Exhibit 10.23
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (this “Agreement”), dated as of October 21, 2016, by and between Mechanical Technology, Incorporated, a New York corporation located at 325 Washington Avenue Extension, Albany, New York 12205 (the “Company”), and Brookstone Partners Acquisition XXIV, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the “Investor”).
The parties hereto agree as follows:
“Commission” means the Securities and Exchange Commission.
“Common Stock” means the common stock, par value $0.01 per share, of the Company.
“Company Indemnitee(s)” shall have the meaning assigned to such term in Section 7(b).
“Demand Registration” shall have the meaning assigned to such term in Section 2(a).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Holder” means the Investor, or any permitted assignee or successor of the Investor owning Registrable Securities. The terms “hold,” “held” and “holding,” when used with respect to Registrable Securities shall mean owning Registrable Securities.
“Majority Holders” means one or more Holders holding in the aggregate at least 50% of the Registrable Securities.
“Participants” means those Holders participating as selling securityholders pursuant to a Registration Statement as contemplated by Section 2 or 3.
“Participant Indemnitee(s)” shall have the meaning assigned to such term in Section 7(a).
“Person” means an individual, partnership, corporation, limited liability company, business trust, unincorporated organization, joint venture, a government authority or other entity of whatever nature.
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“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the prospectus, including any “free writing” prospectus and all material incorporated by reference in such prospectus.
“Register,” “registered,” and “registration” refers to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document.
“Registrable Securities” means (a) any Common Shares held by a Holder and (b) any Common Stock issued with respect to, or in exchange for or in replacement of, any Common Shares referred to in clause (a) above as a result of any stock split, stock dividend, recapitalization, reclassification, exchange or similar event or otherwise; provided, however, that any Registrable Securities sold by a Person in a transaction in which such Person’s rights under this Agreement are not assigned shall cease to be Registrable Securities from and after the time of such sale and the transferee with respect to such securities shall cease to be a Holder pursuant hereto. The number of Registrable Securities that are held by a Person or are outstanding shall be determined by the number of shares of Common Stock that are Registrable Securities and either are held by such Person or outstanding (as applicable).
“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to any of the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference in such registration statement.
“Required Holders” shall have the meaning assigned to such term in Section 2(a).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
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[Signatures begin on the following page.]
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IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto as of the date first above written.
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MECHANICAL TECHNOLOGY, INCORPORATED |
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By: |
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Name: |
Kevin G. Lynch |
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Title: |
Chief Executive Officer |
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BROOKSTONE PARTNERS ACQUISITION XXIV, LLC |
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By: |
BP XXIV Flow, LLC its Managing Member |
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By: |
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Name: |
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Title: |
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[Signature Page to Registration Rights Agreement]