Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


WHEREAS:


 


A.            In
connection with the Securities Purchase Agreement by and among the parties hereto dated October 20, 2021 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Purchaser, (i) a Secured convertible Note (collectively, the “Notes”),
which will be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
(the shares of Common Stock issuable upon conversion of the Notes, collectively, the “Common Shares”) and (ii)
warrants (the “Warrants”) which will be exercisable to purchase shares of Common Stock (as exercised, collectively,
the “Warrant Shares”) in accordance with the terms of the Warrants.


 


B.             In
accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.             Definitions.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


(a)       “Additional
Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)       “Additional
Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Additional Registration
Statement is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date
and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review
by the SEC, fifty (50) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y)
the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Additional Registration Statement will not be reviewed or will not be subject to further review; provided, however,
that if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the
Additional Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(c)       “Additional
Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 






     1


     


    

 


(d)       “Additional
Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement, thirty
(30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration
Statement are sold.


 


(e)       “Additional
Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback
Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on exercise of the warrants.


 


(f)       “Additional
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)       “Additional
Required Registration Amount” means (I) any Cutback Shares not previously included on a Registration Statement, all
subject to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant
to Rule 415, without regard to any limitations on exercise of the Warrants.


 


(h)       “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)       “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(j)       “Cutback
Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without
regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously
declared effective as contemplated hereunder as a result of a limitation on the maximum number of shares of Common Stock of the
Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares,
in order to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company to the
contrary with respect to the allocation of its Cutback Shares, first the Warrant Shares shall be excluded on a pro rata basis
among the Investors until all of the Warrant Shares have been excluded (sequentially starting with the Warrants having the highest
Exercise Price and thereafter the next higher price, etc., calculated for each Purchaser based on such Purchaser’s pro-rata
amount of Warrants included comprising Registrable Securities) and then the Common Shares shall be excluded on a pro rata basis
among the Investors until all of the Common Shares have been excluded.


 


(k)       “Effective
Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)        “Effectiveness
Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)       “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American, The Nasdaq Capital Market,
The Nasdaq Global Select Market, The Nasdaq Global Market, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successor to
any of the foregoing).


 






     2


     


    

 


(n)       “Filing
Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)       “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(p)       “Initial
Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, forty-five (45) calendar days after the Initial Filing Deadline, or (ii) in the event
that the Initial Registration Statement is subject to a full review by the SEC, seventy-five (75) calendar days after the date
of this Agreement, and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing,
whichever is earlier) by the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further
review; provided, however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is
closed for business, the Initial Effectiveness Deadline shall be extended to the next Business Day.


 


(q)       “Initial
Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)       “Initial
Filing Deadline” means forty-five (45) calendar days after the date of this Agreement.


 


(s)       “Initial
Registrable Securities” means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant
to the terms of the Securities Purchase Agreement, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and
(iii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Notes, the Warrant Shares or
the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without
regard to any limitations on conversion of the Notes or exercise of the Warrants.


 


(t)       “Initial
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(u)       “Initial
Required Registration Amount” means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant
Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such
other amount as may be permitted by the staff of the SEC pursuant to Rule 415.


 


(v)       “Investor”
means a Purchaser or any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom
a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 


(w)       “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(x)       “Principal
Market” means The Nasdaq Stock Market.


 






     3


     


    

 


(y)       “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(z)       “Registrable
Securities” means the Initial Registrable Securities and the Additional Registrable Securities.


 


(aa)      “Registration
Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(bb)     “Required
Holders” means holders of at least a majority of the Registrable Securities.


 


(cc)     “Required
Registration Amount” means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.


 


(dd)     “Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(ee)     “SEC”
means the United States Securities and Exchange Commission.


 


(ff)      “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for 3 or more hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2.             Registration.


 


(a)       Initial
Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in
no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the
resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company
shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined
as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section
2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan
of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as
Exhibit B, with such modifications as may be required by law. The Company shall use its commercially reasonable efforts
to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the
Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Effective
Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection
with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with
respect to at least 3,552,146 Initial Registrable Securities and that not fewer than 3,552,146 shares of Initial Registrable Securities
must be included for registration in the Initial Registration Statement.


