Exhibit
10.1





 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT


BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT MECHANICAL


TECHNOLOGY,
INCORPORATED TREATS AS PRIVATE OR CONFIDENTIAL.


 


PURCHASE
AGREEMENT


 


This
Purchase Agreement (“Agreement”) is dated as of April 11, 2021, and is made by and between [                 ], a limited liability
company organized under the laws of Delaware (“SELLER”) and ECOCHAIN BLOCK LLC, a limited liability company
organized under the laws of Nevada (“BUYER”). BUYER and SELLER are sometimes hereinafter referred to as each,
a “Party”, and together, the “Parties”. This Agreement is acknowledged and agreed by BUYER’s indirect
parent company, MECHANICAL TECHNOLOGY, INCORPORATED (“Parent”).


 


WHEREAS,
BUYER is in the business of cryptocurrency mining;


 


WHEREAS,
SELLER is the owner of [    ] miners and [     ] miners;


 


WHEREAS,
SELLER has agreed to sell to BUYER, and BUYER has agreed to buy from SELLER, certain miners pursuant to the terms of this Agreement;


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration,
the adequacy, receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:


 


		1.	MINERS



 


1.1.       On
April 12, 2021 (the “Effective Date”), SELLER shall sell to BUYER, and BUYER shall buy from SELLER, [                                 (      )]
[    ] miners and [                 (   )] [   ] miners (the “Physical Miners”) and certain parts, equipment, attachments, improvements
and accessions related thereto (the “Parts”, and together with the Physical Miners, the “Purchased
Assets”)).


 


1.2.      SELLER
represents to BUYER that Seller is the owner of the Purchased Assets, that the Purchased Assets are free and clear of all liens,
charges and encumbrances, and that SELLER has full right, power and authority to sell the Purchased Assets, execute this Agreement
and perform its obligations hereunder.


 


1.3.      BUYER
represents to SELLER that Buyer has full right, power and authority to buy the Purchased Assets, execute this Agreement and perform
its obligations hereunder.


 


		2.	HASH
                                         RATE; QUANTITY OF MINERS



 


2.1.      The
Parties acknowledge and agree that the total hash rate of the Physical Miners (“Total Rate”) is estimated to
be as follows:


 


		(a)	In
                                         the case of [   ] Miners, 11.19 PH/s; and






		(b)	In
                                         the case of [   ] Miners, 235 GH/s.



 


2.2.      The
Parties acknowledge and agree that the individual hash rate of the Physical Miners (“Miner Rate”) shall be
as follows:


 


		(a)	In
the case of [   ] Miners, 13.5 TH/s; and






 






     


     


    

 


		(b)	In
the case of [   ] Miners, 500 MH/s.



 


2.3.       The
Parties acknowledge and agree that the total purchase price for the Purchased Assets (the “Total Purchase Price”)
shall be determined by a Unit Price (as defined in Section 3.1) for each Virtual Miner (as hereinafter defined). As used in this
Agreement, “Virtual Miner” is a term of art that represents a quantity of miners (but not actual or physical
miners) determined by dividing the actual Total Rate on any date of determination by the Miner Rate. The Parties agree that the
quantity of Virtual Miners using a date of determination of April 9, 2021 was (a) [                               (    )] [   ] miners, and (b) [               (   ) [   ] miners.
The Parties acknowledge and agree that the quantity of Virtual Miners may be adjusted on the Effective Date based on the actual
Total Rate on the Effective Date. The Parties acknowledge and agree that the quantity of Virtual Miners may be different from
the quantity of Physical Miners and both quantities will be specified on the invoice issued by SELLER.


 


		3.	PRICE
                                         AND PAYMENT TERMS



 


3.1.       The
price of each Virtual Miner (the “Unit Price”) shall be as follows:


 


		(a)	[
                                           ] miners: the Unit Price of each such Virtual Miner shall be $[        ] ([              ] dollars). The
                                         Unit Price shall be paid in a combination of cash and shares of common stock of Parent,
                                         MKTY (“Parent Shares”) as follows: (i) $[         ] ([          ] dollars) in immediately
                                         available funds payable within one (1) business day after the delivery of the hash rate
                                         represented by such Virtual Miner; and (ii) an amount of Parent Shares equal to $[        ]
                                         ([         ] dollars). The number of Parent Shares to be delivered to SELLER shall be determined
                                         by the closing price of the Parent Shares on the Effective Date on the principal securities
                                         exchange or trading market where the Parent Shares are listed or traded as reported by
                                         Bloomberg, LP. Immediately after the determination of the closing price, BUYER shall
                                         deliver a notice to SELLER informing the amount of Parent Shares to be delivered hereunder.
                                         Delivery of the Parent Shares shall be subject to Section 3.2 below.



