0001003297-20-000003 Sample Contracts

MECHANICAL TECHNOLOGY, INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 4th, 2020 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

This RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is dated as of _______ __, ____ ("Grant Date"), and is made by and between Mechanical Technology, Incorporated, a New York corporation (the "Company"), and ______________, an individual resident of the State of New York and [officer] [director] of the Company ("Grantee"). Company and Grantee are sometimes referred to herein, individually, as a "party" and, collectively, as the "parties".

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OPERATING AND MANAGEMENT AGREEMENT BETWEEN SOLUNA TECHNOLOGIES, LTD. AND
Operating and Management Agreement • March 4th, 2020 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

This OPERATING AND MANAGEMENT AGREEMENT (this "Agreement"), dated January 13, 2020 (the "Effective Date"), is entered into by and between Soluna Technologies, Ltd., a private limited company incorporated under the laws of British Columbia (the "Operator"), and EcoChain, Inc., a Delaware corporation (the "Company"). The Operator and the Company are sometimes referred to herein, individually, as a "party" and, collectively, as the "parties".

SIDE LETTER AGREEMENT
Side Letter Agreement • March 4th, 2020 • Mechanical Technology Inc • Measuring & controlling devices, nec • Delaware

This side letter confirms the agreement (the "Agreement") by and between Mechanical Technology, Incorporated, a New York corporation (the "Investor"), and Soluna Technologies Investment I, LLC, a Delaware limited liability company ("STI I, LLC" or the "Preexisting Investor"), regarding and in consideration of Investor's investment in Series A Preferred shares of Soluna Technologies Ltd., a private company incorporated under the laws of British Columbia ("Soluna"), being consummated simultaneous with the entering into of this Agreement. Capitalized terms used, but not defined, herein shall have the applicable meaning set forth in the Amended and Restated Articles of Incorporation of Soluna, as in effect on the date hereof (the "Amended and Restated Articles"). Upon execution by all parties hereto, this Agreement shall constitute a binding agreement among such parties that may not be amended without such parties' written consent and shall, subject to the limitation set forth in Section 2

SOLUNA TECHNOLOGIES, LTD. CLASS A PREFERRED SHARE PURCHASE AGREEMENT January 13, 2020
Registration Rights Agreement • March 4th, 2020 • Mechanical Technology Inc • Measuring & controlling devices, nec • British Columbia

THIS CLASS A PREFERRED SHARE PURCHASE AGREEMENT (this "Agreement"), is made as of the 13th day of January, 2020 among Soluna Technologies, Ltd, a corporation incorporated under the Business Corporations Act (British Columbia) (the "Corporation") and the investors listed on Exhibit A attached to this Agreement (each a "Purchaser" and together the "Purchasers").

CONTINGENT RIGHTS AGREEMENT
Contingent Rights Agreement • March 4th, 2020 • Mechanical Technology Inc • Measuring & controlling devices, nec • Delaware

This CONTINGENT RIGHTS AGREEMENT (this "Agreement"), dated January 13, 2020 (the "Effective Date"), is entered into by and between Soluna Technologies, Ltd., a private limited company incorporated under the laws of British Columbia ("Soluna"), and Mechanical Technology, Incorporated, a New York corporation (the "Investor"). Soluna and the Investor are sometimes referred to herein, individually, as a "party" and, collectively, as the "parties".

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