Your vote is important. Whether or not you intend to be present at the ~~meeting,~~Special Meeting, please mark, sign, and date the enclosed proxy and return it in the enclosed envelope to assure that your shares are represented at the Special Meeting. If you attend the Special Meeting, you may vote in person if you wish to do so, even if you have previously submitted your proxy.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of ~~Stockholders~~Shareholders to Be Held on ~~[________]:~~March 25, 2021: The proxy statement is available at

~~This proxy statement is furnished to stockholders of~~In this Proxy Statement, Mechanical Technology, Incorporated, a New York corporation, ~~(the “~~is referred to as "MKTY," the "Company," "we," "us" and "our."

This proxy statement is furnished to shareholders of the Company~~”),~~ in connection with the solicitation by the Board of Directors of the Company (the “"Board”") of proxies for use at the Special Meeting of ~~Stockholders~~Shareholders (the “"Special Meeting”") scheduled to be held on ~~[_____]~~March 25, 2021 at ~~[___]~~10:00 A.M. Eastern Time, at ~~the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas,~~4 Pine West Plaza, Albany, New York ~~New York 10019,~~12205, and at any and all adjournments or postponements thereof. ~~References to “we,” “our”~~Notwithstanding the foregoing or ~~“us” in this proxy statement refer~~anything to the ~~Company.~~contrary contained herein, as a precaution due to the outbreak of the coronavirus (COVID-19), the Company is planning for the possibility that there may be limitations on attending the Special Meeting in person, or the Company may decide to hold the Special Meeting on a different date, at a different location or by means of remote communication (i.e., a "virtual meeting").

Shareholders of the Company are being asked to consider and vote upon the following ~~proposal~~proposals at the Special Meeting:

To1. to approve the reincorporation of the Company in the State of Nevadapursuant to a merger with and into a wholly-owned subsidiary of the Company (the "Reincorporation Merger");

2. to approve an amendment (the "Amendment")to the ~~Company’s~~Company's Articles (Certificate) of Incorporation to effect, in the discretion of the board of directors of the Company (the "Board of Directors" or the "Board"), a reverse stock split of the Company's common stock, par value $0.01 per share ("Common Stock"), at any time prior to the 2022 annual meeting of shareholders at a reverse split ratio in the range of between 1-for-2 and 1-for-10], which specific ratio will be determined by our Board (the "Reverse Stock Split"). The Amendment will not be implemented and the Reverse Stock Split will not occur unless the Board determines that the Reverse Stock Split is necessary to satisfy the initial or continued listing standards or requirements of The Nasdaq Capital Market or another national securities exchange and it is in the best interests of the Company and its shareholders to implement the Reverse Stock Split; and

The accompanying Notice of Special Meeting of Shareholders, proxy card and this proxy statement are first being mailed to Company shareholders on or about [_____], 2021.

The Board has fixed February 17, 2021 as the record date for the Special Meeting (the "Record Date"). Shareholders of record as of the Record Date are entitled to vote at the Special Meeting and any postponements or adjournments thereof. On the Record Date, there were [______] shares of Common Stock outstanding. Each holder of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held as of the Record Date with respect to each matter submitted to the shareholders at the Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting, we urge you to vote over the Internet, by telephone, or by mailing your proxy to ensure that your vote is counted. You may still attend the Special Meeting if you have already voted by proxy.

If, on the Record Date, your shares were registered directly in your name with our transfer agent, then you are considered the shareholder of record with respect to those shares.

As a shareholder of record, you may vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to vote over the Internet or by telephone, or by filling out and returning the proxy card provided.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and the Notice is being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the shareholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What is the recommendation of the Board on each of the proposals scheduled to be voted on at the Special Meeting?

The presence, in person or by proxy, of thirty-three and one-third percent (33 1/3%) of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Special Meeting, or any adjournment or postponement thereof. Shares represented by proxies which contain an abstention and "broker non-vote" shares (described below) are counted as present for purposes of determining the presence of a quorum for the Special Meeting.

All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Special Meeting as specified in such proxies.

Votes at the Special Meeting will be tabulated by one or more inspectors of election appointed by the Chief Executive Officer.

Vote Required to Approve the Reincorporation Merger (Proposal No. 1). The Company's Amended and Restated Bylaws (the "Bylaws") provide that, on all matters (other than the election of directors and except to the extent otherwise required by the Company's Certificate of Incorporation, as amended (the “"Certificate of Incorporation”"), ~~whereby~~or applicable New York law), the ~~Company~~majority vote of shareholders present in person or by proxy and voting either affirmatively or negatively will ~~effect a 1-for-15 reverse stock split (the “~~~~Reverse Stock Split~~”)be required for approval. Section 903(a) of the ~~issued and outstanding shares~~NYBSC requires the affirmative vote of ~~the Company’s common stock, par value $0.01 per share (“~~~~Common Stock~~”), which would result in (i) holdings prior to such split of fewer than 15 shares being converted into a fractional share for which the holder would be entitled to receive the Cash Consideration (as hereinafter defined) and (ii) each stockholder holding 15 or more shares being entitled to receive one share for each 15 shares held and the Cash Consideration for any fractional shares.

~~The proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split is attached to this proxy statement asAnnex A~~.

~~The accompanying Notice of Special Meeting of Stockholders, proxy card and this proxy statement are first being mailed to Company stockholders on or about [_____].~~

~~The Board has decided that the costs of being a Securities and Exchange Commission (“~~~~SEC~~”) reporting company outweigh the benefits and, thus, that it is no longer in the best interests of the Company or our stockholders, including our unaffiliated stockholders, for us to remain an SEC reporting company. The Reverse Stock Split will enable us to terminate the registration of our Common Stock under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act~~~~”), if, after the Reverse Stock Split, there are fewer than 300 record holders of our Common Stock and we make the necessary filings with the SEC.~~

~~The Board has fixed [_____] as the record date for the Special Meeting (the “~~~~Record Date~~~~”). Stockholders of record as of the Record Date are entitled to vote at the Special Meeting and any postponements or adjournments thereof. We cannot complete the Reverse Stock Split unless~~ the holders of at least a majority of the ~~outstanding~~Company's shares entitled to vote to approve a reincorporation. Accordingly, the affirmative vote of Common Stock on the Record Date approve the amendment to the Certificate of Incorporation to effect the Reverse Stock Split at the Special Meeting. On the Record Date, there were [9,369,177] shares of Common Stock outstanding. Our executive officers and directors and Brookstone Partners Acquisition XXIV, LLC, a ~~Delaware limited liability company (“~~~~Brookstone XXIV~~~~”), the Company’s largest stockholder, who together own or vote approximately [43.2]%~~majority of the shares outstanding on the Record Date, have indicated they will vote in favor of the proposed amendment to the Certificate of Incorporation with respect to all shares for which they hold or share voting power.

~~We urge you to read this proxy statement carefully and in its entirety, including the attached Annex.~~

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS DOCUMENT OR THE RELATED SCHEDULE 13E-3, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.

The following summary term sheet, together with the Questions and Answers section that follows, highlights certain information about the proposed Reverse Stock Split, but may not contain all of the information that is important to you. For a more complete description of the Reverse Stock Split, we urge you to carefully read this entire proxy statement and~~Annex A~~ ~~hereto before you vote. For your convenience, we have directed your attention to the location in this proxy statement where you can find a more complete discussion of the items listed below.~~

~~See “Special Factors – Purposes of and Reasons for the Reverse Stock Split” beginning on page 17 and “Special Factors – Effects of the Reverse Stock Split” on page 28.~~

~~See “Special Factors – Purposes of and Reasons for the Reverse Stock Split” beginning on page 17.~~

See “Special Factors – Effects of the Reverse Stock Split” beginning on page 28, “Special Factors – Alternatives Considered” beginning on page 27, “Special Factors – Fairness of the Reverse Stock Split” beginning on page 23 and “Special Factors – Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons” beginning on page 42.

~~See “Special Factors – Fairness of the Reverse Stock Split” beginning on page 23.~~

~~If the Reverse Stock Split occurs, there will be certain disadvantages to stockholders, including the following:~~

~~See “Special Factors – Fairness of the Reverse Stock Split – Disadvantages of the Reverse Stock Split” beginning on page 25.~~

The following questions and answers are intended to briefly address potential questions that you, as a Company stockholder, may have regarding the Reverse Stock Split and the Special Meeting that are not addressed in the Summary Term Sheet above. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annex to this proxy statement and any information and documents referred to or incorporated by reference in this proxy statement.

~~The Special Meeting will be held at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019 on [__________], at [___] A.M. Eastern Time.~~

~~Our stockholders will consider and vote upon the proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split.~~

The Reverse Stock Split is a reduction of the number of our authorized and issued and outstanding Common Stock at a ratio of 15 shares prior to the Reverse Stock Split to one share following the Reverse Stock Split. Stockholders that own less than 15 shares prior to the Reverse Stock Split will cease to own any shares of our Common Stock and instead will receive the Cash Consideration for their shares. Stockholders that own 15 shares or more prior to the Reverse Stock Split will remain stockholders of the Company and will receive the Cash Consideration for any fractional shares of Common Stock they would otherwise be entitled to as a result of the Reverse Stock Split. The number of authorized shares of Common Stock will not be reduced as a result of the Reverse Stock Split. Consequently, the number of authorized but unissued shares of Common Stock will increase as a result of the Reverse Stock Split.

~~The Board unanimously recommends that you vote “FOR” the proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split.~~

~~How will the Reverse Stock Split affect the day to day operations of the Company?~~

Though the Reverse Stock Split will have very little effect on the Company’s business and operations, it will reduce management time spent on compliance and disclosure matters attributable to our Exchange Act filings, and may therefore enable management to increase its focus on managing our business and growing stockholder value.

Our directors and executive officers and Brookstone XXIV may have interests in the Reverse Stock Split that are different from your interests as a stockholder, and have relationships that may present conflicts of interest.

Upon the effectiveness of the Reverse Stock Split, the aggregate number of shares of our Common Stock owned by our current directors and executive officers and by Brookstone XXIV will be reduced proportionately by the Reverse Stock Split ratio of 1-for-15 and the aggregate beneficial ownership percentage of the shares of our Common Stock (including shares underlying stock options exercisable within 60 days) held by our current directors and executive officers and Brookstone XXIV will increase from approximately [45.4]% to [45.5]% as a result of the reduction of the number of shares of our Common Stock outstanding. Each of our directors and executive officers will continue to own our Common Stock and will continue to serve as a director or executive officer after the Reverse Stock Split. Directors, executive officers and Brookstone XXIV will experience certain advantages after the Reverse Stock Split in that they will be relieved of certain SEC reporting requirements and will no longer be subject to the “short-swing profit” trading recovery provisions under Section 16 of the Exchange Act. Information regarding our officers’ and directors’ compensation and stock ownership will no longer be publicly available, and persons acquiring more than 5% of our Common Stock will no longer be required to report their beneficial ownership under the Exchange Act. In addition, by deregistering our Common Stock under the Exchange Act subsequent to the consummation of the Reverse Stock Split, we will no longer be prohibited, pursuant to Section 402 of the Sarbanes-Oxley Act of 2002, from making personal loans to our directors or executive officers, although no such loans currently are contemplated.

~~What if I hold fewer than 15 shares of Common Stock and hold all of my shares in street name?~~

If you hold fewer than 15 shares of our Common Stock in street name, your broker, bank or other nominee is considered the stockholder of record with respect to those shares and not you. It is possible that the bank, broker or other nominee also holds shares for other beneficial owners of our Common Stock and that it may hold 15 or more total shares. Therefore, depending upon their procedures, they may not be obligated to treat the Reverse Stock Split as affecting beneficial owners’ shares. It is our desire to treat stockholders holding fewer than 15 shares of our Common Stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders whose shares are registered in their name. However, we or our transfer agent, American Stock Transfer & Trust Company, LLC, may not have the necessary information to compare your record holdings with any shares that you may hold in street name in a brokerage account and these banks, brokers and other nominees may have different procedures for processing the Reverse Stock Split. Accordingly, if you hold your shares of our Common Stock in street name, we encourage you to contact your bank, broker or other nominee.

What happens if I own a total of 15 or more shares of Common Stock beneficially through multiple brokerage firms in street name, or through a combination of record ownership in my name and one or more brokerage firms in street name?

We may not have the information to compare your record holdings and your ownership through a brokerage firm or to compare your holdings in two or more different brokerage firms. As a result, even if you hold a total of 15 or more shares, you may nevertheless have your shares cashed out if you hold them in a combination of record and street name or through accounts in several brokerage firms. If you are in this situation and desire to remain a stockholder of the Company after the Reverse Stock Split, we recommend that you combine your holdings in one brokerage account or transfer any shares held through a brokerage firm into record name prior to the effective date of the Reverse Stock Split. You should be able to determine whether your shares will be cashed out by examining your brokerage account statements to see if you hold more than the minimum number of shares in any one account. To determine the Reverse Stock Split’s effect on any shares you hold in street name (and possible payment of the Cash Consideration), you should contact your broker, bank or other nominee.

~~If I own fewer than 15 shares of Common Stock, is there any way I can continue to be a stockholder of the Company after the Reverse Stock Split?~~

If you own fewer than 15 shares of our Common Stock before the Reverse Stock Split, the only way you can continue to be a stockholder of the Company immediately after the Reverse Stock Split is to acquire, prior to the effective date, sufficient additional shares to cause you to own a minimum of 15 shares on the effective date. We cannot assure you, however, that any shares will be available for purchase and thus there can be no assurance that you will be able to acquire sufficient shares to meet or exceed the required 15 shares. In such an instance, you would not remain a stockholder of the Company after the effective date of the Reverse Stock Split, unless you purchased shares of Common Stock after the effective date.

~~Is there anything I can do if I own 15 or more shares of Common Stock, but would like to take advantage of the opportunity to receive cash for all my shares as a result of the Reverse Stock Split?~~

If you own 15 or more shares of our Common Stock before the Reverse Stock Split, you can only receive cash for all of your shares if, prior to the effective date, you reduce your stock ownership to fewer than 15 shares by selling or otherwise transferring shares. There can be no assurance, however, that any purchaser for your shares will be available.

~~Only holders of record of our Common Stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting.~~

~~At the close of business on the Record Date, there were [9,369,177] shares of Common Stock outstanding. At the Special Meeting, each share~~ of Common Stock outstanding on the Record Date ~~entitles~~and entitled to vote on the ~~holder thereof~~matter will be required to ~~one vote.~~

~~What is a “quorum” for purposes of~~approve the ~~Special Meeting?~~Reincorporation Merger.

~~In order~~Vote Required to ~~conduct business at~~Approve the ~~Special Meeting, a quorum~~Amendment to the Articles (Certificate) of ~~stockholders is necessary. A quorum~~Incorporation to effect, in the discretion of the Board, the Reverse Stock Split (Proposal No. 2). Our Bylaws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Certificate of Incorporation or applicable New York law), the majority vote of shareholders present in person or by proxy and voting either affirmatively or negatively will be ~~present if stockholders holding~~required for approval. Section 803(a) of the NYBSC provides that the vote of a majority of all outstanding shares entitled to vote on a matter at ~~least 33 1/3%~~a meeting of shareholders is required to approve an amendment to a certificate of incorporation. Accordingly, the affirmative vote of a majority of the shares of Common Stock ~~entitling the holder to vote are present at the Special Meeting in person or by proxy. On the close of business~~outstanding on the Record Date ~~there were [9,369,177] shares~~and entitled to vote on the matter will be required to approve the Amendment and the Reverse Stock Split.

Vote Required to Approve the 2021 Plan (Proposal No. 3). Our Bylaws provide that, on all matters (other than the election of ~~Common Stock outstanding~~directors and ~~accordingly,~~except to the ~~presence,~~extent otherwise required by our Certificate of Incorporation or applicable New York law), the majority vote of shareholders present in person or by proxy ~~of holders of at least [3,123,059] shares is necessary to meet the quorum requirement.~~

~~What vote is~~and voting either affirmatively or negatively will be required ~~to approve the proposal?~~

~~Once a quorum has been established, approval of the proposal to amend the Certificate of Incorporation to effect the Reverse Stock Split requires~~for approval. Accordingly, the affirmative vote of ~~the holders of~~ a majority of ~~all of~~ the ~~shares outstanding and entitled to vote on this matter. Because our directors and executive officers and Brookstone XXIV collectively own [43.2]% of our outstanding~~ shares of Common Stock ~~entitled to be voted~~present in person or by proxy at the Special Meeting ~~and have indicated their intention to vote in favor~~will be required for approval of the ~~Reverse Stock Split, the Reverse Stock Split will be approved if holders of just an additional [6.9]% of the outstanding shares of Common Stock vote in favor of the proposal.~~2021 Plan.

~~How~~What are ~~abstentions and broker non-votes counted? What if I don’t vote at all?~~"broker non-votes"?

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and ~~abstentions~~(ii) the broker lacked discretionary authority to vote the shares. These unvoted shares are ~~included~~considered "broker non-votes" with respect to such matters. Broker non-votes are counted for purposes of determining whether a quorum is ~~present at~~present. Note that if you are a ~~meeting. A~~beneficial holder and do not provide specific voting instructions to your broker, ~~“non-vote” occurs when a nominee holding~~the broker that holds your shares ~~of Common Stock for the beneficial owner does~~will not be authorized to vote on ~~a particular proposal because~~ the ~~nominee does not have discretionary voting power with respect to that item and has not received instructions~~approval of the 2021 Plan (Proposal No. 3).

Approval of the reincorporation of the Company from the ~~beneficial owner. As~~State of New York to the State of Nevada (Proposal No. 1) and approval of the Amendment to the Articles (Certificate) of Incorporation to effect, in the discretion of the Board, the Reverse Stock Split ~~proposal requires the affirmative vote of holders of~~(Proposal No. 2) are both considered to be a ~~majority of the outstanding shares of Common Stock, an abstention, a failure~~routine matters and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote ~~and a broker non-vote~~the shares in your account for either Proposal No. 1 or Proposal No. 2, brokers will ~~each have~~be permitted to exercise their discretionary authority to vote for the ~~effect of a vote~~~~against~~ ~~this proposal.~~

~~What will happen if the Reverse Stock Split is approved by our stockholders?~~

~~Assuming that we have fewer than 300 record holders of our Common Stock after the Reverse Stock Split, we will, subject to final~~ approval of such proposals, as applicable. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Board, file applicable forms with the SEC to deregister our shares of Common Stock under the Exchange Act. Upon the effectiveness of those filings, we would no longer be subject to the reporting and related requirements under the Exchange Act that are applicable to public companies.

If the Reverse Stock Split is not approved by our stockholders, we will continue to operate our business, and we will continue to incur the costs involved with being an SEC reporting company. We also may decide to evaluate and explore available alternatives, although the Board has not yet made a determination that any of those alternatives are feasible or advisable.Special Meeting.

A shareholder who has given a proxy may revoke it at any time before it is exercised at the meeting by:

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Shareholders will not be entitled to dissenter's rights with respect to any matter to be considered at the Special Meeting.

We will send only one set of Special Meeting materials and other corporate mailings to shareholders who share a single address unless we received contrary instructions from any shareholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Special Meeting materials to a shareholder at a shared address to which a single copy of the Special Meeting materials was delivered. You may make such a request (i) by mail to: Mechanical Technology, Incorporated, ATTN: Investor Relations Department, 325 Washington Avenue Extension, Albany, New York 12205, (ii) by e-mail to contact@mechtech.com or (iii) by telephone to (518) 218-2565.

If multiple shareholders sharing an address have received one copy of the ~~Reverse Stock Split~~Special Meeting materials or any other corporate mailing and would prefer the Company to mail each shareholder a separate copy of future mailings, you may send notification to or call the Company's principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of the Special Meeting materials or other corporate mailings and would prefer the Company to mail one copy of future mailings to shareholders at the shared address, notification of such request may also be made by mail or by calling the Company's principal executive offices.

Our Board has unanimously approved the reincorporation of the Company in Nevada pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), a form of which is ~~approved~~attached as Appendix A, entered into by and between the ~~stockholders, can~~Company and a wholly-owned subsidiary of the Company organized under the laws of the State of Nevada for purposes of effecting the Reincorporation Merger. For the reasons discussed below, the Board ~~determine not~~recommends that the shareholders also approve the Reincorporation Merger. Approval of the Reincorporation Merger also will constitute approval of the Merger Agreement. For purposes of the discussion below, the Company, before and after the Reincorporation Merger, is sometimes referred to ~~proceed with the Reverse Stock Split?~~as "MKTY-NY" and "MKTY-NV," respectively.

