Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval

The Common Stock is currently listed on the Nasdaq Capital Market and, as such, the Company is subject to the Nasdaq Stock Market rules. Nasdaq Marketplace Rule 5635(d) requires the Company to obtain stockholder approval prior to the issuance of Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable for shares of Common Stock) equal to 20% or more of the shares of Common Stock outstanding prior to such issuance. Shares of Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value. Therefore, the Company believes that the full issuance of shares of Common Stock upon the conversion of convertible notes and exercise of warrants of the Company (as described above) into shares of Common Stock requires stockholder approval.

If our stockholders do not approve this Proposal No. 1, the Notes will not be convertible and the Warrants will not be exercisable in a manner that violates Nasdaq Marketplace Rule 5635(d). In addition, our failure to obtain approval of this Proposal No. 1 when such failure would prohibit us to satisfying our obligations under the Notes and the Warrants might constitute an Event of Default under the Notes and Warrants, and result in an obligation to immediately purchase back in cash any outstanding principal amount of the Notes or unexercised Warrants at the amounts as described in the Notes and Warrants.

Additional Information

This summary is intended to provide you with basic information concerning the SPA, Notes and Warrants and the Addendum The full text of the SPA and forms of Notes and Warrants was filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2021 and the form of the Addendum was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2022.

Vote Required and Recommendation

The affirmative vote of holders of a majority of the shares of the Common Stock cast in person or by proxy at the meeting is required to approve the issuance of an aggregate of         sharesofCommon Stock in accordance with Nasdaq Marketplace Rule 5635(d).

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1.

PROPOSAL NO. 2

TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OF THE COMPANY’S SERIES B CONVERTIBLE PREFERRED STOCK AND THE EXERCISE OF CERTAIN WARRANTS

The purpose of Proposal No. 2 is to obtain the stockholder approval necessary under applicable Nasdaq Stock Market rules to allow for the full issuance of shares of Common Stock upon the conversion of shares of the Series B Preferred Stock, and the exercise of certain warrants (as described below) into shares of Common Stock.

Background

On July 20, 2022, Company issued $6,250,000 stated value of Series B Preferred Stock, for a purchase price of $5,000,000 via a direct private placement to a current investor (the “Series B Investor”). The Company issued to the Series B Investor (i) 62,500 shares of Series B Preferred Stock which are initially convertible into 1,155,268 shares of Common Stock at a price per share of $5.41, a 20% premium to the close of the Common Stock on July 18, 2022, subject to adjustment as set forth in the Certificate of Designation governing the terms of the Preferred Stock, and (ii) common stock purchase warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock at an initial exercise price of $10.00 per share of Common Stock (the “Purchase Warrants”). In addition, the Series B Investor delivered a warrant to acquire 1,000,000 shares of Common Stock at an exercise price of $11.50 per share for cancellation.

Series B Preferred Stock

The Company filed the Certificate of Designation (the “Certificate of Designation”) of the Series B Preferred Stock with the Secretary of State of the State of Nevada on July 20, 2022. Initially 187,500 shares of its authorized and unissued preferred stock are designated as Series Preferred B Stock. Each share of Series Preferred B Stock has a par value of $0.0001 per share and a stated value equal to $100.00 (the “Stated Value”).The subscription price for each share of Series Preferred B Stock is $80.00 per share. The shares of Series Preferred B Stock can vote with the shares of Common Stock, on an as-converted to Common Stock basis, with respect to all matters on which the holders of Common Stock are entitled to vote, subject to any applicable Beneficial Ownership Limitations (as defined in the Certificate of Designation).

Ranking

The Series B Preferred Stock will rank with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company senior to all of our Common Stock and other classes of capital stock, other than the Series A Preferred Stock, which it will rank pari passu with.

Liquidation Preference of Series B Preferred Stock

Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, the holders of Series B Preferred Stock are entitled to receive in cash an amount equal to the greater of (i) the Stated Value of the Series B Preferred Stock or (ii) the amount the holder of Series B Preferred Stock would receive if such holder converted the Series B Preferred Stock into common stock immediately prior to the date of the liquidation event, including accrued and unpaid dividends.

Dividends on Series B Preferred Stock

Holders of Series B Preferred Stock shall be entitled to receive and the Company shall pay, by issuing shares of Common Stock or cash at the Company’s options to holders, dividends on shares of Series B Preferred Stock, based on the Stated Value, at a rate of ten percent (10%) per annum, commencing on the issuance date until the earlier of (i) the date that the Series B Preferred Stock is converted to Common Stock or (ii) twelve (12) months after the issuance date (the “Dividend Termination Date”). Such dividends shall accrue and be compounded daily on the basis of a 360-day day year and twelve (12) 30-day months and shall be paid either promptly after conversion of the Series B Preferred Stock or on the Dividend Termination Date, if the Preferred Stock has not been converted prior to the Dividend Termination Date. No other dividends shall be paid on shares of Series B Preferred Stock.

Redemption of Series B Preferred Stock

The Series B Preferred Stock is perpetual and has no maturity date. Provided that no shares of the Company’s Series A Preferred Stock are outstanding, either the Company or the holder may, at its option, at any time on or after the later of (i) the third anniversary of the issue date of such Series B preferred Stock and (ii) the date on which the Notes have been fully redeemed, defeased, or converted (the “Redemption Date”), if all of the shares of Series B Preferred Stock have not been converted to shares of Common Stock prior to the Redemption Date, redeem the outstanding shares of Series B Preferred Stock, in whole or in part, at any time after the Redemption Date, at a cash redemption price per share of Series B Preferred Stock equal to the Stated Value (the “Redemption Price”). In the event that the Common Stock ceases to trade on a national exchange for twenty consecutive trading days, if at least a majority of the holders so elect, they may present the Company with a notice of Redemption. The Redemption Price for any shares of Series B Preferred Stock shall be payable to the holder of such shares of Series B Preferred Stock against surrender of the certificate(s) evidencing such shares, if any, to the Company or its agent, if the shares of the Preferred are issued in certificated form.

Notice of every redemption of shares of Series B Preferred Stock shall be given to the holders. Each notice of redemption given to a holder or the Company shall state: (1) the redemption date; (2) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares of Series B Preferred Stock to be redeemed from such holder; (3) the Redemption Price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price. Any Notice of Redemption provided by the holders shall provide the Company with no less than thirty (30) days’ notice of their Redemption request.

The Company, upon ten (10) days prior notice to the holder, may demand that the holder convert the Series B Preferred Stock and warrants issued pursuant to that certain Securities Purchase Agreement between the Company and the initial holders of the Series B Preferred Stock, in whole or in part, if the closing bid price of the Common Stock equals or exceeds $12.98, less any “Profit”, as defined in the such Securities Purchase Agreement, divided by the number of shares of Common Stock into which the Series B Preferred Stock is convertible on the date of such notice, for twenty (20) consecutive trading days. Should the holder fail to convert the remaining Stated Value of the Series B Preferred Stock in its entirety within thirty (30) trading days after receiving the Company’s notice, the Company may redeem such remaining balance and the warrants at the remaining Stated Value plus accrued dividends.

Conversion Rights of Series B Preferred Stock

A holder of Series B Preferred Stock shall have the right to convert the Series B Preferred Stock, in whole or in part, upon providing a notice of conversion to the Company to that number of shares of Common Stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the conversion price of $5.41, which shall be subject to adjustment for any share dividend, share split, share combination, reclassification or similar transaction (the “Series B Preferred Stock Conversion Shares”).

Fundamental Transactions

In the event of a Fundamental Transaction, as defined in the Certificate of Designation, then, upon any subsequent conversion of this Series B Preferred Stock, the holders shall have the right to receive, for each Series B Preferred Stock Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Series B Preferred Stock is convertible immediately prior to such Fundamental Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the holders new preferred stock consistent with the foregoing provisions and evidencing the holders’ right to convert such preferred stock into Alternate Consideration. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under the Certificate of Designation.

Common Stock Purchase Warrant 

The Purchase Warrants have an issue date of July 19, 2022. The Purchase Warrants have an initial exercise price of $10.00 per share of Common Stock, subject to adjustment as set forth in the Warrants. The holder is entitled to exercise the Purchase Warrants at any time on or after the date that is 180 days following the issue date and on or prior to January 19, 2028. On the closing date of the next public offering of Common Stock or other securities, the exercise price of the Warrants adjusts to a price equal to the lower of (a) the exercise price then in effect, or (b) the price of the warrants issued in the Company’s next public offering, or if no warrants are issued in the Company’s next public offering, 110% of the price per share of Common Stock issued in the Company’s next public offering.

Effect of Issuance of Additional Securities

Based on the September         Outstanding Share Amount, if the Series B Investor were to convert the Series B Preferred Stock into an aggregate of          shares of Common Stock and exercise the Purchase Warrants in full to purchase an aggregate of         shares of Common Stock, the Series B Investor would hold an aggregate of         shares of our Common Stock, equal to        % of our issued and outstanding Common Stock on a pre-transaction basis (using the September         Outstanding Share Amount as the denominator. Please note that this calculation does not consider the possibility of approving the Proposal No. 1 above.

As such, the Series B Investor could significantly influence future Company decisions. Our stockholders will incur dilution of their percentage ownership to the extent that the Investors convert the Notes or exercise the Warrants. Further, because of the possibility that the conversion price and exercise price may be further adjusted to a lower amount, stockholders may experience an even greater dilutive effect. The exact magnitude of the dilutive effect cannot be conclusively determined, but the dilutive effect may be material to our current stockholders.

Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval

The Common Stock is currently listed on the Nasdaq Capital Market and, as such, the Company is subject to the Nasdaq Stock Market rules. Nasdaq Marketplace Rule 5635(d) requires the Company to obtain stockholder approval prior to the issuance of Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable for shares of Common Stock) equal to 20% or more of the shares of Common Stock outstanding prior to such the issuance. Shares of Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value. Therefore, the Company believes that the full issuance of shares of Common Stock upon the conversion of Series B Preferred Stock and exercise of Purchase Warrants of the Company (as described above) into shares of Common Stock requires stockholder approval.

If our stockholders do not approve this Proposal No. 2, the Series B Preferred Stock will not be convertible and the Purchase Warrants will not be exercisable in a manner that violates Nasdaq Marketplace Rule 5635(d). In addition, our failure to obtain approval of this Proposal No. 2 when such failure would prohibit us to satisfying our obligations under the terms of the Certificate of Designation and the Purchase Warrants might constitute a default under the Certificate of Designation and the Purchase Warrants. Failure to deliver to the Series B Investor such Series B Preferred Stock Conversion Shares would result in additional and potentially substantial cash payment obligations, including an obligation to pay to the Series B Investor, in cash, for each $5,000 of Stated Value of Series B Preferred Stock being converted, from $50 to $200 per trading day, and pay compensation for any Buy-In as specified in the Certificate of Designation and the Purchase Warrants.

Additional Information

This summary is intended to provide you with basic information concerning the Series B Preferred Stock. The Certificate of Designation, the Series B Preferred Stock purchase agreement and the Form of Common Stock Purchase Warrant were filed as exhibits to our Current Report on Form 8-K filed with the SEC on July 20, 2022.

Vote Required and Recommendation

The affirmative vote of holders of a majority of the shares of the Common Stock cast in person or by proxy at the meeting is required to approve the issuance of an aggregate of         sharesofCommon Stock in accordance with Nasdaq Marketplace Rule 5635(d).

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

ADDITIONAL INFORMATION

SECURITY OWNERSHIP OF MTI COMMON STOCKCERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information regarding our shares of MTI Common Stock beneficially owned as of August 30, 2021,26, 2022, for (i) each stockholder known to be the beneficial owner of more than 5% of theour outstanding shares of MTI Common Stock, (ii) each named executive officer and director, of MTI, and (iii) all executive officers and directors of MTI as a group. The inclusion in this schedule of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. A person is considered to beneficially own any shares (a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options and warrants. Shares underlying such options and warrants, however, are only considered outstanding for the purpose of computing the percentage ownership of that person and are not considered outstanding when computing the percentage ownership of any other person. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children. The table below does not include any options granted under MTI’s equity compensation plans, and does not assume the Board effecting a reverse stock split. Unless otherwise provided, the address for each person is 325 Washington Ave Ext, Albany, New York 12205.power.

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STOCKHOLDER COMMUNICATIONS WITH THE TRANSACTION AGREEMENTS AND THE PROPOSED TRANSACTIONBOARD OF DIRECTORS

Stockholders who wish to communicate with the Board, or a particular director, may send a letter to our Secretary at 325 Washington Avenue Extension, Albany, New York 12205. The following information describes the material terms and provisions of the Termination Agreement dated as of August 11, 2021, by and among MTI, EcoChain, and HEL (the “Termination Agreement) and the Merger Agreement dated as of August 11, 2021 (the “Merger Agreement”), by and among MTI, SCI Merger Sub, Inc., an indirect wholly-owned subsidiary of MTI (“Merger Sub”), and Soluna Computing, Inc.,mailing envelope must contain a Delaware corporation (“SCI”), as well as the related agreements (collectively referred to as the “transaction agreements”) and the transactions thereunder. This discussion is subject and qualified in its entirety by reference to the Termination Agreement, a copy of which is attached to this Proxy statement as Annex A, and the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex B, as applicable.

The purpose of these agreements is to effect MTI’s acquisition (through its EcoChain subsidiary) of substantially all of the assets (other than those assets physically located in Morocco) formerly held by HEL, which consist solely of SCI’s existing pipeline of certain cryptocurrency mining projects that HEL previously transferred to SCI, which was formed on May 18, 2021, expressly for this purpose, and for EcoChain to directly retain the current employees of SCI in order to operate EcoChain’s business as its management team.

The transaction agreements and the summary of their terms in this Proxy Statement have been included only to provide you with information about the terms and conditions of the transaction agreements. The representations, warranties, and covenants contained in each of the transaction agreements were made solely for the purposes of such agreement and as of specific dates, and were qualified and subject to certain limitations and exceptions agreed to by MTI and HEL or SCI, as applicable, in connection with negotiating the terms of the transaction agreements. In particular, in your review of the representations and warranties contained in the Merger Agreement and described herein, it is important to bear in mindclear notation indicating that the representationsenclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and warranties were made solely forclearly state whether the benefit of the parties to the Merger Agreement and were negotiated for the purpose of allocating contractual risk among the parties to the Merger Agreement rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that is different from those generally applicable to stockholders and reports and documents filed with the SEC, and, in some cases, they may be qualified by disclosures made by one party to the other, whichintended recipients are not necessarily reflected in the Merger Agreement or other public disclosures made by MTI. Moreover, information concerning the subject matter of the representations, warranties, and covenants, which do not purport to be accurate as of the date of this Proxy Statement, may have changed since the date of the Merger Agreement, and subsequent developments or new information may not be fully reflected in MTI’s public disclosures.

For the foregoing reasons, the representations, warranties, and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of MTI, HEL, or SCI or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this Proxy Statement or incorporated by reference into this Proxy Statement. Please see the section of this Proxy Statement entitled “Incorporation of Certain Documents by Reference.” MTI will provide additional disclosures in its public reports to the extent it becomes aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

General

Pursuant to the terms of the Termination Agreement, assuming approval by the stockholders of MTI’s issuance of the Termination Shares at the Special Meeting, then on October 20, 2021 (five business days following the Special Meeting) (the “Termination Effective Date”): (i) the existing Operating and Management Agreements between HEL and EcoChain will be terminated in all respects; and (ii)(A) EcoChain will pay HEL $725,000, (B) MTI will issue HEL 150,000 shares of MTI Common Stock (which as noted above constitute the “Termination Shares”), and (C) HEL and MTI will enter into an Amended and Restated Contingent Rights Agreement substantially in the form of Exhibit A attached to the Termination Agreement attached to this Proxy Statement as Annex A (the “Amended and Restated Contingent Rights Agreement”), which, among other things, will amend the existing Contingent Rights Agreement by and between HEL and MTI, dated January 13, 2020, to provide MTI the right to invest directly in certain cryptocurrency mining opportunities being pursued by HEL. The Termination Agreement also provides that MTI will file a registration statement with the SEC to register the resale of the Termination Shares within 20 days of the Termination Effective Date.

The Merger Agreement provides that, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub, a wholly-owned subsidiary of MTI’s wholly-owned subsidiary EcoChain, will be merged with and into SCI, with SCI as the surviving corporation such that SCI becomes a wholly-owned subsidiary of EcoChain (the “Merger”). Under the terms of the Merger Agreement, each share of SCI Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than shares of SCI Common Stock owned by SCI, Merger Sub, MTI, or any of their subsidiaries, will be cancelled and converted into the right to receive a proportionate share of the Merger Consideration described below under “— Terms of the Merger Agreement and the Merger — Merger Consideration.”

Background of the Merger

During January 2020 MTI formed its wholly-owned subsidiary, EcoChain, to conduct a new line of business, cryptocurrency mining powered by renewable energy. In this regard, also in January 2020, MTI made an equity investment in HEL and EcoChain entered into an Operating and Management Agreement with HEL. Pursuant to the January 2020 Operating and Management Agreement, HEL assisted MTI, and later EcoChain, in developing, and operating, EcoChain’s cryptocurrency mining facility located in Washington State. Further, pursuant to a purchase agreement it entered into with HEL, MTI has purchased an aggregate of 238,095 Class A Preferred Shares of HEL for an aggregate purchase price of $750,000. As of the date of this Proxy Statement, MTI owns 53.0% of the HEL Class A Preferred Shares and 1.78% of the total equity ownership interests of HEL. MTI also has the right, but not the obligation, to purchase additional equity securities of HEL and its subsidiaries (including additional Class A Preferred Shares of HEL) if HEL secures certain levels or types of project financing with respect to its own wind-power generation facilities. Each preferred share may be converted at any time and without payment of additional consideration into shares of HEL common stock. MTI has additionally entered into a Side Letter Agreement, dated January 13, 2020, with Soluna Technologies Investment I, LLC, a Delaware limited liability company that owns, on a fully diluted basis, 59.9% of HEL and is controlled by Michael Toporek, MTI’s Chief Executive Officer and a MTI director. The Side Letter Agreement provides for the transfer to MTI of additional Class A Preferred Shares of HEL, without the payment of any consideration by MTI, in the event that HEL issues additional equity below the agreed-upon valuation thresholds.

MTI’s formation of EcoChain resulted from discussions that began during the second quarter of 2019, when Michael Toporek, MTI’s current Chief Executive Officer but at that time solely a director, started discussions with the other directors, as well as MTI’s then-current Chief Executive and Chief Financial Officer, suggesting that MTI consider entering a new line of business in order to generate additional revenues and suggested cryptocurrency mining as such potential new line of business given his familiarity with this industry. These discussions continued through the third quarter of 2019. Mr. Toporek also suggested that MTI consider retaining HEL in this regard, which would allow MTI to leverage its existing administrative infrastructure in operating this new line of business while HEL would provide the operational knowledge.

During September and October 2019, MTI began exploring this line of business in earnest after HEL presented MTI with an opportunity to pursue the acquisition of a cryptocurrency mine operating in bankruptcy, which eventually became EcoChain’s current cryptocurrency mine located in Washington State, which began operating in May 2020. During the process of locating and setting up the pilot mine, MTI management and the members of the Board’s Investment Committee worked closely with HEL personnel (the current employees of SCI) and gained an understanding of their capabilities as well as the potential in this new line of business. Further, as HEL’s pipeline of projects (independent of MTI) began to grow and EcoChain’s cryptocurrency mining facility in Washington State was performing better than expected, the Board of Directors and MTI management became more comfortable that they understood the opportunities and challenges of operating a cryptocurrency mining business. Soon after the Board and management came to the conclusion that this was a viable business and in the ensuing months from May 2020 started to discuss what other opportunities there might be in this line of business. Given HEL’s increasing number of cryptocurrency mining facility projects and the Board and management’s consideration of increasing this business line’s operations, the Board of Directors and management began to discuss what opportunities there may be with respect to MTI and HEL.

In this regard, in light of the affiliations between several of HEL’s equity holders and Brookstone Partners, as further discussed under “— Interests of Directors, Officers, and Others in the Proposed Transaction; Potential Conflicts of Interest,” in October 2019 the Board of Directors formed an Investment Committee of the Board comprised of the independent members of the Board (Thomas Marusak, David Michaels, and William Phelan) to evaluate all aspects

of a potential investment opportunity with HEL and certain related matters, though an acquisition of HEL or its assets and/or employees was not considered at this time.

On October 22, 2019, MTI and HEL entered into a mutual non-disclosure agreement.

