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 • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks
Re: Subscription AgreementSubscription Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • New York
RECITALSEmployment Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • Delaware
BETWEENPreferred Stock Purchase Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • New York
LEASE BETWEENLease Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • Massachusetts
Exhibit 99.7 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 • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks
Exhibit 99.3 AGREEMENTStock Purchase Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks • New York
ARTICLE IRegistration Rights Agreement • March 3rd, 2006 • Lounsberry Holdings Ii Inc • 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 • March 3rd, 2006 • Lounsberry Holdings Ii Inc • Blank checks
Exhibit 4.2 GUARANTYGuaranty • March 3rd, 2006 • Lounsberry Holdings Ii Inc • 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
