Exhibit 99.2
SETTLEMENT AGREEMENT AND GENERAL RELEASE
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This Settlement Agreement and General Release ("Agreement") is made and
executed by and between TechPrecision Corporation, a Delaware corporation
(formerly known as Lounsberry Holdings II, Inc.,"TechPrecision"), and Green
Mountain Partners III, L.P., a Delaware limited partnership ("Green Mountain"),
in its capacity as Sellers' Representative ("Sellers' Representative") under the
Stock Purchase Agreement (defined below) on behalf of all of the Sellers
(defined below).
WHEREAS, on August 17, 2005, Ranor Acquisition LLC ("Ranor Acquisition"),
as Purchaser, and Green Mountain, Phoenix Life Insurance Company ("Phoenix"),
Ann Gray, Daniel Justicz, Jeffrey Lippincott, William Rose and Stanley Youtt, as
Sellers (herein, the "Sellers") entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") whereby Ranor Acquisition agreed to purchase and
each of the Sellers agreed to sell all of the outstanding stock of Ranor, Inc.,
a Delaware corporation ("Ranor");
WHEREAS, prior to the closing of the Stock Purchase Agreement, Ranor
Acquisition assigned all of its rights and obligations under the Stock Purchase
Agreement to TechPrecision:
WHEREAS, simultaneous with the closing of the Stock Purchase Agreement,
TechPrecision and the Sellers' Representative entered into an escrow agreement
with Wells Fargo Bank, National Association as the escrow agent ("Escrow
Agent"), dated February 24, 2006 ("Escrow Agreement"), for the purpose of
escrowing funds to satisfy, among other things, future indemnification claims
brought by TechPrecision and the Sellers arising out of or related to the Stock
Purchase Agreement;
WHEREAS, on January 17, 2007, counsel for TechPrecision sent a letter to
the Escrow Agent providing notice of certain indemnification claims and
requesting distribution from the Escrow Agent to satisfy such claims; and
WHEREAS, the Parties desire to settle the aforementioned dispute and
resolve all matters in respect of the Stock Purchase Agreement; and
NOW, THEREFORE, in consideration of these premises and the mutual promises
contained herein, the Parties hereto, intending to be legally bound, hereby
agree as follows:
1. Mutual Release. In consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, TechPrecision, for its own account and for the
account of all of its present and former shareholders, members, affiliates,
subsidiaries, divisions, directors, officers, employees, representatives,
agents, managers, counsel, advisors and insurers and all of their respective
heirs, representatives, trustees, executors, administrators, employees,
officers, directors, members, managers, agents, counsel, predecessors,
successors and assigns, on the one hand, and the Sellers' Representative, for
its own account and for the account of each of the Sellers and all of their
present and former shareholders, members, affiliates, subsidiaries, divisions,
directors, officers, employees, representatives, agents, managers, counsel,
advisors and insurers and all of their respective heirs, representatives,
trustees, executors, administrators, employees, officers, directors, members,
managers, agents, counsel, predecessors, successors and assigns of each of them,
on the other hand, hereby each remise, release and forever discharge each other
of and from any and all manner of, suits, debts, losses, damages, accounts,
bonds, sums of money, costs, expenses, warranties, representations, covenants,
contracts, agreements, promises, judgments, executions, claims, demands,
liabilities, obligations, actions, causes and causes of action of any nature
whatsoever, at law or in equity, direct or indirect, known or unknown, matured
or unmatured, liquidated or unliquidated, choate or inchoate that arise out of
the Stock Purchase Agreement ("Claims"). This mutual release is intended to be a
full resolution of all claims that were asserted or could have been asserted by
TechPrecision or any of the Sellers against each other arising out of the Stock
Purchase Agreement, the Escrow Agreement or any agreement entered into in
connection therewith.
2. Distribution By the Escrow Agent. Simultaneous with the execution of
this Agreement, TechPrecision and the Sellers' Representative shall execute a
form of joint written direction in a form substantially similar to the form
attached hereto as Exhibit A ("Joint Written Direction"). The Joint Written
Direction shall be presented by TechPrecision and the Sellers' Representative to
the Escrow Agent for distribution of the escrowed funds.
3. Admissions. The entry of this Agreement does not constitute an
admission by TechPrecision, any of the Sellers or the Sellers' Representative of
the merit or lack of merit of any Claims that could have been brought or
defenses that were, or could have been, raised by any of such Persons. The
TechPrecision and the Sellers' Representative, on behalf of itself and the
Sellers, are entering this Agreement without making any admissions, and are
doing so in compromise of all Claims and to avoid the expense that would be
involved in proceeding any further with the dispute.
4. Fees and Costs. The parties agree to bear their own attorneys' fees and
costs incurred in this dispute, including, without limitation, any thereof
attributable to this Agreement.
5. Authorization. The persons executing this Agreement hereby represent
and warrant that they have carefully read this Agreement, and they have the full
right, power, and authority to sign this Agreement.
6. Assignment. TechPrecision and the Sellers' Representative, on behalf of
the Sellers, represent and warrant that they have not assigned any part of any
of the Claims, and no person that is not bound by this Agreement owns any
interest in the Claims.