~~Even if~~The Merger Agreement provides for a tax-free reorganization pursuant to the Reverse Stock Split is approved by the stockholders, the Board may determine not to proceed with the Reverse Stock Split if it believes that proceeding with the Reverse Stock Split is not in our best interests or in the best interestsprovisions of ~~our stockholders, including all unaffiliated stockholders.~~

~~Will the deregistration of our Common Stock have any impact on our~~ Section ~~382 Rights Agreement?~~

~~On October 6, 2016, the Board adopted a Section 382 rights agreement (the “~~~~Rights Agreement~~~~”) in an effort to protect against a possible limitation on the Company’s ability to use its net operating loss carryforwards (“~~~~NOLs~~”). The Company may utilize these NOLs in certain circumstances to offset future U.S. taxable income and reduce its U.S. federal income tax liability, which may arise even in periods when the Company incurs an accounting loss for reporting purposes. The Company’s ability to use its NOLs, however, could be substantially limited if an “ownership change,” as defined under Section 382368 of the Internal Revenue Code ~~of 1986,~~(the "Code"), whereby we will be merged with and into MKTY-NV, our separate existence as ~~amended (the “~~~~Code~~~~”), occurred. In general, an ownership change would occur if~~a New York corporation shall cease, and ~~when~~MKTY-NV shall continue as the percentage of ownership of Company stock by one or more “5-percent shareholders” (as defined under IRC Section 382) has increased by more than 50% at any time during the prior three years (calculated on a rolling basis). These provisions can be triggered not only by merger and acquisition activity but by normal market trading as well. The Rights Agreement is designed to deter trading that would result in an ownership change that could lead to the losssurviving corporation of the ~~NOLs and a resulting reduction in~~Reincorporation Merger governed by the Company’s value. The Rights Agreement is intended to act as a deterrent to any person (together with all affiliates and associates of such person) acquiring “beneficial ownership” (as defined in the Rights Agreement) of 4.99% or morelaws of the ~~outstanding shares~~State of ~~Common Stock without the approval of the Board.~~Nevada. The Company’s status as an SEC reporting company has no bearing on the Company’s ability to utilize its NOLs and the Board will continue to take all measures to protect against a possible limitation on the Company’s ability to utilize its NOLs notwithstanding the deregistration of our Common Stock. Accordingly, stockholders are cautionedMerger Agreement provides that ~~the Rights Agreement will remain in effect and continue to be strictly enforced by the Board following the deregistration of our Common Stock.~~

No. After the Reverse Stock Split is completed, we will send instructions for sending in your certificates representing shares of Common Stock in order to receive any Cash Consideration to which you may be entitled as well as new stock certificates representing the new number of shares you own, if any.

~~Since the per~~each share ~~Cash Consideration will not be known until the effective date of the Reverse Stock Split and we will not know exactly how many record and beneficial holders~~ of our Common Stock outstanding as of the effective time of the Reincorporation Merger shall be converted into one share of the common stock of MKTY-NV with no further action required on the part of our shareholders. The Board believes that the Reincorporation Merger will ~~receive~~benefit the ~~Cash Consideration in connection with~~Company and its shareholders. We expect to effect the ~~Reverse Stock Split, we do not currently know~~Reincorporation Merger as soon as practicable following shareholder approval of the ~~exact cost~~proposal, regardless of whether our shareholders also approve the proposal to grant discretionary authority to the Board to effect the Reverse Stock Split. ~~Based,~~Our Board of Directors, however, ~~on information that we have received as of [__________] from~~may determine to abandon the Reincorporation Merger either before or after shareholder approval has been obtained. If, in addition to approving the Reincorporation Merger, our ~~transfer agent, American Stock Transfer & Trust Company, LLC, with regard~~shareholders vote to ~~the size of holdings of those of you who may hold shares in street name, as well as~~grant our ~~estimates of other Reverse Stock Split expenses, we believe that the total cash requirement~~Board discretionary authority to effect the Reverse Stock Split, ~~(including professional fees~~we expect to consummate the Reincorporation Merger prior to effecting the Reverse Stock Split, if at all.

We believe that reincorporation in Nevada will give us a greater measure of flexibility and ~~other expenses)~~simplicity in corporate governance than is available under New York law and will increase the marketability of our securities. The Nevada Revised Statutes (the "NRS") are generally recognized as one of the most comprehensive and progressive state corporate statutes. By reincorporating the Company in Nevada, the Company (through its successor, MKTY-NV) will be ~~approximately $[_____].~~better suited to take advantage of business opportunities as they arise and to provide for its ever-changing business needs. We believe that the Company's growth can be conducted to better advantage if the Company is able to operate under Nevada law.

Accordingly, our Board believes that it is in the Company's and our shareholders' best interests that our state of incorporation be changed from New York to Nevada, and has recommended the approval of the Reincorporation Merger to our shareholders. Reincorporation in Nevada will not result in any change in our business, operations, management, assets, liabilities or net worth; however, reincorporation in Nevada will allow us to take advantage of certain provisions of the corporate laws of Nevada as described herein.

Our corporate affairs currently are governed by New York law and the provisions of the Certificate of Incorporation and the Bylaws of MKTY-NY. Copies of the Certificate of Incorporation and Bylaws are included as exhibits to our filings with the Securities and Exchange Commission (the "SEC"), and are available for inspection during regular business hours at the principal executive offices of the Company. Copies will be sent to shareholders upon request. If the Reincorporation Merger is approved at the Special Meeting and effected, our corporate affairs will be governed by Nevada law and the provisions of the Articles of Incorporation and the Bylaws of MKTY-NV. Copies of the Articles of Incorporation and the Bylaws of MKTY-NV are attached to this Proxy Statement as Appendix B and Appendix C, respectively.

~~No. Under~~The Reincorporation Merger will be effected by the merger of MKTY-NY with and into MKTY-NV pursuant to the Merger Agreement. MKTY-NV is a wholly-owned subsidiary of MKTY-NY that was incorporated by us under the laws of the State of Nevada for the sole purpose of effecting the Reincorporation Merger. The Reincorporation Merger will become effective upon the filing of the requisite merger documents in New York and Nevada, which is expected to occur as soon as practicable after the Special Meeting if the Reincorporation Merger is approved by shareholders. Our Board, however, may determine to abandon the Reincorporation Merger notwithstanding shareholder approval of the Reincorporation Merger and the Merger Agreement. The discussion below is qualified in its entirety by reference to the Merger Agreement, and by the applicable provisions of New York law ~~our Certificate of Incorporation~~ and ~~our Bylaws, no appraisal or dissenters’ rights are available to our stockholders who dissent from the Reverse Stock Split.~~Nevada law.

~~Sign and date each proxy card you receive and return it in the enclosed envelope prior to the Special Meeting or attend the Special Meeting and vote in person.~~

~~Yes. You may change your proxy instructions at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:~~

~~If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.~~

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

The Board has decided that the costs of being an SEC reporting company outweigh the benefits and, thus, that it is no longer in our best interests or the best interests of our stockholders, including our unaffiliated stockholders, for us to remain an SEC reporting company. Therefore, the Board has unanimously authorized, subject to stockholder approval, a 1-for-15 reverse stock split of our Common Stock. At the Special Meeting, stockholders are being asked to consider and vote upon a proposal to amend our Certificate of Incorporation to effect the Reverse Stock Split. A copyOn effectiveness of the ~~proposed amendment to our Certificate~~Reincorporation Merger:

Following the Reincorporation Merger, stock certificates previously representing our Common Stock may be delivered in effecting sales through a broker, or otherwise, of shares of MKTY-NV stock. It will not be necessary for you to exchange your existing stock certificates for stock certificates of MKTY-NV, and if you do so, it will be at your own cost.

~~In determining whether~~The Reincorporation Merger will not cause a change in our name, which will remain "Mechanical Technology, Incorporated." The Reincorporation Merger also will not affect any change in our business, management or operations or the location of our principal executive office. On effectiveness of the Reincorporation Merger, our directors and officers will become all of the officers and directors of MKTY-NV, all of our employee benefit and stock option plans will become MKTY-NV plans (including the 2021 Plan if approved by shareholders), and each option or right issued under such plans will automatically be converted into an option or right to purchase the same number of ~~our stockholders~~shares of ~~record falls below 300 as a result of~~MKTY-NV common stock, at the ~~Reverse Stock Split, we must count stockholders of record in accordance with Rule 12g5-1 under~~same price per share, upon the ~~Exchange Act. Rule 12g5-1 provides, with certain exceptions, that in determining whether issuers, including the Company, are~~same terms and subject to the ~~registration provisions~~same conditions as before the Reincorporation Merger. Shareholders should note that approval of the ~~Exchange Act, securities~~Reincorporation Merger will also constitute approval of these stock plans continuing as plans of MKTY-NV. Any employment contracts and other employee benefit arrangements that are ~~considered to be “held of record” by each person who is identified as~~in existence at the ~~owner of such securities on the respective records of security holders maintained by or on behalf~~time of the ~~issuers. Institutional custodians such as~~Reincorporation Merger also will be continued by MKTY-NV upon the ~~Depository Trust & Clearing Company (“~~~~DTC~~”)terms and ~~other commercial depositories, however, are not considered a single holder of record for purposes of these provisions. Rather, each depository’s accounts are treated as the record holder of shares.~~

As a result of the Reverse Stock Split and the repurchase of fractional shares in connection therewith, we expect to have approximately [210] record holders of our shares of Common Stock upon effectiveness of the Reverse Stock Split, which would enable us to terminate the registration of the Common Stock under the Exchange Act. If the Reverse Stock Split is consummated, we intend, subject to the ~~final~~conditions currently in effect. We believe that the Reincorporation Merger will not affect any of our material contracts with any third parties, except to the extent that the Reincorporation Merger is deemed to result in an assignment of any material contract requiring the other party to such material contract to consent to such assignment, and that our rights and obligations under such material contractual arrangements will continue as rights and obligations of MKTY-NV.

Other than receipt of shareholder approval, notification to the Financial Industry Regulatory Authority, Inc. ("FINRA") of the ~~Board, to file with the SEC a Form 15 to deregister our shares. Upon~~Reincorporation Merger, as described below under "Regulatory Approval," and the filing of requisite merger documents in Nevada and New York, there are no federal, state or other regulatory requirements or approvals that must be obtained in order for us to consummate the ~~Form 15, our obligation~~Reincorporation Merger.

The shares of MKTY-NV common stock to ~~file periodic and current reports under the Exchange Act will~~ be ~~immediately suspended. Deregistration~~issued upon conversion of ~~our~~ shares ~~will be effective 90 days after filing~~ of the Form 15. Upon deregistration of our shares, our obligation to comply with the requirements of the proxy rules and to file proxy statements under Section 14 of the Exchange Act will also be terminated. We will not be required to file periodic and current reports with the SECMKTY-NY Common Stock in the ~~future unless we subsequently file another registration statement~~Reincorporation Merger are not being registered under the Securities Act of 1933, as amended ~~or again have record holders~~(the "Securities Act"). In this regard, we are relying on Rule 145(a)(2) under the Securities Act, which provides that a merger that has "as its sole purpose" a change in the domicile of ~~our Common Stock in excess~~a corporation does not involve the sale of ~~300.~~

~~Our reasons~~securities for ~~proposing the Reverse Stock Split include the following:~~

~~Significant Cost and Time Savings~~~~. We expect to realize annual cost savings as a result~~purposes of the ~~termination~~Securities Act. After the Reincorporation Merger, MKTY-NV will be a publicly held company, MKTY-NV common stock will continue to be qualified for quotation on the Pink Open Market tier of the ~~registration of the Common Stock under the Exchange Act, including the accounting, legal, printing~~OTC Markets Group quotation system ("OTC Markets"), and ~~miscellaneous costs associated with being an SEC reporting company, of approximately $[201,000] as follows:~~

~~The Board considered the cost to the Company of continuing to~~MKTY-NV will file periodic reports and other documents with the SEC and ~~complying with~~provide to its shareholders the ~~proxy~~same types of information that MKTY-NY has previously filed and annual report requirements under the Exchange Act compared to the benefits to the Company and its stockholders, including its unaffiliated stockholders, of continuing to operate as an SEC reporting company. These external costs, as well as other external costs relating to SEC reporting company status, comprise a significant part of our operating expense. In addition, as a non-SEC reporting company, our management and employees will no longer be required to spend time preparing the periodic and other reports required of SEC reporting companies under the Exchange Act. We believe that this time could more effectively be devoted to other purposes, such as operating our business and undertaking new initiatives that may result in greater long-term growth.provided.

Under the circumstances, the Board determined that the benefits that the Company and its stockholders would typically expect to derive from the Company’s status as an SEC reporting company are not being realized and are not likely to be realized in the foreseeable future. As a result, the Board concluded that the elimination of the costs of complying with the Company’s registration and periodic reporting obligations outweighed the benefits of continuing to incur such costs. The Company is, therefore, undertaking the Reverse Stock Split at this time to save the Company the substantial costs and resources required to comply with the registration and periodic reporting obligations and other obligations associated with operating as an SEC reporting company. The actual savings to be realized from terminating the Company’s registration and periodic reporting obligations, however, may be higher or lower than such estimates.

~~Absence of Benefit to the Company and Its Stockholders of Being an SEC Reporting Company~~. We enjoy little benefit from being an SEC reporting company. The benefits of public reporting under the Exchange Act, and the reasons we believe they are currently not significant to our Company and stockholders, include:

~~Liquidity for Small Stockholdings~~. The Reverse Stock Split will permit our small stockholders (those holding fewer than 15 shares) to liquidate their shares, at a price that we believe is fair, without incurring brokerage commissions.

~~Substantial Number of Very Small~~ Holders. The Company has over [310] holders of record and a substantial number of stockholders that hold their shares in street name. A large number of these stockholders own less than 15 shares, which is less, and in many cases substantially less, than $[__] in value at current market prices. The Company believes that it is uneconomical for the Company to continue to maintain share positions of such a small size. These small positions will be cashed out as a result of the Reverse Stock Split.

~~Competitive Disadvantage~~. As an SEC reporting company with periodic reporting obligations, the Company must publicly report and disclose material information about the Company. Such public disclosures can place the Company at a competitive disadvantage by providing the Company’s competitors with strategic information about the Company’s business, operations and operating results while not having access to similar information about these competitors.

For each of the reasons set forth above, the Board does not believe the costs associated with maintaining the Company’s registration and periodic reporting obligations and maintaining the Company’s stockholder accounts with less than 15 shares are justified. The Board believes that it is in the Company’s best interest and the best interest of the Company’s stockholders as a whole to eliminate the administrative burden and costs associated with maintaining the Company’s registration and periodic reporting obligations and maintaining stockholder accounts of fewer than 15 shares.

The Company, a New York corporation, was incorporated in 1961. The Company’s core business is conducted through MTI Instruments, Inc., a wholly-owned subsidiary incorporated in New York on March 8, 2000 (“~~MTI Instruments~~~~”). The Company’s operations are headquartered in Albany, New York where it designs, manufactures, and markets its products globally.~~

MTI Instruments is a supplier of precision linear displacement solutions, vibration measurement and system balancing solutions, and wafer inspection tools. These tools and solutions are developed for markets that require the precise measurements and control of products processes for the development and implementation of automated manufacturing, assembly, and consistent operation of complex machinery. MTI Instruments conducts research and develops technology to support its existing products and develop new products. We expect to continue to invest in research and development in the future at MTI Instruments as part of our growth strategy.

The primary competitive considerations in MTI Instruments’ markets are product quality, performance, price, timely delivery, responsiveness and the ability to identify, pursue and obtain new customers. MTI Instruments believes that its employees, product development skills, sales and marketing systems and reputation are competitive advantages.

As of September 30, 2017, MTI Instruments’ largest customer is the U.S. Air Force. We also have strong relationships with companies in the electronics, aircraft, aerospace, automotive, semiconductor and research industries.

The Company has incurred significant operating and net losses since our inception. While we had net income for the nine months ended September 30, 2017, we incurred a net loss of $359,000 during the year ended December 31, 2016 and had an accumulated deficit of approximately $120,700,000 as of September 30, 2017. In order to achieve and maintain profitability and improve liquidity, we must successfully achieve all or some combination of the following initiatives: increasing sales, developing new products, controlling operating expenses, managing our cash flows, successfully obtaining new credit facilities, improving operational efficiency and estimating and projecting accurately our liquidity and capital resources.

The Board has from time to time considered the advisability of deregistering the Common Stock under the Exchange Act to avoid the outsized costs, as a percentage of revenues and in relation to the benefits of Exchange Act registration and reporting, of compliance with the requirements of the Exchange Act. As part of its deliberations on this issue, the Board considered the benefits to the Company and its stockholders of the continued registration of the Common Stock and the near term prospects for upsizing the Company, either through internal growth or strategic business combination activity, that might justify the continuing public company costs being incurred by the Company.

At a meeting of the Board on June 11, 2015, the Board members discussed the information provided during the Company’s presentation at its annual meeting of stockholders, held earlier that day, regarding the Common Stock’s undervalued market price and low trading volumes. Following this discussion, in order to provide additional liquidity for stockholders, the Board approved a share repurchase program whereby the Company was authorized to repurchase up to 525,000 shares of Common Stock; this amount represented nearly 10% of the outstanding shares of Common Stock at the time. Due to third quarter 2015 results falling short of expectations, the commencement of the repurchase program was delayed until sufficient resources were available to properly deploy the program (December 2015). Throughout the first quarter of 2016, the share repurchase program yielded less than desired results due to limited availability of shares and volume constraints. After being able to only acquire 10,401 outstanding shares of Common Stock over three months, the Board terminated the share repurchase program at the end of March 2016.

At a meeting of the Board on June 8, 2016, the Board members discussed several opportunities to enhance stockholder value, including potential acquisitions and divestitures, potential cash infusion from lenders, private equity sales and sales of Common Stock to Board members, and other long-range opportunities involving the Company’s assets. On July 26, 2016, the Board convened a special meeting to review a proposed term sheet for an equity investment by Brookstone Partners Acquisition, LLC (“~~Brookstone Partners~~”), an affiliate of Brookstone XXIV and an unrelated third party at that time. The Board determined that the term sheet was not in the Company’s best interest and was not accepted. On August 12, 2016, the Board convened another special meeting to discuss a revised term sheet from Brookstone Partners. The Board members also discussed the historical challenges to generating meaningful growth in the Company’s business and share price. At the time, the Company was employing extraordinary measures to conserve cash including furloughs, accelerating receivables, extending payables, and delaying further investments in employees and product development. Meanwhile, the Company was struggling to establish sustainable commercial revenue and its share price languished. The Board discussed the Company’s going concern risk, the lack of capital availability and the need to pursue strategic alternatives more aggressively. In examining strategic alternatives, the Board discussed the Company’s potential value, including its most valuable asset, its NOLs, and the various strategic alternatives available to the Company. Of the opportunities available to the Company, the Board considered the proposed investment by Brookstone Partners as superior due to its extensive experience unlocking the value of tax loss carryforwards, its willingness to invest on attractive terms, and its access to capital and other resources necessary for the Company’s success. As such, the Board agreed to conditionally accept the proposed term sheet from Brookstone Partners, subject to review by counsel. On October 20, 2016, the Company and Brookstone XXIV entered into a stock purchase agreement pursuant to which Brookstone XXIV acquired 3,750,000 shares of Common Stock for $2,737,500. This was done to provide the Company with the resources it needed to generate and execute on new strategic activities, including potential acquisitions, and drive towards its continued goal of increasing stockholder value.

At a meeting of the Board on January 16, 2017, the Board members reviewed and approved an operational reorganization plan to reduce costs and focus near-term initiatives on the Company’s long-standing instrumentation business. On March 15, 2017, the Board met again and discussed the progress towards this reorganization plan and other strategic initiatives available to enhance stockholder value. At a meeting of the Board on June 7, 2017, the Board members discussed the specific costs associated with being an SEC reporting company and reviewed a memorandum from counsel summarizing the advantages and disadvantages of deregistering the Common Stock, potential actions to reduce the number of stockholders, including stockholders of record, the procedure and best practices for deregistration and the estimated costs to deregister. Included in this discussion was management’s estimate of potential cost savings and the impact on acquisitions of deregistering the Common Stock. At a meeting of the Board on September 20, 2017, the Board members again discussed the potential cost savings from deregistering its Common Stock. In addition, legal counsel attended the Board meeting to review their memoranda to the Board on this matter and discussed reasons for potentially deregistering the Common Stock as well as the advantages, risks, disadvantages, potential cost savings and, ultimately, factors for the Board to consider in determining whether such a decision to deregister the Common Stock would be in the best interests of the Company and its stockholders. Management again presented an estimate of cost savings as well as a timetable for possible implementation. After thorough discussion, the Board agreed to continue to evaluate the matter and to discuss at the Board’s next regularly scheduled meeting. At a meeting of the Board on December 13, 2017, the Board members once again discussed the rationale for deregistering the Common Stock, including reduction of SEC reporting and auditing costs, as well as better allocation of management resources to focus on strategic initiatives and operational execution and less time on regulatory reporting. Although the number of our stockholders of record was close to the number that would allow us to deregister the Common Stock (less than 300), various options were analyzed as ways to further reduce the number of stockholders of record to a point that would ensure not only that we could deregister the Common Stock but that future increases in the number of holders of record would be unlikely to increase to an amount that would lift the suspension of our Exchange Act reporting requirements. Management recommended a ratio of 1-to-15, which management believed would reduce the number of stockholders of record to a level sufficiently below 300 and provide an adequate cushion for any increase in the number of stockholders that might occur prior to or after the effectiveness of a reverse stock split. After discussion, including a review of projected costs and potential risks, the Board unanimously agreed to pursue a 1-to-15 reverse stock split and directed that a timetable and draft documentation be prepared.

At a meeting of the Board held on January 11, 2018, the Board members once again discussed the proposed reverse stock split, including the proposed Certificate of Amendment to the Company’s Certificate of Incorporation to effect the reverse stock split, its purposes and reasons, additional effects of a split, advantages and disadvantages, contemplated and attempted alternatives, fairness considerations and the handling of fractional shares after such a split. The Board members again also discussed the anticipated cost savings from deregistration, including reduction of SEC reporting and auditing costs and a more effective allocation of management resources to focus on strategic initiatives and operational execution with less time on regulatory reporting, and reviewed a current timetable for implementation. After such discussions, the Board unanimously determined that the Reverse Stock Split is procedurally and substantively fair and in the best interests of the Company and its stockholders, including the unaffiliated stockholders, and unanimously approved the Certificate of Amendment to effect the Reverse Stock Split.