The Board of Directors held a special meeting via teleconference on November 8, 2019, attended by all members of the Board except Mr. Marusak, as well as Brian Murphyor certain specified individual directors. The Secretary will make copies of Couch White LLP, MTI’s outside general counsel,all such letters and Frederick W. Jones, MTI’s then-Chief Executive Officer, Chief Financial Officer, and Corporate Secretary. At this meeting, Mr. Phelan reviewed the recent activities of the Investment Committee, including a pitch deck that HEL presentedcirculate them to the Investment Committee on November 1, 2019, with respect to a potential investment by MTI in HEL and the development of a pilot cryptocurrency mine program for MTI, followed by a discussion thereof by the Board members. Mr. Phelan then presented the investment principles and objectives established by the Investment Committee with respect to a potential investment in HEL, including the business goals of MTI, tactical considerations driving business terms, and governance considerations, followed by a discussion by the Board. Next, Mr. Murphy reviewed the specifics of a draft term sheet for two proposed individual transactions with HEL: a $500,000 investment by MTI in HEL through its purchase of a convertible promissory note and the proposed development of a pilot cryptocurrency mine program. Board discussion followed.

Mr. Phelan next presented an overview of the Investment Committee’s strategy to approaching capital markets, including its rationale for considering re-registering the MTI Common Stock under the Securities Exchange Act of 1934 and related timelines and costs.

Finally, the Board approved the Investment Committee to present the proposed term sheet to HEL and conduct negotiations with HEL with respect to the proposed term sheets and the terms of proposed investments in HEL by MTI, and required that the Investment Committee report back to the Board with respect to any proposed changes to the current term sheets and proposed investments that were materially different than the current versions and prior to executing any definitive agreements.

At a joint regular meeting of the boards of directors of MTI and MTI Instruments held on December 11, 2019, the Investment Committee presented a detailed assessment of an investment opportunity with respect to HEL for consideration by the Board of Directors. The Investment Committee discussed with the Board various investment alternatives, including the pros and cons associated with each. In particular, the Investment Committee discussed its analysis with respect to the valuation of HEL and a potential investment by MTI in HEL, including different methods of valuation that could apply to any such transaction.

The Investment Committee next presented a draft of the current term sheet associated with a potential investment by MTI in HEL’s Class A Preferred Shares as well as a draft of the current term sheet for the development by MTI and HEL of a pilot cryptocurrency mining program. The Investment Committee concluded its presentation by summarizing the potential impact to MTI and its stockholders and recommended to the Board that MTI pursue the potential investment and pilot cryptocurrency mining program with HEL as proposed in the draft term sheets. Additional Board discussion followed, following which the Board approved the Investment Committee to continue to negotiate with HEL and empowered the Investment Committee to finalize a series of term sheets by and between MTI and HEL with respect to a potential investment by MTI in HEL’s Class A Preferred Shares and the development by MTI and HEL of the pilot cryptocurrency mining program, subject to the Investment Committee seeking formal Board of Directors approval, inclusive of a majority of all disinterested directors, of such term sheets prior to their execution byappropriate director or on behalf of MTI.

The Board of Directors held a special meeting via videoconference on December 23, 2019, attended by all members of the Board except Edward Hirshfield and Mr. Toporek. Mr. Murphy, Mr. Jones, and Owen Pinkerton of Thompson Hine LLP also attended the meeting. Thereafter, the Investment Committee presented to the Board drafts of the current term sheets with respect to MTI’s potential investment in HEL’s Class A Preferred Shares and the pilot cryptocurrency mining program to be developed by HEL and MTI.

Mr. Murphy then reviewed the current drafts of the term sheets with the Board, highlighting changes from the drafts reviewed at the December 11, 2019 Board meeting. Thereafter, the Board approved the current drafts of the term sheets and directed that an appropriate officer of MTI execute and deliver each such term sheet to John Belizaire, Chief Executive Officer of HEL.

On January 9, 2020, the Board of Directors held a special meeting by teleconference attended by all members of the Board, Mr. Jones, Mr. Murphy, and Charles Spector of Dentons, MTI’s Canadian securities counsel. At this meeting, the Investment Committee informed the Board of the status of its negotiations with HEL with respect to MTI’s investment in HEL’s Class A Preferred Stock and MTI’s development, via an Operating and Management Agreement to be entered into with HEL, of a pilot cryptocurrency mining program. The interested nature of a transaction with HEL based on the relationships between HEL and Brookstone Partners, as noted above and further discussed under “— Interests of Directors, Officers, and Others in the Proposed Transaction; Potential Conflicts of Interest,” was discussed with and by the Board. Mr. Murphy reviewed with the Board the relevant provisions of New York law (as MTI was a New York corporation at this time) regarding interested director transactions. Board discussion followed, which included a thorough discussion by each of Mr. Toporek and Mr. Lipman regarding the nature of their personal and financial interests in both MTI and HEL.

The Investment Committee then presented to the Board drafts of the current transaction documents associated with the proposed pilot cryptocurrency mining program, which the Board then discussed. The Investment Committee then provided an overview of its negotiations with HEL in this regard over the past several weeks. Mr. Murphy then reviewed the overall structure of the proposed transaction and how the documentation functioned in the context of such transaction, followed by Board discussion and commentary.

Next, the Investment Committee informed the Board that EcoChain had been formed for the purpose of facilitating the pilot cryptocurrency mining program and, in particular, to enter into the related Operating and Management Agreement with HEL. Board discussion followed.

Following these presentations and discussions, the Board ratified all prior actions with respect to the formation of EcoChain, approved MTI’s investment in the HEL Class A Preferred Shares and its entry into the Class A Preferred Share Purchase Agreement with HEL to consummate such investment and related documents and agreements, approved the form and content of the Operating and Management Agreement to be entered into between EcoChain and HEL with respect to the pilot cryptocurrency mining program, and authorized Mr. Jones to execute and deliver such agreements and documents on behalf of MTI, as well as any agreements or documents necessary to be executed with respect to the formation of EcoChain.

MTI and EcoChain entered into the Operating and Management Agreement with respect to the pilot cryptocurrency mining program, which became EcoChain’s first operating cryptocurrency mining facility, on January 13, 2020, as further discussed above.

In late July 2020, Mr. Toporek approached John Belizaire, Chief Executive Officer of HEL, about the possibility of merging with MTI.

On August 11, 2020, the boards of directors of MTI and EcoChain (which consists of the same persons) held a conference call that was also attended by MTI’s then-current Chief Executive and Chief Financial Officer Frederick W. Jones, Mr. Belizaire, and Phillip Ng, Vice President, Corporate Development of HEL. During this call, Mr. Belizaire provided the boards a formal update on the pilot cryptocurrency mining project since the initial investment in January 2020 including discussions around actuals versus forecast, strategic risks and workstreams, and options for the future.

On September 16, 2020, Mr. Lipman circulated a term sheet to Mr. Phelan, lead member of the Investment Committee, and Mr. Belizaire that provided a high-level outline of potential terms of a potential transaction between MTI and HEL.

As a result of his position as a director of MTI, as well as his role as a managing general partner at Brookstone Partners, due to his and Brookstone Partners’ equity investments in HEL, Mr. Toporek was aware that HEL was continually trying to raise capital to fund its cryptocurrency mining projects and was trying to assist HEL in this regard, but had also become aware that private equity investors were less likely to provide funding to companies in the cryptocurrency mining industry and that in order to raise the capital it needed, HEL would have to access the public markets. At the same time, he knew that MTI was looking to increase its revenues. As a result, he began to realize that an acquisition of HEL by MTI would address both of these issues, allowing HEL to access the public markets to fund its planned cryptocurrency mining projects and providing MTI with additional revenues. Mr. Toporek spoke by phone to Mr. Belizaire and Mr. Phelan regarding a potential MTI and HEL transaction on September 16, 2020. On September 18, 2020, Mr. Toporek, in his capacity as managing general partner of Brookstone Partners, sent via email to Mr. Belizaire and Mr. Phelan an illustrative and hypothetical transaction term sheet for them to consider, and

this same term sheet was sent to Mr. Marusak on September 18, 2020; this term sheet included solely a conceptual structure with respect to a potential transaction but no economic terms.

At a regular joint meeting of the boards of directors of MTI, MTI Instruments, and EcoChain on September 23, 2020, Mr. Belizaire provided the boards an update on HEL’s business operations and potential investment opportunities for EcoChain and MTI in that respect. Discussion by the boards of directors of MTI and EcoChain followed.

On September 25, 2020, Mr. Marusak and Mr. Belizaire had a telephone call during which they discussed the draft term sheet that Mr. Toporek had sent to Mr. Belizaire on September 18, 2020. During this call, Mr. Belizaire requested that Mr. Marusak think of a structure for a transaction between MTI and HEL (or a related entity) that was simpler than the one contemplated by the current term sheet. On September 30, 2020, Mr. Marusak followed this up with an email to Messrs. Toporek and Lipman regarding his thoughts on a potential alternative structure for a transaction between MTI and HEL.

HEL had a number of concerns with the proposal as outlined in the term sheet, as well as whether it was the appropriate time to engage in a business combination such as the one being proposed via the term sheet. As a result, HEL did not respond to the term sheet or offer a counter-proposal at this time. Ultimately, each of MTI and HEL decided at that time that it was best to continue working together on their existing projects.

On November 19, 2020, EcoChain and HEL entered into a second Operating and Management Agreement related to a potential location for a cryptocurrency mine in the Southeast United States. In accordance with the terms of this agreement, EcoChain paid HEL $150,000 in 2020 and $200,000 to date during 2021.

On December 1, 2020, EcoChain and HEL entered into a third Operating and Management Agreement with respect to a potential location for a cryptocurrency mine in the Southwestern United States, pursuant to which EcoChain paid HEL $38,000 during 2020 in relation to one-time fees; this target location did not meet the business requirements to continue pursuing the potential acquisition, and as a result EcoChain will not make any further payments to HEL under this agreement.

On February 8, 2021, EcoChain and HEL entered into a fourth Operating and Management Agreement related to a potential location for a cryptocurrency mine in the Southeast United States. In accordance with the terms of this agreement, EcoChain paid HEL $544,000 to date during 2021.

Each Operating and Management Agreement, among other things, requires that HEL provide project sourcing services to EcoChain, including acquisition negotiations and establishing an operating model, investments/financing timeline, and project development path, as well as developmental and operational services, as directed by EcoChain, with respect to the applicable cryptocurrency mining facility in exchange for EcoChain’s payment to HEL of management fees ranging from $65,000 to $350,000 and profit-based success payments in the event that EcoChain achieves explicit profitability thresholds. Once aggregate earnings before interest, taxes, depreciation, and amortization of the applicable mine exceeds the total amount of funding provided by EcoChain to HEL (whether pursuant to the applicable agreement or otherwise) for the purposes of creating, developing, assembling, and constructing the mine, HEL is entitled to ongoing success payments of 20.0% of the earnings before interest, taxes, depreciation, and amortization of the mine.

As MTI entered into multiple Operating and Management Agreements with HEL, the Board of Directors and management of MTI began to consider whether it still made sense to outsource the functions it was retaining HEL to fulfill or whether it would be more efficient to bring these functions directly into EcoChain, recognizing that acquiring HEL, or at least its employees, would address both the pipeline and operations aspects of expanding and operating EcoChain’s cryptocurrency mining business. Therefore, beginning in November 2020, at the suggestion of Mr. Toporek, the Board of Directors re-started discussions regarding potential opportunities with respect to the growth of EcoChain’s business and, in particular, opportunities with respect to HEL.

On February 4, 2021, Mr. Belizaire sent Mr. Toporek an email outlining terms for a proposed restructuring of HEL, and an acquisition of HEL by MTI, but these conversations were internal at HEL and did not involve MTI at this time.

On February 19, 2021 Mr. Toporek sent an email to Mr. Belizaire in which he asked to schedule a time to discuss re-starting acquisition discussions.

While there were some brief discussions among certain MTI directors and contacts between Mr. Phelan and Mr. Belizaire regarding a potential MTI/HEL transaction between early February and late March 2021, there were no substantive discussions or developments during this time as management of both entities were focusing on other business matters during this period.

On March 21, 2021, at a special joint meeting of the boards of directors of MTI and EcoChain, Mr. Toporek discussed EcoChain’s current strategy and HEL’s current pipeline of cryptocurrency mining facility projects, and, in particular, the intersection of these matters. He also discussed the existing Operating and Management agreements between HEL and EcoChain with respect to its operations. Based on these factors and other potential favorable economic drivers, Mr. Toporek requested that a fully-independent committee of the boards of MTI and EcoChain be established to perform an evaluation for a potential transaction between MTI and/or EcoChain and HEL. The Board discussed the various conflicts of interest and the importance of independence in such an evaluation. Mr. Phelan, Mr. Hazelip, and Mr. Madhavji, each of whom has no economic or (other than Mr. Phelan’s status as an observer on the board of directors of HEL) other relationship or affiliation with HEL or Brookstone Partners/Brookstone XXIV, and who are “independent directors,” as defined by Nasdaq’s rules and listing standards, of MTI, volunteered as independent board members to participate. Mr. Michaels offered to consult if needed. Following additional discussion by the boards of directors, the boards approved the creation of an independent committee (which we refer to in this Proxy Statement as the “Exploratory Committee”) consisting of Messrs. Phelan, Hazelip, and Madhavji, to evaluate a potential transaction with HEL.

On March 26, 2021, Mr. Lipman, in his capacity as representative of Brookstone Partners, as Brookstone is the major shareholder of HEL, and the three members of the Exploratory Committee met with Mr. Belizaire via videoconference to discuss the possibility of a transaction between MTI and HEL.

On March 27, 2021, Mr. Phelan emailed the entire Board of Directors to inform them that MTI had begun the process of exploring a potential acquisition of HEL.

Between April 1 and April 12, 2021, the Exploratory Committee retained independent counsel, Moore & VanAllen, to represent the Exploratory Committee. The Exploratory Committee, aided by transaction counsel as well as its independent counsel, prepared an initial term sheet outlining the material terms of a proposal for MTI to acquire HEL, reflecting financial and other terms determined by Mr. Phelan following discussions with the other members of the Exploratory Committee and input from Mr. Lipman solely on format and minor structural provisions. On April 12, 2021, Mr. Phelan emailed the term sheet to Mr. Belizaire, and Messrs. Phelan, Lipman, and Belizaire met by conference call later that day to discuss the term sheet.

On April 12, 2021, the Exploratory Committee presented the current term sheet to the full Board of Directors at its meeting held on such date. On April 29, 2021, Mr. Belizaire sent to Mr. Phelan by email (copying the other two members of the Exploratory Committee and Mr. Lipman) a revised term sheet with respect to the proposed transaction. Between April 29 and May 21, 2021, the Exploratory Committee on behalf of MTI and EcoChain, and Mr. Belizaire on behalf of HEL, and their advisers, as well as Baker, Donelson, Bearman, Caldwell and Berkowitz, P.C. (“Baker Donelson”), MTI’s transaction counsel, negotiated the terms of two final term sheets with respect to the proposed acquisition, one with respect to the termination of the Operating and Management Agreements between EcoChain and HEL and one with respect to MTI’s acquisition of substantially all of the assets of HEL (other than those assets physically located in Morocco), which would be accomplished by HEL transferring the assets to be acquired by MTI to a newly-formed Delaware corporation, with the parent of such new corporation having the same ownership structure as HEL (we sometimes refer to the transactions to be effected pursuant to the two term sheets collectively as the “proposed transaction”).

Between April 2, 2021 and April 30, 2021, MTI conducted due diligence on HEL, primarily with respect to its organization structure.

On May 5, 2021, the Board of Directors established a special committee of the Board (the “Special Committee”) comprised of the three independent directors who had been appointed as the Exploratory Committee, Messrs. Phelan, Hazelip, and Madhavji, and authorized the Special Committee to, among other things, explore, strategic alternatives, including to negotiate, evaluate, investigate, and/or reject an acquisition of substantially all of the assets of HEL (other than those assets physically located in Morocco), including the authority to retain its own legal, financial, and other advisors.

On May 13, 2021, the Special Committee held a meeting attended by all three members thereof as well as Mr. Lipman, Wade Sample and Robert Rust of Moore & Van Allen, PLLC, outside counsel to the Special Committee, and Kevin Robertson of Baker Donelson, special transaction counsel to MTI, at which the participants discussed the proposed acquisition of HEL by MTI, including the most current draft of the term sheet for the proposed transaction and the proposed restructuring of HEL’s business related thereto. Thereafter, Messrs. Lipman and Robertson left the meeting so that the Special Committee could convene privately with its outside counsel. The Special Committee then discussed MTI’s potential need to select qualified investment banks to provide services in connection with the proposed transaction. Mr. Sample then provided the Special Committee with an overview of their fiduciary duties under Nevada law in connection with the proposed transaction followed by a discussion among the Special Committee members in that regard. Finally, Messrs. Madhavji and Hazelip delegated their authority on behalf of the Special Committee to Mr. Phelan to finalize the term sheet in a manner consistent with discussions during the meeting.

The Special Committee held another meeting on May 16, 2021, attended by all members thereof as well as Messrs. Sample and Rust. At this meeting, Mr. Phelan updated the other members of the Special Committee as to the proposed structure of the proposed transaction and the proposed restructuring of HEL’s business related thereto. Mr. Phelan also provided an update as to the status of the term sheet contemplated in connection with the proposed transaction, followed by a discussion by the members of the Special Committee regarding the proposed transaction, the proposed restructuring, and the term sheet.

The Board of Directors also held a meeting on May 16, 2021, at which the Special Committee provided an update to the Board on the proposed transaction, including the latest version of the term sheet.

On May 18th, 2021, SCI was incorporated in Delaware.

On May 20, 2021, the parties agreed to split the proposed transaction into two separate transactions and negotiated separate term sheets for each portion thereof – one for the termination of the Operating and Management Agreements between EcoChain and HEL and one to address MTI’s acquisition of certain assets of HEL. The rationale for the separate transactions was that the Special Committee and HEL reviewed the reorganization of HEL and upon further review determined that it was appropriate to have separate term sheets and negotiate them independently.

On May 21, 2021, HEL’s board of directors held a meeting to approve the signing of the term sheet between MTI and HEL.

MTI, EcoChain, and HEL executed the final term sheets on May 21, 2021.

On May 22, 2021, the members of the Board of Directors had a phone call during which Mr. Lipman explained the restructuring of HEL such that the assets (primary human capital assets) to be acquired by MTI would be transferred to a newly-formed Delaware corporation, SCI, that prior to the closing of the Merger would be owned by a holding company (referred to in this Proxy Statement as “Soluna Parent”) that would have a capital structure economically identical to that of HEL, as reflected in the applicable term sheet. Mr. Phelan circulated the final executed term sheets to the entire Board of Directors on May 24, 2021.

On May 24, 2021 the shareholders of HEL held a special meeting. At this meeting, Mr. Belizaire presented the final form of the restructuring memorandum of understanding between HEL and the shareholders of HEL setting out the terms and conditions of a reorganization of HEL and the formation of a U.S. corporation, later to be called Soluna Computing, Inc. The memorandum of understanding was approved by the shareholders and executed by each shareholder and HEL on May 27, 2021.

On May 28, 2021, the Special Committee held a meeting attended by all the members thereof as well as Messrs. Sample and Rust. At this meeting the Special Committee discussed the potential engagement of several investment banks to provide a fairness opinion to the Special Committee in connection with the proposed transaction, reviewed the conflicts disclosures provided by each such investment bank, and determined that there did not exist any material conflicts between MTI and any of the investment banks under consideration that would prohibit such investment banks from advising the Special Committee in connection with the proposed transaction. Ultimately, the Special Committee determined to engage Duff & Phelps to advise the Board of Directors and the Special Committee in connection with the proposed transaction. The Special Committee also discussed next steps in the process of consummating the proposed transaction. Mr. Phelan agreed to work with various advisors over the coming days and report back to the Special Committee.

On June 1, 2021, the members of the Special Committee, along with Mr. Lipman at the request of the Special Committee as a resource, met by telephone with a representative of Duff & Phelps to discuss the engagement of Duff & Phelps and determine what information Duff & Phelps would need from MTI in order to serve as MTI’s independent financial advisor in connection with the proposed transaction.

The Special Committee held a meeting on June 2, 2021, which was also attended by Messrs. Madhavji Hazelip, and Phelan, as well as Messrs. Sample and Rust. At this meeting, Mr. Phelan provided an update on, and the participants engaged in a robust discussion regarding, the status of the proposed transaction, key open deal points related thereto, and next steps. The Special Committee re-affirmed its support for the proposed transaction.

