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 Technology Incorporated, a New York corporation (the
"Company") and American Stock Transfer & Trust Company, a ______________
corporation, as Subscription Agent (the "Subscription Agent").
WHEREAS, the Company has caused a Registration Statement on Form S-2
(Registration No. ______________ ) under the Securities Act of 1933, as
amended (the "Act") to be filed with the Securities and Exchange Commission
(the "Commission") relating to a proposed distribution by the Company to
holders of record of shares of its Common Stock, $1.00 par value (the "Common
Stock"), as of the close of business on August 12, 1998 (the "Record Date"),
of non-transferable subscription rights (the "Rights") to purchase additional
shares of its Common Stock (the "Basic Subscription Privilege") at a price of
$ _____ per share (the "Exercise Price"). The Rights will be distributed to
holders of record (other than the Company) of shares of Common Stock as of
the Record Date at a rate of one Right for every _____ shares of Common Stock
held on the Record Date. Each Right will entitle its holder (a "Holder") to
purchase one share of Common Stock;
WHEREAS, the Company has reserved for issuance, and has authorized the
issuance of, an aggregate of _____________ authorized and unissued shares of
Common Stock (the "Underlying Shares") to be distributed pursuant to the
exercise of the Subscription Privileges in the Offering;
WHEREAS, upon exercise of the Subscription Privilege, a Holder will also
be entitled to purchase at the Exercise Price a pro-rata portion of
Underlying Shares, if any, remaining unissued after satisfaction of all
subscriptions pursuant to the Subscription Privilege (the "Oversubscription
Privilege"; collectively with the "Basic Subscription Privilege", the
"Subscription Privileges"). Such Registration Statement, in the form in
which it first becomes effective under the Act, and as thereafter amended
from time to time, is referred to herein as the "Registration Statement" and
the offering of shares of Common Stock upon exercise of the Rights is
referred to herein as the "Offering;" and
WHEREAS, the Company desires the Subscription Agent to act on its behalf
in connection with the Offering as set forth herein, and the Subscription
Agent is willing so to act.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. APPOINTMENT OF SUBSCRIPTION AGENT. The Company hereby
appoints the Subscription Agent to act as agent for the Company in accordance
with the instructions set forth in this Agreement, and the Subscription Agent
hereby accepts such appointment. The duties of the Subscription Agent shall
include those contemplated by the Subscription Certificate (as defined below)
and those enumerated in Exhibit B attached hereto and made a part hereof.
SECTION 2. ISSUE OF SECURITIES.
The Company has authorized the issuance of the Rights. Following
the effectiveness of the Registration Statement and the Record Date, the
Company will issue such Rights to holders of record of shares of Common Stock
as of the close of business on the Record Date as contemplated by the
Registration Statement. The Company will promptly notify the Subscription
Agent upon the effectiveness of the Registration Statement. As transfer
agent and registrar for the shares of Common Stock, the Subscription Agent
shall provide such assistance as the Company may require to effect the
distribution of the Rights to holders of record of shares of Common Stock as
of the close of business on the Record Date, including assistance in
determining the number of Rights to be distributed to each record holder and
assistance in distributing the Subscription Certificates (as defined in
Section 3(b) hereof) evidencing the Rights. The Company has authorized the
issuance of and will hold in reserve the Underlying Shares, and upon the
valid exercise of Rights, the Company will issue Underlying Shares to validly
exercising Holders as set forth in the Prospectus.
SECTION 3. SUBSCRIPTION PRIVILEGES: FORM OF SUBSCRIPTION CERTIFICATE.
(a) Each Right carries with it a Basic Subscription Privilege and
an Oversubscription Privilege. The Basic Subscription Privilege entitles the
Holder to purchase one share of Common Stock at the Exercise Price for each
Right held. The Oversubscription Privilege entitles each Holder that has
exercised his or her Basic Subscription Privilege, the right to subscribe, at
the Exercise Price, for any Underlying Shares remaining unissued after
satisfaction of all subscriptions pursuant to the Basic Subscription
Privilege ("Excess Shares").