~~For a further discussion of the fairness of the Reverse Stock Split, see “Special Factors – Fairness of the Reverse Stock Split” immediately below.~~

The Board believes that the Reverse Stock Split is fair to the unaffiliated stockholders of the Company, including the unaffiliated Cashed Out Stockholders and the unaffiliated Continuing Stockholders. After consideration of all aspects of the Reverse Stock Split, as described below, the Board unanimously approved the Reverse Stock Split. Except for such approval, we are not aware that any of our affiliates has made a recommendation, in their individual capacities, either in support of or opposed to the Reverse Stock Split.

The Board considered, among other things, the factors listed below, in reaching its conclusion as to the substantive fairness of the Reverse Stock Split to our unaffiliated stockholders, including both unaffiliated Cashed Out Stockholders and unaffiliated Continuing Stockholders. The Board did not assign specific weight to any factors it considered, nor did it apply them in a formulaic fashion, although the Board particularly noted the opportunity in the Reverse Stock Split for stockholders to cash out their holdings at a fair price, as well as the significant cost and time savings for us resulting from the Reverse Stock Split, which will benefit our Continuing Stockholders. The discussion below is not meant to be exhaustive, but we believe includes all material factors considered by the Board in reaching its determinations.

~~Fairness of the Cash Consideration~~. In determining the substantive fairness of the Reverse Stock Split, the Board also considered whether the Cash Consideration constitutes fair market value in relation to current and historical price levels of the Common Stock, the Company’s net book value and Brookstone XXIV’s purchase of Common Stock from the Company in 2016. Assuming the Reverse Stock Split became effective on the Record Date, the Cash Consideration would be $[__] (calculated based on the average of the daily closing prices of the Common Stock for the 60 trading days ending on the trading day immediately preceding the Record Date). The assumed Cash Consideration is greater than the Company’s net book value per share as of September 30, 2017 of $0.49. The assumed Cash Consideration is also within the range of short term historical closing prices of the Common Stock, which has traded at price levels as high as $[1.84] per share and as low as $[0.80] per share since January 1, 2017. The assumed Cash Consideration is also greater than the $0.73 per share purchase price Brookstone XXIV paid for its current ownership interest in the Company on October 26, 2016, as discussed in further detail in “Information About Brookstone XXIV and its Affiliates – Past Contacts, Transactions, Negotiations and Agreements” beginning on page 55. Except for this transaction and as otherwise disclosed in this proxy statement, neither the Company nor its affiliates repurchased (excluding open market purchases by officers and directors) any shares of Common Stock and the Company is not aware of any firm offers during the past two years for the merger or consolidation with or into the Company, sale or transfer of a substantial part of the assets of the Company, or a purchase of the Company’s securities that would enable the holder to control the Company. Although the actual Cash Consideration will be based on the share price performance of the Common Stock during the 60 trading days ending on the trading day immediately prior to the effective date of the Reverse Stock Split and, therefore, is not currently known, the Company does not believe the current stock price will materially appreciate or decrease at any time during the foreseeable future. For these reasons, the Company believes the Cash Consideration will constitute fair market value.

~~Equal Treatment of Affiliated and Unaffiliated Holders of Our Shares~~. The Reverse Stock Split will not be applied to holders of our shares differently on the basis of affiliate status. The sole determining factor in whether a stockholder will be a cashed out holder or a continuing holder of our Common Stock as a result of the Reverse Stock Split is the number of shares of MKTY-NY Common Stock held by the stockholder immediately prior to the Reverse Stock Split. Based on the number of shares of Common Stock held by each of our affiliates, however, as a practical matter no affiliated stockholders will be entirely cashed out in the Reverse Stock Split and they will all remain stockholders of the Company.

~~Potential Ability to Remain a Holder of or Liquidate Our Shares~~~~. Current stockholders who own fewer than 15 shares of Common Stock can remain stockholders of the Company by acquiring additional shares so~~ that ~~they own at least 15 shares immediately~~are freely tradable before the Reverse Stock Split. Conversely, stockholders that own 15 or more shares and desire to liquidate all of their shares in connection with the Reverse Stock Split (at the price offered by us) can reduce their holdings to less than 15 shares by selling shares prior to the Reverse Stock Split. There can be no assurance that a stockholder will be able to acquire or sell sufficient shares to control whether such stockholder remains a stockholder following the effective date of the Reverse Stock Split. Due to these concerns, the Board did not place undue influence on this factor.

The Board understands that our directors and executive officers and Brookstone XXIV have indicated that they intend to vote the shares of Common Stock over which they have voting power in favor of the Reverse Stock Split and that, if they do so, the Reverse Stock Split will be approved if holders of just an additional [6.9]% of the outstanding shares of Common Stock vote in favor of the proposal. The Board determined, however, not to condition the approval of the Reverse Stock Split on approval by a majority of unaffiliated stockholders. The Board noted that affiliated and unaffiliated stockholders will be treated equally in the Reverse Stock Split. If separate approval of unaffiliated stockholders were required, our affiliated stockholders would receive lesser voting rights than unaffiliated stockholders solely on the basis of their affiliate status even though they will receive no additional benefits or different treatment in the Reverse Stock Split. Furthermore, a vote of the majority of unaffiliated stockholders is not required under New York law. Finally, the Board did not believe that it was practicable to structure the transaction to require approval of a majority of our unaffiliated stockholders given the historically low rate of stockholder participation and return of proxy cards with respect to prior stockholder meetings.

We did not retain an unaffiliated representative to act solely on behalf of our unaffiliated stockholders for the purpose of negotiating the terms of the Reverse Stock Split or preparing a report covering the fairness of the Reverse Stock Split. The Board did not appoint a special committee of independent directors or obtain a fairness report, opinion, appraisal, or other independent assessment of the fairness of the terms of the Reverse Stock Split or the value of the Company’s Common Stock.

The Board noted that this proxy statement, along with our other filings with the SEC, provide a great deal of information for unaffiliated stockholders to make an informed decision as to the Reverse Stock Split. Therefore, the Board made no specific provision to grant unaffiliated stockholders access to the Company’s corporate files, except as may be required by the New York Business Corporation Law, or to obtain counsel or appraisal services at the Company’s expense.

~~The Board also considered the disadvantages of the Reverse Stock Split, including those set forth below.~~

~~No Participation in Future Growth by Cashed Out Stockholders~~. After the Reverse Stock Split, holders of less than 15 shares of Common Stock will no longer have any ownership interest in the Company and will not participate in any future earnings and growth of the Company.

~~Reduction in Information about the Company~~. After completion of the Reverse Stock Split, we will cease to file annual, quarterly, current, and other reports and documents with the SEC. While we intend to continue to prepare audited annual financial statements and unaudited quarterly financial statements and to make certain of those financial statements available to stockholders through our website, we will not be under any continuing obligation to do so. We will not be providing periodic reports in the format currently required of us under the provisions of the Exchange Act and, as a result, Continuing Stockholders will have access to less information about us and our business, operations, and financial performance.

~~Limited Liquidity~~. While we anticipate that our Common Stock will continue to be quoted on OTC Markets following the effectiveness of the Reverse Stock Split, such continued quotation will depend upon whether any broker-dealers commit to make a market for the Common Stock, and therefore we cannot guarantee that the Common Stock will continue to be quoted on OTC Markets. In addition, because of the possible decrease in the already limited liquidity of the Common Stock, the suspension of our obligation to publicly disclose financial and other information following the Reverse Stock Split, and the deregistration of the Common Stock under the Exchange Act, Continuing Stockholders may potentially experience a significant decrease in the value of their Common Stock.

~~Continuing Stockholders Including Affiliated Stockholders Will Increase Their Percentage Ownership Interest in the Company~~. After giving effect to the Reverse Stock Split and based on information and estimates of ownership of shares of Common Stock as of the Record Date and the net book value of the Company for the period ended September 30, 2017, Brookstone XXIV’s interest in the net book value of the Company as of September 30, 2017 would have increased by approximately $7,000, or 0.36%. After giving effect to the Reverse Stock Split and based on information and estimates of ownership of shares of Common Stock as of the Record Date and net earnings of the Company for the period ended September 30, 2017, Brookstone XXIV’s interest in the net earnings of the Company for the period ended September 30, 2017 would have increased by approximately $400, or 0.36%.

~~Reporting Obligations of Certain Insiders~~. Our executive officers, directors and 10% stockholders (currently, Brookstone XXIV is our only 10% stockholder) will no longer be required to file reports relating to their transactions in our Common Stock with the SEC. In addition, our executive officers, directors and 10% stockholders will no longer be subject to the short-swing profits recovery provisions of the Exchange Act, and persons acquiring more than 5% of our Common Stock will no longer be required to report their beneficial ownership under the Exchange Act.

~~Reduced Cash on Hand~~. We estimate that the cost of payment to stockholders receiving Cash Consideration, professional fees, transfer agent costs and other expenses of the Reverse Stock Split will total approximately $[_____] based on various assumptions discussed in further detail in this proxy statement. As a result, immediately after the Reverse Stock Split, our cash balances on hand will be reduced by the costs incurred in the Reverse Stock Split.

~~Filing Requirements Reinstated~~. The filing of the Form 15 will result in the suspension, not the termination, of our filing obligations under the Exchange Act. This suspension remains in effect so long as we have fewer than 300 stockholders of record. Thus, subsequent to the time the Form 15 is filed, if on the first day of any fiscal year we have more than 300 stockholders of record, then we must resume reporting pursuant to Section 15(d) of the Exchange Act.

~~No Appraisal Rights~~~~. Under New York law, our Certificate of Incorporation and our Bylaws, no appraisal or dissenters’ rights are available to our stockholders who object to the Reverse Stock Split.~~

~~Reduced Management Incentive~~. The lack of liquidity typically associated with stock of a non-reporting issuer may result in fewer opportunities to utilize equity-based incentive compensation tools to recruit and retain executive talent. Stock options and other equity-based incentives are typically less attractive if they cannot be turned into cash quickly and easily once earned. The Board did not view this as a significant factor because of the current limited liquidity of the Common Stock.

~~Less Attractive Acquisition Currency~~. Stock that is registered with the SEC is generally a more attractive acquisition currency than unregistered stock, since the acquirer of the publicly traded security has constant access to important information about the SEC reporting company. The Board recognized that this may not be a significant disadvantage, however, because we have not historically utilized our stock as currency in acquisitions.

~~Reduced Equity Capital Raising Opportunities~~. One of the primary reasons many companies “go public” is to be able to more easily and efficiently access the public capital markets to raise cash. Similar opportunities are generally less available (without significant expense) to non-SEC reporting companies. Following the Reverse Stock Split, since we will no longer file periodic and other reports under the Exchange Act, it will likely be more costly and time consuming for us to raise equity capital from public or private sources. The Board has concluded that this may be of little significance to us since this has not been, and is not expected to be, an action that we would wish to pursue for the foreseeable future.

~~Loss of Prestige~~. SEC reporting companies are often viewed by stockholders, employees, investors, customers, vendors and others as more established, reliable and prestigious than privately held companies. In addition, SEC reporting companies are often followed by analysts who publish reports on their operations and prospects. Companies that lose status as an SEC reporting company may risk losing prestige in the eyes of the public, the investment community and key constituencies. The Board believed, however, that this was not a significant factor in considering whether to undertake the Reverse Stock Split due to the fact that we do not currently enjoy research analyst coverage or similar media attention.

The Board considered other methods of effecting a transaction that would allow us to deregister our Common Stock, but ultimately rejected each of these alternatives and determined that the Reverse Stock Split was preferable to the other alternatives.

When considering the various alternatives to the Reverse Stock Split, the primary focus was the level of assurance that the selected alternative would result in us having fewer than 300 record owners of our Common Stock, thus allowing us to achieve our objective of terminating registration of our Common Stock under the Exchange Act, the time frame within which such alternative could reasonably be expected to be achieved, again relative to the other alternatives under consideration, as well as the potential costs of the alternative transactions.

For the reasons discussed above, the Board unanimously agreed that the Reverse Stock Split was the most expeditious and economical way of effecting a transaction that would allow us to deregister our Common Stock.

At a meeting held on January 11, 2018, based on the foregoing analyses, including a consideration of the disadvantages of the Reverse Stock Split, the Board unanimously determined that the Reverse Stock Split is procedurally and substantively fair to and in the best interests of the Company and its unaffiliated stockholders and unanimously approved the Reverse Stock Split, and recommends that you vote “FOR” approval of the Reverse Stock Split.

Brookstone XXIV, the largest stockholder of the Company, may be deemed to be subject to Rule 13e-3 promulgated by the SEC under the Exchange Act with respect to “going private” transactions and is a “filing person” for purposes of Schedule 13E-3, along with the Company. Brookstone XXIV has adopted the analyses and conclusions of the Board and has concluded that the Reverse Stock Split is substantively and procedurally fair to the Company’s affiliated and unaffiliated stockholders, including Cashed Out Stockholders and Continuing Stockholders. Brookstone XXIV relied on the factors analyzed by the Board as described in the above section of the proxy statement entitled “Special Factors – Fairness of the Reverse Stock Split” beginning on page 23. To Brookstone XXIV’s knowledge, none of the Company’s affiliates has made a recommendation, in their individual capacities, either in support of or opposed to the Reverse Stock Split.

The Board is soliciting stockholder approval for the Reverse Stock Split. If approved by the stockholders and implemented by the Board, we anticipate that the Reverse Stock Split will be effected as soon as possible after the date of the Special Meeting, on the date the Company files a Certificate of Amendment to our Certificate of Incorporation with the Department of State of the State of New York, or on any later date that the Company may specify in such Certificate of Amendment.

At the Special Meeting, stockholders are being asked to consider and vote upon a proposal to amend our Certificate of Incorporation to effect the Reverse Stock Split. A copy of the proposed Certificate of Amendment to our Certificate of Incorporation for the Reverse Stock Split is attached as~~Annex A~~.

Upon completion of the Reverse Stock Split, we anticipate that we will have fewer than 300 stockholders of record of our Common Stock and will therefore be eligible to terminate the registration of our Common Stock with the SEC and become a non-SEC reporting company. In determining whether the number of our stockholders of record falls below 300 as a result of the Reverse Stock Split, we will count stockholders of record in accordance with Rule 12g5-1 under the Exchange Act, as discussed above. Based on information available to us as of the Record Date, we expect that as a result of the Reverse Stock Split the number of our stockholders of record would be reduced to approximately [210].

We may terminate the registration of our Common Stock upon application to the SEC if there are fewer than 300 stockholders of record of our Common Stock. If the Reverse Stock Split is consummated and, as expected, we will have fewer than 300 stockholders of record, we intend to promptly file with the SEC a Form 15 making a certification to that effect. Our obligation to file periodic and current reports as a result of our Common Stock’s registration under the applicable provisions of the Exchange Act will be suspended immediately upon the filing of the Form 15. After the 90-day waiting period following the filing of the Form 15:

Following the filing of the Form 15 with the SEC, however, if on the first day of any fiscal year we have more than 300 stockholders of record we once again will become subject to the reporting requirements of the Exchange Act. Also, we will continue to be subject to the general anti-fraud provisions of applicable federal and state securities laws.

~~We anticipate that following the Reverse Stock Split we will continue to operate as we have done prior to the Reverse Stock Split.~~

We estimate that the Reverse Stock Split will result in the retirement of approximately [40,000] shares of Common Stock at a cost of approximately $[____] per share, which is an assumed price calculated based on the average of the daily closing prices of the Common Stock for the 60 trading days ending on the trading day immediately before the Record Date. Including expenses for the Reverse Stock Split, the Company estimates that the total cost of the Reverse Stock Split to us, including fees and expenses for the various legal and other advisers, will be approximately $[_____]. This total amount could be larger or smaller depending on, among other things, the actual price levels of our Common Stock during the 60 trading days ending on the trading day prior to the effective date of the Reverse Stock Split and the number of fractional shares that stockholders would actually otherwise be entitled to upon effectiveness of the Reverse Stock Split as a result of purchases, sales and other transfers of our shares of Common Stock by our stockholders prior to the effective date of the Reverse Stock Split. Our cash balances will be reduced accordingly. The cash to be paid to stockholders receiving the Cash Consideration and the other costs of the Reverse Stock Split will be paid from cash on hand. See “Special Factors – Source of Funds and Expenses” on page 44.

We expect that our Common Stock will continue to be quoted on the OTCQB tier of OTC Markets following consummation of the Reverse Stock Split. No assurance can be given, however, that the Common Stock will be eligible for quotation on the OTCQB tier, in which case we anticipate that the Common Stock would be quoted on the lower OTC Pink tier of OTC Markets. Further, although we anticipate that the Common Stock will continue to be quoted on OTC Markets following the Reverse Stock Split, there can be no assurance that any broker-dealer will be willing to continue to act as a market maker for the Common Stock after the Reverse Stock Split and, therefore, that the Common Stock will continue to be so quoted.

OTC Markets is a quotation service that collects and publishes market maker quotes for over-the-counter securities. OTC Markets is not a stock exchange or a regulated entity. Price quotations are provided by over-the-counter market makers and company information is provided by the over-the-counter companies. There is no assurance that there will be any quotations of our Common Stock on OTC Markets after the Reverse Stock Split or that they will continue for any length of time.

Stockholders holding fewer than 15 shares of Common Stock immediately prior to the effective date of the Reverse Stock Split will cease to be stockholders of the Company. They will lose all rights associated with being a stockholder, such as the right to attend and vote at stockholder meetings and receive dividends and distributions. The shares of Common Stock held by these stockholders will be converted into a fractional share for which the holder will be entitled to receive, in lieu of such fractional share, an amount in cash equal to the product of such fraction multiplied by the average of the closing prices of the Common Stock (as adjusted to reflect the Reverse Stock Split) for the 60 trading days ending on the trading day immediately before the effective date of the Reverse Stock Split (or, in the event the Common Stock is not traded on such date, such closing price on the next preceding day on which the Common Stock is traded), subject to any applicable U.S. federal, state and local withholding tax, without interest. These stockholders will be liable for any applicable taxes, but will not be required to pay brokerage fees or service charges. Promptly after the effective date of the Reverse Stock Split, we will send a transmittal letter explaining to such stockholders how they can surrender their stock certificates in exchange for the Cash Consideration. The length of time between the effective date of the Reverse Stock Split and the date on which a Cashed Out Stockholder will receive the Cash Consideration they are entitled to will depend, in part, on the amount of time taken by such stockholder to return his or her stock certificate(s) with a properly completed letter of transmittal. No cash payment will be made to any such stockholder until he, she or it has surrendered his, her or its outstanding stock certificate(s), together with the letter of transmittal, in accordance with the terms of the letter of transmittal. Following the surrender of stock certificates in accordance with the terms of the letter of transmittal, stockholders should receive the Cash Consideration they are entitled to promptly. No interest will be paid on the Cash Consideration at any time.

The number of shares of Common Stock held by a stockholder of record in two or more separate accounts will be combined to determine the number of shares of our Common Stock owned by such stockholder and, accordingly, whether the stockholder will be a Cashed Out Stockholder or a Continuing Stockholder. Shares held by stockholders in joint accounts, such as by a husband and wife, and shares held in similar capacities will be treated separately, and will not be combined with individual accounts in determining whether a stockholder will be a Cashed Out Stockholder or a Continuing Stockholder. We intend to treat stockholders holding our Common Stock in street name in the same manner as record holders. Prior to the effective date of the Reverse Stock Split, we will conduct an inquiry of all brokers, banks and other nominees that hold shares of our Common Stock in “street name,” ask them to provide us with information on how many fractional shares will be cashed out, and request that they effect the Reverse Stock Split for their beneficial holders. These banks, brokers and other nominees may, however, have different procedures than registered stockholders for processing the Reverse Stock Split. Also, a stockholder owning 15 or more shares of Common Stock may nevertheless have those shares cashed out if the stockholder holds shares in a combination of street name accounts and record holder accounts, or holds shares in separate accounts in several brokerage firms. If you are in this situation and desire to remain one of our stockholders after the Reverse Stock Split, you may consolidate your holdings into one brokerage account or record holder account prior to the effective date of the Reverse Stock Split. Conversely, if you hold an account with less than 15 shares in street name and want to ensure that your shares are cashed out, you may want to change the manner in which your shares are held from street name into a record holder account in your own name so that you will be a record owner of the shares.

Stockholders holding 15 or more shares of Common Stock immediately prior to the effective date of the Reverse Stock Split will continue to be stockholders of the Company, will continue to own one whole share of Common Stock for each 15 shares they previously owned and will receive the Cash Consideration for any fractional shares of Common Stock they would otherwise be entitled to as a result of the Reverse Stock Split.

Continuing Stockholders may experience reduced liquidity of their shares of Common Stock. While we anticipate that our Common Stock will continue to be quoted on the OTCQB tier of OTC Markets, however, no assurance can be given that the Common Stock will be eligible for quotation on the OTCQB tier, in which case we anticipate that the Common Stock would be quoted on the lower OTC Pink tier of OTC Markets.