On June 2, 2021, MTI circulated an initial draft of the Termination Agreement to HEL for review. MTI received comments back from HEL on this draft on June 4, 2021. The parties and their advisors negotiated most of the final terms of the Termination Agreement through June 11, 2021, after which the parties and their advisors began preparing and negotiating the final terms of the other agreements with respect to the proposed transaction.

MTI and Duff & Phelps entered into the engagement letter on June 3, 2021, pursuant to which MTI retained Duff & Phelps to serve as independent financial advisor to the Board of Directors and the Special Committee to provide an opinion as to whether the Aggregate Consideration is fair, from a financial point of view, to MTI.

The Special Committee held a meeting on June 8, 2021, at which the members of the Special Committee discussed the then-current drafts of the proposed employment and consulting agreements to be entered into between (or with respect to) EcoChain and four HEL employees (later switched to a consulting agreement with respect to one of the HEL employees) and the amended and restated contingent rights agreement between MTI and HEL to be entered into in connection with the proposed transaction.

The Special Committee held a meeting on June 10, 2021, at which the members of the Special Committee discussed the then-current drafts of the proposed employment and consulting agreements and the Termination Agreement. Following discussion of these agreements, the Special Committee engaged in rigorous discussion regarding HEL’s request for an advance of approximately $250,000 in connection with the proposed transaction. The Special Committee approved such advance, subject to the requirement that any amounts not repaid to MTI prior to the closing of the proposed transaction be deducted from the purchase price thereof.

On June 16, 2021, the Special Committee held a meeting attended by all the members thereof as well as Messrs. Sample and Rust. Mr. Phelan provided a brief update on the status of the proposed transaction, following which the Special Committee engaged in robust discussion regarding whether to seek a reduction to the purchase price for the proposed transaction, based on recent changes to the value of certain cryptocurrencies, including Bitcoin. After reviewing Mr. Toporek’s recent discussions with Mr. Belizaire in this regard and robustly discussing the pros and cons of decreasing the purchase price of the proposed transaction, the Special Committee ultimately agreed that MTI should not seek a reduction to the purchase price because (i) the price of Bitcoin (while volatile) had recently rebounded and (ii) HEL indicated that entering re-negotiations regarding the purchase price would require re-negotiation of the current term sheet, thus materially jeopardizing MTI’s chances of effecting the proposed transaction on terms that it believed would be in the best interest of all MTI stockholders.

Thereafter, the Special Committee discussed drafts of documentation to be entered into in connection with the proposed transaction, including current drafts of the Amended and Restated Contingent Rights Agreement and the Merger Agreement. The Special Committee specifically discussed open items in the Merger Agreement, before deciding to submit the current draft of the Merger Agreement to HEL.

On June 18, 2021, the Special Committee circulated an initial draft of the Merger Agreement to HEL for review.

Between June 18, 2021 and August 11, 2021, the parties and their advisers negotiated the definitive Merger Agreement and other agreements with respect to the proposed transaction.

The Special Committee held a meeting on June 23, 2021, which all members of the Special Committee, Messrs. Sample and Rust and Jacob Newton of Moore & Van Allen, PLLC, outside counsel to the Special Committee, and Mr. Robertson, transaction counsel to MTI, attended. At the meeting, Mr. Phelan provided a brief update on the status of the proposed transaction, and Mr. Robertson provided an update as to the current draft of the Merger Agreement, including comments to the Merger Agreement proposed by HEL. The meeting participants then engaged in robust discussion regarding the Merger Agreement based on a detailed summary and legal analysis of certain material

open items offered by Mr. Robertson, including a discussion regarding the legal and commercial points proposed by HEL and the Special Committee’s responses thereto. The Special Committee, Mr. Sample, and Mr. Rust provided follow-up questions and feedback to Mr. Robertson’s update. Thereafter, the meeting participants decided to seek further clarification of the Merger Agreement’s open items. Mr. Robertson agreed to compile a list of questions and comments pertaining to the Merger Agreement, including those raised by the Special Committee, to be submitted to HEL’s counsel in order to continue to move the process forward.

The Special Committee held a meeting on June 28, 2021, that was attended by Messrs. Hazelip and Phelan. Messrs. Sample, Rust, and Robertson also attended this meeting. At the meeting, Mr. Phelan provided a brief update on the status of the proposed transaction, and Mr. Robertson updated the Special Committee on the current draft of the Merger Agreement, following which the Special Committee engaged in robust discussion on several open issues with respect to the Merger Agreement, and agreed that Mr. Robertson should compile a list of questions and comments with respect to open items regarding the current draft of the Merger Agreement to submit to HEL. The Special Committee also discussed the status of the expected MTI guarantee of EcoChain’s obligations under the employment and consulting agreements (as discussed under “Interests of Directors, Officers, and Others in the Proposed Transaction; Potential Conflicts of Interest – Employment and Related Agreements”) (the “MTI Guaranty”).

The Special Committee held a meeting on June 29, 2021, that was attended by all three members of the Special Committee as well as representatives of Duff & Phelps, and Edward Hirshfield, an independent Board member. At this meeting, Duff & Phelps reviewed with the Special Committee its preliminary financial analysis of the proposed transaction. The Special Committee engaged in a robust discussion regarding the preliminary financial analyses reviewed with them by Duff & Phelps.

The Special Committee held a meeting on July 1, 2021, attended by all the members thereof as well as Messrs. Rust and Robertson. Mr. Phelan provided a brief update on the status of the proposed transaction, after which the meeting participants engaged in a robust discussion regarding the current draft of the Merger Agreement. Mr. Robertson summarized, and the meeting participants reviewed, certain edits and updates to the Merger Agreement made since the Special Committee’s most recent meeting. The Special Committee members and Mr. Rust posed detailed questions regarding the definition and scope of certain terms and their use in the Merger Agreement. Mr. Robertson solicited feedback from the meeting participants regarding language to be incorporated into the next draft of the Merger Agreement to be submitted to HEL. The meeting participants also discussed applicable deadlines and MTI’s authority to extend such deadlines for projects made in connection with the Merger Agreement, as they relate to Active MW (as defined below under “— Terms of the Merger Agreement and the Merger — Merger Consideration”) production and the satisfaction of cost requirements under the Merger Agreement.

On July 8, 2021, the Board held a special meeting that was attended by all members of the Board as well as Jessica Thomas, MTI’s Chief Financial Officer, representatives of Duff & Phelps, and Kevin Robertson, Penny Somer-Greif, and Adrienne Greenberg of Baker Donelson. At this meeting, Mr. Phelan provided a brief update as to the status of the proposed transaction. After this update, the representatives of Duff & Phelps reviewed preliminary financial analysis of the proposed transaction that they had discussed with the Special Committee on June 29. Thereafter, Mr. Marusak and the rest of the Board briefly discussed Mr. Marusak’s review of the proposed employment and consulting agreements between (or with respect to) EcoChain and the HEL employees. The Board engaged in discussion regarding the operations of HEL and SCI after the execution of the Merger Agreement but before the Merger was effective, including their provision of interim strategic and management services to EcoChain while the Merger was pending.

On July 27, 2021, the Board held a special meeting that was attended by all members of the Board as well as Thomas Marusak, a member of the Board, Messrs. Sample and Rust of Moore & Van Allen, PLLC, outside counsel to the special committee, and Kevin Robertson of Baker Donelson, transactional counsel to MTI. At this meeting, Mr. Phelan provided a brief update as to the status of the proposed transaction. After this update, the meeting participants engaged in a robust discussion regarding the expiration of exclusivity between MTI and HEL in connection with the proposed transaction and the benefits to MTI of making a $150,000 aggregate exclusivity payment to HEL in return for an extension of exclusivity. The participants discussed MTI’s ongoing request for HEL to forego

third-party capital investment opportunities and the uncertainty of HEL continuing to engage in a transaction without an exclusivity payment being made. The special committee ultimately decided that it was in MTI’s best interest for MTI to provide the exclusivity payment to HEL. Mr. Marusak then provided an update as to the status of the employee benefits, compensation, and severance packages, as well as mechanisms to protect MTI, leading to a robust discussion among the meeting members. Lastly, the special committee briefly discussed and signed off on the current draft of the Amended and Restated Contingent Rights Agreement in connection with the proposed transaction.

During its meeting on August 8, 2021, at which all members of the Special Committee and Messrs. Sample, Rust, and Robertson were present, the Special Committee reviewed and considered the definitive Merger Agreement, the definitive Termination Agreement, and the other transaction agreements and the key terms included therein, copies of which were provided to each member of the Special Committee before the meeting. The Special Committee then discussed and determined that the proposed transaction, in light of the transaction agreements, was in the best interest of all stockholders, despite certain relationships between HEL and certain affiliates of MTI. Mr. Sample then discussed the Special Committee’s fiduciary duties with the committee, which was followed with robust discussion among the members.

Subject to receiving a Duff & Phelps’ opinion (which the committee understood, based on feedback from Mr. Phelan, would address the fairness, from a financial point of view, to MTI of the Aggregate Consideration to be issued and paid by MTI in the proposed transaction), at the conclusion of these presentations, and discussion and deliberation among the members of the Special Committee, and after considering all of the factors that it deemed relevant, the Special Committee unanimously (i) determined that the Merger Agreement and the Termination Agreement, and the transactions contemplated thereby, including the issuance of the shares of MTI Common Stock thereunder, were advisable, fair to, and in the best interests of MTI and its stockholders, (ii) adopted and approved, and recommended the submission to the Board of Directors for their adoption and approval, the Merger Agreement and the Termination Agreement, and the transactions contemplated thereby, including the issuance of the shares of MTI Common Stock thereunder and the other transactions contemplated thereby, (iii) recommended that the Board of Directors adopt, approve, and declare advisable, fair to, and in the best interests of MTI and its stockholders, the Merger Agreement, the Termination Agreement, and the transactions contemplated thereby, including the issuance of the shares of MTI Common Stock thereunder and the other transactions contemplated thereby, (iv) subject to such adoption and approval by the Board, recommended that the Board of Directors submit the Merger Agreement, the issuance of the shares of MTI Common Stock under the Merger Agreement and the Termination Agreement, and the issuance of the restricted stock units and the underlying shares of MTI Common Stock under the employment and consulting agreements to the stockholders of MTI and recommend that the stockholders of MTI that are entitled to vote on the matters approve (w) the Merger Agreement, (x) MTI’s issuance of up to 2,970,000 shares of MTI Common Stock pursuant to the Merger Agreement, (y) the issuance of 150,000 shares of MTI Common Stock pursuant to the Termination Agreement, and (z) the issuances of the restricted stock units and the underlying shares of MTI Common Stock pursuant to the employment and consulting agreements.

At its meeting on August 9, 2021, at which Messrs. Madhavji, Hazelip, Phelan, Marusak, Michaels, Toporek, Lipman, and Hirschfield were present, as well as Jessica Thomas, MTI’s Chief Financial Officer, representatives of Duff & Phelps, and Kevin Robertson and Adrienne Greenberg of Baker Donelson, the Board of Directors considered the definitive Merger Agreement and Termination Agreement, copies of which had been provided to the Board prior to the meeting. Mr. Phelan provided a brief update on the status of the Merger Agreement, the Termination Agreement, and the transactions contemplated thereby. After Mr. Phelan’s brief update, Mr. Phelan informed the Board that the special committee of independent directed created by the Board in connection with the Proposed Transaction had reviewed substantially final drafts of the agreements extending the term sheets for the proposed transaction, as well as the Merger Agreement and the Termination Agreement, and unanimously approved and recommended to the Board, the adoption and approval of the Merger Agreement and the Termination Agreement. A representative of Duff & Phelps reviewed with the Board Duff & Phelps’ updated preliminary financial analysis of the proposed transaction. After thanking the representative of Duff & Phelps Mr. Phelan suggested that the Board take a vote regarding the agreements extending the term sheets. Mr. Robertson reminded the Board of the interested director status of both Mr. Toporek and Mr. Lipman in this context, given their direct and indirect ownership interests in HEL. After Mr. Phelan’s explanation of the business reasons for the agreements to extend the term sheets, upon motion duly made and seconded, the Board unanimously voted to approve them. Also at this meeting, Mr. Phelan reviewed the Special Committee’s process for its review and adoption and approval of the transaction agreements and the transactions contemplated thereby, and relayed the Special Committee’s recommendation to the Board of Directors in this regard.

On August 10, 2021, the Board of Directors of HEL held a meeting at which HEL’s transaction counsels presented the proposed transaction with MTI. Questions were asked and the HEL board of directors voted to approve the Termination Agreement. Mr. Lipman abstained from the vote.

On August 10, 2021, the Board of Directors of SCI held a meeting at which SCI’s special transaction and corporate counsel presented the proposed transaction. The SCI Board held a vote (from which Matthew Lipman abstained) to approve the Merger Agreement. Subsequently, the SCI Board unanimously approved the Merger Agreement and to recommend the Merger Agreement to SCI’s shareholders for approval.

On August 11, 2021, the shareholders of SCI unanimously approved the Merger.

At its meeting on August 11, 2021, attended by the same members of the Board as attended the August 9, 2021 meeting, representatives of Duff & Phelps reviewed with the Board its financial analyses with respect to the transaction. Thereafter, at the request of the Special Committee and the Board, Duff & Phelps rendered its oral opinion (which oral opinion was subsequently confirmed in writing by delivery of Duff & Phelps’ written opinion dated the same date) to the effect that, subject to the assumptions, qualifications, limitations, and other matters considered by Duff & Phelps in connection with the preparation of its opinion, as of such date, the Aggregate Consideration to be issued and paid by MTI in the proposed transaction was fair, from a financial point of view, to MTI. With no objections from the Board and after robust discussion, Mr. Phelan briefly discussed the special committee’s review of the Merger Agreement and Termination Agreement, and the special committee’s approval for vote by the Board. The Board then unanimously (i) determined that the Merger Agreement and the Termination Agreement, and the transactions contemplated thereby, including the proposed transaction and the issuance of the shares of MTI Common Stock thereunder, were advisable, fair to, and in the best interests of MTI and its stockholders, (ii) adopted and approved the Merger Agreement and the Termination Agreement, and the transactions contemplated thereby, including the issuance of the shares of MTI Common Stock thereunder and the other transactions contemplated thereby, (iii) directed for submission to MTI’s stockholders the approval of the Merger Agreement, the issuance of the shares of MTI Common Stock under the Merger Agreement and the Termination Agreement, and the issuance of the restricted stock units and the underlying shares of MTI Common Stock under the employment and consulting agreements, and (iv) recommended that the stockholders of MTI that are entitled to vote on the matters approve (w) the Merger Agreement, (x) MTI’s issuance of up to 2,970,000 shares of MTI Common Stock pursuant to the Merger Agreement, (y) the issuance of 150,000 shares of MTI Common Stock pursuant to the Termination Agreement, and (z) the issuances of the restricted stock units and the underlying shares of MTI Common Stock pursuant to the employment and consulting agreements.

The parties executed the Termination Agreement and the Merger Agreement on August 11, 2021.

Following the close of trading markets on August 12, 2021, MTI issued a press with respect to its entry into the Merger Agreement and the Termination Agreement.

Recommendation of the Special Committee and Its Reasons for the Proposed Transaction

The Special Committee, in evaluating and negotiating the proposed transaction, including the terms and conditions of the Merger Agreement and the Termination Agreement, consulted with the Special Committee’s independent legal and financial advisors and MTI’s transaction counsel. The Special Committee determined that the Termination Agreement, the Merger Agreement, and the transactions contemplated thereby, including the Merger, and the issuance of shares of MTI Common Stock thereunder, were advisable, fair to, and in the best interests of, MTI and its stockholders.

The Special Committee held 13 meetings to discuss, among other things, the proposed transaction, including the terms and conditions of the Merger Agreement, the Termination Agreement, and the transactions contemplated thereby, including the issuance of the shares of MTI Common Stock thereunder. In the course of its determination and making its recommendations, the Special Committee considered, in consultation with its financial and legal advisors, information with respect to MTI’s and HEL’s financial condition, results of operations, businesses, competitive position, and business strategy, on a historical and prospective basis, as well as current industry, economic, and market conditions and trends.

The Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Board of Directors:

The Special Committee also weighed the factors described above against the following factors and risks that generally weighed against entering into the Merger Agreement and the Termination Agreement, and the related recommendation to the Board of Directors (which factors and risks are not necessarily presented in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Special Committee unanimously concluded that the potential benefits of the proposed transaction outweighed any negative or unfavorable considerations and determined that the Termination Agreement, the Merger Agreement, and the transactions contemplated thereby are advisable and fair to, and in the best interests of, MTI and the MTI stockholders.

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but is intended to reflect an overview of the material factors that the Special Committee considered. In view of the variety of information and factors considered in connection with its evaluation of the proposed transaction and the complexity of these matters, the Special Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, individual members of the Special Committee may have given differing weights to different factors. Rather, the Special Committee based its recommendation on the totality of the information presented to and considered by it. Overall, the Special Committee believed that the positive factors supporting the proposed transaction outweighed the negative factors it considered and made its unanimous recommendation on the totality of the information presented.

Recommendation of the Board of Directors; Reasons for the Recommendation

Upon the recommendation of the Special Committee, the Board of Directors unanimously approved the Termination Agreement, the Merger Agreement, and the transactions contemplated thereby, including the Merger, and the issuance of shares of MTI Common Stock thereunder, and determined that they were advisable and fair to, and in the best interests of, MTI and its stockholders. The Board of Directors based its determination primarily on:

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive but is intended to reflect an overview of the material factors that the Board of Directors considered in its evaluation of the proposed transaction. In view of the variety of information and factors considered in connection with its evaluation of the business combination and the complexity of these matters, the Board of Directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, individual members of the Board may have given differing weights to different factors. Rather, the Board of Directors based its recommendation on the totality of the information presented to and considered by it. Overall, the Board of Directors believed that the positive factors supporting the proposed transaction outweighed the negative factors it considered and made its unanimous recommendation on the totality of the information presented.

There can be no certainty that the above benefits of the Merger anticipated by the Special Committee and the Board of Directors will occur. Actual results may vary materially from those anticipated. For more information on the factors that could affect actual results, see “— Risks Related to the Proposed Transaction” and “Cautionary Note Regarding Forward-Looking Statements.”

Opinion of MTI’s Financial Advisor

On August 11, 2021, Duff & Phelps, rendered its oral opinion to the Board (which oral opinion was subsequently confirmed in writing by delivery of its written opinion dated the same date) to the effect that, subject to the assumptions, qualifications, limitations, and other matters considered by Duff & Phelps in connection with the preparation of its

opinion, as of such date, the Aggregate Consideration to be issued and paid by MTI in the proposed transaction was fair, from a financial point of view, to MTI.

The full text of Duff & Phelps’ opinion is included as Annex C to this Proxy Statement and describes the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by Duff & Phelps. The summary of Duff & Phelps’ opinion in this Proxy Statement is qualified in its entirety by reference to the full text of the opinion. The opinion was furnished for the benefit of the Special Committee (in its capacity as such) in connection with the Special Committee’s consideration of the proposed transaction, and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent. Neither Duff & Phelps’ opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement is intended to be or constitutes a recommendation to any stockholder of MTI as to how such holder should act with respect to the proposed transaction.

Duff & Phelps’ opinion: (i) did not address the merits of the underlying business decision to enter into the proposed transaction versus any alternative strategy or transaction; (ii) did not address any transaction related to the proposed transaction; (iii) was not a recommendation as to how the Board, the Special Committee, or any stockholder should vote or act with respect to any matters relating to the proposed transaction, or whether to proceed with the proposed transaction or any related transaction; (iv) did not address the fairness of the Merger Consideration or the Termination Consideration taken separately or the fairness of the Merger Consideration relative to the fairness of the Termination Consideration; and (v) did not indicate that the Aggregate Consideration being issued and paid was the best possibly attainable under any circumstances; instead, it merely stated whether the Aggregate Consideration in the proposed transaction was within a range suggested by certain financial analyses. The decision as to whether to proceed with the proposed transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which Duff & Phelps’ opinion was based.

In connection with its opinion, Duff & Phelps made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market, and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

Assumptions, Qualifications and Limiting Conditions

In performing its analyses and rendering its opinion with respect to the proposed transaction, Duff & Phelps, with MTI’s consent:

To the extent that any of the foregoing assumptions or any of the facts on which Duff & Phelps’ opinion is based prove to be untrue in any material respect, its opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of its opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market, and economic conditions, and other matters, many of which are beyond the control of any party involved in the proposed transaction.