 






     4


     


    

 


(b)       Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional
Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional
Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of
the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement,
the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount
has been registered with the SEC; provided that after two rejections by the SEC of Additional Registration Statements, the Company
shall not be required to file Additional Registration Statements more frequently than once per sixty day period commencing subsequent
to the second rejection. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or
such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders,
subject to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for
resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the
date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in
Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the
“Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached
hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its commercially reasonable
efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later
than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the
Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement.


 


(c)       Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on
the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number
of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells
or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion
of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares
of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable
Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number
of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the
Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent
of the Required Holders.


 


(d)       Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel at their sole
cost to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Grushko
& Mittman, P.C., or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall
reasonably cooperate with each other in performing the Company’s obligations under this Agreement.


 






     5


     


    

 


(e)       Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as any
such Registration Statement on Form S-3 filed by the Company covering the Registrable Securities has been declared effective by
the SEC.


 


(f)       Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to
Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be
covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section
2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available
therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately
preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in
any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed
“insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available
for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing
sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume the
Warrants are then exercisable in full into shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants).


 


(g)       Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration
Failure”), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective
by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”)
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on
such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant
to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other
limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such
information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number
of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”
and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures”
and each a “Failure”), then, as partial relief for the damages to any holder
by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without
limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall
pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%)
of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities
whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure,
(ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v)
on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling
less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure
and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured;
(vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods
totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date
of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such
Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously,
the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due
“per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to
which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.”
Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month
(prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay
Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when
all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to
accrue upon the termination of the Registration Period (as defined below).


 






     6


     


    

 


(h)       Limitation
on Other Registration Statements. The Company shall not file another registration statement under the 1933 Act prior to the
earlier of (i) date that the Initial Registration Statement is declared effective by the SEC and (ii) the end of the
Registration Period (as defined in Section 3(a); provided that, this Section 2(h) shall not prevent the Company from filing
a registration statement on Form S-4 beginning thirty (30) days after the initial filing of the Initial Registration Statement
with the SEC or Form S-8, with the SEC at any time.


 


3.             Related
Obligations.


 


At
such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f),
the Company will use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)       The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective
as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each
Registration Statement effective pursuant to Rule 415 at all times until the earliest of (i) the date that is two (2) years after
each Effective Date, (ii) the date on which the Investors shall have sold all of the Registrable Securities required to be covered
by such Registration Statement, or (iii) may be sold pursuant to Rule 144 without any information of volume restrictions (the
“Registration Period”). The Company shall ensure that each Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,
in the light of the circumstances in which they were made) not misleading. The term “commercially reasonable efforts”
shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after the later of the
date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or
that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal
Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than two (2) Business Days after the submission of such request. The Company shall respond
in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than
fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration
Statement to be declared effective.


 






     7


     


    

 


(b)       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K,
Form 10-Q, Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement such Registration Statement.


 


(c)       The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for those filed
by reason of the Company filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, (B) permit each Investor
to review and comment on the “Plan of Distribution” and “Selling Shareholders” sections of the Registration
Statement and all amendments and supplements to the Registration Statement to the extent any changes are made to those sections,
and (C) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects;
provided however, that if the delay in filing the Registration Statement is due to Legal Counsel’s or an Investor’s
unreasonable objections (and unreasonable refusal to allow the Company to file the Registration Statement) then in such event,
no Registration Failure (or similar event that triggers a Registration Delay Payment) shall be deemed to have occurred with such
delay arising from Legal Counsel’s unreasonable objections, or solely with respect to an Investor, arising from such Investor’s
unreasonable objections. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement
or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld;
provided however, that if the delay in filing the effectiveness of the Registration Statement is due to Legal Counsel’s
unreasonable objections (and unreasonable refusal to allow the Registration Statement to become effective) then in such event,
no Effectiveness Failure (or similar event that triggers a Registration Delay Payment) shall be deemed to have occurred. The Company
shall furnish to Legal Counsel, without charge, copies of any correspondence from the SEC or the staff of the SEC to the Company
or its representatives relating to any Registration Statement. The Company shall reasonably cooperate with Legal Counsel in performing
the Company’s obligations pursuant to this Section 3.


 


(d)       The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies
as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.


 






     8


     


    

 


(e)       The
Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)       The
Company shall notify Investors in writing of the happening of any event, as promptly as practicable but not later than the first
Business Day after becoming aware of such event, (i) as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic information), or (ii) that results in the lack of
effectiveness of any Registration Statement, and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, or lack of effectiveness of any Registration Statement. The
Company shall also promptly notify Legal Counsel in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to Legal Counsel by facsimile or email on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate. By 9:30 a.m. New York City time on the second (2nd) day following the date any post-effective
amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Registration Statement.