Continuing Stockholders will not receive or have access to the same financial and other business information about us that they would if we continued to make public disclosures pursuant to the Exchange Act. While we intend to continue to prepare audited annual financial statements and unaudited quarterly financial statements and to make certain of those financial statements available to our stockholders through our website, we will not be under any continuing obligation to do so. Continuing StockholdersReincorporation Merger will continue to have the right, upon written request, to receive certain information in appropriate circumstances, to the extent provided by New York law, including, for example, the right to view and copy our stock ledger, a listfreely tradable shares of ~~our stockholders and other books and records, provided that the requesting party is a stockholder, makes the request in the form required by statute, and does so for a proper purpose.~~

~~In addition, the Board believes that, following the Reverse~~MKTY-NV common stock. Shareholders holding so-called restricted shares of MKTY-NY Common Stock Split, the Continuing Stockholders will benefit from the savings in direct and indirect operating costs to the Company resulting from us no longer being required to maintain our SEC reporting company status, as described above. Our Continuing Stockholders will be the beneficiaries of these savings. See “Special Factors – Purposes of and Reasons for the Reverse Stock Split” beginning on page 17. Continuing Stockholders will have ~~the opportunity to participate in our future growth and earnings, if any, as we go forward as a more streamlined entity without the costs~~shares of ~~compliance with SEC reporting requirements.~~

~~Our affiliates, consisting of our directors, our executive officers and Brookstone XXIV, will participate in the Reverse Stock Split~~MKTY-NV common stock that are subject to the same ~~extent~~restrictions on transfer as ~~non-affiliates. Based~~those to which their shares of MKTY-NY Common Stock are subject, and their stock certificates, if surrendered for replacement certificates representing shares of MKTY-NV common stock, will bear the same restrictive legend as appears on their present stock certificates. For purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act, shareholders will be deemed to have acquired their shares of MKTY-NV common stock on the ~~number of~~date they acquired their shares of ~~Common Stock held by each~~common stock of ~~our affiliates, however, as a practical matter no affiliated stockholders will be entirely cashed out in the Reverse Stock Split and they will all remain stockholders of the Company.~~

Upon the effectiveness of the Reverse Stock Split, the aggregate number of shares of our Common Stock owned by our current directors and executive officers and Brookstone XXIV will be reduced proportionately by the Reverse Stock Split ratio of 1-for-15 (subject to the cashing out of fractional shares) and the beneficial ownership percentage of the shares of our Common Stock held by our directors and executive officers and by Brookstone XXIV will increase by approximately [___]% from [___]% to [___]% as a result of the reduction of the number of shares of our Common Stock outstanding (subject to the cashing out of fractional shares). The number of shares to be cashed out in the Reverse Stock Split may vary from the estimate above, and the beneficial ownership percentage of our shares of Common Stock held by our current directors and executive officers and Brookstone XXIV and the beneficial ownership percentage of the Continuing Stockholders after the Reverse Stock Split will proportionally increase or decrease as a result of purchases, sales and other transfers of our shares of Common Stock by our stockholders prior to the effective date of the Reverse Stock Split, and depending on the number of shares held in street name that are actually cashed out in the Reverse Stock Split.MKTY-NY.

Upon effectiveness of the Reverse Stock Split, any options under the Company’s Amended and Restated 2006 Equity Incentive Plan, the Company’s 2012 Equity Incentive Plan and the Company’s 2014 Equity Incentive Plan will have their number of shares and exercise prices adjusted proportionately to give effect to the 1-for-15 Reverse Stock Split, with any fractional shares resulting from such adjustment rounded to the nearest whole number. The vesting schedule for the options will remain unchanged.

Except as described in this proxy statement neither we nor our management have any current plans or proposals to effect any extraordinary corporate transaction, such as a merger, reorganization or liquidation, a sale or transfer of any material amount of our assets, a change in management, a material change in our indebtedness or capitalization, or any other material change in our corporate structure or business. We expect to conduct our business and operations after the effective date of the Reverse Stock Split in substantially the same manner as currently conducted.

Except as described in this proxy statement with respect to the use of funds to finance the Reverse Stock Split and related costs and our plans to deregister our Common Stock under the Exchange Act, the Reverse Stock Split is not anticipated to have a material effect upon the conduct of our business. We intend, however, to continue to evaluate and review our businesses, properties, management and other personnel, corporate structure, capitalization and other aspects of our operations in the same manner as we historically have from time to time, and to make such changes as we consider appropriate.

By way of example, we may determine to propose additional reverse stock split transactions in the future, depending on whether the Board determines that the transaction would be cost-effective to us. Factors that the Board would consider at the time include the number of our stockholders, the trading price of our Common Stock, the cost of cashing out fractional shares and of the reverse stock split generally, cost savings to the Company anticipated from the reverse stock split and strategic alternatives at the time available to the Company. We have no present intention of proposing any additional reverse stock splits. We also intend to continue to explore from time to time acquisitions and other business opportunities to expand or strengthen our businesses. In that regard, we may review proposals or may propose the acquisition or disposition of assets or other changes in our business, corporate structure, capitalization, management or other changes that we then consider to be in our best interests and in the best interests of Continuing Stockholders after the Reverse Stock Split. We may also explore opportunities for business combinations in which the Company may be acquired or our stockholders would not constitute a majority of the stockholders of the surviving corporation. There are currently no plans to enter into any such transactions or any other transactions that would require stockholder approval. In addition, our executive officers and directors are expected to retain their respective positions with us following the Reverse Stock Split.

The following discussion summarizes the material U.S. federal income tax consequences of the ~~Reverse Stock Split~~Reincorporation Merger that are applicable to ~~the Company and its stockholders. This discussion~~you as a shareholder. It is based on the Code, ~~the U.S.~~applicable Treasury Regulations, ~~promulgated thereunder and~~ judicial authority, and administrative rulings and practice, all ~~in effect~~ as of the date ~~hereof~~of this proxy statement and all of which are subject to change, ~~possibly~~including changes with retroactive ~~effect, or differing interpretations, which could result in U.S. federal income tax consequences different from those described below. This~~effect. The discussion below does not address any ~~aspects of~~ state, local or ~~non-U.S. laws or federal laws other than those relating to U.S. federal income taxation and is not a complete analysis or description of all of the possible~~foreign tax consequences of the ~~Reverse Stock Split~~Reincorporation Merger. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the ~~ownership~~United States or disposition of Common Stock. In addition, this discussion does not address the tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split, including, without limitation, the exercise or cancellation of options to purchase Common Stock.

This discussion addresses only holders that own their Common Stock, and will own their Common Stock, as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder in light of such holder’s particular circumstances, including, for example, the following holders:

~~No ruling has been requested from the Internal Revenue Service (the “~~~~IRS~~”) in connection with the Reverse Stock Split or any related transactions. Accordingly, the discussion below is not binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that any contrary position taken by the IRS will not be sustained by a court. Furthermore, no opinion of counsel has been or will be rendered with respect to the tax consequences of the Reverse Stock Split or any related transactions.

~~For purposes of this discussion, a “~~~~U.S. Holder~~~~” is any beneficial owner of Common Stock that, for U.S. federal income tax purposes, is:~~

~~A “~~~~Non-U.S. Holder~~~~” is any beneficial owner of Common Stock~~ that is not organized under the laws of the United States or political subdivision thereof; a ~~U.S. Holder (Non-U.S. Holders together with U.S. Holders, collectively,~~holder of our shares as part of a hedge, straddle or conversion transaction; a person that does not hold our shares as a capital asset at the “~~Holders~~~~”).~~

~~If a partnership (including any~~time of the Reincorporation Merger; or an entity ~~or arrangement treated~~taxable as a partnership for U.S. federal income tax ~~purposes) holds Common Stock,~~purposes. The Company will not request an advance ruling from the tax treatment of a partner in that partnership generally will depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that holds Common Stock, you are urgedInternal Revenue Service as to ~~consult your tax advisor regarding~~ the U.S. federal income tax consequences of the Reincorporation Merger or any related transaction. The Internal Revenue Service could adopt positions contrary to ~~you on~~those discussed below and such positions could be sustained. Shareholders are urged to consult with their tax advisors and financial planners as to the ~~Reverse Stock Split.~~particular tax consequences of the Reincorporation Merger to them, including the applicability and effect of any state, local or foreign laws, and the effect of possible changes in applicable tax laws.

~~ALL HOLDERS OF COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE TRANSACTION.~~

~~Tax Consequences~~It is intended that the Reincorporation Merger qualify as a "reorganization" under Section 368(a) of the ~~Reverse Stock Split to~~Code. As a "reorganization," it is expected that the Reincorporation Merger will have the following U.S. ~~Holders~~federal income tax consequences:

The Reincorporation Merger is expected to be accounted for as a reverse acquisition in which MKTY-NY is the accounting acquirer, and MKTY-NV is the legal acquirer. Since the Reincorporation Merger is expected to be accounted for as a reverse acquisition and not a business combination, no goodwill is expected to be recognized.

Prior to the filing of ~~December 31, 2016,~~a certificate of merger with the ~~Company had federal NOLs remaining~~New York State Department of ~~approximately $51,900,000, which may be available to reduce taxable income, if any. Code Section 382 rules limit~~State and the ~~utilization~~filing of ~~NOLs upon an ownership change~~articles of merger with the Secretary of State of the ~~Company. Management believes that there has not been~~State of Nevada, we must first notify FINRA of the intended Reincorporation Merger by filing an ~~ownership change~~Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of such action, as our failure to provide such notice could constitute fraud under Section ~~382~~10 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

To the Company's knowledge, no other regulatory or governmental approval or filings are necessary in connection with the Reincorporation Merger.

Under New York law, holders of our Common Stock are not entitled to dissenter's rights of appraisal with respect to the Reincorporation Merger.

The following is only a summary of the material provisions of the Merger Agreement between MKTY-NY and MKTY-NV and is not complete. The Merger Agreement is attached to this proxy statement as Appendix C. Please read the Merger Agreement in its entirety.

The Merger Agreement provides that, subject to the approval and adoption of the Merger Agreement by the shareholders of MKTY-NY and the authority of the Board of Directors of MKTY-NY to abandon the Reincorporation Merger:

As a result of, and as of the effective time of, the Reincorporation Merger, MKTY-NV will succeed to and assume all rights and obligations of MKTY-NY, in accordance with Nevada law.

The Merger Agreement provides that, subject to the approval of the shareholders of MKTY-NY, the Reincorporation Merger will be consummated by the filing of articles/certificate of merger and any other appropriate documents, in accordance with the relevant provisions of the New York Business Corporation Laws ("NYBCL") and the NRS, with the New York State Department of State and the Secretary of State of the State of Nevada, respectively. We expect to effect the Reincorporation Merger as soon as practicable following shareholder approval of the proposal, regardless of whether our shareholders also approve the proposal to grant discretionary authority to the Board to effect the Reverse Stock Split. If, in addition to approving the Reincorporation Merger, our shareholders vote to grant our Board discretionary authority to implement the Amendment and effect the Reverse Stock Split, ~~should not result in an ownership change under Section 382. However,~~we expect to consummate the Reincorporation Merger prior to effecting the Reverse Stock Split, may have to be taken into account in determining whether an ownership change occurs in the future. If it is determined that an ownership change has taken place, either historically or in the future, utilization of the Company’s NOLs will be subject to limitations, which could eliminate a substantial portion of the future income tax benefits of the NOLs.if at all.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER. ALL HOLDERS OF COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTION TO THEM, INCLUDING TAX REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.Merger Consideration

~~Potential Conflicts~~Upon consummation of the Reincorporation Merger, each outstanding share of MKTY-NY Common Stock will be converted into the right to receive one share of MKTY-NV common stock. Shares of MKTY-NY Common Stock will no longer be outstanding and will automatically be cancelled and retired and will cease to exist. Each holder of a certificate representing shares of MKTY-NY Common Stock immediately prior to the Reincorporation Merger will cease to have any rights with respect to such certificate, except the right to receive shares of MKTY-NV common stock.

Under the terms of the Merger Agreement, upon consummation of the Reincorporation Merger each outstanding option to purchase a share of MKTY-NY Common Stock will be deemed to constitute an option to purchase one share of MKTY-NV common stock at an exercise price per full share equal to the stated exercise price.

Under the Merger Agreement, MKTY-NV will assume MKTY-NY's stock incentive plans (including the 2021 Plan if approved by shareholders), which following the Reincorporation Merger will be used by MKTY-NV to make awards to directors, officers, and employees of MKTY-NV and others as permitted under the terms of MKTY-NY's stock option plans.

The Merger Agreement provides that the board of directors of MKTY-NV from and after the Reincorporation Merger will consist of the directors of MKTY-NY immediately prior to the Reincorporation Merger. The Merger Agreement further provides that the officers of MKTY-NV from and after the Reincorporation Merger will be the officers of MKTY-NY immediately prior to the Reincorporation Merger.

The Merger Agreement provides that the Articles of Incorporation of MKTY-NV in effect immediately before the Reincorporation Merger will be the Articles of Incorporation of the surviving corporation, and the bylaws of MKTY-NV in effect immediately before the Reincorporation Merger will be the bylaws of the surviving corporation until later amended in accordance with Nevada law.

The obligations of MKTY-NY and MKTY-NV to consummate the Reincorporation Merger are subject to the satisfaction or waiver of the conditions that the Merger Agreement and Reincorporation Merger shall have been approved and adopted by the shareholders of MKTY-NY. To the Company's knowledge, the only required regulatory or governmental approval or filings necessary in connection with the Reincorporation Merger would be the filing of a certificate of merger with the New York State Department of State, and the filing of articles of merger with the Secretary of State of the State of Nevada.

The Reincorporation Merger will not have any effect on the transferability of outstanding stock certificates representing our Common Stock. It will not be necessary for shareholders to exchange their existing stock certificates for certificates of MKTY-NV. Each stock certificate representing issued and outstanding shares of Common Stock of MKTY-NY will continue to represent the same number of shares of common stock of MKTY-NV.

Our Board of Directors may, in its sole discretion, determine to abandon the Reincorporation Merger notwithstanding shareholder approval of the Reincorporation Merger and the Merger Agreement.

MKTY-NY currently is a New York corporation and, as such, the rights of its shareholders are governed by the NYBCL and by the Certificate of Incorporation and Bylaws of MKTY-NY currently in effect (the "MKTY-NY Certificate" and "MKTY-NY Bylaws," respectively). Upon completion of the Reincorporation Merger, the shareholders of MKTY-NY will become stockholders of MKTY-NV and their rights will be governed by the NRS and by the MKTY-NV Articles of Incorporation and Bylaws (the "MKTY-NV Articles" and "MKTY-NV Bylaws," respectively), which differ in some important respects from the NYBCL and the MKTY-NY Certificate and MKTY-NY Bylaws.

The following comparison of (i) the relevant sections of the NRS to the applicable sections of the NYBCL and (ii) the MKTY-NY Certificate and MKTY-NY Bylaws to the MKTY-NV Articles and MKTY-NV Bylaws summarizes the important differences between the applicable laws of the two jurisdictions and between our current organizational documents and the organizational documents which would govern us after the Reincorporation Merger, but is not intended to list all differences:

Interests of ~~Officers,~~ Directors and ~~Certain Affiliated Persons~~Executive Officers

Our current directors and executive officers, as well as ~~Brookstone XXIV, may~~any other persons who have been a director or executive officer of the Company at any time since the beginning of fiscal year 2020, have no substantial interests, directly or indirectly, in the matters set forth in this proposal that would be expected to differ materially from the general interests of the Company's shareholders.

Our Bylaws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Certificate of Incorporation or applicable New York law), the majority vote of shareholders present in person or by proxy and voting either affirmatively or negatively will be required for approval. Section 903(a) of the NYBSC requires the affirmative vote of the holders of at least a majority of the Company's shares entitled to vote to approve a reincorporation. Accordingly, the affirmative vote of a majority of the shares of Common Stock outstanding on the Record Date and entitled to vote on the matter will be required to approve the Reincorporation Merger.

At the Special Meeting, a vote will be taken on a proposal to approve the Reincorporation Merger.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF PROPOSAL NO. 1.

Our Board of Directors has unanimously adopted a resolution approving, declaring advisable and recommending to the shareholders for their approval, a proposal to grant discretionary authority to our Board of Directors to amend MKTY-NV's Articles of Incorporation (or if the Reincorporation Merger is not approved, to amend MKTY-NY's Certificate of Incorporation) (the "Amendment") to effect a Reverse Stock Split that are different from your interests as a stockholder, and have relationships that may present conflicts of interest. While the Board recommends a vote “FOR” the Reverse Stock Split, to the Company’s knowledge, none of the Company’s affiliates has made a recommendation, in their individual capacities, either in support of or opposed to the Reverse Stock Split. Our current directors and executive officers and Brookstone XXIV have indicated that they intend to vote shares of our Common Stock over which they have voting control ([4,044,240] shares, or approximately [43.2]% of our issued and outstanding shares eligible to vote at the Special Meeting) “FOR” the Reverse Stock Split. Because our directors and executive officers and Brookstone XXIV collectively own [43.2]% of our outstanding shares of Common Stock ~~entitled~~at any time prior to ~~be voted~~the 2022 annual meeting of shareholders, at any whole number ratio between one for two and one for ten (1-for-2 to 1-for-10), with the ~~Special Meeting,~~exact exchange ratio and ~~have indicated their intention to vote in favor~~timing of the Reverse Stock Split (if at all) to be determined at the discretion of the Board of Directors. The Reverse Stock Split will be effected only if it is necessary to satisfy the initial or continued listing standards or requirements of The Nasdaq Capital Market or another national securities exchange, as discussed further below under "Reasons for Reverse Stock Split."

If this proposal is approved by the shareholders, our Board of Directors will be granted the discretionary authority to select any whole number ratio between 1-for-2 to 1-for-10 for the Amendment and the Reverse Stock Split, and will be authorized to implement the Amendment and effect the Reverse Stock Split at any time prior to the 2022 annual meeting of shareholders, with the exact exchange ratio and timing of the Reverse Stock Split (if at all) to be determined at the discretion of the Board of Directors. Our Board of Directors' decision whether or not (and when) to file the Amendment and effect the Reverse Stock Split (and at what whole number ratio to effect the Reverse Stock Split) will be based solely on whether the Reverse Stock Split is necessary to satisfy the initial or continued listing standards or requirements of The Nasdaq Capital Market or another national securities exchange.

Shareholder approval is being requested to implement the Amendment and effect the Reverse Stock Split at any whole number ratio between 1-for-2 to 1-for-10 in order to provide our Board of Directors with the flexibility to determine the ultimate exchange ratio of the Reverse Stock Split, based upon the best interests of the Company and its shareholders. If the shareholders approve the Amendment and Reverse Stock Split, the Company reserves the right not to file the Amendment and effect the Reverse Stock Split, even if the Reverse Stock Split is necessary to satisfy the initial or continued listing standards of The Nasdaq Capital Market or another national securities exchange, if our Board of Directors does not deem it to be in the best interests of the Company and its shareholders. The form of Amendment to amend MKTY-NV's Articles of Incorporation to effect the Reverse Stock Split is attached to this proxy statement as Appendix D. The form of Amendment to amend MKTY-NY's Certificate of Incorporation, if the Reincorporation Merger is not approved, to effect the Reverse Stock Split is attached to this proxy statement as Appendix E. The form of Amendment to effect the Reverse Stock Split, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock.

The Company believes that the availability of a range of reverse stock split ratios will provide it with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company and its shareholders. In determining which ratio to implement, if any, following the receipt of shareholder approval, our Board may consider, among other things, factors such as:

The Board, in its discretion, may elect, at any time prior to the 2022 annual meeting of shareholders, to implement the Amendment and effect the Reverse Stock Split at a ratio within the range set forth above upon receipt of shareholder approval, if the Reverse Stock Split is necessary to satisfy the initial or continued listing standards or requirements of The Nasdaq Capital Market or another national securities exchange, or none of them if the Board determines in its discretion not to proceed with the Reverse Stock Split.

As a New York corporation, MKTY-NY is governed by our Certificate of Incorporation. If we consummate the Reincorporation Merger, as MKTY-NV, we will become governed by the Articles of Incorporation, a copy of which is attached to this proxy statement as Appendix B. If our shareholders approve the grant of discretionary authority to implement the Amendment and effect the Reverse Stock Split but do not approve the Reincorporation Merger, we will remain a New York corporation governed by our Certificate of Incorporation. In such event, should the Board decide to implement the Amendment and effect the Reverse Stock Split, we will amend MKTY-NY's Certificate of Incorporation in the form set forth in Appendix E. On the other hand, if our shareholders approve the Reincorporation Merger, and should our Board decide to implement the Reverse Stock Split following the Reincorporation Merger, we will amend our (i.e., MKTY-NV) Articles of Incorporation in the form set forth in Appendix D.

The Board proposes to effect, and believes that shareholders should authorize, the Reverse Stock Split for the following reasons:

If our Common Stock is listed on The Nasdaq Capital Market or another national securities exchange, we will be required to maintain a minimum bid price. For example, The Nasdaq Capital Market requires companies listed on the exchange to maintain a minimum bid price of $1.00. In the event the price of our Common Stock declines below the minimum bid price of the applicable national securities exchange, we may decide to effect the Reverse Stock Split for the sole purpose of regaining compliance with the minimum bid price requirement.

The Board believes that the potential advantages of the Reverse Stock Split significantly outweigh any disadvantages that may result. The following are possible disadvantages of the Reverse Stock Split:

If the Reverse Stock Split ~~may vary from~~is approved and implemented, the estimate above, and the beneficial ownership percentage of our shares of Common Stock held by our directors and executive officers and Brookstone XXIV and the beneficial ownership percentage of the Continuing Stockholders after the Reverse Stock Splitprincipal effects will ~~proportionally increase or~~be to decrease ~~as a result of purchases, sales and other transfers of our shares of Common Stock by our stockholders prior to the effective date of the Reverse Stock Split, and depending on~~ the number of ~~street name~~outstanding shares of the Company's Common Stock based on the reverse stock split ratio selected by the Board. As of the Record Date, approximately [______] shares of our Common Stock were issued and outstanding. Without taking into account fractional shares that ~~are actually~~will be cashed out inas described below, based on this number of shares issued and outstanding and, for illustrative purposes only, assuming a reverse split ratio of 1-for-5, the ~~Reverse Stock Split.~~

~~See “Special Factors – Effects of~~Company would have approximately [______] shares outstanding immediately following the Reverse Stock Split – Additional Effects on the Affiliated Continuing Stockholders” beginning on page 33 and “Security Ownership of Certain Beneficial Owners and Management” beginning on page 58.