With the Special Committee’s consent, with respect to MTI: (i) Duff & Phelps reviewed the Company Projections (for the fiscal years ending December 31, 2021 through 2023) for informational purposes, but Duff & Phelps did not conduct a discounted cash flow analysis of MTI, because management MTI advised Duff & Phelps that long-term financial projections reflecting the best currently available estimates and judgments of such management with respect to the future financial performance of MTI were not available; (ii) Duff & Phelps reviewed the publicly-available financial information of certain companies with publicly-traded equity securities for informational purposes, but Duff & Phelps did not rely upon such review for purposes of its analyses or opinion, because Duff & Phelps was not able to identify a sufficient number of companies with publicly-traded equity securities that Duff & Phelps deemed sufficiently similar to MTI; and (iii) Duff & Phelps did not conduct an analysis of the publicly-available financial terms of transactions for purposes of its analyses or opinion, because Duff & Phelps was not able to identify a sufficient number of transactions with publicly-available financial terms involving acquisition targets that Duff & Phelps deemed sufficiently similar to MTI. Accordingly, with the Special Committee’s consent, (i) Duff & Phelps did not conduct any financial analyses with respect to MTI or the MTI Common Stock and (ii) for purposes of its analyses and opinion, Duff & Phelps assumed that the shares of MTI Common Stock comprising the Aggregate Consideration had a value equal to $7.43 per share, based on the closing price per share of MTI Common Stock as of August 10, 2021.

With the Special Committee’s consent, with respect to SCI: (i) Duff & Phelps did not conduct an analysis of the publicly-available financial information of companies with publicly-traded equity securities, because Duff & Phelps was not able to identify a sufficient number of such companies that Duff & Phelps deemed sufficiently similar to SCI for purposes of its analyses or opinion; and (ii) Duff & Phelps reviewed the publicly-available financial terms of certain transactions for informational purposes, but Duff & Phelps did not rely upon such review for purposes of its analyses or opinion, because Duff & Phelps was not able to identify a sufficient number of transactions with publicly available financial terms involving acquisition targets that Duff & Phelps deemed sufficiently similar to SCI.

Duff & Phelps prepared its opinion, effective as of the date thereof. Duff & Phelps’ opinion was necessarily based upon market, economic, financial, and other conditions as they existed and could be evaluated as of the date of the opinion, and Duff & Phelps disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which could come or be brought to the attention of Duff & Phelps after the date of its opinion. As the Special Committee was aware, the credit, financial, and stock markets had been experiencing unusual volatility and Duff & Phelps expressed no opinion or view as to any potential effects of such volatility on MTI, EcoChain, SCI, HEL, or the proposed transaction.

Duff & Phelps did not evaluate MTI’s, EcoChain’s, SCI’s, or HEL’s solvency or conduct an independent appraisal or physical inspection of any of MTI’s, EcoChain’s, SCI’s, or HEL’s specific assets or liabilities (contingent or otherwise).

Duff & Phelps was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the proposed transaction, the assets, businesses, or operations of MTI, EcoChain, SCI, or HEL, or any alternatives to the proposed transaction, (ii) negotiate the terms of the proposed transaction, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from MTI’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement, the Termination Agreement, and the proposed transaction, or (iii) advise the Board, the Special Committee, or any other party with respect to alternatives to the proposed transaction.

Duff & Phelps did not express any opinion as to the market price or value of any of MTI’s, EcoChain’s, SCI’s, or HEL’s securities (or anything else) following the announcement or the consummation of the proposed transaction. Duff & Phelps’ opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of MTI’s, EcoChain’s, SCI’s, or HEL’s credit worthiness, as tax advice, or as accounting advice. Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering its opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of MTI’s, EcoChain’s, SCI’s or HEL’s, officers, directors, or employees, or any class of such persons, relative to the Aggregate Consideration to be issued and paid by MTI in the proposed transaction, or with respect to the fairness of any such compensation arrangements.

Summary of Material Financial Analyses by Duff & Phelps

Set forth below is a summary of the material financial analyses performed by Duff & Phelps in connection with providing its opinion to the Special Committee. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, neither its opinion nor Duff & Phelps’ underlying analysis is susceptible to partial analysis or summary description. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any particular factor considered by it, but rather made qualitative judgments as to the significance and relevance of each factor. Accordingly, Duff & Phelps’ analysis must be considered as a whole and selecting only some of the factors considered by it in rendering its opinion, without considering all factors, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps was based on its analysis and all factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

Assumed Value of the Aggregate Consideration. With the Special Committee’s consent, Duff & Phelps did not conduct any financial analyses of MTI or the MTI Common Stock and did not consider any potential implications of MTI’s proposed issuance of 9.0% Series A Cumulative Perpetual Preferred Stock of MTI. At MTI’s direction, Duff & Phelps assumed that 1,485,000 of the shares of MTI Common Stock comprising the Merger Consideration would be issued to SCI equity holders on June 30, 2022 and the remaining 1,485,000 such shares would be issued to SCI equity holders on January 31, 2023. In addition, with the Special Committee’s consent, Duff & Phelps assumed the shares of MTI Common Stock comprising the Merger Consideration would have a value equal to $7.43 per share, the closing price of the MTI Common Stock as of August 10, 2021. Accordingly, Duff & Phelps assumed an aggregate value for the Merger Consideration, together with the 150,000 shares of MTI Common Stock being issued as Termination Consideration, of $23,182,000 and an aggregate value for the Aggregate Consideration, inclusive of the $725,000 cash portion of the Termination Consideration, of $23,907,000.

Discounted Cash Flow Analysis of SCI. Duff & Phelps performed a discounted cash flow analysis of SCI by calculating the estimated net present value of the projected free cash flows of SCI. For purposes of this analysis, Duff & Phelps took into account the SCI Projections prepared by SCI management and approved for use in Duff & Phelps’ analyses by the Special Committee. In addition, for purposes of this analysis, Duff & Phelps applied discount rates ranging from 30% to 35% and a terminal growth rate of 0%. The discounted cash flow analyses indicated an implied aggregate equity value reference range for SCI of approximately $5,000,000 to $60,000,000.

Discounted Cash Flow Analysis of O&M Termination Cost Savings. Duff & Phelps performed a discounted cash flow analysis for the O&M Termination Cost Savings by calculating the estimated net present value of the projected unlevered free cash flows to be paid by MTI to HEL pursuant to the Operating and Management Agreements between

EcoChain and HEL to be terminated in connection with the proposed transaction. For purposes of this analysis, Duff & Phelps took into account the O&M Termination Projections prepared by Company management and approved for use in Duff & Phelps’ analyses by the Special Committee. In addition, for purposes of this analysis, Duff & Phelps applied discount rates ranging from 20% to 25% and no terminal value. The discounted cash flow analyses indicated an implied aggregate value reference range for the O&M Termination Cost Savings of approximately $4,000,000 to $4,400,000.

Comparison to Assumed Value of Aggregate Consideration. The discounted cash flow analyses of SCI and the O&M Termination Cost Savings indicated an implied aggregate value reference range for SCI and the O&M Termination Cost Savings of approximately $9,000,000 to $64,400,000, as compared to the assumed value of the Aggregate Consideration of $23,907,000.

Other Matters

Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in complex valuation, dispute and legal management consulting, M&A, restructuring, and compliance and regulatory consulting. Since 2005, Duff & Phelps has rendered over 1,000 fairness opinions in transactions aggregating more than $425 billion and is regularly engaged in the valuation of businesses and securities in the preparation of fairness opinions in connection with mergers, acquisitions, and other strategic transactions.

Duff & Phelps was retained by MTI to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to MTI of the Aggregate Consideration to be issued and paid by MTI in the proposed transaction. Pursuant to the terms of its engagement, Duff & Phelps became entitled to a fee of $175,000 for its services, half of which became payable in connection with its engagement and the remainder of which became payable upon Duff & Phelps informing the Special Committee that it was prepared to deliver its opinion. No portion of Duff & Phelps’ fee is contingent upon either the conclusion expressed in its opinion or whether the proposed transaction is successfully consummated. Furthermore, Duff & Phelps is entitled to be paid additional fees at Duff & Phelps’ standard hourly rates for any time incurred should Duff & Phelps be called upon to support its findings subsequent to the delivery of its opinion. MTI has also agreed to reimburse Duff & Phelps for its out-of-pocket expenses and reasonable fees and expenses of counsel, consultants and advisors retained by Duff & Phelps in connection with the engagement. MTI has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement.

Other than this engagement, during the two years preceding the date of its opinion, Duff & Phelps did not have any material relationship with any party to the proposed transaction for which Duff & Phelps received compensation or is intended to receive compensation, nor was any such material relationship or related compensation mutually understood to be contemplated.

MTI retained Duff & Phelps based on their thorough proposal, strong reputation, ability to assess the value of complicated transactions, and ability to meet the timeline of the proposed transaction.

Interests of Directors, Officers, and Others in the Proposed Transaction; Potential Conflicts of Interest

In considering the recommendation of the Board of Directors to MTI’s stockholders to vote in favor of the approval of the Merger Agreement, the issuance of share of MTI Common Stock pursuant to the Termination Agreement and the Merger Agreement, and MTI’s issuances of restricted stock units and the underlying shares of MTI Common Stock pursuant to the employment agreements and the consulting agreement, and the other matters to be acted upon by MTI stockholders at the Special Meeting, MTI’s stockholders should be aware that certain of MTI’s executive officers and directors have interests in the these matters that may be different from, in addition to, or may conflict with the interests of MTI’s stockholders. In addition, certain equity holders, members of management, and directors of HEL, SCI, and Soluna Parent may have interests in the proposed transaction in addition to their interests as stockholders of SCI and/or Soluna Parent. The Special Committee and the Board of Directors were aware of these factors and considered them, among other factors, in approving the Termination Agreement, the Merger Agreement, and the transactions contemplated thereby, including the Merger, and the issuance of shares of MTI Common Stock thereunder and the issuance of restricted stock units and the underlying shares of MTI Common Stock under the employment and consulting agreements.

Several of HEL’s and Soluna Parent’s equity holders are affiliated with Brookstone Partners, LLC, the investment firm that holds an equity interest in MTI through Brookstone XXIV; as of the date of this Proxy Statement, Brookstone XXIV owns 3,750,000 shares of MTI Common Stock, or 29.5% of the outstanding shares of MTI Common Stock.

In addition, Michael Toporek, MTI’s Chief Executive Officer and a director, has also served as Managing General Partner of Brookstone Partners since 2003. As part of MTI’s sale of 3,750,000 shares of MTI Common Stock to Brookstone XXIV in October 2016, Brookstone XXIV has two designated directors that sit on the Board; Mr. Toporek is one such director. As of the date of this Proxy Statement, Mr. Toporek owns (i) 90% of the equity of Soluna Technologies Investment I, LLC, which owns 59.9% of the equity of HEL (or 57.9% on a fully diluted basis) and (ii) 100% of the equity of MJT Park Investors, Inc., which owns 3.72% of the equity of HEL (or 3.04% on a fully-diluted basis). Mr. Toporek does not own directly, or indirectly, any equity interest in Tera Joule, LLC, which owns 7.49% of the equity of HEL (or 7.09% on a fully diluted basis), however, as a result of his 100% ownership of Brookstone IAC, Inc., which is the manager of Tera Joule, LLC, he has dispositive power over the equity interests that Tera Joule owns in HEL.

Matthew E. Lipman is the second Brookstone XXIV-designated director on the Board of Directors. He has served as Managing Director of Brookstone Partners since 2004. Mr. Lipman serves as a director and as Secretary of HEL and SCI as well as President of HEL. While Mr. Lipman does not directly own any equity interest in Tera Joule, as a result of his position as a director and officer of Brookstone IAC, Inc. he has dispositive power over the equity interests that Tera Joule owns in HEL.

Finally, from January 13, 2020 until March 4, 2021, when he resigned from this position, MTI director William P. Phelan served as a director on HEL’s board of directors on behalf of MTI. Following his resignation as a director, Mr. Phelan serves as an observer on the HEL board of directors

As a result of the relationships and transactions set forth above, the approximate dollar value of the amount of Mr. Toporek’s and Mr. Lipman’s interest in MTI’s transactions with HEL during the year ended December 31, 2020, was $631,000 and $0, respectively. During the six months ended June 30, 2021, the approximate dollar value of the amount of Mr. Toporek’s and Mr. Lipman’s interest in MTI’s transactions with HEL was $98,000 and $0, respectively.

MTI’s investment in HEL is carried at the cost of investment and was $750,000 as of June 30, 2021. MTI owns approximately 1.83% of HEL, calculated on a converted fully-diluted basis, as of June 30, 2021.

No Golden Parachute or Other Compensation Payable to Executive Officers of HEL, SCI, Soluna Parent, or MTI

None of HEL’s, SCI’s, Soluna Parent’s, or MTI’s executive officers will receive any type of “golden parachute” or other compensation that is based on or that otherwise relates to the Merger.

Employment, Consulting, and Related Agreements

The Merger Agreement provides that in connection with the Merger, EcoChain will enter into employment agreements with John Belizaire, Chief Executive Officer of SCI and a director of SCI and HEL, Phillip Ng, Vice President, Corporate Development of SCI, Dipul Patel, Chief Technology Officer of SCI, and a consulting agreement with ML&K Contractor, a limited liability company organized under the laws of the Kingdom of Morocco and that is owned by Mohammed Larbi Loudiyi, Vice President of SCI, and his wife, to retain the services of Mr. Loudiyi (or subordinates working under his direct supervision), pursuant to which they will become employees of or provide services to, and become the management of, the surviving corporation. These four persons are equity owners of HEL and Soluna Parent (which owns 100% of SCI) and constitute all of the employees of HEL and of SCI.

Pursuant to the employment agreements, Mr. Belizaire will serve as President or as President and Chief Executive Officer of EcoChain, Mr. Ng will serve as Vice President Corporate Development of EcoChain, and Mr. Patel will serve as Chief Technology Officer of EcoChain. Pursuant to a consulting agreement with ML&K Contractor, Mr. Loudiyi (or subordinates working under his direct supervision) will oversee EcoChain’s Energy and Project Development teams with the goal of achieving EcoChain’s annual targets for deployment of data centers globally. Each employment agreement and the consulting agreement will provide for an initial term beginning on the effective date of the Merger and ending 36 months thereafter and, unless either party provides written notice that the agreement will not be renewed, will be automatically renewed for an additional 12-month period on the third and each subsequent anniversary date of the effective date of the Merger.

Each employment agreement and the consulting agreement will provide for an annual base salary (or, with respect to the consulting agreement, a monthly consulting fee), an annual cash performance bonus, an annual restricted stock unit (“RSUs”) grant, and a one-time grant of RSUs as follows:

The amount of the annual performance bonus each employee will actually receive will be based on his attainment of company and/or personal performance objectives (“key performance objectives”) approved by the Board of Directors with respect to each such employee for each calendar year, with the performance bonus prorated on a proportionate basis if such employee (or Mr. Loudiyi) achieves at least 75%, but less than 100%, of the applicable key performance objectives.

Each of the annual RSU awards will vest on a proportionate basis if the employee (or Mr. Loudiyi) achieves at least 75% of his applicable key performance objectives, with the RSUs becoming fully vested if he achieves 100% of such key performance objectives. Any unvested RSUs pursuant to an annual grant will become fully vested upon the employee’s (or Mr. Loudiyi’s) termination by EcoChain without Cause or by the employee (or Mr. Loudiyi) for Good Reason, or upon a Change of Control if the employee remains employed with or, with respect to the consulting agreement, if Mr. Loudiyi continues to provide services to, EcoChain through the effective date of the Change of Control, each as defined in the applicable employment or consulting agreement.

The agreements provide that MTI will issue the RSUs constituting the one-time sign-on bonus within 60 days following the effective date of the Merger, subject to the employee’s continued employment on the date of issuance. Thirty-three and one-third percent of such RSUs will vest on the 12-month anniversary of the date of grant, with the remaining 66 2/3% to vest one-twenty-fourth upon the last day of each complete month after the 12-month anniversary of issuance, in each case assuming the employee or consult is still providing services to EcoChain in the capacity of an employee, officer, director, consultant or advisor on the applicable vesting date and subject to any other terms and conditions as may be set forth in the award agreement with respect thereto.

The employment agreements between EcoChain and Messrs. Belizaire, Ng, and Patel, as well as the consulting agreement between EcoChain and ML&K Consultant, will provide that the employee’s or consultant’s employment or engagement, as applicable, terminates immediately upon the employee’s or consultant’s death or the determination that the employee or consultant is Disabled, as defined in the agreement. In addition, EcoChain may terminate each employee’s employment or the consultant’s engagement for or other than for Cause and each employee may terminate their employment and the consultant may terminate their engagement for or other than for Good Reason. If EcoChain terminates the employee’s employment or the consultant’s engagement other than for Cause or the employee or consultant terminates their employment or engagement, as applicable, for Good Reason, then in addition to any accrued salary or consulting fees and other payments and benefits earned to date, assuming the employee or consultant has executed and delivered to EcoChain a general release of claims and does not revoke or breach any provision thereof, the employee or consultant will receive: (i) a severance payment equal to their then-current base salary or monthly consulting fees for a period of six-months; (ii) any amount of their performance bonus earned for the most recently-completed calendar year based on attainment of the applicable key performance objectives for such year, to the extent unpaid as of their termination date; (iii) any amount of their performance bonus earned for the current calendar year based on attainment of the applicable key performance objectives for such year, prorated based on the number of days the employee was employed or the consultant was engaged during such year; and (iv) for the employees only and excluding the ML&K consultant, if the employee is eligible for and elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), continued copayment by EcoChain for the employee’s coverage under EcoChain’s group health plan during the 18-month period following the termination of their employment to the same extent that it was paying for such coverage immediately prior to their termination.

The employment and consulting agreements also will provide that EcoChain will enter into a Proprietary Rights and Restrictive Covenants Agreement with each of Messrs. Belizaire, Ng, and Patel and ML&K Contractor, individually, that will contain provisions with respect to safeguarding EcoChain’s proprietary and confidential information, as well as non-solicitation and non-compete provisions.

In addition, pursuant to the MTI Guaranty to be entered into between MTI and each of Messrs. Belizaire, Ng, and Patel and ML&K Contractor, individually, MTI will guarantee the full and prompt payment and performance of EcoChain’s obligations under each of their employment or consulting agreements with EcoChain, as each such employment or consulting agreement may be amended from time to time.

Indemnification

Pursuant to the terms of the Merger Agreement, MTI has agreed that it will indemnify and hold harmless each holder of SCI Common Stock as of immediately prior to the effective time of the Merger, which we refer to in this Proxy Statement as the “Effective Time Holders” and which we expect Soluna Parent to be the sole such Effective Time Holder, and their respective affiliates, subsidiaries, directors, officers, stockholders, partners, managers, members, employees, agents, representatives, successors, and assigns, from and against any and all losses, liabilities, claims, damages (including, without limitation, incidental and consequential damages), costs (including, without limitation, court costs), and expenses (including, without limitation, expenses of investigation and defense and reasonable attorneys’ fees) that they incur as a result of or in connection with (i) any inaccuracy in or breach of (or alleged inaccuracy in or breach of) any representation, warranty, covenant, or agreement of MTI or Merger Sub contained in the Merger Agreement and/or the other agreements, documents, instruments, and certificates contemplated thereby (collectively, the “Acquisition Documents”), and/or (ii) the operation or conduct of the surviving corporation’s business after the effective time of the Merger (excluding any actions or omissions of Messrs. Belizaire, Loudiyi, Ng, and/or Patel as an employee or independent contractor of the surviving corporation).

Board Positions and Compensation

Upon consummation of the Merger, John Belizaire, Chief Executive Officer of SCI and a director of SCI and HEL, and John Bottomley, a director of HEL and SCI, will be elected to the Board of Directors and will be entitled to compensation in such capacity on the same basis as MTI’s other directors. Currently, each non-employee director of MTI receives cash compensation of $10,000 per year, with additional consideration for the lead independent director of $5,000 per year. Directors are also eligible for equity grants as may be authorized by the compensation committee of the Board of Directors.

In addition, MTI intends to enter into indemnification agreements with its current directors pursuant to which MTI will agree to advance to and indemnify against, to the fullest extent permitted by applicable law, each such director all expenses, including all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on such directors as a result of the actual or deemed receipt of any payments under the indemnification agreement, Employee Retirement Income Security Act of 1974 excise taxes and penalties, and all other disbursements, obligations, or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding in which such director was, is, or will be involved as a party, potential party, non-party witness, or otherwise by reason of his or her status as, by reason of any action taken by such director (or a failure to take action by such director) or of any action (or failure to act) on the director’s part while acting pursuant to the director’s position as a director, trustee, partner, managing member, officer, employee, agent, or fiduciary of MTI or of any other enterprise that such director is or was serving at the request of MTI, other than a proceeding by or in the right of MTI to procure a judgment in its favor. MTI anticipates that it will enter into a similar indemnification agreement with each of Messrs. Belizaire and John Bottomley upon their election to the Board of Directors or, if we have not yet entered into such agreements with our current Board members at such time, when MTI enters into such agreements with its current Board members.

