Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • Massachusetts
Exhibit 4.1 LOAN AND SECURITY AGREEMENT THIS AGREEMENT made as of February 24,2006 by and between Sovereign Bank, with an office at 1010 Farmington Avenue, West Hartford, CT 06107 (hereinafter referred to as the "Lender"), and Ranor, Inc., a...Loan and Security Agreement • August 28th, 2006 • Techprecision Corp • Blank checks
RECITALSEmployment Agreement • April 24th, 2006 • Techprecision CORP • Blank checks • Delaware
Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • Massachusetts
Techprecision Corporation Bella Drive Westminster, Massachusetts 01473 January , 2007 Techprecision LLC 900 Third Avenue, 13th floor New York, New York 10017 Attention: Mr. Andrew A. Levy Re: Management Agreement Gentlemen:...Management Agreement • February 8th, 2007 • Techprecision Corp • Blank checks
This letter will confirm that the management agreement (the "Management Agreement") dated February 25, 2006, by and between Techprecision Corporation (the "Company") and Techprecision LLC (the "LLC") is terminated on and as of December 31, 2006, and, neither party shall have any obligation to the other subsequent to December 31, 2006, except that (i) the obligations of the parties pursuant to Sections 6, 7, 8 and 9 and, to the extent related to such sections, Section 10 of the Management Agreement shall continue in full force and effect as set forth in the Management Agreement, subject to the last sentence of this letter, (ii) the Company has made a payment of $16,666,67 on or about January 15, 2007, and (iii) the Company will make eight monthly payments in the amount of $9,166.67 to TechPrecision LLC on the 15th day of each month commencing February 15, 2007 and ending on September 15, 2007. For purposes of Section 7.1 of the Management Agreement, the restrictions shall continue until
Exhibit 99.2 SETTLEMENT AGREEMENT AND GENERAL RELEASE ---------------------------------------- This Settlement Agreement and General Release ("Agreement") is made and executed by and between TechPrecision Corporation, a Delaware corporation (formerly...Settlement Agreement • February 20th, 2007 • Techprecision Corp • Blank checks • Pennsylvania
Form of WarrantWarrant Agreement • July 10th, 2024 • Techprecision Corp • Fabricated structural metal products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 8, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TechPrecision Corporation, a company incorporated under the laws of the State of Delaware (the “Company”), up to _______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Re: Subscription AgreementSubscription Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • New York
RECITALSEmployment Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • Delaware
Exhibit 10.3 AGREEMENTStock Purchase Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • New York
BETWEENPreferred Stock Purchase Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • New York
LEASE BETWEENLease Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • Massachusetts
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2024 • Techprecision Corp • Fabricated structural metal products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2024 and is between TechPrecision Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.7 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement"), dated as of February 24, 2006, (the "Effective Date") among TECHPRECISION, LLC, a Delaware limited liability company having an address at P.O. Box 4651, Greenville, DE 19807...Management Agreement • August 28th, 2006 • Techprecision Corp • Blank checks
Exhibit 99.1 FIRST AMENDMENT TO LOAN AGREEMENT --------------------------------- THIS AMENDMENT TO LOAN AGREEMENT is made as of the 29th day of January 2007 (the "Agreement"), by and among RANOR, INC., a corporation organized under the State of...Loan Agreement • February 20th, 2007 • Techprecision Corp • Blank checks
Exhibit 99.3 AGREEMENTStock Purchase Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • New York
ISDA® International Swaps and Derivatives Association, Inc. dated as of December 30, 20102002 Master Agreement • February 14th, 2011 • Techprecision Corp • Fabricated structural metal products • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the -schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2016 • Techprecision Corp • Fabricated structural metal products • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of March 31, 2016 and is effective as of January 20, 2016 (the "Effective Date"), between TechPrecision Corporation, a Delaware corporation (the "Company"), and Thomas Sammons (the "Employee").
ARTICLE IRegistration Rights Agreement • August 28th, 2006 • Techprecision Corp • Blank checks • New York
Exhibit B Registration Rights Provisions These Registration Rights Provisions constitute an integral part of the Agreement dated February 24, 2006, by and among the Stockholders named therein, who are the members of Ranor Acquisition, LLC, and...Registration Rights Provisions • August 28th, 2006 • Techprecision Corp • Blank checks
COMMON STOCK PURCHASE WARRANT Techprecision corporationPlacement Agent’s Warrant • July 10th, 2024 • Techprecision Corp • Fabricated structural metal products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 8, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), on or prior to 5:00 p.m. (New York City time) on July 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TechPrecision Corporation, a company incorporated under the laws of the State of Delaware (the “Company”), up to ____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • August 30th, 2021 • Techprecision Corp • Fabricated structural metal products • Delaware
This Debt Conversion Agreement (the “Agreement”), dated as of August 25, 2021, is entered into by and among Babak Parsi (“Lender”), TechPrecision Corporation, a Delaware corporation (the “TechPrecision”), and Stadco, a California corporation (the “Company”).