Directors, executive officers and any stockholders who own more than 10% of our outstanding Common Stock will experience certain advantages after the Reverse Stock Split in that they will be relieved of certain SEC reporting requirements and “short-swing profit” recapture provisions under Section 16 of the Exchange Act, and information regarding their compensation and stock ownership will no longer be publicly available. In addition, by deregistering the Common Stock under the Exchange Act subsequent to the consummation of the Reverse Stock Split, we will no longer be prohibited, pursuant to Section 402 of the Sarbanes-Oxley Act of 2002, from making personal loans to our directors or executive officers. We do not, however, have a present intention of making personal loans to our directors or executive officers, and the ability to make such loans was not a reason considered by the Board in evaluating the benefitscompletion of the Reverse Stock Split.

~~In addition, certain~~The proposed Reverse Stock Split will affect all holders of our ~~directors~~Common Stock equally and ~~executive officers hold options~~will not affect any of their percentage ownership interests in the Company. The proposed Reverse Stock Split will not affect voting rights and other rights and preferences of our holders of Common Stock, nor will it affect the number of our shareholders of record.

The Amendment to ~~acquire~~our Articles of Incorporation (or Certificate of Incorporation if the Reincorporation Merger is not approved) to effect the Reverse Stock Split will not proportionately change the number of authorized shares of our Common Stock. ~~These stock options will remain outstanding after~~As a result, one of the effects of the Reverse Stock Split, if effected, will be to effectively increase the proportion of authorized shares of Common Stock, which are unissued relative to those which are issued. This could result in us being able to issue more shares of Common Stock without further shareholder approval.

The Amendment and Reverse Stock Split, if approved by our shareholders, would become effective upon the filing and effectiveness of a Certificate of Amendment to MKTY-NV's Articles of Incorporation with the Secretary of State of the State of Nevada (assuming shareholder approval of the Reincorporation Merger). However, the exact timing of the filing of the Amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and its shareholders, if at all. Accordingly, the Board reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Amendment, the Board, in its sole discretion, determines that it is no longer in the Company's best interests and the best interests of its shareholders to proceed with the Reverse Stock Split.

Notwithstanding the foregoing, we must first notify FINRA of the intended Reverse Stock Split by filing an Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of such action, as our failure to provide such notice could constitute fraud under Section 10 of the Exchange Act.

If the Board fails to implement the Reverse Stock Split by the 2022 annual meeting of shareholders, shareholder approval would be required again prior to implementing any reverse stock split. If our shareholders approve the grant of discretionary authority to implement the Amendment and effect the Reverse Stock Split but do not approve the Reincorporation Merger, we will remain a New York corporation governed by our Certificate of Incorporation. In such event, should the Board decide to file the Amendment and effect the Reverse Stock Split, we will amend MKTY-NY's Certificate of Incorporation instead.

Shareholders are not required to send in their current certificates for exchange. Following the Reverse Stock Split, each stock certificate representing issued and outstanding shares of our Common Stock will represent a fewer number of shares, as adjusted appropriately based on the Reverse Stock Split ratio selected by our Board. For example, a stock certificate evidencing 100 shares of Common Stock will, upon effectiveness of the Reverse Stock Split, represent 20 shares of Common Stock (assuming that the Board effects the Reverse Stock Split at a 1-for-5 ratio).

As of the Record Date, approximately [___] shares of our Common Stock were subject to the exercise of outstanding stock options and other awards, and approximately [___] additional shares were reserved and available for issuance pursuant to future awards, under the Company's stock incentive plans. As of the Record Date, no awards have been granted under the 2021 Plan.

Under these plans, the number of shares reserved and available for issuance and the number, exercise price, grant price or purchase price of shares subject to outstanding awards will be proportionately adjusted based on the reverse split ratio selected by the Board if the Reverse Stock Split is effected. As a result, using the above data as of the Record Date, and assuming for illustrative purposes only that a 1-for-5 reverse stock split is effected, the number of shares issuable upon exercise or vesting of ~~each option will~~outstanding awards would be adjusted from [___] to [___], and the [___] shares that were available for future issuance under the stock plans would be adjusted to [___] shares (subject to increase as and when awards made under the stock plans expire or are forfeited and are returned in accordance with the terms of the plans).

For individual holders, the number of shares subject to outstanding awards would be reduced by a factor of 5 and, in the case of outstanding stock options, the exercise price per share would be increased by a multiple of 5, such that upon an exercise, the aggregate exercise price payable by the optionee to the Company would remain the same. For example, an outstanding stock option for 100 shares of Common Stock, exercisable at $5 per share, would be adjusted as a result of a 1-for-5 split ratio into an option exercisable for 20 shares of Common Stock at an exercise price of $25 per share. In connection with the proposed Reverse Stock Split, ~~1-for-15, and~~ the ~~exercise per share~~number of shares of our Common Stock issuable upon exercise of outstanding stock awards will be ~~correspondingly increased~~rounded to the nearest whole share and no cash payment will be made in ~~the ratio~~respect of ~~1-for-15. As of the Record Date,~~ such ~~current directors and executive officers held the following options to acquire Common Stock:~~rounding.

~~Except as described above in this section, none~~We will not issue any fractional shares of our affiliates has any interest, direct or indirect, in the Reverse Stock Split other than interests arising from the ownership of securities where those affiliates receive no extra or special benefit not shared on a pro rata basis by all othercommon stock to holders of our Common ~~Stock. In particular, there are no agreements with affiliates to purchase Common~~ Stock ~~upon consummation of or subsequent to the Reverse Stock Split or otherwise with respect to the Reverse Stock Split.~~

Because the per share Cash Consideration will not be known until the effective date of the Reverse Stock Split and we will not know exactly how many record and beneficial holders of our Common Stock will receive the Cash Consideration for their shares in the Reverse Stock Split, we do not currently know the exact cost of the Reverse Stock Split. Based, however, on information that we have received as of [_____] from our transfer agent, American Stock Transfer & Trust Company, LLC, with regard to the size of holdings of those stockholders who may hold shares in street name, as well as our estimates of other Reverse Stock Split expenses, we believe that the total cash amount required to effect the Reverse Stock Split to us will be approximately $[_____] though, as discussed above, the actual cost may be larger or smaller. This amount includes approximately $[_____] needed to cash out fractional shares (based on an assumed price per share of $[_____] calculated based on the average of the daily closing prices of the Common Stock for the 60 trading days ending on the trading day immediately before the Record Date), approximately $[_____] of legal, accounting and other advisory fees, approximately $[_____] for transfer agent costs and approximately $[_____] of other costs, including costs of printing and mailing, to effect the Reverse Stock Split.

The cash to be paid to stockholders receiving the Cash Consideration in the Reverse Stock Split and the other costs of the Reverse Stock Split will be paid from the Company’s cash on hand. There are no conditions to the availability of the funds for the Reverse Stock Split, and we do not have any alternative financing arrangements or alternative financing plans with respect to the Reverse Stock Split. We do not expect to borrow any part of the funds required to effect the Reverse Stock Split.

Each of the Board and Brookstone XXIV believes that this proxy statement, along with the Company’s other filings with the SEC, provide a great deal of information for unaffiliated stockholders to make an informed decision as to the Reverse Stock Split. Therefore, neither the Company nor Brookstone XXIV has made any special provision in connection with the Reverse Stock ~~Split~~Split. Instead, with respect to ~~grant unaffiliated stockholders access to the corporate files of the Company or Brookstone XXIV or to obtain counsel or appraisal services at either the Company’s or Brookstone XXIV’s expense.~~

A quorum will be present if stockholders holding at least 33 1/3% of the shares entitled to vote are present at the Special Meeting in person or by proxy. Assuming the presence of a quorum, the affirmative vote of the holders of a majority of outstanding shares of our Common Stock entitled to vote at the Special Meeting is required to approve the Reverse Stock Split. Our current directors and executive officers and Brookstone XXIV have indicated that they intend to vote the shares of our Common Stock over which they have voting control ([4,044,240] shares, or approximately [43.2]% of our issued and outstanding shares eligible to vote at the Special Meeting) “FOR” the Reverse Stock Split. Because our directors and executive officers and Brookstone XXIV collectively own [43.2]% of our outstanding shares of Common Stock entitled to be voted at the Special Meeting, and have indicated their intention to vote in favor ofany fractional share resulting from the Reverse Stock Split, and subject to applicable law, we will pay in cash the ~~Reverse Stock Split will be approved if holders~~value of ~~just an additional [6.9]% of the outstanding shares of Common Stock vote in favor of the proposal.~~such fractional share.

The Reverse Stock Split will become effective as of the date that we amend our Certificate of Incorporation through the filing of a Certificate of Amendment to the Certificate of Incorporation with the Department of State of the State of New York to effect the Reverse Stock Split. We intend to effect the Reverse Stock Split as soon as possible afterIf the Reverse Stock Split is ~~approved by our stockholders, subject~~implemented, the Company intends to final authorization by the Board. The suspension of our obligation to file periodic reports and other documents under the Exchange Act will become effective upon the filing with the SEC of a certification and notice of termination of registration on Form 15. The deregistration of our Common Stock under Section 12(g) of the Exchange Act will take effect 90 days after the filing of the Form 15. See “Special Factors – Effects of the Reverse Stock Split” beginning on page 28.

Under applicable New York Law, the Board has a duty to act in the best interests of our stockholders. Accordingly, the Board reserves the right to abandon the Reverse Stock Split if for any reason the Board determines that, in the best interests of our stockholders, it is not advisable to proceed with the Reverse Stock Split, even assuming the stockholders approve the Reverse Stock Split by vote. Although the Board presently believes that the Reverse Stock Split is in our best interests and has recommended a vote “FOR” the Reverse Stock Split, the Board nonetheless believes that it is prudent to recognize that circumstances could possibly change such that it might not be appropriate or desirable to effect the Reverse Stock Split at that time. Such reasons include, but are not limited to:

If the Board decides not to consummate the Reverse Stock Split, whether before or after the time the Special Meeting is held, we will promptly notify our stockholders of the decision by public announcement.

~~Process for Payment for Fractional Shares; Issuance of New Stock Certificates~~

~~Stockholders~~treat beneficial holders (i.e., shareholders who ~~own of record fewer than 15 shares of Common Stock before the Reverse Stock Split will receive the Cash Consideration in exchange for all~~hold their shares ~~of Common Stock. Stockholders who own of record 15~~in "street name" through a bank, broker or more shares of Common Stock before the Reverse Stock Split will continue to own one whole share of Common Stock for each 15 shares they previously owned and will receive the Cash Consideration for any fractional shares of Common Stock they would otherwise be entitled to as a result of the Reverse Stock Split.

For purposes of determining ownership of shares of our Common Stock on the effective date of the Reverse Stock Split, such shares will be considered held by the person in whose name such shares are registered on our transfer agent’s records. We intend to treat stockholders holding shares of our Common Stock in street nameother nominee) in the same manner as registered ~~stockholders~~shareholders whose shares are registered in their names. ~~Prior to the effective date of the Reverse Stock Split, we will conduct an inquiry of all~~Banks, brokers ~~banks and~~or other nominees ~~that hold shares of our Common Stock in street name. We~~ will ~~ask them~~be instructed to effect the Reverse Stock Split for their beneficial holders holding shares ~~of our Common Stock~~ in ~~street~~"street name. ~~We will rely on~~" However, these banks, brokers ~~banks and~~or other nominees ~~to provide us with information on how many fractional shares will be cashed out. These brokers, banks and other nominees, however,~~ may have ~~different~~their own procedures ~~than those applicable to registered stockholders~~ for processing the Reverse Stock Split. ~~If you~~Shareholders who hold ~~your~~ shares ~~in street name~~ with a bank, broker or other nominee and ~~if you~~ have ~~any~~ questions in this regard ~~we encourage you~~are encouraged to contact ~~your~~their bank, broker or other nominee.

Under New York law, the ~~effective date~~Company's shareholders are not entitled to dissenter's rights or appraisal rights with respect to the Amendment and the Reverse Stock Split described in this proposal.

The following is a summary of certain United States federal income tax consequences of the Reverse Stock ~~Split,~~Split. It does not address any state, local or foreign income or other tax consequences, which, depending upon the ~~Company expects that its transfer agent, American~~jurisdiction and the status of the shareholder/taxpayer, may vary from the United States federal income tax consequences. It applies to you only if you held pre-Reverse Stock Transfer & Trust Company, LLC, acting in the capacity of paying agent, will send to each stockholder and to brokers, banks and other nominees, based on information we receive from them in response to our inquiries, for each stockholder whose shares are held in street name, instructions, including letters of transmittal, asking them to surrender theirSplit shares of Common Stock as capital assets for United States federal income tax purposes. This discussion does not apply to you if you are a member of a class of our shareholders subject to special rules, such as (a) a dealer in securities or currencies, (b) a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, (c) a bank, (d) a life insurance company, (e) a tax-exempt organization, (f) a person that owns shares of Common Stock that are a hedge, or that are hedged, against interest rate risks, (g) a person who owns shares of Common Stock as part of a straddle or conversion transaction for tax purposes or (h) a person whose functional currency for tax purposes is not the U.S. dollar. The discussion is based on the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), its legislative history, existing, temporary and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as of the date hereof. These laws, regulations and other guidance are subject to change, possibly on a retroactive basis. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the United States federal income tax consequences of the Reverse Stock Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

Tax Consequences to United States Holders of Common Stock. A United States holder, as used herein, is a shareholder who or that is, for United States federal income tax purposes: (a) a citizen or individual resident of the United States, (b) a domestic corporation, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust, if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust. This discussion applies only to United States holders.

Except for adjustments that may result from the treatment of fractional shares of Common Stock as described above, no income or loss should be recognized by a shareholder upon such shareholder's exchange of pre-Reverse Stock Split shares of Common Stock for post-Reverse Stock Split shares of Common Stock pursuant to the Reverse Stock Split, and the aggregate adjusted basis of the post- Reverse Stock Split shares of Common Stock received will be the same as the aggregate adjusted basis of the Common Stock exchanged for such new shares. The shareholder's holding period for the ~~Cash Consideration~~post- Reverse Stock Split shares of Common Stock will include the period during which the shareholder held the pre- Reverse Stock Split shares of Common Stock surrendered.

Our current directors and executive officers, as well as any other persons who have been a director or executive officer of the Company at any time since the beginning of fiscal year 2020, have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock and equity awards granted to them under our equity incentive plans.

Our Bylaws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Certificate of Incorporation or applicable New York law), the majority vote of shareholders present in person or by proxy and voting either affirmatively or negatively will be required for approval. Section 803(a) of the NYBSC provides that the vote of a majority of all outstanding shares entitled to vote on a matter at a meeting of shareholders is required to approve an amendment to a certificate of incorporation. Accordingly, the affirmative vote of a majority of the shares of Common Stock outstanding on the Record Date and entitled to vote on the matter will be required to approve the Amendment and the Reverse Stock Split.

At the Special Meeting, a vote will be taken on a proposal to approve the Amendment to the Company's Articles (Certificate) of Incorporation to effect, in the discretion of the Board of Directors, the Reverse Stock Split.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF PROPOSAL NO. 2.

The Company is seeking shareholder approval for its 2021 Stock Incentive Plan (the "2021 Plan") including the reservation of the number shares of Common Stock issuable under the 2021 Plan as described in the subsection below titled "Number of Shares of Common Stock Subject to the 2020 Plan and Award Limit; Reservation of Shares." The 2021 Plan was adopted by the Board on February 12, 2021, subject to shareholder approval at the Special Meeting.

The purpose of the 2021 Plan is to attract and retain senior managers, employees, directors, consultants, professionals and service providers who provide services to the Company or any of its subsidiaries, provided that such services are bona fide services that are not of a capital-raising nature ("Eligible Persons"). The 2021 Plan provides both for the direct award of shares, for the grant of options to purchase shares of Common Stock, as well as for the grant of Restricted Stock Units ("RSUs").

The Company has a policy of awarding significant amounts of restricted stock grants to the Company's directors, officers, employees and consultants on an annual basis. If our shareholders approve the 2021 Plan, the Company intends for any RSUs granted and any stock options that may be granted in the future to Eligible Persons be granted on a similar basis, and at that such options be granted at the market price on the date of grant. Restricted stock grants generally vest over one or more years, and if our shareholders approve the 2021 Plan, the Company intends that, for any stock options and RSUs granted, Eligible Persons may only receive shares of 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 its compensation committee in its discretion may provide in the applicable award agreement.

The Board believes that it is in the best interests of the Company and our shareholders for the Company to approve the 2021 Plan. There are relatively few shares available for grant under the Company's 2012 Equity Incentive Plan and (the "2012 Plan") and the Company's 2014 Equity Incentive Plan (the "2014 Plan"), and there are no shares reserved for future grants under the Company's 2006 Equity Incentive Plan (the "2006 Plan"). The 2006 Plan was approved by our shareholders on May 18, 2006, and was amended and restated by the Board in 2009, 2011 and 2016. The 2012 Plan was approved by our shareholders on June 14, 2012, and was amended and restated by our Board effective October 20, 2016. The 2014 Plan was approved by our shareholders on June 11, 2014. The Board believes that equity awards assist in retaining, motivating and rewarding Eligible Persons by giving them an opportunity to obtain long-term equity participation in the Company. In addition, equity awards are an important contributor to aligning the incentives of the Company's employees and other service providers with the interests of our shareholders. Our Board also believes that equity awards are essential to attracting new employees and retaining current employees. Further, the granting of options to new and existing employees frequently permits the Company to provide greater levels of compensation to its employees, without having to pay them higher salaries, which could adversely affect the Company's financial position. The Board believes that to remain competitive with other technology companies in our long-term incentive plans, the Company must continue to provide employees with the opportunity to obtain equity in the Company and that an inability to offer equity incentives to new and current employees would put the Company at a competitive disadvantage in attracting and retaining qualified personnel.

Our Board adopted the 2021 Plan on February 12, 2021. At the Special Meeting, we are asking shareholders to approve the 2021 Plan and the reservation of the number shares of Common Stock issuable under the 2021 Plan as described in the subsection below titled "Number of Shares of Common Stock Subject to the 2020 Plan and Award Limit; Reservation of Shares." The 2021 Plan authorizes us to issue such shares of Common Stock upon the exercise of stock ~~certificates representing~~options, the grant of restricted stock awards and the conversion of RSUs (collectively, the "Awards"). As of the Record Date, no awards have been granted under the 2021 Plan.

The following paragraphs provide a summary of the principal features of the 2021 Plan and its operation. The following summary is qualified in its entirety by reference to the 2021 Plan as set forth in Appendix F.

The 2021 Plan will be administered by the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee will have 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. Each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Company shall be authorized to implement the 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 2021 Plan. The validity, construction and effect of the 2021 Plan and any rules and regulations relating to the 2021 Plan shall be determined in accordance with the laws of the State of New York. If the Reincorporation Merger is approved by the shareholders at the Special Meeting, then upon the reincorporation of the Company in the State of Nevada, it is expected that certain changes to the 2021 Plan may be necessary to comply with the laws of the State of Nevada, and the validity, construction and effect of the 2021 Plan and any rules and regulations relating to the 2021 Plan will be determined in accordance with the laws of the State of Nevada.

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

Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of 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 RSUs shall be limited to (A) during the Company's fiscal year ending December 31, 2021 (the "2021 Fiscal Year"), 1,460,191 shares of Common Stock, which is equal to 15% of the number of shares of Common Stock ~~owned upon effectiveness~~outstanding on January 1, 2021, and (B) beginning with the Company's fiscal year ending December 31, 2022 (the "2022 Fiscal Year"), fifteen percent (15%) of the Reverse Stock Split. Upon proper completion, execution and return of the letter of transmittal and accompanying stock certificate(s) to the transfer agent, along with such other documents as we or our transfer agent may require, the transfer agent will send the Cash Consideration, as well as stock certificate(s) representing the number of shares of Common Stock ~~owned~~outstanding, which calculation shall be made on the first trading day of a new fiscal year; provided that, (A) during the 2021 Fiscal Year, no more than 778,769 shares of Common Stock, which is equal to 8% of the number of shares of Common Stock outstanding on January 1, 2021, may be issued pursuant to Award grants and (B) during any fiscal year of the Company beginning with the 2022 Fiscal Year and thereafter, no more than eight percent (8%) of the number of shares of Common Stock outstanding may be issued pursuant to Award grants in any fiscal year. Subject to certain adjustments as provided in the 2021 Plan, (i) shares of Common Stock subject to the 2021 Plan shall include shares of Common Stock forfeited in a prior year and (ii) the number of shares of Common Stock that may be issued under the 2021 Plan may never be less than the number of shares of Common Stock that are then outstanding under Award grants.

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

All senior managers, employees, directors, consultants, professionals and service providers who provide services to the Company are eligible to participate in the 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 Record Date, approximately [__] employees, [__] executive officers, and [__] non-employee directors were eligible to participate in the 2021 Plan.

