PRE-FUNDED COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC.Soluna Holdings, Inc • August 3rd, 2023 • Finance services • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soluna Holdings, Inc., a Nevada corporation (the “Company”), up to 2,256,661 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2022 • Soluna Holdings, Inc • Services-computer processing & data preparation • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 19, 2022, is by and among Soluna Holdings, Inc., a Nevada corporation with headquarters located at 325 Washington Avenue Extension, Albany, New York 12205 (the “Company”), and the investors who are signatories to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
MECHANICAL TECHNOLOGY, INCORPORATED FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
EXHIBIT 10.39 FORM OF REGISTRATION RIGHTS AGREEMENT ------------------------------------- This Registration Rights Agreement (this "Agreement") is entered into as of November 1, 1999 by and among Plug Power Inc., a Delaware corporation (the...Registration Rights Agreement • December 28th, 1999 • Mechanical Technology Inc • Measuring & controlling devices, nec • Delaware
BETWEENContribution Agreement • August 13th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • Michigan
CREDIT AGREEMENTCredit Agreement • December 16th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC.Soluna Holdings, Inc • August 14th, 2023 • Finance services
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Chuntao Zhou or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Soluna Holdings, Inc., a Nevada corporation (the “Company”), up to 1,757,494 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC.Common Stock Purchase Warrant • July 20th, 2022 • Soluna Holdings, Inc • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or his/her assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days following the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 19, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Soluna Holdings, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF SUBORDINATED INDENTURE MECHANICAL TECHNOLOGY INCORPORATED, ISSUER and TRUSTEE INDENTURE Dated as of [ ], 200[ ] Subordinated Debt Securities CROSS- REFERENCE TABLE1Indenture • May 11th, 2006 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
1997 EDITION AIA DOCUMENT I A111-1997 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price.Mechanical Technology Inc • August 6th, 1998 • Measuring & controlling devices, nec
OF PLUG POWER, LLCLimited Liability Company Agreement • August 13th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • Michigan
Exhibit 4.92 AMENDMENT THREE TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment Three is dated as of November 30, 1995 and is made by and between MECHANICAL TECHNOLOGY INCORPORATED, a corporation organized under the laws of New York (the...Loan Agreement • January 2nd, 1996 • Mechanical Technology Inc • Measuring & controlling devices, nec
Exhibit 10.20 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 22nd, 1997 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
Exhibit 4.94 SECURITY AGREEMENTSecurity Agreement • December 16th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec
toMortgage and Security Agreement • January 2nd, 1996 • Mechanical Technology Inc • Measuring & controlling devices, nec
SECURED CONVERTIBLE NOTE DUE OCTOBER [__], 2022Mechanical Technology Inc • October 25th, 2021 • Services-computer processing & data preparation • Nevada
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of MECHANICAL TECHNOLOGY, INCORPORATED, a Nevada corporation, (the “Borrower”), having its principal place of business at 325 Washington Avenue Extension, Albany, NY 12205, email: mtoporek@mtiinstruments.com, due October [__], 2022 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
CONFIDENTIALMechanical Technology Inc • December 15th, 2006 • Measuring & controlling devices, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Mechanical Technology Inc • Services-computer processing & data preparation • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 25, 2021, by and among Mechanical Technology, Incorporated, a Nevada corporation, with headquarters located at 325 Washington Avenue Extension, Albany, NY 12205 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDED CLASS A COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC. (F/K/A MECHANICAL TECHNOLOGY, INCORPORATED)Soluna Holdings, Inc • May 15th, 2024 • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the approval of the transactions contemplated by the Fourth Amendment Agreement dated as of February 24, 2024 between and among Soluna Holdings, Inc. (formerly known as Mechanical Technology, Incorporated), a Nevada corporation (the “Company”) and the Purchasers named on Schedule A thereto (the “Amended Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 11, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OF PLUG POWER, LLCLimited Liability Company Agreement • August 13th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • Michigan
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2021 • Mechanical Technology Inc • Services-computer processing & data preparation • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2021, between Mechanical Technology, Incorporated, a Nevada corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