 


(g)       The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify Legal Counsel of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 






     9


     


    

 


(h)       If
any Investor is required by the SEC to be described in the Registration Statement as an underwriter or the Company and an Investor
agree that it should be identified as an underwriter of Registrable Securities in the Registration Statement and the Registration
Statement is so modified, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement
and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


(i)       If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or the
Company and an Investor agrees that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company
shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents
retained by the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably
deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information
which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and
shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933
Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than
by disclosure in violation of this Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor)
shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 


(j)       The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor a reasonable period of time, at the Investor’s expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, such information.


 


(k)       The
Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure
the inclusion for quotation of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company’s
commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion
for quotation on another Eligible Market for such Registrable Securities and, without limiting the generality of the foregoing,
to use its commercially reasonable efforts to arrange for at least two market makers to register with the Financial Industry Regulatory
Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities. The Company shall pay all fees
and expenses in connection with satisfying its obligation under this Section 3(k).


 






     10


     


    

 


(l)       The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)       If
reasonably requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.


 


(n)       The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


(o)       The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of a Registration Statement.


 


(p)       The
Company shall otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and
regulations of the SEC in connection with any registration hereunder.


 


(q)       Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 






     11


     


    

 


(r)       Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose
the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and
(ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall
exceed fifteen (15) consecutive Trading Days and during any three hundred sixty five (365) day period such Grace Periods shall
not exceed an aggregate of thirty (30) Trading Days and the first day of any Grace Period must be at least five (5) Trading Days
after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining
the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred
to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii)
and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any
Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section
3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock
to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor’s receipt
of the notice of a Grace Period and for which the Investor has not yet settled.


 


(s)       Except
as required by applicable law, neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter
in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Purchaser being deemed an
underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document
(as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the
Company from including the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit B
in the Registration Statement. If the Company is required by law to identify any Investor as an underwriter in any public
disclosure or filing with the SEC, the Principal Market or any Eligible Market, prior to so identifying any such Investor, the
Company shall promptly notify each such Investor of the legal requirement and give each such Investor a reasonable opportunity
to persuade the applicable regulator that said disclosure is not required. If the applicable Investors are unable to eliminate
the legal requirement to be identified as an underwriter, the applicable Investor shall have five (5) Business Days, or such shorter
time as required by the applicable regulator or applicable law, to consent to such disclosure or to agree to withdraw as a selling
shareholder under the Registration Statement. If an Investor agrees to withdraw as a selling shareholder under the Registration
Statement, the Company shall not be responsible for any such Failures with respect to any such Investor.


 


(t)       Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of
preventing the Company from performing its obligations hereunder.


 


4.             Obligations
of the Investors.


 


(a)       At
least ten (10) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of
such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall timely furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
by the Company to effect and maintain the effectiveness of the registration of such Registrable Securities and shall timely execute
such documents in connection with such registration as the Company may reasonably request.


 






     12


     


    

 


(b)       Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)       Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f) (a “No Sale Notice”), such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s
receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt
of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled.


 


(d)       Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.             Expenses
of Registration.


 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.


 






     13


     


    

 


6.             Indemnification.


 


In
the event any Registrable Securities are included in a Registration Statement under this Agreement:


 


(a)       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may reasonably become subject insofar
as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior
to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of
the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse
the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished to
the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; and (ii) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 


(b)       In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation
occurs in reliance upon and in conformity with information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal
or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds
to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 






     14


     


    

 


(c)       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires and has acknowledged its indemnification obligations hereunder in writing, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel
for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified
Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a
majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified
Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense
of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such
Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has
been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 


(d)       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.             Contribution.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled
to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received
by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.


 






     15


     


    

 


8.             Reports
Under the 1934 Act.


 


With
a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule
or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration
(“Rule 144”), the Company agrees to:


 


(a)       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)       file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)       furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request no more than three (3) times per
calendar year, a written statement by the Company, if true, that it has complied with the reporting requirements of the 1933 Act
and the 1934 Act and that it has satisfied the current public information provisions set forth in Rule 144.