The 2021 Plan became effective on February 12, 2021, the date on which the Board adopted the 2021 Plan, and it shall automatically terminate on the tenth (10^th) anniversary of such date. No further Awards may be granted under the 2021 Plan after such date of termination. In addition, in the event that the shareholders of the Company do not approve the 2021 Plan within twelve (12) months of such effective date, the 2021 Plan shall terminate. The Board may terminate, suspend or amend the Plan at any time without shareholder approval except to the extent that shareholder approval is required to satisfy applicable requirements imposed by (a) Rule 16b-3 under the Exchange Act or any successor rule or regulation; or (b) the rules of any exchange on or through which the shares of Common Stock are then listed or traded. If the 2021 Plan is terminated, as a result of not having been approved by shareholders during such 12-month period, automatic termination on the tenth (10^th) anniversary of the Board's adoption of the 2021 Plan or pursuant to any other terms of the 2021 Plan, notwithstanding such termination, all Awards granted prior to such termination shall continue until they are terminated by their respective terms.

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 shareholders, exchange of shares of Common Stock, or other similar corporate change affecting the shares of Common Stock, the Board shall appropriately adjust the aggregate number of shares of Common Stock (including shares of Common Stock underlying stock options and RSUs) available for Awards under the 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.

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 stockholder after the Reverse Stock Split, if any, to these stockholders within five business days of receipt. Therefore, the timing of receipt of payment of the Cash Consideration and new stock certificates, if any, is dependent upon proper surrender of your stock certificates and your delivery of properly prepared and executed letters of transmittal. Payment of the Cash Consideration due to stockholders who hold their shares in street name through DTC will be made in accordance with the practices and procedures of DTC.participant.

~~American Stock Transfer & Trust Company, LLC will act as our agent for purposes~~Types of ~~paying for fractional shares in connection with the Reverse Stock Split.~~Awards

~~No service charge, brokerage commission, or transfer tax will be payable by a stockholder receiving~~Under the ~~Cash Consideration in~~2021 Plan, the ~~Reverse~~Compensation Committee is authorized to grant shares of restricted Common Stock, ~~Split.~~RSUs and stock options.

~~If any certificate evidencing~~Restricted stock is an award of shares of our Common Stock that vests in accordance with the terms and conditions set forth in the applicable award agreement entered into by the Company and each 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 Common Stock at a future date and are denominated in units. No shares of 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 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 shareholder 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 shareholder unless and until shares of 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 fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons who do not own more than fifty percent (50%) of the combined voting power of the Company's outstanding securities immediately prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the Company's assets to a non-affiliate of the Company.

A stock option is the right to purchase a specified number of shares of 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 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 our 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 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 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: (1) cash or cash equivalents; (2) delivery (by either actual delivery or attestation) of previously-acquired shares of Common Stock based on the "Fair Market Value" (as defined in the 2021 Plan) of the shares of Common Stock on the date the stock option is exercised; (3) withholding of shares of Common Stock from the stock option based on the Fair Market Value of shares of Common Stock on the date the stock option is exercised; (4) broker-assisted or bank-assisted market sales; or (5) 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 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.

The future benefits or amounts that would be received under the 2021 Plan are not determinable at this time as both participation in the 2021 Plan and the amounts that Eligible Persons may be awarded are discretionary.

The following summary is a brief discussion of certain federal income tax consequences to U.S. taxpayers and to the Company of stock options, RSUs and restricted stock awards granted under the 2021 Plan. This summary is not intended to be a complete discussion of all the federal income tax consequences of the 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 Common Stock on the date of grant.

Tax consequences of non-qualified stock options. The 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 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 the 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 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 Common Stock. The capital gain or loss will be short-term or long-term depending on holding period of the shares of 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 Common Stock are received equal to the excess, if any, of the fair market value of the shares of Common Stock received over the amount, if any, the recipient paid in exchange for the shares of Common Stock. If, however, the shares of 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 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 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 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 Common Stock. If the shares of 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 thirty (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 Common Stock on the award date less the amount, if any, the recipient paid in exchange for the shares of 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 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 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 the Company. We are generally entitled to an income tax deduction in connection with a stock option or restricted stock award granted under the 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 THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF STOCK OPTIONS, RSUs AND RESTRICTED STOCK AWARDS UNDER THE 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.

As of December 31, 2020, we had three equity compensation plans, each of which was originally approved by our shareholders: the 2006 Plan, the 2012 Plan and the 2014 Plan (collectively, the "Plans"). The 2006 Plan was amended and restated and approved by our Board in 2016, 2011 and 2009, and the 2012 Plan was amended and restated and approved by our Board in 2016. See "Executive Compensation - MKTY 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.

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

At the Special Meeting, a vote will be taken on a proposal to approve the adoption of the 2021 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF PROPOSAL NO. 3.

The primary objectives of our compensation policies are to attract, retain, motivate, develop, and reward our management team for executing our strategic business plan, thereby enhancing shareholder value, while recognizing and rewarding individual and Company performance. These compensation policies include: (i) an overall management compensation program that is competitive with companies of similar size or within our industry; and (ii) long-term incentive compensation in the form of stock-based compensation that is aimed towards encouraging management to continue to focus on shareholder returns. Our executive compensation program ties a substantial portion of our executive's overall compensation to key strategic, financial, and operational goals, including: establishing and maintaining customer relationships; signing original equipment manufacturer agreements; meeting revenue targets and profit and expense targets; introducing new products; progressing products towards manufacturing; and improving operational efficiency.

We believe that potential equity ownership in our Company is important to provide executive officers with incentives to build value for our shareholders. We believe that equity awards provide executives with a strong link to our short-term and long-term performance while creating an ownership culture to maintain the alignment of interests between our executives and our shareholders. When implemented responsibly, we also believe these equity incentives can function as a powerful executive retention tool.

Our Compensation Committee, consisting entirely of independent directors, administers our compensation plans and policies, including the establishment of policies that govern base salary as well as short-term and long-term incentives for our executive management team.

The following table sets forth the total compensation received for services rendered in all capacities to the Company during the fiscal years ended December 31, 2020 and December 31, 2019 by our Chief Executive Officer and Chief Financial Officer (the "Named Executive Officers"), as well as Frederick W. Jones, who served as our Chief Executive and Chief Financial Officer during 2019. We had no other executive officers during these years.

(1) Michael Toporek was named our Chief Executive Officer on November 2, 2020 and has served as a director since October 2016. The compensation that Mr. Toporek received for serving as a director is listed in the Director Compensation table on p. 38.

(2) Jessica L. Thomas joined the Company as its Chief Financial Officer in July 2020.

(4) The amounts shown in this column represent the grant date fair values of any stock option awards awarded in each of the past two years, which were computed in accordance with FASB ASC Topic 718. The Company used a Black-Scholes Option Pricing Model to determine the weighted average fair value of the options, which were estimated on the dates of grant.

(5) The amounts shown in this column represent accruals made pursuant to the successful completion of certain performance objectives.

(6) "All Other Compensation" consists of matching contributions to our 401(k) plan.

Base Salary and Cash Incentives of our Former Chief Executive Officer and Former Chief Financial Officer

On May 5, 2017, the Company 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 the Company 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 MKTY's executive bonus program, which is established annually by the Board at its sole discretion, and also could have received, at MKTY's 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 MKTY's Common Stock or other equity awards under MKTY's 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 MKTY's full-time employees.

The agreement also contained non-disparagement, non-solicitation, and confidentiality provisions.

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 the Company's initiative to establish EcoChain and associated investment in the field of vertically integrated energy production and crypto 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.

In addition to base salary compensation, we consider short-term cash incentives to be an important tool in motivating and rewarding near-term performance against established short-term goals. We do not utilize a specific formula, but executive management is eligible for cash awards contingent upon achievement of individual, financial, or Company-wide performance criteria. The criteria are established to ensure that a reasonable portion of an executive's total annual compensation is performance-based.

We believe that the higher an executive's level of responsibility, the greater the portion of that executive's total earnings potential should be tied to the achievement of critical technological, operational and financial goals. We believe this strategy places the desired proportionate level of risk and reward on performance by the Chief Executive Officer and Chief Financial Officer and, when applicable, our other executive officers.

While performance targets are established at levels that are intended to be achievable, we believe that we have structured these incentives so that maximum bonus payouts would require a substantial level of both individual and Company performance.

Equity awards typically take the form of stock options, although the Company has the ability to award restricted stock grants under its equity compensation plan and did so in January 2020. Authority to make equity awards to executive officers rests with our Compensation Committee. In determining the size of awards for new or current executives, we consider the competitive market, strategic plan performance, contribution to future initiatives, benchmarking of comparative equity ownership for executives in comparable positions at similar companies, individual option history, and recommendations of our Chief Executive Officer and Chairman.

We generally base our criteria for performance-based equity awards on one or more of the following long-term measurements:

These performance measurements support various initiatives identified by the Board as critical to our future success, and are either expressed as absolute in terms of success or failure, or will be measured in more qualitative terms.

The timing of all equity awards for our named executive officers have coincided with either employment anniversary dates or our annual meeting dates, or such equity awards are granted at the next scheduled meeting of the Compensation Committee following the completion or assignment of the applicable objectives. We do not time option grants to our executives in coordination with the release of material non-public information, nor do we impose any equity ownership guidelines on our executives.

The following table sets forth certain information regarding the options held and value of our named executive officers' unexercised options and unvested stock awards as of December 31, 2020.

(1) These options remain exercisable for 90 days after September 11, 2020, the effective date of Mr. Jones' resignation from the Company.

(2) The options vest at the rate of 25% on each of the first four anniversaries of the date of the award, with first vest occurring on December 12, 2019, becoming fully exercisable on December 12, 2022. The options that were unvested as of September 11, 2020, the effective date of Mr. Jones' resignation from the Company, were terminated.

At December 31, 2020, there were no unvested stock awards held by Frederick W Jones.

As of December 31, 2020, we had two equity compensation plans: (1) the 2012 Plan; and (2) the 2014 Plan. The Compensation Committee administers all of our equity compensation plans and has the authority to determine the terms and conditions of the awards granted under equity plans.

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 the Company 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 the Company 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 the Company. The 2012 Plan provides an aggregate of 600,000 shares of Common Stock that may be awarded or issued pursuant to the 2012 Plan. The number of shares 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 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 the Company and its subsidiaries. Incentive stock options may only be granted to employees of the Company and its subsidiaries. As of December 31, 2020, options to purchase 174,750 shares of 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.

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 Common Stock that may be awarded or issued 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, the Company or any affiliate of the Company. Incentive stock options may only be granted to employees of the Company and its subsidiaries. As of December 31, 2020, options to purchase 224,000 shares of Common Stock were outstanding under the 2014 Plan, of which 157,500 were exercisable, with 11,125 shares reserved for future grants of equity awards under the 2014 Plan.

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.

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

On January 14, 2019, the 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 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.

(1) As of December 31, 2020, Mr. Hirshfield had 7,500 options outstanding, 3,750 of which were exercisable.

(2) As of December 31, 2020, Mr. Lipman had 7,500 options outstanding, 3,750 of which were exercisable.

(3) As of December 31, 2020, Mr. Marusak had 44,500 options outstanding, 38,250 of which were exercisable.

(4) As of December 31, 2020, Mr. Michaels had 43,000 options outstanding, 35,500 of which were exercisable.

(5) As of December 31, 2020, Mr. Phelan had 83,500 options outstanding, 77,250 of which were exercisable.

(6) As of December 31, 2020, Mr. Toporek had 7,500 options outstanding, 3,750 of which were exercisable.

The following table sets forth information regarding the beneficial ownership of our Common Stock at February 11, 2021 by each of our directors and our executive officers and by all of our current executive officers and directors as a group. We have also included information with respect to each person or group of affiliated persons that, to our knowledge, beneficially own more than 5% of our Common Stock at February 11, 2021.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Mechanical Technology, Incorporated, 325 Washington Avenue Extension, Albany, New York 12205.

(1) Based on 9,811,857 shares of Common Stock issued and outstanding as of February 11, 2021.

(2) Unless otherwise indicated, we believe that each of the shareholders has sole voting and investment power with respect to the shares of Common Stock beneficially owned by such shareholder.

(3) The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after February 11, 2021 through the exercise of any warrant, stock option, or other right. The inclusion in this schedule of such shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner of such shares. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options held by such person that are exercisable within 60 days of February 11, 2021, but excludes shares of Common Stock underlying options held by any other person.

(4) Includes 3,750 shares of common stock issuable upon exercise of stock options exercisable within 60 days of February 11, 2021.

(5) Includes 38,250 shares of common stock issuable upon exercise of stock options exercisable and vesting of restricted stock awards within 60 days of February 11, 2021.

(6) Includes 35,500 shares of common stock issuable upon exercise of stock options exercisable and vesting of restricted stock awards within 60 days of February 11, 2021.

(7) Representatives of Brookstone Partners Acquisition XXIV, LLC, a Delaware limited liability company ('Brookstone XXIV'), have provided us the following information: As the Manager of Brookstone XXIV, Brookstone Partners I.A.C. may be deemed to beneficially own the shares of common stock owned directly by Brookstone XXIV. Michael Toporek is President of Brookstone Partners I.A.C. and Matthew Lipman is Secretary of Brookstone Partners I.A.C. and share voting and dispositive power over the shares of common stock owned by Brookstone XXIV. The address of each of Brookstone XXIV, Brookstone Partners I.A.C., Michael Toporek, and Matthew Lipman is 232 Madison Avenue, Suite 600, New York, New York 10016.

In order to be included in proxy material for the 2021 Annual Meeting of Shareholders, shareholder proposals submitted to the Company in compliance with SEC Rule 14a-8 (which concerns shareholder proposals that are requested to be included in a company's proxy statement), and director nominees, must have been ~~lost~~received by us at our offices a reasonable time before we begin to print and send the proxy materials in connection with the 2021 Annual Meeting of Shareholders.

With respect to shareholder proposals to be submitted outside the Rule 14a-8 process for consideration at the 2021 Annual Meeting of Shareholders, if the Company does not receive notice of any such proposal to be presented at the 2021 Annual Meeting of Shareholders a reasonable time before we send the proxy materials in connection with the 2021 Annual Meeting of Shareholders, the proxies designated by the Board will have discretionary authority to vote on any such proposal.

Such shareholder's notice shall include, with respect to each matter that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the 2021 Annual Meeting of Shareholders and the reasons for conducting such business at the 2021 Annual Meeting of Shareholders, and with respect to each person whom the shareholder proposes to nominate for election as a director, all information relating to such person, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director, that is required under the Exchange Act.

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 specified in the Notice of Special Meeting of the Shareholders. As to any business that may properly come before the Special Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

We will bear the costs of printing and mailing proxies. In addition to soliciting shareholders by mail or ~~destroyed,~~through our regular employees, we may ~~in our sole discretion accept in lieu thereof a duly executed affidavit~~request banks, brokers and ~~indemnity agreement in a form satisfactory~~other custodians, nominees and fiduciaries to ~~us. The holder of any~~solicit their customers who have shares of our Common Stock ~~evidenced~~registered in the name of a nominee and, if so, will reimburse such banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by ~~any certificate that has been lost or destroyed must submit:~~

~~Additional instructions with respect to lost or destroyed certificates will~~our officers and employees may also be ~~included with~~made of some shareholders following the letter of transmittal that our transfer agent will send to stockholders after the effective date of the Reverse Stock Split. In the event that the Company is unable to locate certain stockholders or if a stockholder fails to properly complete, execute, and return the letter of transmittal and accompanying stock certificate(s) to the transfer agent, any funds payable to such holders pursuant to the Reverse Stock Split will be held in escrow until a proper claim is made, subject to applicable unclaimed property and escheat laws.original solicitation.

~~DO NOT SEND STOCK CERTIFICATES TO US OR THE TRANSFER AGENT UNTIL AFTER YOU HAVE RECEIVED A LETTER OF TRANSMITTAL AND ANY ACCOMPANYING INSTRUCTIONS.~~ADDITIONAL INFORMATION

~~Under New York law, our Certificate of Incorporation~~We are subject to the information and ~~our Bylaws, no appraisal or dissenters’ rights are available to stockholders~~reporting requirements of the ~~Company who dissent from the Reverse Stock Split.~~

~~Release No. 34-15230 of the staff of~~Exchange Act, and in accordance therewith, we file periodic reports, documents and other information with the SEC ~~requires disclosure~~relating to our business, financial statements and ~~discussion of~~other matters. Such reports and other information may be accessed at www.sec.gov. You are encouraged to review our Form 10 Registration Statement, filed with the ~~effects~~SEC on September 30, 2020, as amended on November 25, 2020 and on January 4, 2021, together with any subsequent information we filed or will file with the SEC and other publicly available information. A copy of any ~~action, including the proposed amendment to~~public filing is also available, at no charge, by contacting our Certificate of Incorporation to effectuate the Reverse Stock Split, that may be used as an anti-takeover mechanism. Because the proposed amendment to our Certificate of Incorporation will result in a relative increase in the number of authorized but unissued shares of our Common Stock vis-à-vis the number of outstanding shares of our Common Stock after the Reverse Stock Split, the Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of the Board. A relative increase in the number of our authorized shares could enable the Board to render more difficult or discourage an attempt by a party attempting to obtain control of the Company by tender offer or other means.

As stated above, in the event of the Reverse Stock Split, we have no present intent to use the relative increase in the number of authorized but unissued shares of our Common Stock for anti-takeover purposes, and the proposed amendments are not part of a plan by the Board to adopt a series of anti-takeover provisions. We are not aware of any pending or threatened efforts to obtain control of the Company, and the Board has no present intent to authorize the issuance of additional shares of Common Stock to discourage these efforts if they were to arise.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds will be deposited, sums due for fractional shares resulting from the Reverse Stock Split that are not timely claimed after the effective date of the Reverse Stock Split in accordance with applicable law may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.legal counsel, Sullivan & Worcester LLP, Attn: David E. Danovitch, Esq. at (212) 660-3060.

The Company is not aware of any material governmental or regulatory approval required for completion of the Reverse Stock Split, other than compliance with the relevant federal securities laws and the New York Business Corporation Law.

This proxy statement contains certain forward-looking statements concerning, among other things, our anticipated results, and future plans and objectives that are or may be considered to be ~~“forward-looking~~"forward-looking statements.”" The words ~~“believe,” “expect,” “anticipate,” “should,” “could”~~"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 which 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 Reverse Stock Split; the effects of the Reverse Stock Split on the market for our 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, the Company will promptly disclose the changes as and to the extent required by applicable law and the rules and regulations of the SEC.

~~APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT~~

The Board has recommended that the Company pursue a deregistration transaction by means of a 1-for-15 Reverse Stock Split of the Common Stock, which will be accomplished by amending the Certificate of Incorporation.

~~The form of the proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split is attached to this proxy statement asAnnex A~~.

The affirmative vote of the holders of a majority of all of the shares entitled to vote on this matter will be required for approval. A properly executed proxy marked “ABSTAIN” with respect to this proposal will be counted for purposes of determining whether there is a quorum for the transaction of business at the Special Meeting but will have the effect of a vote against this proposal.

~~OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT.~~

The name of the Company is Mechanical Technology, Incorporated, a New York corporation. Our principal executive offices are located at 325 Washington Avenue Extension, Albany, New York 12205, and our telephone number is (518) 218-2550.

Our Common Stock is quoted on the OTCQB tier of OTC Markets under the symbol “MKTY.” OTC Markets is not a stock exchange or a regulated entity. The following table sets forth the high and low bid prices per share of our Common Stock for our two most recent fiscal years as reported on the OTCQB marketplace. The quotations below do not reflect the retail mark-up, markdown or commissions and may not represent actual transactions.

~~We have not paid cash dividends on our Common Stock in the past two years and currently plan to retain earnings, if any, to fund the expansion of our business and for general corporate purposes.~~

~~As of the Record Date, we had [9,369,177] shares of Common Stock outstanding and there were approximately [310] holders of record of our Common Stock.~~

~~We have not made an underwritten public offering of our Common Stock for cash during the three years preceding the date of this proxy statement.~~

During the first quarter of fiscal 2016, the Company repurchased 10,401 shares of Common Stock at a price range between $0.85 per share and $1.10 per share and at an average price of $0.9654 per share pursuant to a Rule 10b5-1 Stock Repurchase Program. The Company has not otherwise repurchased any shares of its Common Stock during the past two years.

~~Certain Information Concerning the Company and the Company’s Directors and Executive Officers~~

The Company is a “filing person” for purposes of Schedule 13E-3. The business address of each of the Company’s executive officers and directors is c/o Mechanical Technology, Incorporated, 325 Washington Avenue Extension, Albany, New York 12205 and the business telephone number is (518) 218-2550. Neither the Company nor any of the Company’s directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the Company’s directors and executive officers is a citizen of the United States.

~~The following sets forth certain information with respect to the Company’s directors and executive officers:~~

~~Frederick W. Jones~~ was appointed our President and Chief Executive Officer on January 18, 2017, and has also served as our Chief Financial Officer since September 2011. In addition, Mr. Jones was appointed our Secretary in June 2009. He was promoted to Vice President of Finance and Operations of MTI Instruments in April 2010, from the Senior Director of Finance and Operations at MTI Instruments, which position he had held since May 2007.

~~David C. Michaels~~has served as our Chairman of the Board since January 18, 2017, and as a director since August 2013. Mr. Michaels is the Chief Financial Officer of the American Institute for Economic Research, Inc., an internationally recognized economics research and education organization, and has served in this position since October 2008. Mr. Michaels is a member of the Board of Directors of Iverson Genetic Diagnostics, Inc., whicho~~ffers advanced genetic testing to health care providers to promote early disease detection and help physicians achieve optimal dosing of critical medications.~~

~~Thomas J. Marusak~~has served as a director since December 2004. Since 1986, Mr. Marusak has served as President of Comfortex Corporation, a manufacturer of window blinds and specialty shades. In 2011, Mr. Marusak was elected to the Board of Directors of the Capital District Physician’s Health Plan, Inc., the dominant non-profit health insurance provider in upstate New York covering over 300,000 member lives and generating over $2.2 billion in annual revenues, of which he is also a member of the Finance Committee of the Board.

