash Escrow Deposit (the “Escrow Amount”) with the Escrow Agent to be held in an account (collectively, the “Escrow Account”) pursuant to the terms of the Escrow Agreement. Except with respect to amounts that have been previously paid from the Escrow Account to Buyer pursuant to the joint written instruction of Sellers and Buyer, and except with respect to indemnity claims duly made in accordance with ARTICLE 11 on or before the third anniversary date of the Closing Date, all amounts in the Escrow Account (with any interest or other earnings paid thereon) shall be distributed to Sellers in accordance with the Escrow Agreement within ten (10) business days after the expiration of said three year escrow period (the “Escrow Period”).

(d) Issuance of Buyer Stock Options. In connection with the Closing on the Closing Date, by virtue of the Contemplated Transactions Buyer shall issue options to acquire Buyer Common Stock pursuant to the Tower Tech Holding, Inc. 2007 Equity Incentive Plan to those employees of the Company who are identified on Schedule 2.3(d) attached hereto in the amounts listed on such Schedule 2.3(d), subject to pro rata adjustment for any stock split, stock dividend, combination of shares, recapitalization or similar transaction. For the avoidance of doubt, the Buyer Common Stock issuable upon exercise of options granted hereunder shall not be a part of or be deducted from the Buyer Common Stock that is payable as part of the Base Purchase Price pursuant to Section 2.3(b) hereof. After the Closing Date, no Company options shall be deemed to be outstanding and all of the Company’s equity option or incentive plans or arrangements shall be terminated and of no further force or effect.

(e) Method of Cash Payment. All cash payments made under this Section 2.3 shall be made by wire transfer of immediately available funds to an account designated by the recipient in writing.

(f) Each Seller. As between Sellers, any Purchase Price payable to Sellers, or payments payable to Sellers from the Escrow Account, shall be paid pro rata among the Sellers based on such Seller’s equity ownership percentage of the Company immediately prior to the Closing. No fractional shares of Buyer Common Stock will be issued to the Sellers. Sellers shall receive cash in lieu of any fractional shares of Buyer Common Stock to which any such Seller would otherwise have been entitled pursuant to the Contemplated Transactions at the Price Per Share.
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1. CONTRIBUTION AND TRANSFER OF ASSETS; ISSUANCE OF ASTHMATX SHARES.

1.1 Contribution and Transfer of Assets. Broncus hereby contributes, assigns, transfers, conveys and delivers to Asthmatx, as of the Effective Date, all of Broncus’ right, title and interest in, to or under all of the assets and properties identified in the following subparagraphs of this Section 1.1 (collectively, the “Assigned Assets”):

(a) cash in the amount equal to forty percent (40%) of the cash held by Broncus on the Effective Date (which amount Broncus and Asthmatx agree and acknowledge will take into account Broncus’ payment of those accounts payable paid on or before the Effective Date and which amount Broncus and Asthamtx estimate will be approximately $2,150,000);

(b) the tangible personal property assets of Broncus that are identified on Schedule 1.1(b) attached hereto;

(c) the contracts and agreements that are identified on Schedule 1.1(c) attached hereto (the “Assigned Contracts”);

(d) the patents and patent applications specifically listed on Schedule 1.1(d) attached hereto, all worldwide rights to the inventions described therein, and all rights to enforce such patents (and any patents that may be issued on any such patent applications) and all causes of action and rights of recovery for past infringement of such patents, patent applications and inventions described therein (collectively, the “Assigned Patent Rights”);

(e) the trademarks and trademark registrations that are identified on Schedule 1.1(e) attached hereto, and all applications therefor, trade names and rights in trade dress and packaging associated therewith (collectively, the “Assigned Trademark Rights”);

(f) the intangible assets, technologies, properties and rights of Broncus that are associated exclusively with the Alair Asthma Treatment System (including the Alair Controller Software, the Alair Product Specification, training materials related to the Alair Program, publications regarding the Alair procedure and all trade dress/design features for the Alair System), including all patent rights associated therewith, copyrights, copyright registrations and applications therefor, trade secrets, know-how and other intellectual property rights recognized by the law of any applicable jurisdiction (collectively, “Intellectual Property Rights”) therein and thereto, all rights to enforce such Intellectual Property Rights, and all causes of action and rights of recovery for past infringement of such Intellectual Property Rights; and

(g) the books and records of Broncus which relate to the assets described in clauses (a) through (f) above and do not relate to the Excluded Assets (provided that Broncus shall be entitled to retain a copy of such books and records).

Notwithstanding the foregoing, the Assigned Assets shall not in any event include any of the assets, properties and rights owned or held by Broncus that are not expressly identified in the preceding subparagraphs of this Section 1.1 (collectively, the “Excluded Assets”), such as, by way of illustration and not limitation, assets, properties, agreements, contracts, technologies and Intellectual Property Rights associated with Broncus’ Exhale emphysema treatment system and not expressly defined as Assigned Assets herein.