FOURTH FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • August 18th, 2014 • Techprecision Corp • Fabricated structural metal products
This Fourth Forbearance and Modification Agreement (this “Agreement") is made as of August 12, 2014 by and among Ranor, Inc., a Delaware corporation, having a place of business and mailing address of 1 Bella Drive, Westminster, MA 01473-1058 (the “Borrower”), TechPrecision Corporation, a Delaware corporation, having a place of business and mailing address of 3477 Corporate Parkway - Suite 140, Center Valley, PA 18034 (the "Guarantor”) and Santander Bank, N.A. (formerly known as Sovereign Bank), a national banking association, with a place of business at 75 State Street, Boston, MA 02109 (the "Lender").
TERM NOTETerm Note • December 29th, 2014 • Techprecision Corp • Fabricated structural metal products
This Term Note is given to evidence an actual loan (the “Loan”) in the maximum principal amount of $1,500,000.00, and is the Term Note referred to as “Note A” in Section 2.02 of the Agreement, and is subject to prepayment and acceleration of maturity as set forth in the Agreement. This Term Note is secured by, among other things, that certain Mortgage Deed, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Borrower in favor of Lender, Guaranty of Guarantor and Financing Statement from Borrower in favor of Lender (the “Security Instrument”). All terms defined in the Agreement are used herein with their defined meanings unless otherwise provided.
Exhibit 4.2 GUARANTYGuaranty • August 28th, 2006 • Techprecision Corp • Blank checks • Massachusetts
To induce Sovereign Bank (hereinafter referred to as the "Lender") to make a certain loan to RANOR, INC. (hereinafter referred to as the "Borrower"), pursuant to a certain Loan and Security Agreement dated of even date herewith (hereinafter referred to as the "Loan Agreement") and in consideration thereof and of any loans, advances or financial accommodations heretofore or hereafter granted by the Lender to or for the account of the Borrower, whether pursuant to the Loan Agreement or otherwise, the undersigned Guarantor (the "Guarantor") unconditionally, jointly and severally guarantees by this agreement (the "Guaranty") the payment and performance from or by the Borrower of any and all obligations from the Borrower to the Lender (the "Obligations"). "Obligations" shall mean any and all loans and advances made by the Lender prior to, on or after the date hereof to or for the account of the Borrower, and any and all interest, commissions, obligations, liabilities, indebtedness, charges
AMENDED AND RESTATED TERM NOTETerm Note • January 25th, 2016 • Techprecision Corp • Fabricated structural metal products
This Term Note amends and restates in its entirety that certain Term Note dated December 22, 2014 made by the Borrower in the original principal amount of $750,000.00 payable to the order of Lender (the "Original Note"). Borrower intends, and Lender, by its acceptance of this Term Note agrees, that the indebtedness previously evidenced by the Original Note remains outstanding, but such indebtedness shall henceforth be evidenced by this Term Note, and the terms and conditions of Borrower's obligations to repay said indebtedness and interest thereon shall be governed by the terms of this Term Note. Neither the execution, delivery or acceptance of this Term Note, nor any of the terms and provisions set forth in this Term Note, shall be deemed or construed to effect a novation or to cause all or any part of the aforesaid indebtedness, or the liability of any person with respect therefor, to be, or to be deemed to have been, paid, satisfied or discharged.