 


		(b)	[
                                                ] miners: the Unit Price of each such Virtual Miner shall be $[        ] ([             ] dollars). The
                                         Unit Price shall be paid in a combination of cash and Parent Shares as follows: (i) $[       
                                         ] ([               ] dollars) in immediately available funds payable within one (1) business day after
                                         the delivery of the hash rate represented by such Virtual Miner; and (ii) an amount of
                                         Parent Shares equal to $[       ] ([             ] dollars). The number of Parent Shares to be delivered
                                         to SELLER shall be determined by the closing price of the Parent Shares on the Effective
                                         Date on the principal securities exchange or trading market where the Parent Shares are
                                         listed or traded as reported by Bloomberg, LP. Immediately after the determination of
                                         the closing price, BUYER shall deliver a notice to SELLER informing the amount of Parent
                                         Shares to be delivered hereunder. Delivery of the Parent Shares shall be subject to Section
                                         3.2 below.



 


3.2.       As
soon as commercially practicable after the Effective Date (but in any event no later than ten (10) days after the Effective Date),
BUYER shall cause to be delivered to SELLER’s or Parent’s then existing securities broker or transfer agent or another
nationally recognized independent third party acceptable to SELLER (such securities broker, transfer agent or other third party,
“Share Agent”) a number of Parent Shares as determined pursuant to clauses (a) and (b) of Section 3.1 above.
The Parties acknowledge and agree that the Share Agent shall hold the Parent Shares for the benefit of SELLER and the Share Agent
shall follow all trading instructions with respect to such Parent Shares originated by SELLER only, subject to Section 3.3 below.
BUYER shall copy SELLER on its communication to the Share Agent describing the amount of Parent Shares being delivered and the
foregoing instructions.


 





 


 



[                              ]
– EcoChain Block LLC / Purchase Agreement

Page 2 






     


     


    

 


3.3.       SELLER
acknowledges and agrees that during the period beginning on the date on which the Parent Shares are delivered to the Share Agent
and ending on the six (6) month anniversary of the delivery thereof, SELLER shall not, directly or indirectly, (i) offer, sell,
assign, transfer, pledge, contract to sell, or otherwise dispose of, any Parent Shares, (ii) enter into any swap, hedge or other
agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Parent Shares (regardless of
whether any such arrangement is to be settled by the delivery of securities of Parent, securities of another person, cash or otherwise),
(iii) engage in any short selling of any Parent Shares, (iv) agree to do any of the foregoing or (v) publicly announce the any
intention to do any of the foregoing.


 


		4.	DELIVERY;
                                         LOCATION OF MINERS



 


4.1.       Delivery
of the hash rate represented by the Virtual Miners (which, for the avoidance of doubt, includes the hash rate of the Physical
Miners) shall be made through transfer of the current pool settings to BUYER’s settings on the Effective Date. Upon completion
of such transfer, SELLER shall notify BUYER of the total hash rate delivered and the quantity of Virtual Miners representing it.


 


4.2.       BUYER
acknowledges and agrees that the Physical Miners are located at the SELLER’s property and shall continue to be hosted by
SELLER at such location until BUYER instructs SELLER otherwise.


 


		5.	HOSTING
                                         SERVICES



 


