Exhibit 10.22
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 21, 2016,
by and between Mechanical Technology, Incorporated, a New York corporation
located at 325 Washington Avenue Extension, Albany, New York 12205 (the
"Company"), and Brookstone Partners Acquisition XXIV, LLC, a Delaware limited
liability company located at 122 East 42nd Street, Suite 4305, New York, New
York 10168 (the "Buyer").
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the 1933 Act.
B.
The Buyer wishes to purchase, and the Company wishes to sell, upon the
terms and subject to the conditions stated in this Agreement, an aggregate of
3,750,000 shares (the "Common Shares") of the Company's common stock, par value
$0.01 per share (the "Common Stock").
C.
Contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement,
substantially in the form attached hereto as Exhibit A (the "Registration Rights
Agreement"), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Registrable Securities (as defined in
the Registration Rights Agreement) under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.
NOW, THEREFORE, the Company and the Buyer hereby agree as follows:
1.
PURCHASE AND SALE OF COMMON SHARES.
(A)
PURCHASE AND SALE OF COMMON SHARES.
(I)
PURCHASE OF COMMON SHARES. SUBJECT TO THE SATISFACTION (OR
WAIVER, TO THE EXTENT LEGALLY PERMISSIBLE) OF THE CONDITIONS SET FORTH IN
SECTIONS 6 AND 7, THE COMPANY SHALL ISSUE AND SELL TO THE BUYER, AND THE BUYER
AGREES TO PURCHASE FROM THE COMPANY ON THE CLOSING DATE (AS DEFINED BELOW), THE
COMMON SHARES (THE "CLOSING").
(II)
CLOSING. THE DATE AND TIME OF THE CLOSING (THE "CLOSING
DATE") SHALL BE 10:00 A.M., NEW YORK CITY TIME, ON THE DATE HEREOF (OR SUCH
OTHER DATE AND TIME AS IS MUTUALLY AGREED TO BY THE COMPANY AND THE BUYER) AFTER
THE SATISFACTION (OR WAIVER, TO THE EXTENT LEGALLY PERMISSIBLE) OF THE
CONDITIONS TO THE CLOSING SET FORTH IN SECTIONS 6 AND 7, AT THE OFFICES OF
OLSHAN FROME WOLOSKY LLP, 1325 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019.
(III)
PURCHASE PRICE. THE AGGREGATE PURCHASE PRICE FOR THE COMMON
SHARES TO BE PURCHASED BY THE BUYER AT THE CLOSING SHALL BE $2,737,500 (THE
"PURCHASE PRICE") WHICH EQUATES TO APPROXIMATELY $0.73 PER COMMON SHARE.
(IV)
FORM OF PAYMENT. ON THE CLOSING DATE, AFTER ALL CLOSING
CONDITIONS SET FORTH IN SECTIONS 6 AND 7 HAVE BEEN SATISFIED (OR WAIVED, TO THE
EXTENT LEGALLY PERMISSIBLE), THE BUYER SHALL PAY THE PURCHASE PRICE TO THE
COMPANY FOR THE COMMON SHARES AT THE CLOSING (LESS THE AMOUNTS WITHHELD PURSUANT
TO SECTION 4(G)), BY WIRE TRANSFER OF