(b) The Rights shall be evidenced by subscription certificates
(the "Subscription Certificates"). Subscription Certificates (and the form
of election to exercise Rights to be printed on the reverse thereof) shall be
substantially in the form attached hereto as Exhibit A. The Subscription
Certificates shall be non-transferable.
SECTION 4. SIGNATURE AND REGISTRATION.
(a) The Subscription Certificates shall be executed on behalf of
the Company by its Chief Financial Officer and its Secretary, whose
signatures may be affixed by facsimile signature. Any Subscription
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Subscription Certificate, shall be a
proper officer of the Company to sign such Subscription Certificate, even if
at the date of the execution of this Agreement or the date of the actual
issuance of such certificate, any person is not such an officer.
(b) The Subscription Agent will keep or cause to be kept, at its
principal offices in the State of New York, books for registration and
transfer of the Rights issued hereunder.
SECTION 5. MUTILATED, DESTROYED, LOST OR STOLEN SUBSCRIPTION.
Upon receipt by the Company and the Subscription Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Subscription Certificate, and, in case of loss, theft or destruction, of
indemnity and/or security satisfactory to them, which may be in the form of
an open penalty bond, and reimbursement to the Company and the Subscription
Agent of all reasonable expenses incidental thereto, and upon surrender and
cancellation of the mutilated Subscription Certificate, the Company will
authorize the Subscription Agent to deliver a Subscription Certificate of
like tenor to the registered owner in lieu of the Subscription Certificate so
lost, stolen, destroyed or mutilated. If required by the Company or
Subscription Agent, an indemnity bond must be sufficient in the judgment of
both to protect the Company, the Subscription Agent or any agent thereof from
any loss that any of them may suffer if a Subscription Certificate is
replaced. Subsequent to their original issuance, no Subscription
Certificates shall be issued except Subscription Certificates issued in
replacement of mutilated, destroyed, lost or stolen Subscription
Certificates.
SECTION 6. EXERCISE OF RIGHTS; EXERCISE PRICE; EXPIRATION DATE.
(a) In General. The Holder of any subscription Certificate may exercise
some or all of the Rights by delivering to the Subscription Agent, on or
prior to 5:00 p.m., New York City time, on September 24, 1998 (the
"Expiration Date"), the properly completed and executed Subscription
Certificate evidencing such Rights with any required signatures, together
with payment in full of the Exercise Price for each Underlying Share
subscribed for pursuant to the Subscription Privilege (except as permitted
pursuant to clause (iii) of the next sentence).
(b) Exercise Price - Payment. Payment of the Exercise Price must be in
full and must be by: (i) check or bank draft drawn upon a U.S. bank or postal
money order, payable to American Stock Transfer & Trust Company, as
Subscription Agent; (ii) wire transfer of funds to the account maintained by
the Subscription Agent for such purpose; or (iii) in such other manner as the
Company may approve in writing in the case of persons acquiring Underlying
Shares at an aggregate Exercise Price of $500,000 or more (the payment method
under (iii) being an "Approved Payment Method"), provided in each case that
the full amount of such Exercise Price is received by the Subscription Agent
in currently available funds within three Nasdaq National Market trading days
following the Expiration Date.
(c) Exercise Price - Receipt. Payment of the Exercise Price will be
deemed to have been received by the Subscription Agent only upon (i)
clearance of any uncertified check, (ii) receipt by the Subscription Agent of
any certified check or bank draft drawn upon a United States bank or of any
postal money order, (iii) receipt of good funds in the Subscription Agent's
account designated above, or (iv) receipt of good funds by the Subscription
Agent through an Approved Payment Method.