5.1.       During
the period of time that SELLER hosts the Physical Miners, BUYER shall be responsible for hosting fees in the amount of $9.65 (nine
dollars sixty-five cents) per Physical Miner per month plus actual power charges of Physical Miners, which charges are passed
through by SELLER to BUYER. Within one (1) business day after the delivery of the hast rate of the Virtual Miners, BUYER agrees
to pay to SELLER an initial deposit of $50,000 (fifty thousand dollars). On the 20th day of each month, SELLER shall
invoice BUYER an amount equal to the estimate of the total power charges used by the Physcial Miners plus the hosting fees of
$9.65 (nine dollars sixty-five cents) per Physical Miner for the subsequent month (and taking into account any deposits previously
made and not applied against actual charges) and BUYER shall make a deposit in the amount of such preliminary invoice at least
five (5) days prior to the end of each month (each, a “Deposit”). If BUYER does not make the Deposit if and
as required pursuant to the preceding sentence, SELLER shall have the right to temporarily disconnect power to BUYER until such
Deposit is made. Each month, SELLER shall provide an invoice showing a credit of such Deposit against the actual charges for such
month. If the Deposit is greater than the actual charges, such Deposit shall be retained by SELLER and applied against power consumed
in subsequent months. If the Deposit is less than the actual charges, BUYER shall reimburse such difference on or prior to the
last business day of the applicable month.


 


5.2.       Upon
the relocation of the Physical Miners to any premises leased by the BUYER (such date, the “Relocation Date”),
this Section 5 shall no longer apply.


 


		6.	DISCLAIMER;
                                         WARRANTIES



 


THE
PHYSICAL MINERS ARE SOLD “AS IS” AND SELLER, NOT BEING THE MANUFACTURER OF THE MINERS OR THE MANUFACTURER’S
AGENT, MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, DESIGN OR CONDITION OF THE PHYSICAL MINERS, OR INTELLECTUAL PROPERTY RIGHTS (INCLUDING WITHOUT LIMITATION, ANY PATENT,
COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY WITH RESPECT TO THE MINERS, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE)
WITH RESPECT TO THE MINERS. SELLER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
FROM POSSESSION OR USE OF THE PHYSICAL MINERS. 

 





 


 



[                              ]
– EcoChain Block LLC / Purchase Agreement

Page 3









     


     


    

 


		7.	TERM;
                                         TERMINATION



 


7.1.        This
Agreement shall be valid and in force until the later of the Total Purchase Price is paid in full pursuant to the terms of Section
3 hereof and the Relocation Date.


 


7.2.
        The occurrence of any of the following events shall constitute an “Event of Default”:


 


		(a)	a
                                         payment default by BUYER, which has not been cured within ten (10) days of the due date;



 


		(b)	the
                                         non-delivery of the Purchased Assets (which, for the avoidance of doubt, includes the
                                         hash rate represented by the Virtual Miners) by SELLER, which has not been cured within
                                         ten (10) days of the delivery date;



 


		(c)	without
                                         notice to the other Party, (i) upon the institution by or against any Party of insolvency,
                                         receivership or bankruptcy proceedings or any other proceedings for the settlement of
                                         such Party’s debts, (ii) upon such Party becoming insolvent, (iii) upon such Party
                                         making an assignment for the benefit of creditors, or (iv) upon such Party’s dissolution
                                         or ceasing to do business.



 


7.3.       Upon
the occurrence of an Event of Default by BUYER, SELLER shall have the right to (a) cancel this Agreement by notice to BUYER and
(b) only with respect to the occurrence of an Event of Default pursuant to Section 7.2(a) for failure to pay the Total Purchase
Price as determined pursuant to Section 3, take possession of the Purchased Assets. Buyer shall be liable for all costs and expenses
(including reasonable attorney’s fees) incurred by SELLER in exercising its right to take possession of the Purchased Assets
pursuant to clause (b) of the preceding sentence. Upon the occurrence of an Event of Default by SELLER, BUYER shall have the right
to cancel this Agreement by notice to SELLER.


 


7.4.       The
Parties acknowledge and agree that the rights of each Party described in preceding Section 7.3 are in addition to any rights and
remedies available to such Party, whether at law, in equity or in contract.


 


		8.	NOTICES



 


Any
notices to be provided to the Parties under this Agreement shall be delivered to the following addresses (whether by mail or electronic
email):


 


To
SELLER:


 


[                           ]


 


 




 





 


 



[                              ]
– EcoChain Block LLC / Purchase Agreement

Page 4









     


     


    

 


To
BUYER and PARENT:


 


EcoChain
Block LLC 


c/o
Mechanical Technology, Incorporated 


325
Washington Avenue Extension 


Albany,
NY 12205 


Attn:
Chief Executive Officer and Chief Financial Officer 


Email:
MToporek@mtiinstruments.com and JThomas@mtiinstruments.com





 


		9.	ARBITRATION;
                                         APPLICABLE LAW



 


9.1.         This
Agreement shall be governed by any construed in accordance with the laws of New York without regard to conflicts of law rules.