CLASS A COMMON STOCK PURCHASE WARRANT Soluna Holdings, INC.Soluna Holdings, Inc • May 15th, 2023 • Finance services
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soluna Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SOLUNA HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2021 • Soluna Holdings, Inc • Services-computer processing & data preparation • New York
Exhibit 4.95 SECURITY AGREEMENTSecurity Agreement • December 16th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec
SECURITY AGREEMENTSecurity Agreement • October 25th, 2021 • Mechanical Technology Inc • Services-computer processing & data preparation • Nevada
This SECURITY AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is among Mechanical Technology, Incorporated, a Nevada corporation (the “Company”), the following Subsidiaries of the Company: MTI Instruments, Inc., EcoChain, Inc., EcoChain Wind, LLC and EcoChain Block, LLC, and each other Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Collateral Services LLC, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes issued at or about October 25, 2021, in the original aggregate principal amount of up to $16,304,348 and such other of the Company’s secured Convertible Notes which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
MECHANICAL TECHNOLOGY, INCORPORATED Units Consisting of [ ] Shares of Common Stock and Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2008 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
Merriman Curhan Ford & Co. Ardour Capital Investments, LLC c/o Merriman Curhan Ford & Co. 600 California Street, 9th Floor San Francisco, CA 94108
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 25th, 2021 • Mechanical Technology Inc • Services-computer processing & data preparation • New York
Exhibit No. 10.26 MECHANICAL TECHNOLOGY INCORPORATED AND AMERICAN STOCK TRANSFER & TRUST COMPANY SUBSCRIPTION AGENCY AGREEMENT DATED AS OF JULY ___, 1998 THIS SUBSCRIPTION AGENCY AGREEMENT is dated as of July ___, 1998 by and between Mechanical...Subscription Agency Agreement • July 22nd, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
SOLUNA HOLDINGS, INC. [Third Amended and Restated 2021 Stock Incentive Plan] [2023 Stock Incentive Plan] Restricted Stock AgreementRestricted Stock Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • Nevada
Soluna Holdings, Inc. (the “Company”) hereby enters into this Restricted Stock Agreement, dated as of the date set forth below and including the Terms and Conditions attached hereto, with the Recipient named herein (the “Agreement”) and grants to the Recipient the shares of Restricted Stock specified herein pursuant to the [Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan] [Soluna Holdings, Inc. 2023 Stock Incentive Plan], as amended and in effect from time to time (the “Plan”). This Agreement is entered into by the Company and the Recipient pursuant to the Master Restricted Stock Agreement dated as of [________], by and between the Company and the Recipient (the “Master Agreement”).
Third Amended and Restated 2021 Stock Incentive Plan Master Restricted Stock AgreementMaster Restricted Stock Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • Nevada
Soluna Holdings, Inc. (the “Company”) and the Recipient named below each hereby into this Master Restricted Stock Agreement on the execution date specified in the table below (including the Terms and Conditions attached hereto, the “Agreement”). The Company grants to the Recipient the shares of Restricted Stock specified herein on the dates specified herein pursuant to the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “2021 Plan”) and/or the Soluna Holdings, Inc. 2023 Stock Incentive Plan, as amended and in effect from time to time (the “2023 Plan”, and together with the 2021 Plan, the “Plans” and each individually, a “Plan”). If elected by the Company in its sole discretion, the Company and Recipient agree to enter into short-form grant agreements referencing this Agreement on the applicable Grant Date.
Mechanical Technology, Incorporated and American Stock Transfer & Trust Company, LLC Rights Agent ______ Rights Agreement Dated as of October 6, 2016Rights Agreement • October 6th, 2016 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
This RIGHTS AGREEMENT, dated as of October 6, 2016 (the “Agreement”), is by and between Mechanical Technology, Incorporated, a New York corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
ARTICLE 1Payment and Performance • December 16th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
BETWEENContribution Agreement • August 13th, 1998 • Mechanical Technology Inc • Measuring & controlling devices, nec • Michigan
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 9th, 2024 • Soluna Holdings, Inc • Finance services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 12, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SOLUNA HOLDINGS, INC., a company incorporated under the laws of the State of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Mechanical Technology, Incorporated 2014 Equity Incentive Plan Stock Option Grant AgreementStock Option Grant Agreement • June 24th, 2014 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York
This Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Mechanical Technology, Incorporated, a New York corporation (the “Company”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).