(d) Guaranteed Delivery Procedures. If a Holder wishes to exercise
Rights, but time will not permit such Holder to cause the Subscription
Certificate or Subscription Certificates evidencing such Rights to reach the
Subscription Agent on or prior to the Expiration Date, such Rights may
nevertheless be exercised if all of the following conditions (the "Guaranteed
Delivery Procedures") are met:
(i) such Holder has caused payment in full of the Exercise Price for
each Underlying Share being subscribed for pursuant to the
Subscription Privileges to be received (in the manner set forth
above) by the Subscription Agent on or prior to the Expiration
Date;
(ii) the Subscription Agent receives, on or prior to the Expiration
Date, a guaranteed notice (a "Notice of Guaranteed Delivery"),
substantially in the form provided with the Instructions for
Subscription Certificate (the "Instructions") distributed with
the Subscription Certificates, from an "Eligible Institution"
(as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934), stating the number of Rights represented by the
Subscription Certificate(s) held by such exercising Holder, the
number of Underlying Shares being subscribed for pursuant to the
Subscription Privileges and guaranteeing the delivery to the
Subscription Agent of any Subscription Certificate(s) evidencing
such Rights within three Nasdaq National Market trading days
following the date of the Notice of Guaranteed Delivery; and
(iii) the properly completed Subscription Certificate(s), with any
required signatures, is received by the Subscription Agent within
three Nasdaq National Market trading days following the date of
the Notice of Guaranteed Delivery relating thereto. The Notice
of Guaranteed Delivery may be delivered to the Subscription Agent
in the same manner as Subscription Certificate(s) at the address
set forth in Section 16 hereof, or may be transmitted to the
Subscription Agent by facsimile transmission (telecopy number
(000) 000-0000). The Subscription Agent shall make additional
copies of the form of Notice of Guaranteed Delivery available
to any Holder upon request made to the Subscription Agent at the
address set forth under such Section 16, or by telephone to (718)
921-8200.
(e) Oversubscription Privilege. The Subscription Agent shall hold
funds received in payment of the Exercise Price for Excess Shares subscribed
for pursuant to the Oversubscription Privilege in a segregated account
pending issuance of such Excess Shares. If a Holder exercising the
Oversubscription Privilege is allocated less than all of the Excess Shares
that such Holder wished to subscribe for pursuant to the Oversubscription
Privilege, the Subscription Agent shall return the excess funds paid by such
Holder in respect of the Exercise Price for shares not issued by mail without
interest or deduction as soon as practicable after the Expiration Date.
(f) Exercise of Rights Through Third Parties. The Subscription Agent
shall require a Holder who holds shares of Common Stock for the account of
others, such as a broker, a trustee or a depository for securities, to
complete the Subscription Certificate and a Nominee Holder Certification, in
the form of Exhibit C attached hereto and made a part hereof, and submit both
documents to the Subscription Agent with the proper payment.
(g) Exercise Price - Application. If either the number of Underlying
Shares being subscribed for pursuant to the Basic Subscription Privilege is
not specified on the Subscription Certificate, or the amount of funds
delivered is not enough to pay the Exercise Price for all Underlying Shares
stated to be subscribed for, the Subscription Agent shall assume that the
number of Underlying Shares subscribed for are the maximum amount that could
be subscribed for upon payment of such amount. If the number of Underlying
Shares being subscribed for is not specified, or payment of the Exercise
Price for the indicated number of Rights that are being exercised exceeds the
required Exercise Price, the Subscription Agent shall apply the payment,
until depleted, to subscribe for Underlying Shares in the following order:
(i) to subscribe for the number of Underlying Shares indicated, if any,
pursuant to the Basic Subscription Privilege; (ii) to subscribe for
Underlying Shares until the Basic Subscription Privilege has been fully-
exercised with respect to all of the Rights represented by the Subscription
Certificate; and (iii) to subscribe for additional Underlying Shares pursuant
to the Oversubscription Privilege (subject to any applicable proration).
(h) Non-revocable. The Subscription Agent shall not permit a Holder
of Rights who has exercised the Basic Subscription Privilege or the
Oversubscription Privilege to revoke such exercise.