Terms of the Merger Agreement and the Merger

Upon completion of the Merger as set forth in the Merger Agreement, Merger Sub will be merged with and into SCI and the separate legal existence of Merger Sub will cease, with SCI as the surviving corporation becoming a wholly-owned subsidiary of MTI’s wholly-owned subsidiary EcoChain; we sometimes refer to SCI after the effective time of the Merger as the “surviving corporation.” All of the assets, properties, rights, privileges, powers, and franchises of SCI and Merger Sub shall vest in the surviving corporation and all of the debts, liabilities, obligations, restrictions, and duties of SCI and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties

of the surviving corporation. Pursuant to the Merger Agreement, the certificate of incorporation and bylaws of the surviving corporation shall be amended and restated to read the same as the certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the effective time of the Merger, provided that references in such documents to Merger Sub shall be amended to refer to the name of the surviving corporation as specified by MTI. Further, the directors of the surviving corporation shall be the directors of Merger Sub as of immediately prior to the effective time of the Merger, and the initial officers of the surviving corporation shall be the officers of SCI as of immediately prior to the effective time of the Merger, until their respective successors are duly elected or appointed and qualified, as applicable.

Merger Consideration

Under the terms of the Merger Agreement, if the Merger is completed, each share of SCI Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than shares of SCI Common Stock owned by SCI, Merger Sub, MTI, or any of their subsidiaries, will, upon the effective time of the Merger, be cancelled and extinguished and automatically converted into the right to receive a proportionate share of the Merger Consideration if, as, and when due and payable, upon surrender by the holder thereof of the certificate representing such shares of SCI Common Stock in the manner provided in the Merger Agreement.

Any shares of capital stock of SCI held by SCI or owned by Merger Sub, MTI, or any of their subsidiaries immediately prior to the effective time of the Merger, as well as any other shares of SCI capital stock and any warrants, options, units, or other rights to purchase or acquire shares of capital stock of SCI, that are outstanding immediately prior to the effective time of the Merger will be cancelled and extinguished upon the effective time of the Merger without consideration therefor or conversion thereof.

The consideration payable to the Effective Time Holders, which we refer to in this Proxy Statement as the “Merger Consideration,” subject to the qualifications and limitations discussed below, is an aggregate of up to 2,970,000 shares of MTI Common Stock (the “Merger Shares”), subject to adjustment as discussed below, payable if, within five years after the effective time of the Merger, EcoChain or SCI directly or indirectly (other than pursuant to a Portfolio Acquisition) achieves one or more Active MW from Qualified Projects in which the Cost Requirement is satisfied, in which case MTI will issue to the Effective Time Holders 19,800 Merger Shares for each such one Active MW, up to a maximum of 150 Active MW for a total of up to 2,970,000 Merger Shares, where:

equal to $30/MWh, subject to adjustment on January 1, 2023 and on each January 1 thereafter based on the PPI Index as of the applicable adjustment date;

The Merger Consideration and the timing of the payment thereof is subject to the following qualifications and limitations:

incorporation or to create a holding company that will be owned in the same proportions by the persons who held MTI’s or EcoChain’s securities immediately prior to such transaction; and

The number of Merger Shares is also subject to customary anti-dilution adjustments in the event of any stock split, stock consolidation, stock dividend, or similar event involving the shares of MTI Common Stock.

MTI Common Stock

Each share of MTI Common Stock outstanding immediately prior to the consummation of the Merger will remain outstanding after and be unchanged by the Merger.

Effective Date

The Merger will take effect when the certificate of merger with respect thereto is filed with the Secretary of State of the State of Delaware, which will only happen after all conditions, including obtaining stockholder and regulatory approval, have been fulfilled or waived, or as soon as practicable thereafter as MTI and SCI may mutually select. By law, however, stockholder approvals cannot be waived. We presently expect to close the Merger on October 29, 2021, subsequent to the adjournment of the Special Meeting. See “ — Conditions to the Merger.”

Representations and Warranties

The Merger Agreement contains a number of customary representations and warranties made by SCI, on the one hand, and MTI and Merger Sub, on the other hand. The representations and warranties were made by the parties as of the date of the Merger Agreement and survive for a period of three years following the closing of the Merger. Certain of these representations and warranties are subject to specified exceptions and qualifications contained in the Merger Agreement and qualified by information with respect to each of SCI and MTI and/or Merger Sub, as applicable, set forth in the disclosure schedules delivered by the parties in connection with the Merger Agreement.

Representations and Warranties of SCI

The Merger Agreement includes representations and warranties of SCI relating to, among other things:

Representations and Warranties of MTI and Merger Sub

The Merger Agreement includes representations and warranties of MTI and Merger Sub relating to, among other things:

Conduct of SCI’s Business Pending the Merger

SCI has agreed to certain restrictions on it and the conduct of its business until the earlier of the termination of the Merger Agreement or the effective time of the Merger. Except as agreed to in writing by MTI, SCI has agreed to (i) carry on its business in the usual, regular, and ordinary course, consistent with past practice, and in compliance in all material respects with all applicable laws and regulations, (ii) pay its debts and taxes in the ordinary course of business, consistent with past practice, subject to good faith disputes over such debts or taxes, (iii) pay or perform other material obligations in the ordinary course of business consistent with past practice, (iv) use its commercially reasonable efforts, consistent with past practice, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees, (C) collect its accounts receivable and any other amounts payable to it when due and otherwise enforce any obligations owed to it by others substantially in accordance with their terms, and (D) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings, and (v) promptly notify MTI of any material event involving its business or operations. Without limiting the generality of the foregoing, until the termination of the Merger Agreement or the effective time of the Merger, unless permitted by the Merger Agreement SCI may not, without the prior written consent of MTI:

No Solicitation of Other Transactions

In the Merger Agreement, SCI agreed that, through the earlier of the closing of the Merger or the termination of the Merger Agreement, neither SCI nor any of its directors, officers, stockholders, affiliates, employees, agents, or representatives, will:

SCI has also agreed to notify MTI promptly if it receives any acquisition proposal or offer, or any inquiry or other contact with respect thereto, and to not release any individual or entity from, or waive any provision of, any confidentiality or standstill agreement to which SCI is a party without the prior written consent of MTI.

Other Covenants and Agreements

SCI also agreed in the Merger Agreement, among other things, to:

MTI and SCI jointly agreed in the Merger Agreement, among other things, to:

In addition, MTI, Merger Sub, and SCI jointly agreed in the Merger Agreement, among other things:

Finally, MTI agreed in the Merger Agreement that until the earlier of the termination of the Merger Agreement pursuant to its terms or the effective time of the Merger, it will (except as expressly contemplated by the Merger Agreement or with SCI’s prior written consent) promptly apply for or otherwise seek, and use its commercially reasonable efforts to obtain, all consents and approvals, and make all filings, required for MTI and Merger Sub to consummate the Merger.

Conditions to the Merger

Each of MTI’s, Merger Sub’s, and SCI’s obligations to complete the Merger are subject to various conditions, including, among other things, the following:

In addition, SCI’s obligation to consummate the Merger is also contingent on:

Finally, MTI and Merger Sub’s obligations to consummate the Merger are also subject to:

Each party may waive each of the conditions described above in the manner and to the extent described in “ — Amendment; Waiver” immediately below. Neither MTI nor SCI may rely on the failure of any condition to closing as set forth in the Merger Agreement to be satisfied if such failure was caused by such party’s failure to use its commercially reasonable efforts to consummate and to make effective the transactions contemplated by the Merger Agreement as required thereby.

Amendment; Waiver

Subject to applicable law, the parties to the Merger Agreement may amend the Merger Agreement at any time by an instrument in writing signed on behalf of each of MTI, Merger Sub, and SCI.

In addition, at any time prior to the effective time of the Merger, any party to the Merger Agreement may, to the extent legally allowed:

Termination

The Merger Agreement may be terminated at any time prior to the effective time of the Merger by the mutual written consent of MTI and SCI.

The Merger Agreement may also be terminated by either MTI or SCI:

Expenses

Each of MTI, Merger Sub, and SCI will pay all of the costs and expenses that it incurs in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger, except that, if MTI or SCI

terminates the Merger Agreement because of a breach of any representation, warrant, covenant, or agreement of the other, or if any representation or warranty of the other shall have become untrue, as set forth above, then the terminating party is entitled to reimbursement by the breaching party of its reasonable fees and expenses in connection with the negotiation and execution of the Merger Agreement and the transactions contemplated thereby (including, without limitation, each of MTI’s and SCI’s due diligence investigation of the other).

Regulatory Approvals

While consummation of the Merger is subject to the prior receipt of all required approvals or consents of any governmental authority or third party in connection with the Merger and the consummation of the other transactions contemplated thereby, we do not believe that any such approvals or consents are required.

Accounting Treatment

The Merger will be accounted for, for purposes of U.S. generally accepted accounting principles, using the asset acquisition method of accounting under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 805-50. MTI has determined that it will acquire in the Merger a group of similar identifiable assets (primarily, the “know-how” of SCI’s employees with respect to SCI’s pipeline of certain cryptocurrency mining projects), which it will classify as an intangible asset for accounting purposes. As a result, MTI’s acquisition of the set of assets and activities that it will acquire in the Merger will constitute an asset acquisition, as opposed to a business acquisition, under ASC 805. ASC 805-50 provides that assets acquired in an asset acquisition are measured based on the costs of the acquisition, which is the consideration that the acquirer transfers to the seller, and includes direct transaction costs related to the acquisition. Financial statements that MTI issues after the Merger will reflect these values, but will not be restated retroactively to reflect SCI’s historical financial positions or results of operations prior to the Merger. MTI will include SCI’s results of operations in its results of operations beginning on the effective date of the Merger.

No Appraisal Rights

Under Nevada law, the holders of MTI Common Stock do not have the right to demand and receive the fair value of their stock from MTI in connection with the proposed transactions, including the Merger, and/or to seek an appraisal to determine such fair value.

Risks Related to the Proposed Transaction

In addition to the other information contained in this Proxy Statement, you should carefully consider the following risk factors in deciding whether to vote for approval of the Merger Agreement and the other matters that MTI’s stockholders are being asked to vote on at the Special Meeting.

We may fail to realize all of the anticipated benefits of the proposed transaction. The success of the proposed transaction, particularly the Merger, will depend, in part, on MTI and EcoChain’s ability to realize the anticipated benefits and cost savings from combining the businesses of EcoChain and SCI. To realize these anticipated benefits and cost savings, however, we must successfully combine the businesses of EcoChain and SCI. If we are unable to successfully combine the businesses of EcoChain and SCI, the anticipated benefits and cost savings of the Merger may not be realized fully or at all or may take longer to realize than expected.

EcoChain and SCI have operated, and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees and the disruption of each company’s ongoing business, or inconsistencies in standards, controls, procedures, and policies that adversely affect MTI’s and SCI’s ability to maintain their relationships with their respective clients, customers, and employees, which could have a negative impact on MTI’s ability to achieve the anticipated benefits of the Merger. Integration efforts between the two companies may, to some extent, also divert management’s attention and resources. These integration matters could have an adverse effect on each of MTI, EcoChain, and SCI during such transition period.

The opinion of MTI’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger. MTI obtained a fairness opinion from Duff & Phelps regarding the fairness, from a financial point of view, of the aggregate transaction consideration (consisting of the Merger Shares and the Termination Shares) to be issued by MTI in the proposed transaction, but this opinion is dated as of, and speaks only as of, the date of the Merger Agreement and the Termination Agreement. MTI has not obtained an updated

opinion from its financial advisor as of the date of this Proxy Statement. Changes in the operations and prospects of MTI and SCI, general market and economic conditions, and other factors that may be beyond the control of MTI, and on which the opinion of MTI’s financial advisor was based, may significantly alter the value of SCI or the prices of the shares of the MTI Common Stock by the time the proposed transaction is completed. The opinion does not speak as of the time the transactions contemplated by the Termination Agreement or the Merger will be completed or as of any date other than the date of such opinion. Because MTI does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the aggregate transaction consideration from a financial point of view at the time the transactions contemplated by the Termination Agreement and/or the Merger is completed. The recommendation of the Board of Directors that MTI stockholders vote “FOR” approval of the Merger Agreement, however, is made as of the date of this Proxy Statement. For a description of the opinion that MTI received from its financial advisor, refer to the section of this Proxy Statement entitled “— Opinion of MTI’s Financial Advisor.”

The pendency of the transactions contemplated by the transaction agreements could materially and adversely affect the business and operations of MTI and SCI. Prior to the effective time of the Merger, some customers, potential customers, or vendors of each of MTI and/or EcoChain, and of SCI, may delay or defer decisions regarding whether to do business or continue to do business with MTI, EcoChain, and SCI, as applicable, which could materially and adversely affect the revenues or potential revenues, earnings or potential earnings, cash flows, expenses, and prospects of MTI and SCI, regardless of whether the Merger is completed.

Further, the pursuit of the Merger and the preparation for the integration in connection therewith may place a burden on each of MTI’s and SCI’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition, and results of operations.

The market price of the MTI Common Stock may decline as a result of the proposed transaction. The market price of the MTI Common Stock may decline as a result of the proposed transaction if MTI does not achieve the perceived benefits of thereof or the effect of the proposed transaction on MTI’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the Merger, MTI and SCI stockholders will own interests in a combined company operating an expanded business with a different mix of assets, risks, and liabilities. Existing MTI stockholders may not wish to continue to invest in MTI subsequent to the consummation of the proposed transaction, or for other reasons may wish to dispose of some or all of their shares of MTI Common Stock.

The market price of MTI Common Stock after the proposed transaction may be affected by factors different from those affecting the shares of MTI Common Stock currently. The businesses of MTI and EcoChain, on the one hand, and SCI, on the other hand, differ and, accordingly, the results of operations of EcoChain and, therefore, of MTI, subsequent to the completion of the proposed transaction and the market price of the MTI Common Stock may be affected by factors different from those currently affecting the independent results of operations and market price of the MTI Common Stock.

If the proposed transaction is not completed, MTI will have incurred substantial expenses without realizing the expected benefits. MTI has incurred substantial expenses in connection with the execution of the transaction agreements and the transactions contemplated thereby, including the Merger. The completion of the Merger depends on the satisfaction of specified conditions, including the receipt of the requisite approval of the stockholders of MTI. There is no guarantee that these conditions will be met. If the Merger and the other transactions contemplated by the transaction agreements are not completed, these expenses could have a material adverse impact on the financial condition of MTI because it would not have realized the expected benefits for which these expenses were incurred.

In addition, if the Merger is not completed, MTI may experience negative reactions from the financial markets and from its stockholders, customers, and employees. MTI also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against MTI to perform its obligations under the Merger Agreement. We cannot assure you that if the proposed transaction is not completed that the risks discussed in this Proxy Statement will not materialize and will not materially affect MTI’s business and financial results and the market price of the MTI Common Stock.

Failure to consummate the Merger and the other transactions contemplated by the transaction agreements as currently contemplated or at all could materially and adversely affect MTI. The consummation of the Merger and the other transactions contemplated by the transaction agreements may be delayed, the Merger and the other transactions contemplated by the transaction agreements may be consummated on terms different than those contemplated by the transaction agreements, or the Merger and the other transactions contemplated by the transaction agreements may not be consummated at all. Failure

to consummate the Merger and the other transactions contemplated by the transaction agreements would prevent MTI’s stockholders from realizing the anticipated benefits of the Merger and the other transactions contemplated by the transaction agreements. In addition, a failure to consummate the Merger could result in a significant decline in the market price of the MTI Common Stock and a negative perception of MTI generally. Any delay in the consummation of the Merger and the other transactions contemplated by the transaction agreements or any uncertainty about the consummation of the Merger and the other transactions contemplated by the transaction agreements on terms different than those contemplated by the Merger Agreement and the other transaction agreements or at all could also materially and adversely affect the market price of the MTI Common Stock and MTI’s future business and financial results.

If the Merger is not consummated by October 31, 2021, either MTI or SCI may terminate the Merger Agreement. Either MTI or SCI may terminate the Merger Agreement if the Merger has not been consummated by October 31, 2021. This termination right, however, will not be available to a party if any action or failure to act of the party seeking to terminate the Merger Agreement is a principal cause of the failure of the Merger to occur on such date and such action or failure constitutes a breach of the Merger Agreement. In the event the Merger Agreement is terminated by either MTI or SCI due to the failure of the Merger to close by October 31, 2021, MTI will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities without realizing the anticipated benefits of the Merger.

The consummation of the Merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger Agreement. The Merger and the other transactions contemplated by the Merger Agreement are subject to certain closing conditions, including, among others, requisite stockholder approvals. There can be no assurance that these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger and the other transactions contemplated by the Merger Agreement or that the Merger and the other transactions contemplated by the Merger Agreement will be completed at all.

MTI may waive one or more of the conditions to the Merger without re-soliciting stockholder approval. Each of the conditions to the obligations of MTI and SCI to complete the Merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of MTI and SCI, if the condition is a condition to both parties’ obligation to complete the Merger, or by the party for which such condition is a condition of its obligation to complete the Merger. The Board of Directors may evaluate the materiality of any such waiver to determine whether amendment of this Proxy Statement and re-solicitation of proxies is necessary. MTI, however, generally does not expect any such waiver to be significant enough to require re-solicitation of MTI’s stockholders. In the event that any such waiver is not determined to be significant enough to require re-solicitation of MTI’s stockholders, MTI will have the discretion to complete the Merger without seeking further stockholder approval.

The relative ownership position of MTI stockholders will be diluted as a result of the Merger. The Merger will dilute the ownership position of existing MTI stockholders. Assuming all of the Merger Shares were to be issued, and assuming no additional issuances of MTI Common Stock prior to all such Merger Shares being issued, the Effective Time Holders will collectively own approximately 21.09% of the MTI Common Stock and MTI stockholders prior to the Merger will collectively own approximately 78.91% of the MTI Common Stock after consummation of the Merger and issuance of the Merger Shares. Consequently, existing MTI stockholders, as a general matter, will have less influence over the management and policies of MTI after the effective time of the Merger than they currently exercise over the management and policies of MTI.

The Merger will result in changes to the Board of Directors and the management team of EcoChain that may affect the strategy of MTI post-Merger as compared to that of MTI currently. If the parties complete the Merger, the composition of the Board of Directors and the EcoChain management team will change from the respective current Board of Directors and management team. The Board of Directors will consist of 10 members, with eight directors from the current Board of Directors and two directors from SCI constituting the members of the Board of Directors. In addition, the SCI management employees that will be being employed or whose services will be retained by EcoChain will be primarily responsible for MTI’s cryptocurrency mining operations subsequent to the consummation of the Merger. The new composition of the Board of Directors and the management team of EcoChain may affect the business strategy and operating decisions of MTI and EcoChain subsequent to the consummation of the Merger.

The proposed transaction will increase MTI’s cryptocurrency mining operations and increase its exposure to the risks inherent in this industry. If the proposed transaction is completed, it will increase MTI’s investment and interest

in the cryptocurrency mining industry such that MTI will have increased exposure to the risks inherent in this new and evolving business. Please see “Risk Factors — Risks Related to the EcoChain Business and Cryptocurrency” in MTI’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 31, 2021, for information about these risks.

The future results of the MTI will suffer if MTI and EcoChain do not effectively manage the increased scale of EcoChain’s operations and its optimization and expansion opportunities following the Merger. Following the Merger, EcoChain will be larger and more diverse than it is currently. Its future success will depend, in part, upon its ability to manage its optimization and expansion opportunities, which may pose substantial challenges for EcoChain to integrate new operations into its existing business in an efficient and timely manner, and upon its ability to successfully monitor its operations, costs, regulatory compliance, and to maintain other necessary internal controls. There is no assurance that the EcoChain’s optimization and expansion opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies, or other expected benefits of the proposed transaction.