 


9.2.         The
Parties agree that any controversy or claim arising out of, or relating to, or in connection with this Agreement, or the breach,
termination or validity thereof, shall be settled by binding arbitration. The arbitration shall be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration Rules”).


 


9.3.         The
seat of the arbitration shall be New York, NY and it shall be conducted in English. The Parties submit to the jurisdiction of
any court of competent jurisdiction for the limited purpose of enforcing this agreement to arbitrate.


 


9.4.         The
arbitration shall be conducted by 1 arbitrator who will be selected by mutual agreement of the Parties within fifteen (15) days
after the receipt of written demand to arbitrate. If the Parties are unable to reach an agreement on the sole arbitrator, such
arbitrator shall be appointed in accordance with the Arbitration Rules.


 


9.5.         The
arbitration award shall be final and binding on the Parties and non-appealable. Judgment upon the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Expenses of arbitration shall
be divided equally between the Parties. The arbitration award shall, however, require the non-prevailing Party to reimburse the
prevailing Party attorney’s fees and expenses of arbitration.


 


9.6.         The
terms of this Section 9 shall survive the expiration or termination of the Agreement.


 


		10.	GUARANTY
                                         OF PARENT



 


By
acknowledging and agreeing to this Agreement, Parent agrees to absolutely, unconditionally and irrevocably guarantee to SELLER
the delivery of the number of Parent Shares as required under this Agreement as partial payment of the Total Purchase Price.


 


		11.	SEVERABILITY



 


Should
any provision of this Agreement be held to be invalid, inoperative, or unenforceable, the remainder of this Agreement shall not
be affected, and the Parties shall replace such invalid, inoperative, or unenforceable provision with a valid, operative, and
enforceable provision which corresponds to the greatest extent possible to the purpose and economic effect of such invalid, inoperative,
or unenforceable provision. 

 





 


 



[                              ]
– EcoChain Block LLC / Purchase Agreement

Page 5






     


     


    

 


		12.	AMENDMENTS



 


Modification,
amendment, or deletion of any provision of this Agreement shall be valid and enforceable only if it is made in a writing duly
executed by the Parties that specifically references this Agreement.


 


		13.	NO
                                         WAIVER



 


Failure
by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement
will not be construed as a waiver of any subsequent breach, nor affect the binding nature of this Agreement nor any part thereof,
nor prejudice either party as regards to any subsequent action.


 


		14.	ASSIGNMENTS;
                                         ASSIGNS AND SUCCESSORS



 


Neither
this Agreement nor any of the rights, interests or obligations of any Party hereunder may be assigned, delegated or otherwise
transferred by either Party, in whole or in part (whether by operation of law or otherwise), without the prior written consent
of the other Party, and any attempted assignment, delegation or other transfer without such consent will be null and void. Subject
to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and permitted assigns.


 


		15.	ENTIRE
                                         AGREEMENT



 


This
Agreement constitutes the entire agreement with respect to the subject matter hereof. It may not be altered by any invoice and
may not be amended except in a writing signed by the Parties. This Agreement replaces and supersedes any and all prior agreements,
understandings and negotiations entered into by the Parties with regard to the subject matter hereof.


 


		16.	COUNTERPARTS



 


This
Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together
shall constitute one and the same instrument. In the event that any signature is delivered by e-mail delivery of a ".pdf"
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such ".pdf" signature page were an original thereof. The Parties acknowledge
and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for
all purposes and shall have the same force and effect as an original signature.


 





 



 


[SIGNATURES
FOLLOW]


 


 





 


 



[                              ]
– EcoChain Block LLC / Purchase Agreement

Page 6






     


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above written.


 





		ECOCHAIN BLOCK LLC, as Buyer
		By: EcoChain, Inc., its mananing member
	 	 
		By:		
			Name:	Michael Toporek
			Title:	President
	 	 	 	 
		[                                               ], as Seller
	 	 	 	 
		By:		
			Name: 	[                        ]
			Title:	President and CEO




  


ACKNOWLEDGED
AND AGREED TO:


 


MECHANICAL
TECHNOLOGY, INCORPORATED


 





	By:			 
		Name:	Michael Toporek	 
		Title:	CEO	 




 






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