(i) Expiration of Rights. The Rights shall expire at 5:00 p.m. New
York City time on the Expiration Date and the Subscription Agent shall not
honor Subscription Certificates received subsequent to that time.
SECTION 7. DELIVERY OF STOCK CERTIFICATES.
As soon as practical after the Expiration Date, the Subscription Agent
shall mail to each Holder who validly exercised the Subscription Privileges,
certificates representing Underlying Shares purchased pursuant to the
Exercise Price.
SECTION 8. FRACTIONAL RIGHTS.
The Subscription Agent shall not issue fractional Rights, or pay cash in
lieu thereof, to any Holder who has exercised Rights. Fractional Rights
distributed to each Holder shall be rounded up to the next whole number in
determining the number of Rights to be issued to Holders.
SECTION 9. TRANSFER OF RIGHTS.
The Rights are not freely transferable and may not be traded. Rights
will be issued to all Holders of common stock as of August 12, 1998. The
Holders of such Rights may exercise such Rights or permit such Rights to
expire.
SECTION 10. REPORTS.
The Subscription Agent shall notify both the Company and its designated
representative by telephone as requested during the period ending three (3)
business after the Expiration Date, which notice shall thereafter be
confirmed in writing, of: (a) the number of Rights exercised on the day of
such request; (b) the number of Underlying Shares subscribed for pursuant to
the Exercise Price and the number of such Rights for which payment has been
received; (c) the number of Rights subject to guaranteed delivery pursuant to
Section 6 on such day; (d) the number of Rights for which defective exercises
have been received on such day; and (e) cumulative totals derived from the
information set forth in clauses (a) through (d) above. At or before 5:00
p.m. New York City time, on the first Nasdaq National Market trading day
following the Expiration Date, the Subscription Agent shall certify in
writing to the Company the cumulative totals through the Expiration Date
derived from the information set forth in clauses (a) through (d) above. The
Subscription Agent shall also maintain lists, certified to the Company, of
Holders who have exercised their Rights, and Holders who have not exercised
their Rights. The Subscription Agent shall provide the Company or its
designated representatives with the information compiled pursuant to this
Section 10 as any of them shall request.
SECTION 11. FUTURE INSTRUCTION AND INTERPRETATION.
(a) All questions as to the timeliness, validity, form, and
eligibility of any exercise of Rights will be determined by the Company, the
determinations of which shall be final and binding. The Company in its sole
discretion may waive any defect or irregularity or permit a defect or
irregularity to be corrected within such time as it may determine or reject
the purported exercise of any Right. Subscriptions will not be deemed to
have been received or accepted until all irregularities have been waived or
cured within such time as the Company determines in its sole discretion.
Neither the Company nor the Subscription Agent shall be under any duty to
give notification of any defect or irregularity in connection with the
submission of Subscription Certificates or incur any liability for failure to
give such notification to any Holder.
(b) The Subscription Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from an authorized officer of the Company, and to apply to such officers for
advice or instructions in connection with its duties. The Subscription Agent
shall not be liable for any action taken or suffered to be taken by it in
good faith in accordance with instructions of any such officer.
SECTION 12. PAYMENT OF TAXES.
The Company covenants and agrees that it will pay when due and payable
all documentary, stamp and other taxes, if any, that may be payable in
respect of the issuance or delivery of any Subscription Certificate or of the
Underlying Shares; provided however, that the Company shall not be liable for
any tax liability arising out of any transaction that results in, or is
deemed to be, an exchange of Rights or shares.
SECTION 13. CANCELLATION AND DESTRUCTION OF SUBSCRIPTION.
All Subscription Certificates surrendered for the purpose of exercise or
exchange shall be canceled by the Subscription Agent, and no Subscription
Certificates shall be issued in lieu thereof except as expressly permitted by
provisions of this Agreement. The Subscription Agent shall deliver all
canceled Subscription Certificates to the Company or shall, at the written
request of the Company, destroy such canceled Subscription Certificates, and
in such case shall deliver a certificate of destruction thereof to the
Company.