 


9.             Assignment
of Registration Rights.


 


The
rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such
Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company
is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned;
(iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee
is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound
by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements
of the Securities Purchase Agreement.


 


10.           Amendment
of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such
amendment or waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights
and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior
written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall
be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent
to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of
legal fees) also is offered to all of the parties to this Agreement.


 






     16


     


    

 


11.           Miscellaneous.


 


(a)       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.


 


(b)       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) when sent, if sent by electronic mail; or (iv) one Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email
addresses for such communications shall be:


 


If
to the Company:


 


Mechanical
Technology, Incorporated





325
Washington Avenue Extension





Albany,
NY 12205





Attn:
Michael Toporek, CEO





Email:
mtoporek@mtiinstruments.com


 


With
a copy (for informational purposes only) to:


 




Sullivan & Worcester LLP





1633
Broadway, 32nd Floor





New
York, NY 10019





Attn:
David E. Danovitch, Esq.





Email:
ddanovitch@sullivanlaw.com


 


If
to the Transfer Agent:


 


American
Stock Transfer & Trust Company LLC





6201
15th Avenue





Brooklyn,
NY 11219


 


If
to Legal Counsel:


 


Grushko
& Mittman, P.C.





515
Rockaway Avenue





Valley
Stream, NY 11581





Attn:
Barbara R. Mittman, Esq.





Email:
barbara@grushkomittman.com


 






     17


     


    

 


If
to a Purchaser, to its address, facsimile number and/or email address set forth on the Schedule of Purchasers attached hereto
or on the signature pages of the Securities Purchase Agreement, with copies to such Purchaser’s representatives as set forth
on the Schedule of Purchasers, or to such other address, facsimile number and/or email address to the attention of such other
Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine or email containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)       Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


(d)       All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Clark County,
Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


(e)       If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)       This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof.


 






     18


     


    

 


(g)       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


(h)       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)       All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if the outstanding Warrants then held by Investors have been
exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l)       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.


 


(m)       This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)       The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision
of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained
herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.


 


(o)       Legal
Counsel may resign as Legal Counsel on five (5) calendar days prior notice to the Company and the Purchasers. Legal Counsel may
rely on instructions from the holders of a majority of the Registrable Securities.


 


*
* * * * *


 


[Signature
Page Follows]


 




     19


     


    

IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	COMPANY:



	 	 
	 	MECHANICAL TECHNOLOGY, INCORPORATED 
	 	 
	 	By:	 
	 	 	Name: Michael Toporek
	 	 	Title:
        Chief Executive Officer


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




     20


     


    

 


[SIGNATURE
PAGE OF PURCHASER TO MECHANICAL TECHNOLOGY, INCORPORATED RRA]


 


Name
of Purchaser: __________________________________________________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: ________________________________________________________________________


 


Name
of Authorized Signatory: _________________________________________________________________________________________


 


Title
of Authorized Signatory: ___________________________________________________________________________________________


 


Email
Address of Authorized Signatory: ___________________________________________________________________________________


 


Facsimile
Number of Authorized Signatory: ______________________________________________________________________________


 


State
of Incorporation of Purchaser: ______________________________________________________________________________________


 


Address
for Notice to Purchaser:      


 


Taxpayer
ID# (if applicable): ________________________________________________________


 




     21


     


    

 


SCHEDULE
OF PURCHASERS


 




     


     


    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


American
Stock Transfer & Trust Company LLC





6201
15th Avenue





Brooklyn,
NY 11219


 


Re:       Mechanical
Technology, Incorporated


 


Ladies
and Gentlemen:


 


We
have been requested by Mechanical Technology, Incorporated, a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Securities Purchase Agreement, dated as of October 20, 2021 (the “Securities
Purchase Agreement”), entered into by and among the Company and the purchasers named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders convertible promissory notes (“Notes”) convertible for
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the shares of
Common Stock issuable pursuant to the terms of the Notes and Securities Purchase Agreement, collectively, the “Conversion
Shares”) and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities
Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable
Securities (as defined in the Registration Rights Agreement), including the Conversion Shares issuable pursuant to the Securities
Purchase Agreement and the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as
amended (the “1933 Act”). The description of the Registrable Securities are set forth on Schedule A
hereto [Selling Shareholder Table]. In connection with the Company’s obligations under the Registration Rights Agreement,
on October 25, 2021, the Company filed a Registration Statement on Form S-1 (File No. 333-_____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities
which names each of the Holders as a selling shareholder thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS].  We have no knowledge, subsequent to such telephonic conversation with the
SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC. Based on the foregoing, the Registrable Securities set forth on Schedule A hereto
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This
letter, unless and until subsequently revoked or modified orally by [________] or in writing from any member of this
firm (which writing may include email correspondence), shall serve as our standing instruction to you that the Registrable Securities
set forth on Schedule A hereto are freely transferable by the Holders pursuant to the Registration Statement. You need
not require further letters from us to effect any future legend-free issuance or reissuance of Registrable Securities to the Holders
as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated October [●], 2021.