STOCK GRANT AGREEMENT Stock Grant issued this day of May, 2006, from Techprecision Corporation, a Delaware corporation with offices at One Bella Drive, Westminster, MA (the "Company"), to (the "Grantee"). W I T N E S S E T H: - - - - - - - - - -...Stock Grant Agreement • May 5th, 2006 • Techprecision Corp • Blank checks
NINTH Amendment TO AmenDed and Restated LOAN AGREEMENT AND fifth AMENDMENT TO seCOND aMENDED AND rESTATED pROMISSORY nOTELoan Agreement • September 10th, 2024 • Techprecision Corp • Fabricated structural metal products
This ninth Amendment TO Amended and Restated LOAN AGREEMENT AND FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “Agreement”) is executed on September 4, 2024 and effective August 30, 2024, by and among RANOR, INC., a Delaware corporation (“Ranor”), Stadco New Acquisition, LLC, a Delaware limited liability company (the “Initial Stadco Borrower”), STADCO, a California corporation (“Stadco”), Westminster Credit Holdings, LLC, a Delaware limited liability company (“Westminster”; together with Ranor, Initial Stadco Borrower and Stadco, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), and BERKSHIRE BANK, a savings bank organized and existing under the laws of the Commonwealth of Massachusetts (“Lender” or “Bank”), successor by merger to Commerce Bank & Trust Company, in the following circumstances:
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 2nd, 2007 • Techprecision Corp • Blank checks • Connecticut
THIS SECOND AMENDMENT TO LOAN AGREEMENT is made as of the 28 day of June 2007 (the “Agreement”), by and among RANOR, INC., a corporation organized under the State of Delaware with its chief executive office, principal place of business and mailing address at One Bella Drive, Westminster, Massachusetts 01473 (, the “Borrower”) and SOVEREIGN BANK, a federal savings bank with a usual place of business at 1010 Farmington Avenue, West Hartford, Connecticut 06107 (the “Lender”).
SEPARATION, SEVERANCE AND RELEASE AGREEMENTSeparation, Severance and Release Agreement • July 18th, 2014 • Techprecision Corp • Fabricated structural metal products • Pennsylvania
THIS SEPARATION, SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is made and entered into by and between TechPrecision Corporation (hereinafter the “Company”) and Robert Francis (“Employee”), as of June 23, 2014 (the “Effective Date”). Company and Employee are each a “Party” and together, the “Parties”.
AMENDMENT TO AMENDED AND RESTATED LOAN PURCHASE AND SALE AGREEMENTLoan Purchase and Sale Agreement • June 29th, 2021 • Techprecision Corp • Fabricated structural metal products • Colorado
THIS AMENDMENT TO AMENDED AND RESTATED LOAN PURCHASE AND SALE AGREEMENT (the “Amendment”), effective as of June 28, 2021, is by and among STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”), SUNFLOWER BANK, N.A. (“Seller”), Stadco, a California corporation (“Borrower”), STADCO ACQUISITION, LLC, a California limited liability company (“Stadco Acquisition”) and STADCO MEXICO, INC., Delaware corporation (collectively, with Stadco Acquisition, the “Guarantors”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • June 4th, 2014 • Techprecision Corp • Fabricated structural metal products
This Forbearance and Modification Agreement (this “Agreement") is made as of May 30, 2014 by and among Ranor, Inc., a Delaware corporation, having a place of business and mailing address of 1 Bella Drive, Westminster, MA 01473-1058 (the “Borrower”), TechPrecision Corporation, a Delaware corporation, having a place of business and mailing address of 3477 Corporate Parkway - Suite 140, Center Valley, PA 18034 (the "Guarantor”) and Santander Bank, N.A. (formerly known as Sovereign Bank), a national banking association, with a place of business at 75 State Street, Boston, MA 02109 (the "Lender").
TENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 16th, 2012 • Techprecision Corp • Fabricated structural metal products
THIS TENTH AMENDMENT TO LOAN AGREEMENT is made as of the 29th day of March, 2012 (the "Agreement"), by and among RANOR, INC., a corporation organized under the State of Delaware with its chief executive office, principal place of business and mailing address at One Bella Drive, Westminster, Massachusetts 01473 (the "Borrower") and SOVEREIGN BANK, N.A., a national banking association (formerly known as Sovereign Bank) with a place of business at 115 Asylum Street, Hartford, Connecticut 06103 (the "Lender").
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 26th, 2021 • Techprecision Corp • Fabricated structural metal products • Delaware
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Third Amendment”), effective as of July 20, 2021, is by and among TechPrecision Corporation, a Delaware corporation (“Parent”), Stadco New Acquisition, LLC, a Delaware limited liability company (“Purchaser”), Stadco, a California corporation (the “Company”), Stadco Acquisition, LLC, a California limited liability company (“Holdco”), and Douglas A. Paletz, as stockholders representative (the “Stockholders Representative”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
REVERE HIGH YIELD FUND, LPTerm Loan and Security Agreement • December 29th, 2014 • Techprecision Corp • Fabricated structural metal products • Massachusetts
THIS TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 22, 2014 between REVERE HIGH YIELD FUND, LP, a Delaware limited partnership having an office and place of business located at 105 Rowayton Avenue, Suite 100, Rowayton, CT 06853 (the “Lender”) and RANOR, INC., a Delaware corporation having an address of 1 Bella Vista Drive, Westminster, MA 01473 (the “Borrower”).