SECTION 14. RIGHT OF ACTION.
All rights of action in respect of this Agreement are vested in the
Company and the respective registered Holders of the Subscription
Certificates. Any registered Holder of any Subscription Certificate, without
the consent of the Subscription Agent or of the Holder of any other
Subscription Certificate, may, on his own behalf and for his own benefit,
enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Subscription Certificate in the manner
provided in such Subscription Certificate and in the Agreement.
SECTION 15. DUTIES OF SUBSCRIPTION AGENT.
The Subscription Agent undertakes the duties and obligations imposed by
this Agreement including, but not limited to, the duties enumerated on
Exhibit B attached hereto, upon the following terms and conditions. The
Company and the Holders of Subscription Certificates, by their acceptance
thereof, shall be bound by such terms and conditions.
(a) The Subscription Agent may consult with legal counsel (who may
be, but is not required to be, legal counsel for the Company), and the
opinion of such counsel shall be full and complete authorization and
protection to the Subscription Agent as to any action taken or omitted by it
in good faith and in accordance with such opinions.
(b) Whenever, in the performance of its duties under this
Agreement, the Subscription Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by either the
Company's Chief Executive Officer, or jointly by a Vice President and the
Secretary of the Company, and delivered to the Subscription Agent. Such
certificate shall be full authorization to the Subscription Agent for any
action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
(c) The Subscription Agent shall be liable hereunder only for its
own negligence or wilful misconduct.
(d) The Subscription Agent shall not be liable for, or by reason
of, any of the statements of fact or recitals contained in this Agreement or
in the Subscription Certificates or be required to verify the same. All such
statements and recitals are and shall be deemed to have been made by the
Company only.
(e) The Subscription Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Subscription Agent) or in
respect of the validity or execution of any Subscription Certificate, nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Subscription Certificate; nor
shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common
Stock to be issued in connection with the exercised Rights or pursuant to any
Subscription Certificate or as to whether any shares of Common Stock will,
when issued, be validly authorized and issued, fully paid and nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably
be required by the Subscription Agent for the carrying out or performing by
the Subscription Agent of the provisions of this Agreement.
(g) Nothing herein shall preclude the Subscription Agent from
acting in any other capacity for the Company.
SECTION 16. NOTICES TO THE COMPANY, HOLDERS AND SUBSCRIPTION AGENT.
All notices and other communications provided for or permitted hereunder
shall be made by hand delivery, prepaid first class mail, or telecopier:
(a) if to the Company to:
Mechanical Technology Incorporated
000 Xxxxxx-Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
FAX: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxxxx & Xxxxx
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxx Xxxx, Esq.
FAX: (000) 000-0000
if to the Subscription Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
FAX: (000) 000-0000
(b) if to a registered Holder, at the address shown for such Holder on
the registry books of the Company.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered, two (2) business
days after being deposited in the mail, postage prepaid, if mailed as
aforesaid; and when receipt is acknowledged, if telecopied.
SECTION 17. SUPPLEMENTS AND AMENDMENTS.
The Company and the Subscription Agent may from time to time supplement
or amend this Agreement without the approval of any Holders of Subscription
Certificates in order to cure any ambiguity or to correct or supplement any
provision contained herein, or to make any other provisions in regard to
matters or questions arising hereunder that the Company and the Subscription
Agent may deem necessary or desirable and that shall not adversely affect the
interest of the Holders of the Subscription Certificates.
SECTION 18. SUCCESSORS.
All the covenants and provisions of this Agreement by or for the benefit
of the Company or the Subscription Agent shall bind and inure to the benefit
to their respective successors and assigns hereunder.
SECTION 19. TERMINATION.