7. Advice of Counsel. This Agreement has resulted from negotiation by the
parties represented by counsel, and in the event of ambiguity or otherwise, it
shall not be construed against, or in favor of, any party on the grounds that
counsel for such party was the draftsman of the Agreement or any particular part
of it. The parties represent that the terms of this Agreement have been
completely read by them, and that those terms are fully understood and
voluntarily accepted by them.
8. Entire Agreement. This instrument embodies the entire agreement between
the parties as to the subjects covered herein, supersedes all prior agreements
and understandings, if any, relating to the subject matter hereof.
9. Modification. This Agreement shall not be modified except by a writing
executed by TechPrecision and the Sellers' Representative.
10. Choice of Law. The terms of this Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to conflicts of law principles.
11. Counterparts. This Agreement may be executed in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. Headings. The headings to various clauses of this Agreement have been
inserted for convenience only and shall not be used to interpret or construe the
meaning of the terms and provisions hereof.
13. Non-Enforceability. If any provision of this Agreement or the
application thereof is adjudicated to be void, invalid or unenforceable, such
action shall not make the entire agreement void, but rather only such provision.
All remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, TechPrecision on the one hand, and Sellers'
Representative on the other, expressly intending to be legally bound hereby, and
acknowledging that they have consulted with and have received the advice of
counsel with respect hereto, and having given full and careful consideration to
all respects hereof, have executed this Settlement
[Signature Page Follows]
Agreement and General Release as of February __, 2007.
TECHPRECISION CORPORATION GREEN MOUNTAIN PARTNERS III, L.P.
By: Green Mountain Investors III, LLC,
its general partner
By: /s/ James G. Reindl By: /s/ Dulany H. Gibson
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Name: James G. Reindl Name: Dulany H. Gibson
Title: Chief Executive Officer Title: Vice President
Date: February 13, 2007 Date: 2/13/07
EXHIBIT A
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JOINT FORM OF WRITTEN DIRECTION ATTACHED
JOINT WRITTEN DIRECTION
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February 13, 2007
Wells Fargo Bank, National Association
MAC P6101-114
1300 SW Fifth Avenue
Portland, Oregon 97201
Attention: Corporate Trust Services
Re: Escrow Agreement dated February 24, 2006 by and between
Lounsberry Holdings II, Inc. (now known as TechPrecision
Corporation) ("TechPrecision") and Green Mountain Partners
III, L.P. ("Green Mountain").
Ladies and Gentlemen:
This Joint Written Direction is provided pursuant to Section 6(b) of
the Escrow Agreement. All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Escrow Agreement.
Please be advised that TechPrecision and Green Mountain have agreed
on the distribution of the Escrow Amount as set forth herein. Accordingly,
TechPrecision and Green Mountain hereby jointly direct the Escrow Agent to
distribute the Escrow Amount as follows: (a) $500,000 shall be wired to
TechPrecision at TechPrecision's Bank designated on Exhibit A attached hereto
and (b) the remainder of the Escrow Amount held in the account totaling
$465,546.94 ($425,000 plus accrued interest of $40,546.94), shall be wired to
Green Mountain, Phoenix and Bingham McCutchen LLP at their respective Banks and
in the respective amounts designated on Exhibit A attached hereto. When accrued
interest is credited on or about March 1, 2007 it should be distributed to Green
Mountain and Phoenix at their respective Banks, to be distributed 80% to Green
Mountain Partners and 20% to Phoenix.
Very truly yours,
TECHPRECISION CORPORATION
By: /s/ James G. Reindl
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Name: James G. Reindl
Title: Chief Executive Officer
GREEN MOUNTAIN PARTNERS III, L.P.
By: Green Mountain Investors III, LLC
By: /s/ Dulany H. Gibson
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Name: Dulany H. Gibson
Title: Vice President
Exhibit 99.2
EXHIBIT A
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TECHPRECISION WIRING INFORMATION
Sovereign Bank of New England
90 State House Square
Hartford, CT 06103
ABA No.: 011075150
Acct. No.: 75860014093
Acct. Name: TechPrecision Inc.
Attn: Mary Desmond
$500,000.00
GREEN MOUNTAIN WIRING INFORMATION
Chittenden Trust Company
Two Burlington Square
Burlington, VT 05402
ABA # 011600062
Attn: Institution Trust
A/C #: 1-91-0031-6
Attn: Mike Monahan
FBO: Green Mtn Ptns III 72C179016
Re: RBRAN ACQUISITION, INC.
$369,637.55
PHOENIX LIFE INSURANCE COMPANY WIRING INFORMATION
Chase Manhattan Bank, N.A.
New York, NY
ABA No.: 021 000 021
Acct. No.: 900 9000 200
Acct. Name: Income Processing
Reference: G05520, Phoenix Life Insurance,
RBRAN ACQUISITION, INC.
$92,409.39
BINGHAM MCCUTCHEN WIRING INFORMATION
Sovereign Bank of New England
90 State House Square
Hartford, CT 06103
ABA No.: 011-075-150 (DOMESTIC)
Acct. No.: 502 000 13097
Acct. Name: Bingham McCutchen LLP
Re: Ranor (TFO).
$3,500.00