~~Michael Toporek~~has served as a director since October 21, 2016. Since 2003, Mr. Toporek has served as the Managing General Partner of Brookstone Partners, a lower middle market private equity firm based in New York, New York and an affiliate of Brookstone XXIV. Mr. Toporek currently serves on the Board of Trustees of Harlem Academy, a private school for gifted children from underserved communities.

~~Matthew E. Lipman~~has served as a director since October 21, 2016. Since 2004, Mr. Lipman has served as Managing Director of Brookstone Partners, a lower middle market private equity firm based in New York, New York and an affiliate of Brookstone XXIV. Mr. Lipman currently serves on the Board of Directors of Instone, LLC, a distributor of building product materials and Denison Pharmaceuticals, LLC, a contract manufacturer of cosmetic and over the counter pharmaceutical products.

~~Edward R. Hirshfield~~has served as a director since October 21, 2016. Since 2015, Mr. Hirshfield has served as a partner at Steppingstone Group, LLC, a special situations private equity fund located in New York, New York. Mr. Hirshfield worked as a Senior Analyst at CRG, LLC, a family office that invests in distressed securities with a concentration on trade claims and other distressed securities, from 2012 through 2014.

~~William P. Phelan~~ has served as a director since December 2004. Mr. Phelan is the co-founder and Chief Executive Officer of Bright Hub, Inc., a software company founded in 2005, which focuses on the development of online software for commerce. Mr. Phelan serves on the Board of Trustees and is a Finance Committee member and an Investment Committee Chair for Capital District Physician’s Health Plan, Inc., the dominant non-profit health insurance provider in upstate New York covering over 300,000 member lives and generating over $2.2 billion in annual revenues. Mr. Phelan also serves on the Board of Trustees and Chairman of the Audit Committee of the Paradigm Mutual Fund Family, which serves institutional as well as individual investors with a value focused stock selection strategy.

There are no agreements between the Company or the Company’s executive officers and directors and any other person with respect to any securities of the Company, except for: (i) the Securities Purchase Agreement (as defined herein); (ii) the Registration Rights Agreement (as defined herein); and (iii) outstanding stock options under the Company’s Amended and Restated 2006 Equity Incentive Plan, the Company’s 2012 Equity Incentive Plan and the Company’s 2014 Equity Incentive Plan. These stock options held by or in accounts for the benefit of our executive officers and directors will be affected by the Reverse Stock Split in the same manner as the outstanding shares of Common Stock in all material respects.

Except as set forth in the preceding paragraph, there have been no (and there are no currently proposed) transactions in which the amount involved exceeded $60,000 to which the Company was (or is to be) a party and in which any executive officer or director had (or will have) a direct or indirect material interest.

Brookstone XXIV is the largest stockholder of the Company and may be deemed to be subject to Rule 13e-3 promulgated by the SEC under the Exchange Act with respect to “going private” transactions and is a “filing person” for purposes of Schedule 13E-3.

~~Brookstone XXIV is a Delaware limited liability company controlled by its Managing Member, Brookstone XXIV Flow, LLC, a Delaware limited liability company (“~~~~Brookstone Flow~~~~”), which in turn is controlled by its Managing Member, Brookstone XXIV Meter, LLC, a Delaware limited liability company (“~~~~Brookstone Meter~~~~” and together with Brookstone XXIV and Brookstone Flow, the “~~~~Brookstone Entities~~”), which in turn is controlled by its Managing Member, Edward R. Hirshfield, a director of the Company. The business address of each of the Brookstone Entities is 122 East 42nd Street, Suite 4305, New York, New York 10168. The business telephone number of Brookstone XXIV is (212) 302-0066. The principal business of Brookstone XXIV is investing in securities. The principal business of Brookstone Flow is serving as the Managing Member of Brookstone XXIV. The principal business of Brookstone Meter is serving as the Managing Member of Brookstone Flow.

None of the Brookstone Entities has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Brookstone Entities has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

~~Securities Purchase Agreement~~~~. On October 21, 2016, the Company and Brookstone XXIV entered into a Securities Purchase Agreement (the “~~~~Securities Purchase Agreement~~~~”) pursuant to which on such date the Company issued and sold 3,750,000 shares of Common Stock (the “~~~~Brookstone XXIV Shares~~”) to Brookstone XXIV for an aggregate of $2,737,500, or $0.73 per share. The Company also agreed to (i) appoint Messrs. Hirshfield, Lipman and Toporek, each a designee of Brookstone XXIV, to the Board, (ii) appoint Mr. Hirshfield to the Compensation Committee of the Board and Mr. Lipman to the Audit Committee and Governance and Nominating Committee of the Board, (iii) maintain such committee appointments, (iv) appoint one of such designated directors (or a successor named by Brookstone XXIV) to each Board committee created after October 21, 2016 and maintain such appointments, and (v) include certain numbers of such designated directors (or successors named by Brookstone XXIV) as nominees recommended by the Board for election as directors, as long as Brookstone XXIV and its affiliates beneficially own outstanding shares of Common Stock. At any time Brookstone XXIV and its affiliates beneficially own at least 25% of the outstanding Common Stock, the Company must include three such Brookstone XXIV-designated directors on its Board and as Board-recommended director nominees. At any time Brookstone XXIV and its affiliates beneficially own at least 10% but less than 25% of the outstanding Common Stock, the Company must include two such Brookstone XXIV-designated directors on its Board and as Board-recommended director nominees. At any time Brookstone XXIV and its affiliates beneficially own any Common Stock but less than 10% of the outstanding Common Stock, the Company must include one such Brookstone XXIV-designated director on its Board and as a Board-recommended director nominee.

The Company further agreed pursuant to the Securities Purchase Agreement that it would not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, other than pursuant to a Demand Registration (as defined below) during the 90-day period beginning on the effective date of any registration statement in connection with a Demand Registration, except pursuant to a registration statement covering (i) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to a registration statement on Form S-4 or Form S-8 or any successor form, (ii) the issuance Common Stock upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for Common Stock pursuant to their terms, or (iii) the issuance of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course.

~~In connection with the Securities Purchase Agreement, the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “~~~~Rights Agent~~~~”), entered into an amendment (the “~~~~Rights Agreement Amendment~~”) to the Rights Agreement. The Rights Agreement is intended to act as a deterrent to any person (together with all affiliates and associates of such person) acquiring “beneficial ownership” (as defined in the Rights Agreement) of 4.99% or more of the outstanding Common Stock without the approval of the Board (an “~~Acquiring Person~~”), in an effort to protect against a possible limitation on the Company’s ability to use its NOLs. The Rights Agreement Amendment exempts Brookstone XXIV and its affiliates and associates from the definition of “Acquiring Person” under the Rights Agreement. The Company and the Board also took action in order to render inapplicable all restrictions on Brookstone XXIV as an “interested shareholder” under Section 912 of the New York Business Corporation Law.

The Company’s status as an SEC reporting company has no bearing on the Company’s ability to utilize its NOLs and the Board will continue to take all measures to protect against a possible limitation on the Company’s ability to utilize its NOLs notwithstanding the deregistration of our Common Stock. Accordingly, stockholders are cautioned that the Rights Agreement will remain in effect and continue to be strictly enforced by the Board following the deregistration of our Common Stock.

~~Registration Rights Agreement~~~~. On October 21, 2016, the Company and Brookstone XXIV entered into a Registration Rights Agreement (the “~~~~Registration Rights Agreement~~”), pursuant to which the Company agreed to, at any time after December 20, 2016 and upon the request of holders of at least 25% of the outstanding Brookstone XXIV Shares, to file a registration statement under the Securities Act of 1933, as amended (the “~~Securities Act~~~~”), to register the resale of the Brookstone XXIV Shares (a “~~~~Demand Registration~~”). The Company also agreed, subject to certain conditions and exclusions, to include the resale of the Brookstone XXIV Shares in any registration statement that the Company files under the Securities Act (other than a registration statement on Form S-4 or Form S-8) upon the request of any holder of Brookstone XXIV Shares. The Registration Rights Agreement terminates on the earlier of October 21, 2021 or the date that Brookstone XXIV or any permitted assignee or successor of Brookstone XXIV owns less than 10% of the outstanding shares of the Common Stock.

~~Joint Filing Agreement~~~~. On October 27, 2016, the Brookstone Entities and Messrs. Hirshfield, Lipman and Toporek (collectively, the “~~~~Brookstone Parties~~”) entered into a Joint Filing Agreement in which the Brookstone Parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company.

Other than as described in this proxy statement, there are no contracts, arrangements, understandings or relationships among the Company and any of the Brookstone Parties, or between the Company or any of the Brookstone Parties and any other person, with respect to the securities of the Company.

The following table sets forth the beneficial ownership of shares of voting stock of the Company, as of January 10, 2018, of (i) each person known by the Company to beneficially own more than 5% of the shares of outstanding Common Stock, based solely on filings with the SEC, (ii) each of the Company’s executive officers and directors and (iii) all of the Company’s executive officers and directors as a group. The address of each of the directors and executive officers of the Company is c/o Mechanical Technology, Incorporated, 325 Washington Avenue Extension, Albany, New York 12205.

~~The subject class of securities to which this proxy statement relates is our Common Stock, $0.01 par value per share. Each share of Common Stock entitles the holder thereof to one vote.~~

Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Special Meeting or any adjournments or postponements thereof. As of the close of business on the Record Date, [9,369,177] shares of Common Stock were outstanding and entitled to vote at the Special Meeting.

Sending in a signed proxy will not affect your right to attend the Special Meeting and vote in person. All proxies that are properly completed, signed and returned to us prior to the Special Meeting, and that have not been revoked, unless otherwise directed by you, will be voted in accordance with the recommendations of the Board set forth in this proxy statement. You may revoke your proxy at any time before it is voted either by (i) filing with the Secretary of the Company, at its principal executive offices, 325 Washington Avenue Extension, Albany, New York 12205, a written notice of revocation or a duly executed proxy bearing a later date, or (ii) by attending the Special Meeting, delivering written notice of revocation of your proxy and voting your shares in person.

The expenses of this solicitation will be paid by the Company. To the extent necessary to ensure sufficient representation at the Special Meeting, proxies may be solicited by any appropriate means, including by telephone, facsimile or email, by officers, directors and regular employees of the Company, who will receive no additional compensation therefor. The Company does not anticipate utilizing the services of any outside firm for the solicitation of proxies for the Special Meeting. The Company will pay persons holding Common Stock in their names or in the names of their nominees, but not owning such stock beneficially (such as brokerage firms, banks and other fiduciaries), for the reasonable expense of forwarding soliciting material to their principals.

A quorum will be present if stockholders holding at least 33 1/3% of the shares entitled to vote are present at the Special Meeting in person or by proxy. Abstentions will be treated as Common Stock present and entitled to vote for purposes of determining the presence of a quorum. If a broker indicates on a proxy that it does not have the discretionary authority as to certain Common Stock, referred to as a broker non-vote, those shares will be considered present for purposes of determining the existence of a quorum but will not be entitled to vote at the Special Meeting. In general, under the rules of the various national and regional securities exchanges, holders of record have the authority to vote shares for which their customers do not provide voting instructions on certain routine, uncontested items, but not on non-routine proposals. In the case of non-routine items for which specific voting instructions have not been provided, the institution holding street name shares cannot vote those shares. These are considered to be “broker non-votes.” Since there are no routine items to be voted on at the Special Meeting, nominee record holders of our Common Stock that do not receive voting instructions from the beneficial owners of such shares will not be able to return a proxy card with respect to such shares (and therefore, we do not expect any broker non-votes with respect to the proposal to be voted on at the Special Meeting); as a result, these shares will not be considered present at the Special Meeting and will not count towards the satisfaction of a quorum.

The affirmative vote of the holders of a majority of all shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting will be required to approve the proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split. Because the Company’s executive officers and directors and Brookstone XXIV together own approximately [43.2]% of the outstanding shares of Common Stock entitled to be voted at the Special Meeting have indicated their intention to vote in favor of the Reverse Stock Split, the Reverse Stock Split will be approved if just an additional [6.9]% of the outstanding shares of Common Stock vote in favor of the proposal.

In determining whether the proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split has received the requisite number of affirmative votes, abstentions and broker non-votes, as well as the failure to vote, will have the effect of a vote~~against~~ ~~the proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split.~~

Shares represented by properly executed proxies will be voted at the Special Meeting in accordance with the instructions specified thereon. If no instructions are specified, the shares represented by any properly executed proxy will be voted “FOR” the proposed amendment to the Certificate of Incorporation to effect the Reverse Stock Split.

The Company’s audited financial statements for the fiscal years ended December 31, 2016 and December 31, 2015, and the notes thereto, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, are incorporated by reference in this proxy statement.

The Company’s unaudited financial statements for the period ended September 30, 2017, and the notes thereto, contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, are incorporated by reference in this proxy statement.

~~As of September 30, 2017, the book value per share of Common Stock was $0.49.~~

~~See “Where You Can Find More Information – Incorporation by Reference” beginning on page 63.~~

The Reverse Stock Split is a “going private” transaction subject to Rule 13e-3 of the Exchange Act. The Company and Brookstone XXIV have filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 under the Exchange Act with respect to the Reverse Stock Split. The Schedule 13E-3 contains additional information about the Company and Brookstone XXIV. Copies of the Schedule 13E-3 are available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested stockholder of the Company, or a representative who has been so designated in writing, and may be inspected and copied, or obtained by mail, by written request directed to Frederick W. Jones, Chief Executive Officer, Chief Financial Officer and Secretary, Mechanical Technology, Incorporated, 325 Washington Avenue Extension, Albany, New York 12205.

The Company is currently subject to the information requirements of the Exchange Act and files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters.

You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public electronically on the SEC’s website at http://www.sec.gov.

In the Company’s filings with the SEC, information is sometimes incorporated by reference. This means that the Company is referring you to information that it has filed separately with the SEC. The information incorporated by reference should be considered part of this proxy statement, except for any information superseded by information contained directly in this proxy statement.

This proxy statement incorporates by reference the following documents that the Company has previously filed with the SEC. They contain important information about the Company and its financial condition.

The Company also incorporates by reference any additional documents that the Company may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement and the date of the Special Meeting.

The Company will provide, without charge, to each person to whom this proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all information that has been incorporated by reference, without exhibits unless such exhibits are also incorporated by reference in this proxy statement. You may obtain a copy of these documents and any amendments thereto by written request directed to Frederick W. Jones, Chief Executive Officer, Chief Financial Officer and Secretary, at Mechanical Technology, Incorporated, 325 Washington Avenue Extension, Albany, New York 12205, or by calling Frederick W. Jones at (518) 218-2550.

~~These documents are also included in the Company’s filings with the SEC, which you can access electronically at the SEC’s website at http://www.sec.gov.~~

This proxy statement is sent to you as part of the proxy materials for the Special Meeting. You may not consider this proxy statement as material for soliciting the purchase or sale of the Common Stock.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders who share an address unless we have received instructions to the contrary. We will promptly deliver our proxy statement to any stockholder upon written or oral request. Requests may be made by mail to: Mechanical Technology, Incorporated, ATTN: Investor Relations Department, 325 Washington Avenue Extension, Albany, New York 12205; by e-mail: contact@mechtech.com; or by telephone: (518) 218-2550. Any stockholder who would like to receive separate copies of our proxy statement or our annual proxy statement and/or annual report to stockholders in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household in the future, should contact their bank, broker, or other nominee record holder, or us directly at the address, e-mail address or phone number listed above.

~~The following information is being provided in the event that the Reverse Stock Split is not consummated and our Common Stock is not deregistered under the Exchange Act.~~

In order to be included in proxy material for the 2018 Annual Meeting of Stockholders, stockholder proposals submitted to the 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 have been received by us at our offices, 325 Washington Avenue Extension, Albany, New York 12205 on or before December 22, 2017.

With respect to stockholder proposals to be submitted outside the Rule 14a-8 process for consideration at the 2018 Annual Meeting of Stockholders, if the Company does not receive notice of any such proposal to be presented at the 2018 Annual Meeting of Stockholders on or before March 7, 2018, the proxies designated by the Board will have discretionary authority to vote on any such proposal.

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 specified in the Notice of Special Meeting of the Stockholders. As to any business that may properly come before the Special Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

We have not authorized anyone to give any information or make any representation about the Reverse Stock Split or us that differs from, or adds to, the information in this proxy statement or in our documents that are publicly filed with the SEC. If anyone does give you different or additional information, you should not rely on it.

WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE PROMPTLY VOTE BY DATING, SIGNING AND MAILING THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE PROVIDED TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE SPECIAL MEETING.

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of [_____], ~~2018~~2021 by and between Mechanical Technology, Incorporated, a New York corporation ("MKTY-NY") and Mechanical Technology, Incorporated, a company organized under the laws of the State of Nevada and a wholly-owned subsidiary of MKTY-NY ("MKTY-NV").

WHEREAS, MKTY-NY owns all of the issued and outstanding shares of capital stock of MKTY-NV.

WHEREAS, MKTY-NY desires to reorganize as a Nevada corporation by the merger of MKTY-NY with and into MKTY-NV (the "Merger"), with MKTY-NV continuing as the surviving corporation of the Merger.

WHEREAS, the board of directors of MKTY-NY (the "MKTY-NY Board") has (i) determined that this Agreement and the Merger are advisable and in the best interests of MKTY-NY and its shareholders, (ii) approved and adopted this Agreement and the Merger, (iii) resolved to submit this Agreement and the Merger to MKTY-NY's shareholders for their approval, and (iv) resolved to recommend to MKTY-NY's shareholders that they vote in favor of the adoption and approval of this Agreement and the Merger.

WHEREAS, the board of directors of MKTY-NV has (i) determined that this Agreement and the Merger are advisable and in the best interests of MKTY-NV and its sole stockholder, MKTY-NY, and (ii) approved and adopted this Agreement and the Merger.

NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MKTY-NY and MKTY-NV hereby agree as follows:

1. THE MERGER. In accordance with the Nevada Revised Statutes, as amended (the "NRS"), and the New York Business Corporation Law, as amended (the "NYBCL"), and subject to, and upon the terms and conditions of, this Agreement, MKTY-NY shall be merged with and into MKTY-NV, the separate corporate existence of MKTY-NY shall cease, and MKTY-NV shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). The name of the Surviving Corporation shall be "Mechanical Technology, Incorporated." At the Effective Time as defined below, the effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the NRS and NYBCL. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of MKTY-NY and MLTY-NV shall vest in the Surviving Corporation, and all debts, liabilities and duties of MKTY-NY and MKTY-NV shall become the debts, liabilities and duties of the Surviving Corporation, all as provided in the applicable provisions of the NRS and NYBCL.

2. EFFECTIVE TIME. On the date of the closing of the Merger, MKTY-NY and MKTY-NV shall file a certificate of merger with the Department of State of the State of New York (the "NY Certificate") and articles of merger with the Secretary of State of the State of Nevada (the "NV Articles"), in such forms as required by, and executed in accordance with the relevant provisions of, the NYBCL and the NRS, respectively. The Merger shall become effective upon the later filing of the NY Certificate or the NV Articles, or at such later time as specified in the in the NY Certificate and NV Articles (the date and time the Merger becomes effective being referred to herein as the "Effective Time").

3. ARTICLES OF INCORPORATION. At the Effective Time, the articles of incorporation of MKTY-NV as in force and effect immediately prior to the Effective Time, a copy of which is attached hereto as Exhibit A, shall be, at the Effective Time, the articles of incorporation of the Surviving Corporation (the "Surviving Corporation Articles") until thereafter duly amended in accordance with the provisions thereof and applicable law.

4. ~~ANNEX A~~BYLAWS. At the Effective Time, the bylaws of MKTY-NV as in force and effect immediately prior to the Effective Time, a copy of which is attached hereto as Exhibit B, shall be, at the Effective Time, the bylaws of the Surviving Corporation (the "Surviving Corporation Bylaws") until thereafter duly amended in accordance with the provisions thereof and applicable law.

5. DIRECTORS. The parties shall take all actions necessary so that the directors of MKTY-NY in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation at the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Corporation Articles and the Surviving Corporation Bylaws, or as otherwise provided by law.

6. OFFICERS. The parties shall take all actions necessary so that the officers of MKTY-NY in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation at the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Corporation Articles and the Surviving Corporation Bylaws, or as otherwise provided by law.

7. ADDITIONAL ACTIONS. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either MKTY-NY or MKTY-NV acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of MKTY-NY and MKTY-NV, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of MKTY-NY and MKTY-NV or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

8. CONVERSION OF CAPITAL SECURITIES. At the Effective Time, by virtue of the Merger and without any action on the part of MKTY-NY, MKTY-NV or any holder of any securities thereof:

(a) Each share of common stock, par value $0.01 per share, of MKTY-NY (the "MKTY-NY Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation (the "MKTY-NV Common Stock").

(b) Each share of MKTY-NV Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished without any consideration paid therefor.