This Agreement shall terminate at 5:00 p.m. New York City time, on the
fourteenth day following the Expiration Date. Upon termination of this
Agreement, and provided that the Underlying Shares for Rights accepted for
exercise prior to such termination are issued and delivered by the Company,
the Company shall be discharged from all obligations under this Agreement
except for its obligation to the Subscription Agent under Sections 12 and 15
hereof and except with respect to the obligation of the Company to provide
instruction and direction to the Subscription Agent as may be required by
this Agreement.
SECTION 20. GOVERNING LAW.
This Agreement and each Subscription Certificate shall be deemed to be
a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of said State without
regard to any conflict of law rules that would defeat the application of New
York law.
SECTION 21. BENEFITS OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to give any persons or
corporation other than the Company, the Subscription Agent and the Holders of
the Subscription Certificates any legal or equitable right, remedy or claim
under this Agreement. This Agreement shall be for the sole and exclusive
benefit of the Company, the Subscription Agent and the Holders of the
Subscription Certificates, and their respective successors or heirs.
SECTION 22. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall for all purposes be deemed to be an original, and all of which
shall together constitute one and the same instrument.
SECTION 23. DESCRIPTIVE HEADINGS.
Descriptive headings of the several Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, each of the parties hereto caused this Agreement to
be duly executed as of the date first above written.
MECHANICAL TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
___________________________
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx
___________________________
Title: General Counsel
________________________
EXHIBIT A
FORM OF SUBSCRIPTION CERTIFICATE
(paper copy submitted)
EXHIBIT B
SUBSCRIPTION AGENT DUTIES AND FEES
Subscription Agent Duties and Services
1. Calculate and verify number of Rights to be issued to each shareholder.
2. Issue and mail notice of exercise form to each claimant along with the
appropriate Rights offering material.
3. Split-up, issue and mail notice of exercise forms as requested by Holders.
4. Receive and time stamp surrendered Subscription Certificates and checks.
5. Examine Subscription Certificates forms and checks for acceptance.
6. Write regarding deficient time.
7. Calculate and verify exercise prices received and number of shares to be
issued.
8. Deposit checks into a fiduciary account.
9. Wire funds to Company's account on the third business day following
Expiration Date.
10. Handle all letters of inquiry regarding lost, destroyed or stolen
Subscription Certificates.
11. Adjust Rights on disputed claims as per Company's instructions and
refund to the Holder any excess Exercise Price resulting from a
reduction of disputed claim.
12. If applicable, reflect restrictive legend on certain stock
certificates to be issued in connection with the Offering. Please
provide us with the name(s) of the affected shareholders and the
exact legend to be shown on the new certificates.
13. Keep accurate controls of all Subscription Certificates exercised
and cancellation of such certificates.
14. Issue and mail stock certificates to subscribers.
15. Furnish periodic reports of exercised rights.
Subscription Agent Fees: $35,000,
plus out-of-pocket expenses incurred such as postage, telephone,
shipping costs, insurance, stationery, overtime and counsel fees.
EXHIBIT C
FORM OF NOMINEE HOLDER CERTIFICATION
MECHANICAL TECHNOLOGY INCORPORATED
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker, or other nominee holder of rights
("Rights"), in order to purchase shares of common stock, $1 par value per
share ("Common Stock") of Mechanical Technology Incorporated (the "Company")
pursuant to the rights offering described and provided for in the Company's
prospectus dated _______________ , 1998 (the "Prospectus"), hereby certifies
to the Company and to American Stock Transfer and Trust Corporation, as
Subscription Agent for such rights offering, that the undersigned has
subscribed for, on behalf of the beneficial owners thereof (which may include
the undersigned), the number of shares specified below for each of the
Subscription Privileges (as defined in the Prospectus).
1. Number of shares subscribed
for pursuant to the
Basic Subscription Privilege _________
2. Number of shares subscribed
for pursuant to the
Oversubscription
Privilege _________
______________________
Name of Nominee Holder
By: __________________
Name:
Title:
Dated: _______________ , 1998
