Exhibit 10.1
WARRANT EXCHANGE
AGREEMENT
THIS WARRANT EXCHANGE AGREEMENT,
(the “Agreement”) dated as of
August 14, 2009, is made by and among
Techprecision Corporation, a Delaware corporation (the “
Company ”), Barron Partners LP, a Delaware Limited
Partnership (the “ Barron ”) and GreenBridge
Capital Partners IV, LLC, a Delaware limited liability company
(“ Greenbridge ” and, together with Barron, the
“ Security Holders ” and each, a “
Security Holder ”).
WHEREAS, Barron is the holder of
record of Warrants (the “ Barron Warrants ”) to
purchase 3,371,064 shares of the Company’s common stock, par
value $0.0001 per share (“ Common Stock ”) and
Greenbridge is the holder of record of Warrants (the “
Greenbridge Warrants ”) to purchase 5,948,936 shares
of Common Stock;
WHEREAS, Barron desires to surrender
all of the Barron Warrants to the Company in consideration for the
issuance of 1,300,490 shares of the Company’s Series A
Convertible Preferred Stock, par value $0.0001 per share (“
Preferred Stock ”) (initially convertible into
1,700,000 shares of Common Stock), and the Company desires to
accept the surrender of the Barron Warrants in consideration for
the issuance of such shares of Preferred Stock;
WHEREAS, Greenbridge desires to
surrender all of the Greenbridge Warrants to the Company in
consideration for the issuance of 2,294,982 shares of Preferred
Stock (initially convertible into 3,000,000 shares of Common
Stock), and the Company desires to accept the surrender of the
Greenbridge Warrants in consideration for the issuance of such
shares of Preferred Stock;
NOW THEREFORE, in consideration of
the mutual agreements and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
Section 1. Surrender of
Warrants and Issuance of Preferred Stock .
A. Subject to the
terms and conditions of this Agreement, Barron hereby surrenders
the Barron Warrants, including all of Barron’s right, title
and interest therein and thereto, to the Company and the Company
hereby accepts the surrender of the Barron Warrants in
consideration for the issuance by the Company to Barron of
1,300,490 shares of Preferred Stock.
B. Subject to the
terms and conditions of this Agreement, Greenbridge hereby
surrenders the Greenbridge Warrants, including all of
Greenbridge’s right, title and interest therein and thereto,
to the Company and the Company hereby accepts the surrender of the
Greenbridge Warrants in consideration for the issuance by the
Company to Greenbridge of 2,294,982 shares of Preferred
Stock.
Section 2. Representations
and Warranties of Security Holders . Each of the
Security Holders represents and warrants to the Company, severally
and not jointly, as follows:
A. Security Holder
is the legal and beneficial owner of such Security Holder’s
Warrants (the “ Securities ”), free and clear of
all liens, security interests, pledges, claims, liabilities,
encumbrances and restrictions of any nature whatsoever (other than
restrictions imposed by applicable securities laws); neither the
Securities nor any of Security Holder’s interest in the
Securities are now, or at any time in the past have been, subject
to any assignment to a third party; and Security Holder does not
hold or own of record or beneficially any warrants to purchase
equity securities in the Company other than the
Securities.
B. The Company shall
acquire good and marketable title to the Securities being
surrendered hereunder, free and clear of any liens, security
interests, pledges, claims, liabilities and restrictions of any
nature whatsoever (other than restrictions imposed by applicable
securities laws).
C. There are no
judgments, orders, decrees, injunctions or suits existing, pending
or, to the knowledge of Security Holder, threatened involving or
relating to the Securities.
D. Security Holder
has the power and the authority, corporate or otherwise, to enter
into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Security
Holder and the consummation by Security Holder of the transactions
contemplated hereby have been duly authorized by all requisite
actions, corporate or otherwise, as may be necessary to authorize
this Agreement and the transactions contemplated hereby.
E. This Agreement,
and each other agreement, document, instrument or writing
contemplated by this Agreement, have been duly and validly executed
and delivered by Security Holder and after execution and delivery
by Security Holder, shall constitute valid and binding obligations
of Security Holder, enforceable against Security Holder in
accordance with their terms (except that the enforceability thereof
may be (a) limited by applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, fraudulent conveyance, or
other similar laws affecting the enforceability of creditors’
rights generally and (b) subject to the availability of equitable
remedies). Neither the execution and delivery of this
Agreement by Security Holder nor the consummation by Security
Holder of the transactions contemplated hereby (i) require the
consent of any Person, (ii) give any Person any right in or to the
Securities, or (iii) violate any agreement or instrument to which
Security Holder is a party. “Person” as used herein
means a natural person, joint venture, corporation, sole
proprietorship, trust estate, partnership, cooperative,
association, non profit organization, government (including any
branch, agency, subdivision or department thereof) or other
entity.
F. Security Holder
confirms that the Securities are being surrendered by Security
Holder in a privately negotiated transaction.
G. Security Holder
is (i) an “accredited investor” as that term is defined
in Rule 501 of Regulation D promulgated under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making
investments of the kind described in this Agreement and the related
documents, (iii) able, by reason of the business and financial
experience of its officers (if an entity) and professional advisors
(who are not affiliated with or compensated in any way by the
Company or any of its affiliates or selling agents), to protect its
own interests in connection with the transactions described in this
Agreement and (iv) able to afford the entire loss of its investment
in the securities being purchased by the Security Holder from the
Company. The Security Holder is acquiring the Securities for
investment and not with a view to the sale or distribution thereof
and understands that such Securities are restricted securities, as
defined in the 1933 Act, and may not be sold or otherwise
distributed except pursuant to an effective registration statement
or an exemption from the registration requirements of the 1933 Act
and that the certificates for such securities shares will bear an
investment legend.
H. The Security
Holder and such Security Holder’s advisors, if any, have
been, upon request, furnished with all materials relating to the
business, finances and operations of the Company and materials
relating to the offer and sale of the securities being purchased by
the Security Holder from the Company. The Security Holder and such
Security Holder’s advisors, if any, have been afforded the
opportunity to ask questions of the Company and have received
complete and satisfactory answers to any such inquiries.
I. Security Holder
confirms that (i) it has independently and without reliance on the
Company, and based on such information as Security Holder has
deemed appropriate, made its own independent financial and legal
analysi
