0001003297-16-000855 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2016 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

Registration Rights Agreement (this “Agreement”), dated as of October 21, 2016, by and between Mechanical Technology, Incorporated, a New York corporation located at 325 Washington Avenue Extension, Albany, New York 12205 (the “Company”), and Brookstone Partners Acquisition XXIV, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 21st, 2016 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 21, 2016, by and between Mechanical Technology, Incorporated, a New York corporation located at 325 Washington Avenue Extension, Albany, New York 12205 (the “Company”), and Brookstone Partners Acquisition XXIV, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the “Buyer”).

OPTION EXERCISE AND STOCK TRANSFER RESTRICTION AGREEMENT
Option Exercise and Stock Transfer Restriction Agreement • October 21st, 2016 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

This OPTION EXERCISE AND STOCK TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as of October 21, 2016 (“Effective Date”), is entered into by and between Mechanical Technology, Incorporated (the “Company”) and [________________], an individual residing at [_______________] who currently serves as a [director][executive officer] of the Company (the “Insider”). The Company and the Insider are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

Mechanical Technology, Incorporated and American Stock Transfer & Trust Company, LLC Rights Agent ______ Amendment No. 1 to Rights Agreement Dated as of October 20, 2016
Rights Agreement • October 21st, 2016 • Mechanical Technology Inc • Measuring & controlling devices, nec

AMENDMENT No. 1 (this “Amendment”), dated as of October 20, 2016, to the Rights Agreement (the “Rights Agreement”), dated as of October 6, 2016, by and between Mechanical Technology, Incorporated, a New York corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

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