1.2 Issuance of Asthmatx Shares and Grant of Asthmatx Options. In partial consideration for Broncus’ contribution and transfer to Asthmatx of the Assigned Assets and the commitments of Broncus contained in this Agreement, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Asthmatx hereby agrees with Broncus as follows:

(a) Issuance of Asthmatx Shares. Asthmatx hereby agrees with Broncus to, and hereby does, issue and sell to Broncus, and Broncus hereby acquires from Asthmatx, an aggregate total of (i) 3,883,541 shares of Asthmatx’s Common Stock, (ii) 2,612,500 shares of Asthmatx’s Series A-1 Preferred Stock, (iii) 2,090,000 shares of Asthmatx’s Series A-2 Preferred Stock, (iv) 1,045,000 shares of Asthmatx’s Series A-3 Preferred Stock, (v) 4,280,000 shares of Asthmatx’s Series B Preferred Stock, (vi) 9,619,528 shares of Asthmatx’s Series C Preferred Stock, and (vii) 9,271,159 shares of Asthmatx’s Series D Preferred Stock (all such shares of Asthmatx Common Stock and Asthmatx Preferred Stock being collectively referred to herein as the “Asthmatx Shares”).

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(b) Issuance of Common Shares Upon Exercise of Broncus Warrants. In addition to the issuance to Broncus of the Asthmatx Shares pursuant to Section 1.1(a) above, Asthmatx hereby agrees with Broncus that, within a reasonable time after each exercise of a Broncus Warrant that occurs after the date of the Spin-off (a “Broncus Warrant Exercise”), Asthmatx shall issue to the holder of such Broncus Warrant who has exercised such Broncus Warrant one (1) share of Asthmatx Common Stock, as presently constituted (the “Issue Number”) for each share of Broncus Common Stock that is issued to and received by the holder of such Broncus Warrant as a result of such Broncus Warrant Exercise (with the Issue Number to be equitably and proportionally adjusted to account for and reflect any stock splits, stock dividends, reverse stock splits or the like occurring after the date of the Spin-off and affecting the number of outstanding shares of the Common Stock of either Asthmatx or Broncus); provided, however, that Asthmatx shall not be obligated to issue its Common Stock under this Section 1.2(b) with respect to a Broncus Warrant Exercise unless and until Broncus has provided Asthmatx with written notice of such Broncus Warrant Exercise, which notice shall include (i) the name and address of the holder of the Broncus Warrant exercised in connection with such Broncus Warrant Exercise; (ii) the name and address of the person(s) in whose name the shares of Asthmatx’s Common Stock issuable hereunder in respect of such Broncus Warrant Exercise are to be registered; and (iii) a statement of the number of Broncus shares purchased in connection with such Broncus Warrant Exercise, and Broncus’ computation of the number of shares of Asthmatx’s Common Stock then issuable in respect of such Broncus Warrant Exercise in accordance with this Section 1.2(b).

(c) Grant of Asthmatx Stock Options to Broncus Optionees. Effective at a time prior to the time the Spin-off takes effect and during which Asthmatx is a subsidiary of Broncus, Asthmatx shall grant to each Broncus Optionee (as defined below), with respect to each outstanding option to purchase Broncus Common Stock held by such Broncus Optionee (a “Broncus Option”), an option to purchase shares of Asthmatx Common Stock (an “Asthmatx Option”) on the following basis and terms, except as otherwise noted below:

(i) the number of shares of Asthmatx Common Stock subject to each Asthmatx Option granted to a Broncus Optionee under this Section 1.2(c) with respect to a Broncus Option will (except as may be otherwise specified in Schedule 1.2(c) attached hereto) be equal to the number of shares of Broncus Common Stock with respect to which such Broncus Option was vested and exercisable on the date such Asthmatx Option is granted (or, if exercise

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Lid Hair Studios International, Inc.
Code of Ethics for
Principal Executive Officer and Senior Financial Officers

I. INTRODUCTION

A. Purpose of Code.

Lid Hair Studios International, Inc. (the “Corporation”) is committed to the highest standards of legal and ethical conduct, including providing full and accurate financial disclosure in compliance with applicable laws, rules and regulations and maintaining its books and records in accordance with applicable accounting policies, laws, rules and regulations.

This Code of Ethics for Principal Executive Officer and Senior Financial Officers (this “Code”) is designed to set forth particular standards of conduct that the Corporation requires its principal executive officer and its senior financial officers to follow. Any activity by a principal executive officer or senior financial officer of the Corporation contrary to this Code is prohibited and is not within the scope of employment or authority of such persons.
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CERTIFICATE OF FORMATION

OF

BPZ RESOURCES, INC.

The undersigned natural person of the age of at least eighteen years acting as incorporator of a corporation under the Texas Business Organizations Code (“TBOC”) does hereby adopt the following Certificate of Formation for such corporation. This document becomes effective when the document is filed by the Secretary of State of the State of Texas.

ARTICLE I

NAME

The name of the entity is BPZ RESOURCES, INC. (the “Corporation”).

ARTICLE II

TYPE OF ENTITY

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