The forward-looking financial information included elsewhere in this Proxy Statement was prepared by MTI on a standalone basis after consideration of numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive conditions, and should not be relied upon as a prediction or forecast of the actual future performance of MTI. Prior to approval of the transaction agreements and the related transactions by the Board of Directors and the recommendation of the Special Committee, certain forward-looking financial information was prepared on a standalone, pre-transaction basis by MTI in connection with the proposed transaction. The forward-looking financial information was prepared for the Special Committee and not with a view toward public disclosure. Furthermore, the forward-looking financial information included elsewhere in this Proxy Statement was prepared on a standalone basis for MTI and SCI, and adding together the forward-looking financial information for MTI and SCI would not necessarily represent the results that MTI might achieve if the Merger is consummated. The forward-looking financial information prepared for the Special Committee reflects MTI’s assumptions that may prove to be inappropriate and that are subject to change. Accordingly, MTI cannot provide any assurances that the forward-looking financial information is necessarily indicative of the actual future performance of the MTI whether or not the Merger is consummated, and actual results may differ materially from those reflected in such forward-looking financial information. Inclusion of the forward-looking financial information in this Proxy Statement should not be regarded as a representation by MTI or its affiliates, officers, directors, or other representatives that the results contained in the forward-looking financial information will be necessarily achieved, and such information has not been included in this Proxy Statement in order to induce any stockholder to vote in favor of any proposals included in this Proxy Statement.

INFORMATION ABOUT SOLUNA COMPUTING, INC.

Soluna Computing, Inc. was incorporated on May 18, 2021, as the result of the restructuring of HEL. SCI is in the business of providing curtailment mitigation, that is, buying excess energy from renewable energy power plant owners and using it to power cryptocurrency mining operations. SCI identifies existing plants with high amounts of excess energy and build scalable, on-demand data centers that buy substantially all excess energy from renewable energy projects. The data centers perform cryptocurrency mining using the low-cost energy purchased from the projects. This increases project revenue while eliminating wasted energy. SCI identifies, develops, constructs, and operates the onsite data centers. The company has forged relationships with the of the largest renewable plant owners in the United States.

The company has a 300 MW pipeline (transferred over from HEL) of the projects in the U.S. alone and signed a letter of intent with a leading project finance and renewable energy venture capital firm to provide $25 million of financing for these projects.

Harmattan Energy, Ltd. (formerly Soluna Technologies, Ltd.), a Canadian corporation, was created to develop electric power-generation facilities that are vertically-integrated with high-performance computing data centers. The business established by HEL involves the development, through subsidiary corporations, of a wind farm generation project in Morocco (the “Morocco Project”). Further, beginning in the Spring of 2020 HEL had undertaken a limited number of projects unrelated to the Morocco Project involving the development of modular data centers (“MDCs”) and related operations in the United States.

In December 2020, the Board of Directors of HEL voted to restructure HEL to better capitalize on the opportunities related to a new business line focused on developing MDCs that consume excess renewable energy. The business would involve transacting with one or more corporations in the United States. The management of HEL based in the United States had encountered resistance from U.S. investors to investing in a company based in Canada for the purpose of in turn investing in the United States. Also, the MDC business would require a significant amount of capital and the best source of that capital would be the United States. Management also expressed an interest in focusing exclusively on the new MDC business.

The shareholders of the HEL expressed a desire to develop the MDC business in a new corporation — in which HEL would not have an ownership interest — that was incorporated in the United States. On May 7, 2021 the shareholders of HEL directed that any new business connected with the MDCs be conducted by a separate corporation owned by the shareholders that is incorporated in the United States. The direction was memorialized in a Master Restructuring Agreement (“RA”) by and among SCI, HEL, and HEL’s shareholders dated as of July 27, 2021. In the RA it was stipulated that: (1) the existing Operating and Management agreements between EcoChain and HEL would remain at HEL; (2) SCI would pursue the new MDC business; (3) the existing HEL pipeline related to MDC would be transferred to SCI; (4) HEL management would resign from HEL and become the management of SCI; and (5) HEL agreed to stop using the SOLUNA brand and SCI would use the Soluna trademark(s) in its new MDC business.

John Belizaire, Dipul Patel, Phillip Ng, and Mohammed Larbi Loudiyi joined SCI as its Chief Executive Officer, Chief Technology Officer, Vice President of Corporate Development, and Vice President of Energy, respectively. SCI’s board of directors includes Mr. Belizaire, Matthew Lipman, and John Bottomley.

Set forth below is certain information about the employees of SCI that will become employees of EcoChain, and the two persons who will join the Board of Directors, upon completion of the proposed transaction.

John Belizaire, age 49, has served as Chief Executive Officer of SCI since its inception and of HEL since 2018. He is a serial entrepreneur who successfully founded, scaled, and sold multiple technology companies over the course of his 25-year career. For example, from 2006 to 2016, Mr. Belizaire was the Founder and Chief Executive Officer of FirstBest Systems, Inc., an insurance software company that focused on being innovative through consistently trying out new ideas and offering new services, that was acquired by Guidewire Software, Inc. in 2016. He served as Senior Industry Advisor to Guidewire Software, Inc. from 2016 to 2017. In addition, from 1997 to 1999 he served as Chief Executive Officer of TheoryCenter, Inc., an e-commerce software company acquired by BEA Systems in 1999.

Mr. Belizaire is on the Board of Directors of several software-as-a-service, data analytics, and insurance technology startups including Center for American Entrepreneurship, BanQu, Inc., and Metabiota, Inc. He is on the board of IFG Companies, one of the largest privately-held insurance groups in the United States. He is also a trustee of Harlem Academy, an independent school in New York, an Operating Advisor for Pilot Growth Equity, and Founder and Managing Editor of CEOPLAYBOOK, a blog for first-time CEOs. Mr. Belizaire will bring strategic and financial

expertise to the Board as a result of his involvement in the companies and industries noted above, which the Board believes qualifies him to serve as a director.

Before becoming an entrepreneur, Mr. Belizaire was the lead architect for Intel’s Digital Enterprise Group. Mr. Belizaire holds a BS in Computer Science and an MS in Engineering from Cornell University.

John Bottomley, age 54, has served as Co-Founder, Chief Development Officer, and member of the Management Board of v-ridium Power Group and v-ridium Europe, a multi-market, utility-scale European renewable energy development company, since June 2020. In this role, he manages all international growth for the company. He has also serves as Deputy Strategic Director of the Blockchain & Climate Institute, a London-based think- and-do tank providing expertise in emerging technologies for climate and sustainability actions, since July 2021. As part of this volunteer position, he provides expertise in emerging technologies for climate and sustainability actions. He has also served as a Director of SCI since its inception and of HEL since June 2020. From August 2017 to March 2020 Mr. Bottomley previously served as Senior Vice President, Global Development, of Vestas Wind Systems, a wind turbine manufacturer, and he served as Global Development Leader at GE Capital EFS from September 2014 through May 2017, where he oversaw global development efforts across the core areas of strategic planning, opportunity origination, and project execution for the GE Renewables & Energy division. Mr. Bottomley has served on the HEL board and various joint venture boards as part of his corporate employment and as a result of his experience and expertise in renewable energy development companies, the Board believes he is qualified to serve as a director.STOCKHOLDER PROPOSALS

Mr. Bottomley holds an MBA in Finance and International Business from New York University and a BSc in Computer Engineering from Clemson University. Mr. Bottomley is also a CFA charter holder.

Larbi Loudiyi, age 39, has served as Vice President of Energy of SCI since its inception and of HEL since June 2018. He is an engineer with a decade of experience in renewable energy and energy efficiency. In his role as VP of Energy at Soluna, Larbi led the design and engineering for Soluna’s Harmattan Project, a 900MW wind farm in Dakhla, Morocco. He is also responsible for the architecture of Soluna’s advanced, flexible electrical design for modular data centers in Morocco and the United States.

Mr. Loudiyi also co-founded A.M. Wind SARL, an energy development company based in Morocco that was acquired by Soluna in June 2018, in May 2009. He has served as Managing Director of A.M. Wind since January 2016, and prior to that he had served as Development Director of A.M. Wind since May 2019. Prior to that, he founded the renewable energy firm Cbiom, a consultancy focused on providing technical and strategic advice to leading French energy companies.

Mr. Loudiyi holds an MS in Engineering from the Polytechnic National Institute of Lorraine, France.

Dipul Patel, age 40, has served as Chief Technology Officer of SCI since its inception and of HEL since February 2018. He is a technologist, engineer, and entrepreneur. As CTO at Soluna, Mr. Patel has also led the engineering and design of a 25MW facility (under construction) in Kentucky. This is the foundation for the Modular Data Center design that will be used in all Soluna projects. The design includes advanced thermodynamics, operational automation, and sensor fusion. He is also the vision behind the company’s Maestro software platform.

Prior to joining Soluna, in August 2012 Mr. Patel founded Ecovent, a smart home technology company that he sold to ConnectM in 2017. Before Ecovent, he served in the Business Development Leadership Program and Engineering Leadership Develop Programs for Lockheed Martin, where he developed a series of modular data center systems focused on Radar and Missile Defense. These solutions are deployed globally today. His responsibilities included management and capture of the $2 billion submarine program. He also led the design, development, and production of complex radar hardware systems.

Mr. Patel has a BS in electrical engineering from Drexel University, an MS in Electrical Engineering from the University of Pennsylvania, and an MBA from the MIT Sloan School of Management, where he is now a lecturer responsible for teaching courses in Entrepreneurship. He is also the chairman of the External Advisory Board for Drexel University’s School of Electrical and Computer Engineering.

Phillip Ng, age 33, has served as Vice President, Corporate Development of SCI since its inception and Vice President of Corporate Development for HEL from January 2020 to July 2021. In this role at SCI, he manages business development opportunities related to the blockchain, high-performance computing, and data centers at SCI. He is

also responsible for sourcing renewable energy projects, project structuring and finance, datacenter siting, and M&A opportunities for SCI; his responsibilities at HEL were the same as in his current role with SCI. To date, he has helped source 300MW of the project pipeline for SCI in the United States and Europe. He has led the due diligence on several acquisitions of operating facilities in the United States.

Prior to joining HEL, Mr. Ng was an associate on the deal team at Brookstone Partners from January 2017 to August 2019. Before that, he worked as a Senior Analyst at Ernst & Young’s Transaction Advisory group from September 2014 to November 2016. He worked for Deloitte’s Chile Financial Advisory Group where he provided financial and valuation advice to companies. Phillip was in Walmart Chile’s Treasury and Corporate Finance group from April 2012 to April 2013, where he aided in merger integration work, SOX compliance, foreign exchange risk monitoring and management, corporate cash flow forecasting, and monitoring of cost of capital.

Mr. Ng holds a BBA in Economics and Finance from the University of Georgia and a Chartered Financial Analyst designation.

There is no established trading market, nor are bid prices available, for SCI’s common stock. SCI does not maintain any equity compensation plans. As of the date of this proxy statement, there were five holders of record of SCI’s common stock.

THE TERMINATION CONSIDERATION AND THE MERGER CONSIDERATION

As noted above, the Merger will be accounted for, for purposes of U.S. generally accepted accounting principles, using the asset acquisition method of accounting under ASC 805-50. MTI has determined that it will acquire in the Merger a group of similar identifiable assets (primarily, the “know-how” of SCI’s employees with respect to SCI’s pipeline of certain cryptocurrency mining projects). As a result, MTI’s acquisition of the set of assets and activities that it will acquire in the Merger will constitute an asset acquisition, as opposed to a business acquisition, under ASC 805. ASC 805-50 provides that assets acquired in an asset acquisition are measured based on the costs of the acquisition, which is the consideration that the acquirer transfers to the seller, and includes direct transaction costs related to the acquisition. Financial statements that MTI issues after the Merger will reflect these values, but will not be restated retroactively to reflect SCI’s historical financial positions or results of operations prior to the Merger. MTI will include SCI’s results of operations in its results of operations beginning on the effective date of the Merger.

We have determined that for purposes of SEC rules and regulations the acquisition through the Merger of the cryptocurrency mining projects currently in SCI’s pipeline and that may be identified and developed from time to time going forward does not constitute the acquisition of a “business” as defined in such rules and regulations and therefore historical and pro forma financial statements with respect to HEL or SCI and the Merger have not been included in this Proxy Statement. We have, however, included certain merger and termination considerations, as set forth below, to provide MTI’s stockholders with information as to what the impact would have been on MTI’s financial statements for the six months ended June 30, 2021, as if the Merger and the termination of the Operating and Management Agreements between HEL and EcoChain had been completed on January 1, 2021.

The following information, although helpful in illustrating the financial characteristics of MTI under one set of assumptions, does not reflect the benefits of expected synergies or cost savings (or associated synergies or costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the Merger and, accordingly, does not attempt to predict or suggest future results. Further, the information does not reflect (i) any other acquisition subsequent to the balance sheet date presented or (2) the effect of any regulatory actions that may impact the results of MTI following the Merger and the termination of the Operating and Management Agreements.

Effective as of the Termination Effective Date, EcoChain will pay HEL $725,000 and MTI will issue to HEL the Termination Shares. EcoChain will also reimburse HEL $75,000 for transaction-related fees and expenses. MTI will expense the termination costs, including the Termination Consideration, as incurred. Based on the closing price of the MTI Common Stock on Nasdaq on January 1, 2021 and June 30, 2021, MTI has valued the aggregate Termination Consideration as follows:

The fair value of the Merger Consideration includes various assumptions, including those related to the preliminary allocation of the estimated value of the maximum number of shares of MTI Common Stock issuable as Merger Consideration, which issuance is contingent on the satisfaction of certain post-Merger conditions with respect to the assets MTI will acquire from SCI based on preliminary estimates of fair value using a discounted cash-flow analysis and third-party experts. Accordingly, the Merger Consideration adjustments are preliminary and may be subject to change.

Based on its preliminary assessment thereof, MTI estimated that the fair value of the net assets and liabilities that it will acquire as a result of the Merger was $13,988,700 as of January 1, 2021 and $22,275,000 as of June 30, 2021. Our preliminary estimate of intangible assets at each of these dates is based on the excess of the estimated value of the maximum number of shares of MTI Common Stock issuable as Merger Consideration in the Merger based on the closing price of the MTI Common Stock on Nasdaq on such date over the estimated fair market value of the identifiable assets and liabilities to be acquired, less any direct transaction costs incurred as a result of the Merger. As of January 1, 2021 and June 30, 2021, MTI has preliminary assessed a contingent liability payable of $13,988,700 and $22,275,000, respectively. The issuance of the 2,970,000 shares of MTI Common Stock is contingent upon HEL delivering certain pipeline business opportunities following the Merger and therefore MTI may not issue some or all of the shares.

As Merger Consideration is earned MTI will issue the applicable shares of MTI Common Stock and record such issuance in the common stock, additional paid-in capital, and stockholders’ equity lines of its balance sheet and reduce contingent liability payable accordingly.

With respect to the fair value determination set forth below, the change in the closing price of the MTI Common Stock on Nasdaq on June 30, 2021 as compared to the closing price on January 1, 2021, resulted in an increase to the contingent liability payable of $8.3 million as of June 30, 2021 compared to January 1, 2021, which accounts for the fair value change between January 1, 2021 and June 30, 2021. MTI will re-assess the contingent liability payable for later periods in accordance with ASC 480 to account for changes in the closing price of the MTI Common Stock on Nasdaq at the end of each such period. These estimates are preliminary and maybe adjusted based on our final analysis.

PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED 2021 PLAN

We are asking our stockholders to approve the adoption of MTI’s Amended and Restated 2021 Stock Incentive Plan. The Amended and Restated 2021 Plan was adopted by the Board of Directors on August 30, 2021, subject to stockholder approval at the Special Meeting. The Amended and Restated 2021 Plan eliminates the provision in Section 4(a) of MTI’s current 2021 Stock Incentive Plan that limits the number of shares of MTI Common Stock that may be issued pursuant to awards thereunder during any fiscal year to no more than 8.0% of the number of shares of MTI Common Stock outstanding on January 1 of such year. The Amended and Restated 2021 Plan also provides that its validity, construction, and effect shall be determined in accordance with the laws of the State of Nevada, in lieu of the State of New York as provided by the current 2021 Stock Incentive Plan, consistent with MTI’s reincorporation as a Nevada corporation on March 24, 2021.

As discussed earlier in this Proxy Statement, MTI will grant RSUs pursuant to the employment and consulting agreements that EcoChain will enter into to employ or retain the services of the four employees of SCI as part of the Merger, both as a one-time sign-on bonus within 60 days following the effective date of the Merger and annual as annual RSU grants, and it is intended that these equity grants will be issued pursuant to MTI’s stock incentive plan. The current 2021 Stock Incentive Plan limits issuances during 2021 to 778,769 shares of MTI Common Stock, all of which have already been issued pursuant to awards granted to our directors during 2021. Therefore, we need to make available for issuance under the current 2021 Stock Incentive Plan, particularly during 2021, additional shares of MTI Common Stock in order to have sufficient shares available for grant thereunder to meet MTI’s anticipated obligations for the one-time bonus grant restricted stock units pursuant to these agreements. In addition, the lack of available shares for issuance under the current 2021 Stock Incentive Plan constrains the ability of MTI and EcoChain to hire additional personnel, particularly during the remainder of 2021, as it intends to issue equity grants to new hires, and makes it impossible for MTI to issue contemplated equity grants to existing employees during the remainder of the 2021 year. The proposed revisions increase the number of shares of MTI Common Stock that can be issued under the current 2021 Stock Incentive Plan during 2021 and each subsequent year (but not the total number of shares of MTI Common Stock that may be subject to outstanding awards granted under the plan at any time) to ensure that MTI can satisfy its obligations under the employment and consulting agreements, has the flexibility to retain new MTI and EcoChain personnel, and can issue equity grants to existing employees during the remainder of 2021.

The following provides a summary of the principal features of the Amended and Restated 2021 Plan and its operation. The following summary is qualified in its entirety by reference to the Amended and Restated 2021 Plan as set forth in Annex D to this Proxy Statement.

Overview

The purpose of the Amended and Restated 2021 Plan is to attract and retain senior managers, employees, directors, consultants, professionals, and service providers who provide services to MTI or any of its subsidiaries, provided that such services are bona fide services that are not of a capital-raising nature (“Eligible Persons”). The Amended and Restated 2021 Plan provides for the direct award of shares of MTI Common Stock, for the grant of options to purchase shares of Common Stock, as well as for the grant of restricted stock units (“RSUs”) (collectively, the “Awards”).

MTI has a policy of awarding significant amounts of restricted stock grants to MTI’s directors, officers, employees, and consultants on an annual basis. Restricted stock grants generally vest over one or more years, and MTI intends that, for any stock options and RSUs granted, Eligible Persons may only receive shares of MTI Common Stock so long as such grants have vested from time to time, in whole or in part, in the manner and subject to the conditions that the Board or the Compensation Committee of the Board (the “Compensation Committee”) in its discretion may provide in the applicable award agreement.

Administration

The Amended and Restated 2021 Plan will be administered by the Compensation Committee. The Compensation Committee will have full authority, subject to the terms of the Amended and Restated 2021 Plan, to interpret the Amended and Restated 2021 Plan and establish rules and regulations for the proper administration of the Amended and Restated 2021 Plan. Each of the Chief Executive Officer, the Chief Financial Officer, and the Secretary of MTI shall be authorized to implement the Amended and Restated 2021 Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes of the Amended and Restated 2021 Plan.

The validity, construction, and effect of the Amended and Restated 2021 Plan and any rules and regulations relating to the Amended and Restated 2021 Plan shall be determined in accordance with the laws of the State of Nevada.

Number of Shares of MTI Common Stock Subject to the Amended and Restated 2021 Plan and Award Limit; Reservation of Shares

Subject to certain adjustments as provided in the Amended and Restated 2021 Plan, the maximum aggregate number of shares of MTI Common Stock that may be issued under the Amended and Restated 2021 Plan (i) pursuant to the exercise of stock options, (ii) as restricted stock, and (iii) as available pursuant to RSUs shall be limited to (A) during MTI’s fiscal year ending December 31, 2021, 1,460,191 shares of MTI Common Stock, which is equal to 15% of the number of shares of MTI Common Stock outstanding on January 1, 2021, and (B) beginning with MTI’s fiscal year ending December 31, 2022, 15% of the number of shares of MTI Common Stock outstanding, which calculation shall be made on the first trading day of a new fiscal year. Subject to certain adjustments as provided in the Amended and Restated 2021 Plan, (i) shares of MTI Common Stock subject to the Amended and Restated 2021 Plan shall include shares of MTI Common Stock forfeited in a prior year and (ii) the number of shares of MTI Common Stock that may be issued under the Amended and Restated 2021 Plan may never be less than the number of shares of MTI Common Stock that are then outstanding under Award grants.

