TechPrecision Corporation (NasdaqCM:TPCS) signed a Letter of Intent to acquire Votaw Precision Technologies, Inc. from Doerfer Corporation in September 2023. TechPrecision Corporation (NasdaqCM:TPCS) signed an agreement to acquire Votaw Precision Technologies, Inc. for $110 million from Doerfer Corporation on November 22, 2023. The total consideration is paid on a cash and debt free basis and comprised of: (i) $70 million, less the amount of indebtedness and transaction expenses of Votaw, plus the amount of unrestricted cash of Votaw to be paid on the date of the closing of the Acquisition (ii) less $0.2 million if the Closing occurs on or before December 31, 2023 (iii) $15 million to be paid pursuant to a promissory note in six payments of $2.5 million over the three-year period following the Closing Date, subject to certain working capital adjustments (iv) up to $25 million to be paid following the Closing Date if Votaw?s EBITDA for its fiscal year ended October 31, 2024 exceeds $11.175 million (with the maximum amount of $25 million being payable if EBITDA meets or exceeds $14 million).

The acquisition is expected to be completed between December 15, 2023, and March 31, 2024, subject to the satisfaction of customary closing conditions. The Purchase Agreement may be terminated by, among other things (i) written notice from the Company to the Doerfer Corporation delivered on or prior to the date that is 45 days after the date of the Purchase Agreement, if the Company is dissatisfied, in its sole and absolute discretion, with the results of its ongoing financial, legal or other due diligence investigation of Votaw and (ii) by the Company or the Doerfer Corporation if the Closing has not occurred on or prior to March 31, subject to the party terminating having complied with the other required closing conditions. If the Doerfer Corporation terminates the Purchase Agreement pursuant to the Outside Date Termination, the Company must pay to the Doerfer Corporation a termination fee, as the Doerfer Corporation?s exclusive remedy, consisting of 320,000 shares of the Company?s common stock to be issued into the name of the Doerfer Corporation; provided , however , that the Stock Termination Fee will increase by 48,000 additional shares of the Company?s common stock (the ?

Additional Stock Termination Fee ?) if the Company fails to (i) issue the Stock Termination Fee to the Seller within 30 calendar days following the Doerfer Corporation?s proper termination of the Purchase Agreement pursuant to the Outside Date Termination, and (ii) file a registration statement to effect the resale of such shares of the Company?s common stock included in the Stock Termination Fee within 30 calendar days following the Doerfer Corporation?s proper termination of the Purchase Agreement pursuant to the Outside Date Termination and/or thereafter use commercially reasonable efforts to cause such registration to become effective as soon as practicable. TechPrecision Corporation's board of directors unanimously approved the Purchase Agreement. As of January 8, 2023, TechPrecision Corporation announced the expiration of the 45-day diligence period during which it could have terminated its previously disclosed Stock Purchase Agreement related to the acquisition of Votaw Precision Technologies, Inc. Accordingly, TechPrecision Corporation is now committed to closing the Votaw acquisition.

TechPrecision Corporation will be seeking both debt and equity financing, with the relative amounts of each to be subject to market conditions to close the deal. TechPrecision Corporation talks with financing sources are ongoing. Cecil E. Martin of McGuireWoods LLP acted as legal advisor to TechPrecision Corporation.

Cozen O'Connor acted as legal advisor to Doerfer Corporation.