 


Very
truly yours,


 




     


     


    

 


EXHIBIT
B


 


SELLING
SHAREHOLDERS


 


The
shares of Common Stock being offered by the selling stockholders are those issued upon conversion of the Notes and exercise of
Warrants that were issued to the selling stockholders pursuant to the Securities Purchase Agreement dated as of October 20, 2021
(the “Securities Purchase Agreement”), by and among the Company and the investors named therein, and upon exercise
of the Warrants. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares
for resale from time to time. Except for the ownership of the shares of common stock and the warrants issued pursuant to the Securities
Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years.


 


 The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock
by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the Notes and the Warrants, as of _________, 2021, assuming exercise of all Warrants held
by the selling stockholder on that date, without regard to any limitations on exercise.


 


The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders and does not take in
account any limitations on (i) conversion of the Notes or issuance of Common Stock or (ii) exercise of the Warrants.


 


 In
accordance with the terms of a registration rights agreement with the selling stockholders (the “Registration Rights
Agreement”), this prospectus generally covers the resale of at least the sum of (i) the number of shares of Common Stock
issued upon conversion of the Notes issued pursuant to the Securities Purchase Agreement as of the trading day immediately preceding
the date the registration statement is initially filed with the SEC, and (ii) the maximum number of shares of common stock issued
and issuable upon exercise of the related Warrants as of the trading day immediately preceding the date the registration statement
is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant
to this prospectus.


 


Under
the terms of the Notes, a selling stockholder may not convert the Notes to the extent such exercise would cause such selling stockholder,
together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding
shares of Common Stock following such exercise. Under the terms of the Warrants, a selling stockholder may not exercise the Warrants
to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of
shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such exercise, excluding
for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised.
The number of shares in the second column does not reflect these limitations. The selling stockholders may sell all, some or none
of their shares in this offering. See “Plan of Distribution.” 


 






     


     


    

 


	

    

    

    Name of Selling Shareholder	Number
    of Shares of 

Common Stock 

Owned Prior to 

Offering	Maximum
    Number 

of Shares of 

Common Stock to be 

Sold Pursuant to this 

Prospectus	Number
    of Shares 

of Common Stock 

Owned After 

Offering
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 



     


     


    

 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of Common Stock that may be issued upon conversion of the Notes issued pursuant to the Securities Purchase
Agreement and upon exercise of the Warrants issued pursuant to the terms of the Securities Purchase Agreement to permit the resale
of these shares of Common Stock by the holders of such shares and Warrants from time to time after the date of this prospectus.
We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock. We will bear
all fees and expenses incident to our obligation to register the shares of Common Stock. 


 


The
selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	●	in
    the over-the-counter market;
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	●	privately
    negotiated transactions;
	 	●	short
    sales effected after the effective date of this Registration Statement;
	 	●	sales
    pursuant to Rule 144;
	 	●	broker-dealers
    may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	 	●	a
    combination of any such methods of sale; and
	 	●	any
    other method permitted pursuant to applicable law.


If
the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common
Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also
sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Common
Stock to broker-dealers that in turn may sell such shares.


 






     


     


    

 


The
selling stockholders may pledge or grant a security interest in some or all of the shares of Common Stock, Notes or Warrants owned
by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 


There
can be no assurance that any selling stockholder will sell any or all of the shares of Common Stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to
engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability
of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of Common Stock.


 






     


     


    

 


We
will pay all expenses of the registration of the shares of Common Stock pursuant to the Registration Rights Agreement, estimated
to be $[___] in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if
any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance
with the Registration Rights Agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the Registration
Rights Agreement, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable
in the hands of persons other than our affiliates.