In the event that, prior to the date on which the Amended and Restated 2021 Plan shall terminate, any Award granted under the Amended and Restated 2021 Plan expires unexercised or unvested or is terminated, surrendered, or cancelled without the delivery of shares of MTI Common Stock, or any Awards are forfeited back to MTI, then the shares of MTI Common Stock subject to such Award may be made available for subsequent Awards under the terms of the Amended and Restated 2021 Plan.

Eligibility

All senior managers, employees, directors, consultants, professionals, and service providers who provide services to MTI are eligible to participate in the Amended and Restated 2021 Plan. The selection of those eligible employees, directors, and consultants who will receive the Awards is within the discretion of the Compensation Committee. As of the date of this Proxy Statement, approximately 32 non-executive employees, three executive officers, and five non-employee directors were eligible to participate in the Amended and Restated 2021 Plan.

Term of Amended and Restated 2021 Plan

The Amended and Restated 2021 Plan shall automatically terminate on February 12, 2031, which is the 10^th anniversary of the date on which the Board adopted the current 2021 Stock Incentive Plan. No further Awards may be granted under the Amended and Restated 2021 Plan after such date of termination. The Board may terminate, suspend, or amend the Amended and Restated 2021 Plan at any time without stockholder approval except to the extent that stockholder approval is required to satisfy applicable requirements imposed by (i) Rule 16b-3 under the Securities Exchange Act of 1934 or any successor rule or regulation or (ii) the rules of any exchange on or through which the shares of MTI Common Stock are then listed or traded.

Adjustments and Changes in Shares

In the event that there is a stock dividend or stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares of MTI Common Stock, or other similar corporate change affecting the shares of MTI Common Stock, the Board shall appropriately adjust the aggregate number of shares of MTI Common Stock (including shares of MTI Common Stock underlying stock options and RSUs) available for Awards under the Amended and Restated 2021 Plan or subject to outstanding Awards, and any other factors, limits, or terms affecting any outstanding or subsequently issuable Awards as may be appropriate.

Transferability of Awards

Except as otherwise determined by the Compensation Committee, no Award may be assigned, sold, assigned, transferred, pledged, or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution and, during the life of the participant, shall be exercisable only by such participant.

Types of Awards

Under the Amended and Restated 2021 Plan, the Compensation Committee is authorized to grant shares of restricted MTI Common Stock, RSUs, and stock options.

Restricted Stock Awards and RSUs

Restricted stock is an award of shares of MTI Common Stock that vests in accordance with the terms and conditions set forth in the applicable award agreement entered into by MTI and the applicable participant. Until the applicable restrictions (as the Compensation Committee may specify) lapse, such shares are subject to forfeiture and may not be sold or otherwise disposed of by the participant who holds them. After all conditions and restrictions applicable to such shares of restricted stock have been satisfied or lapse, such shares shall become freely transferable by such participant.

RSUs confer the right of a holder to receive shares of MTI Common Stock at a future date and are denominated in units. No shares of MTI Common Stock are actually issued to the recipient of an RSU on the grant date. Instead, when an RSU award vests, it is settled by a delivery of shares of MTI Common Stock.

Each restricted stock award or RSU is evidenced by an award agreement specifying the number of shares or RSUs, as applicable, the vesting schedule, the vesting conditions, and the other terms of the restricted stock award or RSU. Vesting of restricted stock awards and RSUs may be based on continued employment or service and/or satisfaction of performance goals or other conditions established by the Compensation Committee. Unless set forth in the award agreement, a recipient of restricted stock will have the rights of a stockholder during the restriction period, including the right to receive any dividends, which may be subject to the same restrictions as the restricted stock. A recipient of RSUs will have none of the rights of a stockholder unless and until shares of MTI Common Stock are actually delivered to such participant. Upon termination of employment or a period of service, upon a Change of Control, or upon failure to satisfy other vesting conditions, a participant’s unvested shares of restricted stock and unvested RSUs may be forfeited or accelerated, as applicable, as provided in such participant’s award agreement, as determined in the sole discretion of the Compensation Committee. “Change of Control” shall mean a merger or consolidation in which securities constituting more than 50% of the total combined voting power of MTI’s outstanding securities are transferred to a person or persons who do not own more than 50% of the combined voting power of MTI’s outstanding securities immediately prior to such transaction, or the sale, transfer, or other disposition of all or substantially all of MTI’s assets to a non-affiliate of MTI.

Stock Options

A stock option is the right to purchase a specified number of shares of MTI Common Stock in the future at a specified exercise price and subject to the other terms and conditions specified in the option agreement and the Amended and Restated 2021 Plan. The Compensation Committee sets the exercise price of each stock option, which cannot be less than 100% of the fair market value of the MTI Common Stock at the time of grant. To the extent permitted by law, any stock option may permit payment of the exercise price and payment of any applicable tax withholding from the proceeds of sale through a broker or bank on a date satisfactory to the Compensation Committee of some or all of the shares of MTI Common Stock to which such exercise relates. In such case, the Compensation Committee will establish rules and procedures relating to such broker- (or bank-) assisted exercises in a manner intended to comply with the requirements of Section 402 of the Sarbanes-Oxley Act of 2002 and Section 409A including as to all stock options, without limitation, the time when the election to exercise an option in such manner may be made, the time period by which the broker or bank must remit payment of the exercise price and applicable tax withholding, the interest or other earnings attributable to the payment and the method of funding, if any, attributable to the payment.

The Compensation Committee will determine the methods by which the exercise price of a stock option may be paid, the form of payment and the methods by which shares of MTI Common Stock will be delivered or deemed to be delivered to participants. As determined by the Compensation Committee, payment of the exercise price of a stock option may be made, in whole or in part, in the form of: (i) cash or cash equivalents; (i) delivery (by either actual delivery or attestation) of previously-acquired shares of MTI Common Stock based on the “Fair Market Value” (as defined in the Amended and Restated 2021 Plan) of the shares of MTI Common Stock on the date the stock option is exercised; (iii) withholding of shares of MTI Common Stock from the stock option based on the Fair Market Value of

shares of MTI Common Stock on the date the stock option is exercised; (iv) broker-assisted or bank-assisted market sales; or (v) any other “cashless exercise” arrangement satisfactory to the Compensation Committee.

Stock options are evidenced by an option agreement specifying the exercise price, the vesting schedule, the number of shares of MTI Common Stock granted, and the other terms of the stock option. Stock options expire at the time set forth in a participant’s stock option agreement.

New Plan Benefits

Other than with respect to the four SCI employees who will enter into employment or consulting agreements with EcoChain, the future benefits or amounts that would be received under the Amended and Restated 2021 Plan are not determinable at this time as both participation in the Amended and Restated 2021 Plan and the amounts that Eligible Persons may be awarded are discretionary.

With respect to the four SCI employees who will enter into employment or consulting agreements with EcoChain, the future benefits or amounts they will receive under the Amended and Restated 2021 Plan are not determinable at this time because such agreements will provide that the annual RSU grants will be made as long as their employment by or engagement with EcoChain continues, and the length of such employment or engagement cannot be determined at this time. Therefore, the following table discloses the amounts that each of the four SCI employees would have been eligible to receive under the Amended and Restated 2021 Plan during the fiscal year ended December 31, 2021, had the Amended and Restated 2021 Plan and their anticipated employment or consulting agreements with EcoChain had been in effect as of January 1, 2021.

NEW PLAN BENEFITS

Amended and Restated 2021 Stock Incentive Plan

Federal Tax Aspects

The following summary is a brief discussion of certain federal income tax consequences to U.S. taxpayers and to MTI of stock options, RSUs, and restricted stock awards granted under the Amended and Restated 2021 Plan. This summary is not intended to be a complete discussion of all the federal income tax consequences of the Amended and Restated 2021 Plan or of all the requirements that must be met in order to qualify for the tax treatment described below. The following summary is based upon the provisions of U.S. federal tax law in effect on the date hereof, which is subject to change (perhaps with retroactive effect) and does not constitute tax advice. In addition, because tax consequences may vary, and certain exceptions to the general rules discussed in this summary may be applicable, depending upon the personal circumstances of individual recipients and each recipient should consider its, his, or her personal situation and consult with its, his, or her own tax advisor with respect to the specific tax consequences applicable to it, him, or her. The following assumes stock options have been granted at an exercise price per share at least equal to 100% of the fair market value of the MTI Common Stock on the date of grant.

Tax consequences of non-qualified stock options.  The Amended and Restated 2021 Plan does not provide for the award of incentive stock options, pursuant to Section 422 of the Internal Revenue Code, but only for the award of non-qualified stock options. In general, an employee, director, or consultant will not recognize income at the time of the grant of non-qualified stock options under the Amended and Restated 2021 Plan. When an optionee exercises a non-qualified stock option, he or she generally will recognize ordinary income equal to the excess, if any, of the fair market value (determined on the day of exercise) of the shares of MTI Common Stock received over the option exercise price. The tax basis of such shares to the optionee will be equal to the exercise price paid plus the amount of ordinary income includible in his or her gross income at the time of the exercise. Upon a subsequent sale or exchange of shares of MTI Common Stock acquired pursuant to the exercise of a non-qualified stock option, the optionee will have taxable capital gain or loss, measured by the difference between the amount realized on the sale or exchange and the tax basis of the shares of MTI Common Stock. The capital gain or loss will be short-term or long-term depending on holding period of the shares of MTI Common Stock sold.

Tax consequences of restricted stock awards.  In general, the recipient of a stock award that is not subject to restrictions will recognize ordinary income at the time the shares of MTI Common Stock are received equal to the

excess, if any, of the fair market value of the shares of MTI Common Stock received over the amount, if any, the recipient paid in exchange for the shares of MTI Common Stock. If, however, the shares of MTI Common Stock are subject to vesting or other restrictions (that is, they are non-transferable and subject to a substantial risk of forfeiture) when the shares of MTI Common Stock are granted (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the shares of MTI Common Stock becomes vested or the restrictions otherwise lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the shares of MTI Common Stock on the date of vesting (or the date of the lapse of a restriction) less the amount, if any, the recipient paid in exchange for the shares of MTI Common Stock. If the shares of MTI Common Stock are forfeited under the terms of the restricted stock award, the recipient will not recognize income and will not be allowed an income tax deduction with respect to the forfeiture.

A recipient may file an election under Section 83(b) of the Internal Revenue Code with the Internal Revenue Service within 30 days of his or her receipt of a restricted stock award to recognize ordinary income, as of the award date, equal to the excess, if any, of the fair market value of the shares of MTI Common Stock on the award date less the amount, if any, the recipient paid in exchange for the shares of MTI Common Stock. If a recipient makes a Section 83(b) election, then the recipient will not otherwise be taxed in the year the vesting or restriction lapses, and, if the stock award is forfeited, he or she will not be allowed an income tax deduction. If the recipient does not make a Section 83(b) election, dividends paid to the recipient on the shares of MTI Common Stock prior to the date the vesting or restrictions lapse will be treated as compensation income.

The recipient’s tax basis for the determination of gain or loss upon the subsequent disposition of shares of MTI Common Stock acquired as stock awards will be the amount paid for such shares plus the amount includible in his or her gross income as compensation in respect of such shares.

Withholding and other consequences.  Any compensation includible in the gross income of a recipient will be subject to appropriate federal and state income tax withholding.

Tax effect for MTI.  We are generally entitled to an income tax deduction in connection with a stock option or restricted stock award granted under the Amended and Restated 2021 Plan in an amount equal to the ordinary income realized by a recipient at the time the recipient recognizes such income (for example, the exercise of a non-qualified stock option). Special rules may limit the deductibility of compensation paid to our Chief Executive Officer and to each of our four most highly compensated executive officers under Section 162(m) of the Internal Revenue Code to the extent that annual compensation paid to any of the foregoing individuals exceeds $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND MTI WITH RESPECT TO THE GRANT AND EXERCISE OF STOCK OPTIONS, RSUs, AND RESTRICTED STOCK AWARDS UNDER THE AMENDED AND RESTATED 2021 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A RECIPIENT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY STATE OR FOREIGN COUNTRY IN WHICH THE RECIPIENT MAY RESIDE. THE FOREGOING SUMMARY IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY ANY TAXPAYER, TO AVOID PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER.

Equity Compensation Plan Information

As of December 31, 2020, we had two equity compensation plans, each of which was originally approved by our stockholders: the 2012 Plan and the 2014 Plan (collectively, the “Plans”). The 2012 Plan was amended and restated and approved by our Board in 2016. See “Executive Compensation - MTI Equity Incentive Plans” for a description of the Plans.

The following table presents information regarding the Plans as of December 31, 2020: 

(1) The securities available under the Plans for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc.

Interests of Directors and Executive Officers

Our current directors and executive officers have substantial interests in the matters set forth in this proposal as equity awards may be granted to them under the Amended and Restated 2021 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADOPTION OF THE AMENDED AND RESTATED 2021 PLAN.

APPROVAL OF AN AMENDMENT TO MTI’S ARTICLES OF INCORPORATION, AS AMENDED, TO CHANGE ITS NAME TO SOLUNA HOLDINGS

The Board has adopted a resolution to amend, and to recommend that MTI’s stockholders approve, an amendment to Article One of MTI’s Articles of Incorporation, as amended, for the purpose of changing its name from “Mechanical Technology, Incorporated” to “Soluna Holdings, Inc.”

Reasons for Name Change

MTI is looking to change its name from “Mechanical Technology, Incorporated” to “Soluna Holdings, Inc.” upon consummation of the Merger. Combined with MTI’s EcoChain business that is already expanding rapidly, MTI’s Soluna-related business will represent the dominant portion of MTI’s overall business upon consummation of the Merger. The Soluna name has industry brand recognition in place in the market, and MTI believes that the proposed name change will help EcoChain leverage the existing goodwill and relationships that SCI will bring to the combined entity. MTI believes that the proposed name change will benefit all of its stakeholders as the name “Soluna Holdings, Inc.” will allow it to better leverage the benefits of the Merger and will more closely align MTI’s name with its larger, growing core business.

Effects of Name Change

If the stockholders approve the proposed amendment to MTI’s Articles of Incorporation, as amended, the amendment will become effective upon the filing of a certificate of amendment to MTI’s Articles of Incorporation with the Secretary of State of the State of Nevada, which would be filed concurrent with the effective time of the Merger; MTI will not file the certificate of amendment to effect the name change if the Merger will not be consummated. The name change will not have any effect on the rights of our existing stockholders. Changing our name will not affect the validity or transferability of stock certificates representing shares of MTI Common Stock presently outstanding, and MTI’s stockholders will not be required to exchange any certificates presently held by them. Any new certificates representing shares of MTI Common Stock issued subsequent to the effectiveness of the proposed name change will be issued reflecting the new name.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE PROPOSAL TO APPROVE AN AMENDMENT TO MTI’S ARTICLES OF INCORPORATION, AS AMENDED, TO CHANGE MTI’S NAME TO SOLUNA HOLDINGS.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation received for services rendered in all capacities to MTI during the period during fiscal years ended December 31, 2020 and December 31, 2019 by our sole named executive officer, Frederick W. Jones, who served as our Chief Executive and Chief Financial Officer during 2019 and through September 11, 2020, and Michael Toporek and Jessica L. Thomas, who currently serve as our Chief Executive Officer and Chief Financial Officer, respectively. We had no other executive officers during the period and these years.

Officer Base Salary and Cash Incentives

On May 5, 2017, MTI entered into an employment agreement with Mr. Jones to serve as its Chief Executive Officer and Chief Financial Officer. The agreement provided for an initial term ending December 31, 2018, and, unless either party provided written notice that the agreement would not be renewed, was renewed for an additional year on December 31, 2018 and each subsequent December 31; such non-renewal could be for any or for no stated reason. Mr. Jones resigned from MTI and provided notice of non-renewal on August 24, 2020.

The agreement provided that Mr. Jones would receive an annual base salary of $182,310 or such higher figure as may be agreed upon from time to time by the Board. Mr. Jones was also eligible to receive an annual bonus in accordance with our executive bonus program, which is established annually by the Board at its sole discretion, and also could have received, at our sole discretion, an additional, discretionary bonus in connection with his annual evaluation by the Board. Mr. Jones was also eligible to receive options to purchase MTI Common Stock or other equity awards under our equity incentive plans in such amounts as determined by the Board, and was entitled to such employee benefits, if any, as are generally provided to our full-time employees.

In January 2018, the Compensation Committee increased Mr. Jones’ annual base salary to $187,500. The Compensation Committee approved a $100,000 payment for Mr. Jones under our executive bonus program based on the criteria the Board established under this program for 2018. As such, we accrued for Mr. Jones, as of December 31, 2018, a $100,000 payment. This accrual was paid in full during February 2019.

In January 2019, the Compensation Committee increased Mr. Jones’ annual base salary to $193,125. The Compensation Committee approved a $25,000 payment for Mr. Jones for his additional responsibilities and duties

relative to MTI’s initiative to establish EcoChain and associated investment in the field of vertically integrated energy production and cryptocurrency mining. As such, we accrued for Mr. Jones, as of December 31, 2019, a $25,000 payment. This accrual was paid in full during January 2020.

Mr. Jones resigned as MTI’s Chief Executive Officer and Chief Financial Officer, effective September 11, 2020. Upon his resignation, all options held by Mr. Jones were exercisable within 90 days, and were exercised by him within that time frame. Due to the voluntary nature of his resignation, Mr. Jones did not receive any termination payments or other payments in connection with his resignation.

In May 2021, the Board approved certain modifications to the compensation arrangement with Mr. Toporek. Mr. Toporek’s annual base cash compensation was increased from $160,000 to $300,000. In addition, the Board approved a cash bonus in an aggregate amount of up to $100,000 based on the satisfaction of certain financial goals to be proposed by Mr. Toporek and approved by the Compensation Committee. Further, the Board approved a one-time grant of stock options to purchase 500,000 shares MTI Common Stock. The stock options are scheduled to vest in equal installments on the first, second and third anniversaries of May 13, 2021, so long as Mr. Toporek remains in the service of MTI on each anniversary. The stock options will expire five years after each applicable vesting date.

In addition, the Board approved a cash bonus in an aggregate amount of up to $100,000 based on the satisfaction of certain financial goals to be proposed by Mr. Toporek and approved by the Compensation Committee of the Board.

On June 9, 2021, the Board approved an increase in the base compensation payable to Ms. Thomas from $159,650 to $200,000 per year.

Outstanding Equity Awards at Fiscal Year End

The following table provides information as to equity awards granted by MTI and held by Michael Toporek and Jessica Thomas, our sole named executive officers as of December 31, 2020.

As of December 31, 2020, there were no outstanding options or unvested stock awards held by Mr. Jones.

Director Compensation for the Fiscal Year Ended 2020

Directors who are also our employees, if any, are not compensated for serving on the Board.

On January 14, 2020, the Board’s Compensation Committee authorized non-employee directors to continue to receive cash compensation of $10,000 per year, with additional consideration for the lead independent director of $5,000 per year. The Committee also authorized special one-time restricted stock awards to the CEO and members of MTI’s Investment Committee as shown in the table below. The Board’s Compensation Committee reviewed and reaffirmed the Board’s prior approval of stock option compensation for Board members, our Chief Executive Officer and Chief Financial Officer, and select professional staff. Future director compensation will be determined by the Compensation Committee.

Summary of MTI’s Equity Incentive Plans

General Plan Information

As of December 31, 2020, MTI had three equity compensation plans: (i) the 2006 Plan, (ii) the 2012 Plan and (iii) the 2014 Plan.

Additionally, MTI’s stockholders approved MTI’s 2021 Stock Incentive Plan at a special meeting of shareholders on March 25, 2021.

2006 Plan

The 2006 Plan was adopted by the Board on March 16, 2006 and approved by our shareholders on May 18, 2006. The 2006 Plan was amended and restated by the Board in 2009 to increase the number of shares of MTI Common Stock issuable to all employees of MTI and its eligible affiliates under the 2006 Plan from 250,000 shares to 600,000 shares, in 2011 to increase such number of shares issuable under thereunder to 1,200,000, and in 2016 to allow for the award agreement or another agreement entered into between MTI and the award grantee to vary the method of exercise of options issued under the 2006 Plan. The number of shares that could be awarded under the 2006 Plan and any outstanding awards has been adjusted for stock splits and other similar events. In connection with seeking shareholder approval of the 2012 Plan, MTI agreed not to make further awards under the 2006 Plan. As of December 31, 2020, there were no options to purchase shares of MTI common stock under the 2006 Plan, with no shares reserved for future grants under the 2006 Plan.

