Exhibit 11.11
Techprecision Corporation
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
August 24, 2006
▇▇▇▇▇▇ Partners LP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Re: Techprecision Corporation
Dear ▇▇▇▇▇▇:
This letter will confirm our agreement and understanding with respect
to the registration rights agreement (the "Agreement") dated February 24, 2006,
by and among Techprecision Corporation, a Delaware corporation formerly known as
▇▇▇▇▇▇▇▇▇▇ Holdings II, Inc. (the "Company"), and ▇▇▇▇▇▇ Partners LP, a Delaware
limited partnership ("▇▇▇▇▇▇").
▇▇▇▇▇▇ hereby agrees that it will waive its rights under the liquidated
damages provisions in the Agreement through October 31, 2006 on the condition
that one of the two conditions (the "Conditions") hereinafter set forth are met
by October 31, 2006.
a. The Company's independent accountants, who shall be members of the
PCAOB, shall have confirmed to the Company and ▇▇▇▇▇▇ in writing that, as of
October 31, 2006, the real estate (the "Real Estate") presently owned by WM
Realty Management, LLC ("WM") and leased to the Company shall not be treated,
under generally accepted accounting principles, including FIN 46, as an asset of
the Company and that the mortgage note issued by WM in respect of the mortgage
on the Real Estate shall not be treated as a liability of the Company.
b. The Company shall have received and exercised by October 31, 2006,
an option to purchase the Real Estate for a purchase price equal to $3.2 million
plus any documented out-of-pocket costs incurred by WM in connection with the
refinancing of the Real Estate, with the closing by which title is transferred
to the Company being completed as soon as possible thereafter, but not later
than, the close of business on December 29, 2006, it being understood that the
Real Estate may be acquired subject to the then current mortgage on the Real
Estate.
Pending the completion of either of the Conditions, no liquidated
damages shall be paid pursuant to the Agreement through October 31, 2006. In the
event that neither of the Conditions shall have been met, any liquidated damages
accrued through October 31, 2006 shall be due and payable at that time. Nothing
in this letter agreement shall be construed as a waiver of any liquidated
damages which accrue subsequent to October 31, 2006.
▇▇▇▇▇▇ Partners LP
August 22, 2006
Page 2
Except as amended by this letter agreement, the Agreement shall remain
in full force and effect.
Very truly yours,
TECHPRECISION CORPORATION
AGREED TO:
▇▇▇▇▇▇ PARTNERS LP By: s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ Capital Advisors, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇, CEO
its General Partner
By: s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