2012 Plan

The 2012 Plan was adopted by the Board on April 14, 2012 and approved by our shareholders on June 14, 2012. The 2012 Plan was amended and restated by the Board effective October 20, 2016 to (i) permit the award agreement or another agreement entered into between MTI and the award grantee to vary the method of exercise of options issued under the 2012 Plan and (ii) permit another agreement entered into between MTI and the award grantee, in addition to the award agreement, to vary the provisions governing expiration of options or other awards under the 2012 Plan following termination of the award recipient’s service with MTI. The 2012 Plan provides that an aggregate of 600,000 shares of MTI Common Stock may be awarded or issued to all employees of MTI and its eligible affiliates pursuant to the 2012 Plan. The number of shares of MTI Common Stock that may be awarded under the 2012 Plan and awards outstanding may be subject to adjustment on account of any recapitalization, reclassification, stock split, reverse stock split and other dilutive changes in MTI Common Stock. Under the 2012 Plan, the Board is authorized to issue stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, officers, directors, consultants and advisors of MTI and its subsidiaries. Incentive stock options may only be granted to employees of MTI and its subsidiaries. As of December 31, 2020, options to purchase 240,680 shares of MTI Common Stock were outstanding under the 2012 Plan, of which 118,500 were exercisable, with 1,750 shares reserved for future grants of equity awards under the 2012 Plan.

2014 Plan

The 2014 Plan was adopted by the Board on March 12, 2014 and approved by our shareholders on June 11, 2014. The 2014 Plan provides an aggregate number of 500,000 shares of MTI Common Stock that may be awarded or issued to directors and selected employees of MTI and its affiliates under the 2014 Plan. The number of shares that may be awarded under the 2014 Plan and awards outstanding may be subject to adjustment on account of any stock dividend, spin-off, stock split, reverse stock split, split-up, recapitalization, reclassification, reorganization, combination or exchange of shares, merger, consolidation, liquidation, business combination, exchange of shares or the like. Under the 2014 Plan, the Board-appointed administrator of the 2014 Plan is authorized to issue stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units, phantom stock, performance awards and other stock-based awards to employees, officers and directors of, and other individuals providing bona fide services to or for, MTI or any affiliate of MTI. Incentive stock options may only be granted to employees of MTI and its subsidiaries. As of December 31, 2020, options to purchase 239,000 shares of MTI Common Stock were outstanding under the 2014 Plan, of which 157,500 were exercisable, with 9,375 shares reserved for future grants of equity awards under the 2014 Plan.

2021 Plan

The 2021 Plan was adopted by the Board on February 12, 2021, and approved by the shareholders on March 25, 2021. The 2021 Plan authorizes MTI to issue such shares of MTI Common Stock upon the exercise of stock options, the grant of restricted stock awards and the conversion of restricted stock units (collectively, the “Awards”). The 2021 Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan. Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of MTI Common Stock that may be issued under the 2021 Plan (i) pursuant to the exercise of stock options, (ii) as restricted stock and (iii) as available pursuant to restricted stock units shall be limited to (A) during MTI’s fiscal year ending December 31, 2021 (the “2021 Fiscal Year”), 1,460,191 shares of MTI Common Stock, and (B) beginning with MTI’s fiscal year ending December 31, 2022 (the “2022 Fiscal Year”), fifteen percent (15%) of the number of shares of MTI Common Stock outstanding. Subject to certain adjustments as provided in the 2021 Plan, (i) shares of MTI Common Stock subject to the 2021 Plan shall include shares of MTI Common Stock forfeited in a prior year and (ii) the number of shares of MTI Common Stock that may be issued under the 2021 Plan may never be less than the number of shares of MTI Common Stock that are then outstanding under Award grants.

Securities Authorized for Issuance Under Equity Compensation Plans

MTI has four share-based equity compensation plans, the 2006 Plan, the 2012 Plan, the 2014 Plan and the 2021 Plan. Descriptions of these plans are presented above.

As of December 31, 2020, we had the following securities authorized for issuance under our equity compensation plans:

Prerequisites and Other Benefits

Our executive officers are eligible to participate in similar benefit plans available to all our other employees including medical, dental, vision, group life, disability, accidental death and dismemberment, paid time off, and 401(k) plan benefits.

We also maintain a standard directors and officers liability insurance policy with coverage similar to the coverage typically provided by other small publicly held technology companies.

The following table sets forth the total compensation received for services rendered in all capacities to MTI during the period during fiscal years ended December 31, 2020 and December 31, 2019 by our sole named executive officer, Frederick W. Jones, who served as our Chief Executive and Chief Financial Officer during 2019 and through September 11, 2020, and Michael Toporek and Jessica L. Thomas, who currently serve as our Chief Executive Officer and Chief Financial Officer, respectively. We had no other executive officers during the period and these years.

MTI’S 2022 ANNUAL MEETING

In order to be included in the proxy materials for MTI’sthe Company’s annual meeting of stockholders to be held in 2022,2023, stockholder proposals submitted to MTIthe Company in compliance with SEC Rule 14a-8 (which concerns stockholder proposals that are requested to be included in a company’s proxy statement) must be received by us at our offices, 325 Washington Avenue Extension, Albany, New York 12205 on or before January 18,December 15, 2022. We suggest that proponents submit their proposals by certified mail, return receipt requested, addressed to our Secretary.

With respect to stockholder proposals to be submitted outside the Rule 14a-8 process for consideration at the 20222023 annual meeting of stockholders, if MTIthe Company does not receive notice of any such proposal to be presented at the 20222023 annual meeting of stockholders on or before April 3, 2022,February 28, 2023, the proxies designated by the Board will have discretionary authority to vote on any such proposal. In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSOTHER MATTERS

This proxy statement contains certain forward-looking statements concerning, among other things, our anticipated results, and future plans and objectivesWe do not know of any matters that are or may be considered to be “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “should,” “could” and other expressions that indicate future events and trends identify forward-looking statements. These expectations are based upon many assumptions that we believe to be reasonable, but such assumptions ultimately may prove to be materially inaccurate or incomplete, in whole or in part and, therefore, undue reliance should not be placed on them. Several factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to: the reactions of our customers, suppliers, and other persons with whom we do business with respect to the proposed transaction; the effects of the proposed transaction on the market for the MTI Common Stock; general global and economic conditions; and other factors recited from time to time in our filings with the SEC. In light of the uncertainty inherent in our forward-looking statements, you should not consider their inclusion to be a representation that the forward-looking statements will be achieved. In evaluating forward-looking statements, you should consider all these risks and uncertainties, together with any other risks described in our other reports and documents furnished or filed with the SEC, and you should not place undue reliance on those statements. We assume no obligation for updating any forward-looking statements, whether as a result of new information, future events, or otherwise. To the extent that there are any material changes in the information contained in this Proxy Statement, however, MTI will promptly disclose the changes as and to the extent required by applicable law and the rules and regulations of the SEC.

OTHER BUSINESS

The Board does not intend to bring any other business before the Special Meeting and, so far as is known to the Board, no matters are to be brought before the Special Meeting except as specifiedother than those specifically set forth in the Notice of Special Meeting of Stockholders. As tonotice thereof. If any business that mayother matter properly comecomes before the Special Meeting,meeting for which we did not receive notice by        , 2022, however, it is intended that proxy, in the form enclosed,shares represented by proxies will be voted inwith respect thereofthereto in accordance with the best judgment of the person voting such proxies.them.

Albany, New York
       , 2022

Annex A

EXECUTION VERSION

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of August 11, 2021 by and among Mechanical Technology, Incorporated (“MTI”), EcoChain, Inc. (“EcoChain”), and Harmattan Energy Ltd., formerly known as Soluna Technologies, Ltd. (“HEL”).

Recitals

A.       MTI, through its subsidiaries, is engaged in (i) the design, manufacture, and sale of vibration measurement and system balancing solutions, precision linear displacement sensors, instruments and system solutions, and wafer inspection tools, and (ii) cryptocurrency mining powered by renewable energy. The MTI Common Stock is currently listed on the “Nasdaq Capital Market.”

B.       EcoChain is a wholly owned subsidiary of MTI and is engaged in the business of cryptocurrency mining powered by renewable energy. EcoChain and HEL previously entered into the O&M Agreements.

C.       MTI, EcoChain, and HEL desire to terminate the O&M Agreements upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Recitals; Defined Terms.

(a)          The Recitals set forth above are true and correct in all material respects and are hereby incorporated into this Agreement by reference.

(b)          As used in this Agreement (including, but not limited to, the Recitals set forth above), the following terms have the respective meanings specified below:

“Effective Time” means 10:00 a.m. (Eastern Time) on the fifth (5^th) business day following approval by MTI’s stockholders of the issuance of the Termination Shares at a special meeting of MTI’s stockholders.

“MTI Common Stock” means MTI’s common stock, par value $0.001 per share.

“O&M Agreements” means, collectively, (i) the Operating and Management Agreement dated January 13, 2020 between HEL and EcoChain, as amended or supplemented from time to time, (ii) the Operating and Management Agreement effective as of October 26, 2020 between HEL and EcoChain, as amended or supplemented from time to time, and (iii) the Project Marie O&M Agreement.

“Party” means each of MTI, EcoChain, and HEL, individually.

“Project Marie O&M Agreement” means the Operating and Management Agreement effective as of February 8, 2021 between HEL and EcoChain, as amended or supplemented from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

2.           Termination; Termination Payments; Contingent Rights Agreement.

(a)       Each of HEL and EcoChain hereby agrees that, from and after the Effective Time, each of the O&M Agreements is terminated in all respects, and neither EcoChain nor HEL shall have any further rights or obligations thereunder; provided, however, that the respective rights and obligations of the Parties under Section 3.4(c) of the Project Marie O&M Agreement shall survive such termination (subject to the terms and conditions thereof).

(b)       In consideration of the transactions contemplated by this Agreement, at the Effective Time (i) EcoChain shall tender to HEL, by wire transfer of immediately available funds, a payment in the amount of USD $725,000, (ii) MTI shall issue and deliver to HEL 150,000 shares of MTI Common Stock (collectively, the “Termination Shares”), (iii) EcoChain shall reimburse HEL for, or pay upon the direction of HEL, USD $75,000 of costs, expenses, and fees incurred by HEL in connection with the transactions contemplated by this Agreement, by wire transfer of immediately available funds, and (iv) HEL and MTI will execute and deliver an Amended and Restated Contingent Rights Agreement substantially in the form of Exhibit A attached hereto.

3.           Investment Representations; Indemnity.

(a)       HEL represents and warrants to MTI and EcoChain that the investment acknowledgements, representations, and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Effective Time.

(b)       HEL shall indemnify and hold harmless MTI, EcoChain, and their respective directors, officers, stockholders, employees, affiliates, successors and assigns from and against any and all liabilities, claims, losses, demands, actions, causes of action and expenses (including reasonable attorneys’ fees, which fees and other costs shall be paid as incurred and regardless of the outcome of any proceeding) arising out of or relating to any breach (or alleged breach) by HEL of the representations and warranties set forth in Section 3(a) above.

3A.        Registration for Resale.

(a)       MTI hereby agrees to prepare and file with the SEC, as soon as practicable but in any event not later than twenty (20) days following the Effective Time, a registration statement (the “Registration Statement”), in compliance with the Securities Act of 1933, as amended (the “Securities Act”), with respect to the resale of the Termination Shares.

(b)       MTI shall (i) use commercially reasonable efforts to cause the Registration Statement to become effective, and (ii) maintain the effectiveness of the Registration Statement until the close of business on the second anniversary of the Effective Time; provided, however, that MTI’s obligations under this Section 3A shall be suspended during any period (A) when MTI shall in good faith conclude in its sole discretion, after consultation with its legal counsel, that it is advisable to suspend use of any prospectus as a result of pending corporate developments, the disclosure requirements of the securities laws, or other events deemed material by MTI, (B) when the filing or effectiveness of the Registration Statement could, in the opinion of MTI, after consultation with its financial advisors, impair MTI’s ability to pursue a financing, acquisition, or other transaction, or (C) to the extent necessary in connection with transitioning the Registration Statement from a Form S-1 to a Form S-3 or when filing a new registration statement to register the resale of the Termination Shares on Form S-3 to replace the registration of the resale of the Termination Shares on a Form S-1 (from and after the time that any such registration statement on Form S-3 has been declared effective by the SEC, the term “Registration Statement” as defined and used herein shall refer to such registration statement on Form S-3); and provided further, that no period during which the use of any prospectus or the Registration Statement shall be suspended pursuant to clause (A), (B), or (C) hereof shall continue for more than 120 days. MTI shall prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary in its opinion to comply with its obligations under this Section 3A.

(c)       If MTI’s obligations under this Section 3A are suspended for any reason, MTI shall promptly provide HEL with written or oral notice of both the commencement and termination of the period of suspension. After receipt of such notice, HEL hereby agrees that it shall not offer, sell, pledge, hypothecate, transfer, distribute, or otherwise dispose of, in reliance on the Registration Statement, any Termination Shares during any period in which MTI’s obligations under this Section 3A are suspended. In addition, HEL hereby acknowledges that, in order to ensure compliance with insider trading and other securities laws, MTI from time to time imposes restrictions on the trading of its securities by its directors, officers, employees, and others, and HEL hereby agrees to comply with those restrictions as long as they apply to HEL.

(d)       It shall be a condition to MTI’s obligations under this Section 3A that HEL (i) shall have promptly taken all such actions as MTI shall reasonably request in connection with the Registration Statement, and (ii) shall have provided promptly (and in any event within seven business days) such information and other materials as MTI or its counsel shall request in connection with the Registration Statement. HEL hereby represents, warrants, and agrees that all such information provided by HEL or on its behalf shall be true, complete, and correct. HEL shall comply with the Securities Act and any other law, rule, regulation, or other legal requirement applicable to any disposition of any Termination Shares pursuant to the Registration

Statement. In addition, all sales of Termination Shares shall be subject to MTI’s insider trading policy as in effect from time to time.

(e)       MTI shall pay all expenses incurred by it in complying with its obligations under this Section 3A, including registration and filing fees, listing fees, printing expenses, messenger and delivery expenses, fees and expenses of MTI’s counsel, fees and expenses of MTI’s accountants, and MTI’s internal expenses. HEL shall pay all expenses incurred by it in connection with the disposition of the Termination Shares, including any broker’s fees or commissions, selling expenses, messenger and delivery expenses, and fees and expenses of any counsel retained by HEL.

(f)       MTI’s obligations under this Section 3A shall terminate on the date on which HEL may sell all Termination Shares then owned by it pursuant to Rule 144 promulgated under the Securities Act (or another similar exemption) without compliance with the volume, manner of sale, or current public information requirements thereof. HEL’s rights under this Section 3A are non-transferable except by operation of law pursuant to the acquisition or dissolution of HEL.

4.           Mutual Release.

(a)       In consideration of the transactions contemplated by this Agreement, HEL for itself and its successors and assigns does hereby fully, finally and forever release, acquit, exonerate, and discharge MTI, EcoChain. and their respective directors, officers, stockholders, managers, members, employees, agents, representatives, affiliates, successors, and assigns, of and from any and all claims, rights, duties, charges, demands, actions, causes of action, suits, controversies, damages, losses, liabilities, costs, debts, expenses, and attorneys’ fees of any and every nature whatsoever, whether matured or unmatured, fixed or contingent, known or unknown, suspected or unsuspected, which HEL ever had, now has, or may claim to have against MTI and/or EcoChain, from the beginning of time until the date of this Agreement, solely to the extent arising out of or relating to the O&M Agreements (or any of them); provided, however, that HEL does not waive any rights to enforce this Agreement.

(b)       In consideration of the transactions contemplated by this Agreement, EcoChain for itself and its successors and assigns does hereby fully, finally and forever release, acquit, exonerate, and discharge HEL and its directors, officers, stockholders, employees, agents, representatives, affiliates, successors, and assigns, of and from any and all claims, rights, duties, charges, demands, actions, causes of action, suits, controversies, damages, losses, liabilities, costs, debts, expenses, and attorneys’ fees of any and every nature whatsoever, whether matured or unmatured, fixed or contingent, known or unknown, suspected or unsuspected, which EcoChain ever had, now has, or may claim to have against HEL from the beginning of time until the date of this Agreement, solely to the extent arising out of or relating to the O&M Agreements (or any of them); provided, however, that EcoChain does not waive any rights to enforce this Agreement.

5.            Indemnity; Covenant not to Sue.

(a)       If any Party releasing (or purporting to release) claims under Section 4 above (each a “Releasing Party”) takes any action in violation of the release and discharge provided therein, the Releasing Party shall indemnify and hold harmless the Party released (or purported to be released) thereunder (each a “Released Party”) from and against any and all liabilities, claims, losses, demands, actions, causes of action and expenses (including reasonable attorneys’ fees, which fees and other costs shall be paid as incurred and regardless of the outcome of any proceeding) arising out of or in connection with any asserted, alleged, threatened or litigated claim, lawsuit, arbitration or other proceeding asserted or brought by any Releasing Party with respect to the matters released (or purported to be released) pursuant to Section 4 hereof.

(b)       Each Releasing Party covenants and agrees that it will not file, initiate, commence, institute, maintain, prosecute, aid, assist or voluntarily participate in any way in any action at law, suit in equity or other proceeding, whether administrative, judicial or otherwise, or voluntarily appear, testify or produce documents in any such action, suit or proceeding against one or more Released Parties which is based on, in whole, or in part, or which arises out of, or is connected with, the matters released (or purported to be released) pursuant to Section 4 hereof.

6.           No Subrogation.

(a)       HEL represents and warrants to MTI and EcoChain that HEL has not made or suffered any assignment, subrogation, hypothecation or other disposition by operation of law or otherwise, of any claim, right, interest, demand, obligation or cause of action stated to have been released pursuant to Section 4(a) hereof. HEL shall indemnify and hold harmless MTI and EcoChain (and all related Released Parties) from any such claim asserted by any person or entity

claiming to be an assignee or subrogee of any claim, right, interest, obligation, demand or cause of action that has been released (or that is purported to be released) pursuant to Section 4(a) hereof.

(b)       EcoChain represents and warrants to HEL that EcoChain has not made or suffered any assignment, subrogation, hypothecation or other disposition by operation of law or otherwise, of any claim, right, interest, demand, obligation or cause of action stated to have been released pursuant to Section 4(b) hereof. EcoChain shall indemnify and hold harmless HEL (and all related Released Parties) from any such claim asserted by any person or entity claiming to be an assignee or subrogee of any claim, right, interest, obligation, demand or cause of action that has been released (or that is purported to be released) pursuant to Section 4(b) hereof.

7.           No Admission of Liability. The Parties acknowledge that this Agreement is being executed in order to settle and forever set at rest any and all claims and controversies of whatever nature which may exist among the Parties under the O&M Agreements, and that neither this Agreement nor the releases contained herein constitute an acknowledgment or admission of liability in any way on the part of any Party or its successors, assigns, agents, officers, directors or employees, all of whom expressly deny any liability for any and all claims of whatever nature.

8.           Notices. Any notice required or permitted by this Agreement shall be in writing and shall be made by hand delivery (with written confirmation of receipt), by nationally recognized overnight delivery service (charges prepaid), or by certified mail (return receipt requested, postage prepaid), addressed to the applicable party at such party’s address on the signature page hereto (or at such different address as may be designated by such party by written notice to the other party as provided herein). Notice shall be considered given as of the earliest of the date of actual receipt, the date of hand delivery, one (1) calendar day after delivery to an overnight delivery service, or three (3) calendar days after the date of mailing.

9.           Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of laws provisions. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought only in the courts of the State of New York or of the United States District Court for the Northern District of New York (if a basis for federal jurisdiction exists), and each Party hereto irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and of the United States District Court for the Northern District of New York (if a basis for federal jurisdiction exists).

10.         Entire Agreement; Amendment; Waiver. This Agreement contains the entire understanding and agreement among the Parties with respect to the subject matter hereof, and supersedes all prior discussions and understandings (whether oral or written) between them with respect thereto. No amendment to, or modification or waiver of, any of the terms of this Agreement shall be valid unless in writing signed by the Party against whom enforcement of such amendment, modification, or waiver is sought. All schedules and exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

11.        Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

12.        Severability. If any provision (or any part of any provision) contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent such provision (or part thereof) is invalid, illegal, or unenforceable.

13.        Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS ARE MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. EACH OF THE PARTIES HERETO AGREES THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION WITHOUT A JURY.

14.        Termination. This Agreement, and the respective rights and obligations of the Parties hereunder, immediately and automatically shall terminate if the Effective Time does not occur prior to 5:00 p.m. (Eastern Time) on October 31, 2021.

15.        Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and may be delivered via facsimile or electronic transmission.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written.