(a) Effective as of the Effective Time, automatically and without any action on the part of the holder thereof: (i) each option to purchase shares of MKTY-NY Common Stock granted under any of its stock incentive plan (collectively, the "MKTY-NY Equity Plans") or otherwise (each option so issued, a "MKTY-NY Option") that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall cease to represent a right to acquire shares of MKTY-NY Common Stock and shall be converted into an option to purchase shares of MKTY-NV Common Stock, on substantially the same terms and conditions (including exercise prices and vesting schedules) as applied to such MKTY-NY Option immediately prior to the Effective Time (each as so converted, a "MKTY-NV Option") and (ii) each right of any kind, vested or unvested, contingent or accrued, to receive shares of MKTY-NY Common Stock or benefits measured in whole or in part by reference to the value of MKTY-NY Common Stock whether granted under the MKTY-NY Equity Plans or otherwise outstanding as of the Effective Time, other than MKTY-NY Options (each, an "MKTY-NY Stock-Based Award"), shall, in each case, be converted into a substantially similar award for, or with respect to, shares of MKTY-NV Common Stock on substantially the same terms and conditions (including vesting schedules) as applied to such MKTY-NY Stock-Based Award immediately prior to the Effective Time (each as so converted, a "MKTY-NV Stock-Based Award").

(b) Effective as of the Effective Time, automatically and without any action on the part of the holder thereof: (i) each warrant to purchase shares of MKTY-NY Common Stock (each an "MKTY-NY Warrant" and collectively, the "MKTY-NY Warrants") that is outstanding immediately prior to the Effective Time, whether or not then exercisable, shall cease to represent a right to acquire shares of MKTY-NY Common Stock and shall be converted into a warrant to purchase shares of MKTY-NV Common Stock, on substantially the same terms and conditions (including exercise prices and rights of exercise) as applied to such MKTY-NY Warrant immediately prior to the Effective Time (each as so converted, an "MKTY-NV Warrant" and collectively, the "MKTY-NV Warrants").

(c) Prior to the Effective Time, MKTY-NY and MKTY-NV shall each take all corporate action necessary to provide for the treatment of the MKTY-NY Options, the MKTY-NV Options, the MKTV-NY Stock-Based Awards, the MKTY-NV Stock-Based Awards, the MKTY-NY Warrants and the MKTY-NV Warrants, as set forth in this Section 9.

(a) At and after the Effective Time, each share certificate which immediately prior to the Effective Time represented outstanding shares of MKTY-NY Common Stock (an "MKTY-NY Stock Certificate") shall be deemed for all purposes to evidence ownership of, and to represent, the number of shares of MKTY-NV Common Stock into which the shares of MKTY-NY Common Stock represented by such MKTY-NY Stock Certificate immediately prior to the Effective Time have been converted pursuant to this Agreement. The registered holder of any MKTY-NY Stock Certificate outstanding immediately prior to the Effective Time, as such holder appears in the books and records of MKTY-NY (or of the transfer agent in respect of the MKTY-NY Common Stock), immediately prior to the Effective Time, shall, until such MKTY-NY Stock Certificate is surrendered for transfer or exchange, have and be entitled to exercise any voting and other rights with respect to and to receive any dividends or other distributions on the shares of MKTY-NV Common Stock into which the shares of MKTY-NY Common Stock represented by any such MKTY-NY Stock Certificate have been converted pursuant to this Agreement.

(b) Each holder of an MKTY-NY Stock Certificate shall, upon the surrender of such MKTY-NY Stock Certificate to the Surviving Corporation (or the transfer agent in respect of the MKTY-NY Common Stock) for cancellation after the Effective Time, be entitled to receive from the Surviving Corporation (or the transfer agent in respect of the MKTY-NV Common Stock), a certificate (an "MKTY-NV Stock Certificate") representing the number of shares of MKTY-NV Common Stock into which the shares of MKTY-NY Common Stock represented by such MKTY-NY Stock Certificate have been converted pursuant to this Agreement. If any such MKTY-NV Stock Certificate is to be issued in a name other than that in which the MKTY-NY Stock Certificate surrendered for exchange is registered, such exchange shall be conditioned upon (i) the MKTY-NY Stock Certificate so surrendered being properly endorsed or otherwise in proper form for transfer and (ii) the person requesting such exchange either paying any transfer or other taxes required by reason of the issuance of the MKTY-NV Stock Certificate in a name other than that of the registered holder of the MKTY-NY Stock Certificate surrendered, or establishing to the satisfaction of the Surviving Corporation, or the transfer agent in respect of the MKTY-NV Common Stock, that such tax has been paid or is not applicable.

(c) Where no MKTY-NY Stock Certificate has been issued in the name of a holder of shares of MKTY-NY Common Stock, a "book entry" (i.e., a computerized or manual entry) shall be made in the stockholder records of the Surviving Corporation to evidence the issuance to such holder of an equal number of shares of MKTY-NV Common Stock.

11. STOCKHOLDER APPROVAL. This Agreement will be submitted to a vote of the shareholders of MKTY-NY for their consideration and adoption at a meeting of such stockholders in accordance with the provisions of Section 903 of the NYBCL. In the event that this Agreement shall not be adopted by the requisite vote of the stockholders of MKTY-NY entitled to vote thereon, this Agreement shall thereupon terminate without further action of the parties hereto.

12. NASDAQ LISTING. The parties hereto shall use their reasonable best efforts to cause the shares of MKTY-NV Common Stock to be issued in the Merger to be approved for listing on The Nasdaq Capital Market, subject to official notice of issuance and listing application on the Nasdaq Capital Market, prior to the Effective Time.

13. TERMINATION. This Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, by action of the MKTY-NY Board. Subject to the provisions of applicable law, at any time prior to the Effective Time, the parties hereto may modify, amend or supplement this Agreement in writing, whether before or after the adoption of this Agreement by the stockholders of MKTY-NY; provided, however, that after any such adoption, there shall not be made any amendment that by law requires the further approval by the stockholders of MKTY-NY without such further approval.

15. GOVERNING LAW. This Agreement and all claims and causes of action hereunder shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws, except that the NYBCL shall apply to the Merger, and any other provisions set forth herein that are governed by the NYBCL.

16. FOREIGN QUALIFICATION; SERVICE OF PROCESS. In the event that the Surviving Corporation continues to conduct business within the State of New York, concurrent with or immediately after the closing of the Merger, the Surviving Corporation shall register as a foreign corporation qualified to business within the State of New York and agrees that it may be served with process in the State of New York in any proceeding for enforcement of any obligation of any constituent corporation of the State of New York, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger, and does hereby irrevocably appoint the Secretary of State of the State of New York as its agent to accept service of process in any such suit or proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of the State of New York is 325 Washington Avenue Extension, Albany, New York 12205.

17. PLAN OF REORGANIZATION. Each party to this Agreement agrees to treat the Merger for all income tax purposes as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

19. ENTIRE AGREEMENT. This Agreement, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

20. SEVERABILITY. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

21. ASSIGNMENT; BINDING EFFECT; BENEFIT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

The number of directors constituting the entire Board of Directors shall be not less than [one] nor more than nine as fixed from time to time by vote of a majority of the entire Board of Directors, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the entire Board of Directors shall be [one] until otherwise fixed by a majority of the entire Board of Directors. The Board of Directors shall be divided into three classes, as nearly equal in numbers as the then total number of directors constituting the entire Board of Directors permits with the term of office of one class expiring each year. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. Subject to the foregoing, at each annual meeting of shareholders the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.

Notwithstanding any other provision of these Articles of Incorporation or the bylaws of the corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the bylaws of the Corporation), any director or the entire Board of Directors of the corporation may be removed at any time, but only for cause or after the affirmative vote of 75% or more of the outstanding shares of stock entitled to vote for the election of directors at a meeting called for that purpose or after the affirmative vote of 75% of the entire Board of Directors.

Except as hereinafter provided, the officers and directors of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer. This limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation of law, or unlawful distribution prohibited by NRS § 78.300.

Section 1.The Corporation shall indemnify, to the fullest extent permitted by the Nevada Revised Statutes, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the Corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action if the person:

(b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS § 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action if the person:

(b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 3. To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article XI, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.

Section 1. Combinations with Interested Stockholders. The Corporation elects not to be governed by the provisions of NRS § 78.411 through NRS § 78.444, inclusive, of the Nevada Revised Statutes.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation or its bylaws in the manner now or thereafter prescribed by statute or by these Articles of Incorporation or by the Corporation's bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.

Section 1.1 Principal Office. The principal office and place of business of Mechanical Technology, Incorporated, a Nevada corporation (the "Corporation"), shall be established from time to time by resolution of the board of directors of the Corporation (the "Board of Directors").

Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation's registered agent is the registered office of the Corporation in Nevada.

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting pursuant to these Bylaws (as amended from time to time, these "Bylaws").

(a) Subject to any rights of stockholders set forth in the articles of incorporation of the Corporation (as amended from time to time, the "Articles of Incorporation"), special meetings of the stockholders may be called only by the chairman of the board or the chief executive officer, or, if there be no chairman of the board and no chief executive officer, by the president, and shall be called by the secretary upon the written request of at least a majority of the Board of Directors or the holders of not less than a majority of the voting power of the Corporation's stock entitled to vote. Such request shall state the purpose or purposes of the meeting.

(b) No business shall be acted upon at a special meeting of stockholders except as set forth in the notice of the meeting.

Section 2.3 Place of Meetings. Any meeting of the stockholders of the Corporation may be held at the Corporation's registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as may be designated in the notice of meeting. A waiver of notice signed by all stockholders entitled to vote thereat may designate any place for the holding of such meeting. The Board of Directors may, in its sole discretion, determine that any meeting of the stockholders shall be held by means of electronic communications or other available technology in accordance with Section 2.10.

(a) The chief executive officer, if any, the president, any vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the stockholders written notice of any stockholders' meeting not less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting, the means of electronic communication, if any, by which the stockholders or the proxies thereof shall be deemed to be present and vote and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in accordance with, and shall contain or be accompanied by such additional information as may be required by, the Nevada Revised Statutes ("NRS"), including, without limitation, NRS 78.379, 92A.120 or 92A.410.

(b) In the case of an annual meeting, any proper business may be presented for action, except that (i) if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan; and (ii) if a proposed action creating dissenter's rights is to be submitted to a vote, the notice of the meeting must state that the stockholders are or may be entitled to assert dissenter's rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.

(c) A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting (unless the NRS requires delivery to all stockholders of record, in which case such notice shall be delivered to all such stockholders) at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any stockholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such stockholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice to stockholders given by the Corporation pursuant to Chapters 78 or 92A of the NRS, the Articles of Incorporation or these Bylaws, may be given pursuant to the forms of electronic transmission listed herein, if such forms of transmission are consented to in writing by the stockholder receiving such electronically transmitted notice and such consent is filed by the secretary in the corporate records. Notice shall be deemed given (i) by facsimile when directed to a number consented to by the stockholder to receive notice, (ii) by electronic mail when directed to an e-mail address consented to by the stockholder to receive notice, (iii) by posting on an electronic network together with a separate notice to the stockholder of the specific posting on the later of the specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented to by and when directed to the stockholder. The stockholder consent necessary to permit electronic transmission to such stockholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with the stockholder's consent and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.

(d) The written certificate of an individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached thereto, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice and, in the absence of fraud, an affidavit of the individual signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit.

(e) Any stockholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.

(a) For the purpose of determining the stockholders entitled to (i) notice of and to vote at any meeting of stockholders or any adjournment thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.

(b) The Board of Directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent must be determined. The date set by the Board of Directors must not precede or be more than ten (10) days after the date the resolution setting such date is adopted by the Board of Directors. If the Board of Directors does not adopt a resolution setting a date upon which the stockholders of record entitled to give written consent must be determined and

(i) no prior action by the Board of Directors is required by the NRS, then the date shall be the first date on which a valid written consent is delivered to the Corporation in accordance with the NRS and these Bylaws; or

(ii) prior action by the Board of Directors is required by the NRS, then the date shall be the close of business on the date that the Board of Directors adopts the resolution.

(c) If no record date is fixed pursuant to Section 2.5(a) or Section 2.5(b), the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any postponement of any meeting of stockholders to a date not more than sixty (60) days after the record date or to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.

(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the Corporation's capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.

(b) If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might otherwise have been transacted at the adjourned meeting as originally called. When a stockholders' meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record as of the new record date. The stockholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough stockholders to leave less than a quorum of the voting power.

(a) Unless otherwise provided in the NRS, the Articles of Incorporation or any resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder's duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder's name at the close of business on the record date or the date established by the Board of Directors in connection with stockholder action by written consent.

(b) Except as otherwise provided herein, all votes with respect to shares (including pledged shares) standing in the name of an individual at the close of business on the record date or the date established by the Board of Directors in connection with stockholder action by written consent shall be cast only by that individual or such individual's duly authorized proxy. With respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver , the receiver may vote such shares even though the shares do not stand of record in the name of the receiver but only if and to the extent that the order of a court of competent jurisdiction which appoints the receiver contains the authority to vote such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.

(c) With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the chairman of the board, if any, the chief executive officer, if any, the president or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the Corporation of satisfactory evidence of his or her authority to do so.

(d) Notwithstanding anything to the contrary contained herein and except for the Corporation's shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned or held by it, and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.

(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such stockholder's shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

(f) With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(iii) If more than one person casts votes, the act of the majority so voting binds all.

(iv) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(g) If a quorum is present, unless the Articles of Incorporation, these Bylaws, the NRS, or other applicable law provide for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.

(h) If a quorum is present, directors shall be elected by a plurality of the votes cast.

Section 2.8 Actions at Meetings Not Regularly Called; Ratification and Approval.

(a) Whenever all persons entitled to vote at any meeting consent, either by: (i) a writing on the records of the meeting or filed with the secretary, (ii) presence at such meeting and oral consent entered on the minutes, or (iii) taking part in the deliberations at such meeting without objection, such meeting shall be as valid as if a meeting were regularly called and noticed.

(b) At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

(c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

(d) Such consent or approval may be by proxy or power of attorney, but all such proxies and powers of attorney must be in writing.

Section 2.9 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. If a stockholder designates two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise all of the powers conferred by the stockholder or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder, unless the stockholder's designation of proxy provides otherwise. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

Section 2.10 Meetings Through Electronic Communications. Stockholders may participate in a meeting of the stockholders by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a stockholder and (b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 2.10 constitutes presence in person at the meeting.

Section 2.11 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the holders of the voting power that would be required to approve such action at a meeting. A meeting of the stockholders need not be called or noticed whenever action is taken by written consent. The written consent may be signed in multiple counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the stockholders.

(a) Meetings of stockholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice chairman of the board, if any, or if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of any of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence of such designation by the Board of Directors, by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance of order and safety, (ii) limitation on participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iii) limitation on the time allotted for consideration of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry to such meeting after the time prescribed for the commencement thereof and (v) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(b) The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.

Section 2.13 Absentees' Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally or by the terms of these Bylaws required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice, to the extent such notice is required, if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.

Section 3.1 General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in Chapter 78 of the NRS or the Articles of Incorporation.

Section 3.2 Number, Tenure and Qualifications. The Board of Directors shall consist of at least one (1) individual and not more than nine (9) individuals. The number of directors within the foregoing fixed minimum and maximum may be established and changed from time to time by resolution adopted by the Board of Directors or the stockholders without amendment to these Bylaws or the Articles of Incorporation; provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the entire Board of Directors shall be [one] until otherwise fixed by a majority of the entire Board of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors, but no less than one-fourth (1/4) of the total number of directors constituting the entire Board of Directors. The allocation of directors among classes shall be determined by resolution of the Board of Directors with the term of office of one class expiring each year. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified or until their earlier death, retirement, disqualification, resignation or removal. Subject to the foregoing, at each annual meeting of stockholders the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. No provision of this Section 3.2 shall restrict the right of the Board of Directors to fill vacancies or the right of the stockholders to remove directors as is hereinafter provided.

Section 3.3 Chairman of the Board. The Board of Directors may elect a chairman of the board from the members of the Board of Directors, who shall preside at all meetings of the Board of Directors and stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board of Directors, these Bylaws or as provided by law. If no chairman of the board is appointed or if the chairman is absent from a Board meeting, then the Board of Directors may appoint a chairman for the sole purpose of presiding at any such meeting. If no chairman of the board is appointed or if the chairman is absent from any stockholder meeting, then the president shall preside at such stockholder meeting. If the president is absent from any stockholder meeting, the stockholders may appoint a substitute chairman solely for the purpose of presiding over such stockholder meeting.

Section 3.4 Removal and Resignation of Directors. Subject to any rights of the holders of preferred stock, if any, and except as otherwise provided in the NRS or the Articles of Incorporation, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors (voting as a single class), excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer of the Corporation.

Section 3.5 Vacancies; Newly Created Directorships. Subject to any rights of the holders of preferred stock, if any, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders and when their successors are elected or appointed, at which the term of the class to which he or she has been elected expires, or until his or her earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.

Section 3.6 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected, the Board of Directors, including directors newly elected, shall hold its annual meeting without call or notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date and hour for holding regular meetings between annual meetings, and if the Board of Directors so provides with respect to a regular meeting, notice of such regular meeting shall not be required.

Section 3.7 Special Meetings. Subject to any rights of the holders of preferred stock, if any, and except as otherwise required by law, special meetings of the Board of Directors may be called only by the chairman of the board, if any, or if there be no chairman of the board, by the chief executive officer, if any, or by the president or the secretary, and shall be called by the chairman of the board, if any, the chief executive officer, if any, the president, or the secretary upon the request of at least a majority of the Board of Directors. If the chairman of the board, or if there be no chairman of the board, each of the chief executive officer, the president, and the secretary, fails for any reason to call such special meeting, a special meeting may be called by a notice signed by at least a majority of the Board of Directors.

Section 3.8 Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 3.9 Notice of Meetings. Except as otherwise provided in Section 3.6, there shall be delivered to each director at the address appearing for him or her on the records of the Corporation, at least forty-eight (48) hours before the time of such meeting, a copy of a written notice of any meeting (a) by delivery of such notice personally, (b) by mailing such notice postage prepaid, (c) by facsimile, (d) by overnight courier, (e) by telegram, or (f) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender's receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.

(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 3.11 Manner of Acting. Except as provided in Section 3.13, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

Section 3.12 Meetings Through Electronic Communications. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a director or member of the committee, as the case may be, and (b) provide the directors or members of the committee a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 3.12 constitutes presence in person at the meeting.

Section 3.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed manually or electronically (or by any other means then permitted under the NRS), and may be so signed in counterparts, including, without limitation, facsimile or e-mail counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.

(a) Except as otherwise restricted by Chapter 78 of the NRS or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to subdelegate, and upon such terms as it deems fit.

(b) The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.

(c) The Board of Directors may, by resolution passed by at least a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3.15 Compensation. The Board of Directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this Section 3.15, such compensation is presumed to be fair to the Corporation unless proven unfair by a preponderance of the evidence.

Section 3.16 Organization. Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the vice chairman, if any, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.

Section 4.1 Election. The Board of Directors shall elect or appoint a president, a secretary and a treasurer or the equivalents of such officers. Such officers shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.

Section 4.2 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.

Section 4.3 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 4.4 Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation and perform such other duties and have such other powers which are delegated to him or her by the Board of Directors, these Bylaws or as provided by law.

Section 4.5 President. The president, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the chief executive officer, if any, these Bylaws or as provided by law. The president shall be the chief executive officer of the Corporation unless the Board of Directors shall elect or appoint different individuals to hold such positions.

Section 4.6 Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the president, or at the president's request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the president. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the president, these Bylaws or as provided by law.

Section 4.7 Secretary. The secretary shall attend all meetings of the stockholders, the Board of Directors and any committees thereof, and shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders, the Board of Directors and any committees thereof, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal, if any, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or any appropriate committee may direct. The secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.

Section 4.8 Assistant Secretaries. An assistant secretary shall, at the request of the secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.

Section 4.9 Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation's transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident to his or her office and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law. The treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer's custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation.

Section 4.10 Assistant Treasurers. An assistant treasurer shall, at the request of the treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, the treasurer, these Bylaws or as provided by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation in such sum and with such security as it may approve, for the faithful performance of the duties of the assistant treasurer, and for restoration to the Corporation, in the event of the assistant treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer's custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation.

Section 4.11 Execution of Negotiable Instruments, Deeds and Contracts. All (a) checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, (b) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party and (c) assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons. Any officer of the Corporation shall be authorized to attend, act and vote, or designate another officer or an agent of the Corporation to attend, act and vote, at any meeting of the owners of any entity in which the Corporation may own an interest or to take action by written consent in lieu thereof. Such officer or agent, at any such meeting or by such written action, shall possess and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership of such interest.

Section 5.1 Issuance. Shares of the Corporation's authorized capital stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

(a) Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by (i) the chief executive officer, if any, the president or a vice president, and (ii) the secretary, an assistant secretary, the treasurer or the chief financial officer, if any, of the Corporation (or any other two officers or agents so authorized by the Board of Directors), certifying the number of shares of stock owned by him, her or it in the Corporation; provided that the Board of Directors may authorize the issuance of uncertificated shares of some or all of any or all classes or series of the Corporation's stock. Any such issuance of uncertificated shares shall have no effect on existing certificates for shares until such certificates are surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Whenever any such certificate is countersigned or otherwise authenticated by a transfer agent or a transfer clerk and by a registrar (other than the Corporation), then a facsimile of the signatures of any corporate officers or agents, the transfer agent, transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. In the event that any officer or officers who have signed, or whose facsimile signatures have been used on any certificate or certificates for stock, cease to be an officer or officers because of death, resignation or other reason, before the certificate or certificates for stock have been delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the Corporation.

(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written statement certifying the number and class (and the designation of the series, if any) of the shares owned by such stockholder in the Corporation and any restrictions on the transfer or registration of such shares imposed by the Articles of Incorporation, these Bylaws, any agreement among stockholders or any agreement between the stockholders and the Corporation, and, at least annually thereafter, the Corporation shall provide to such stockholders of record holding uncertificated shares, a written statement confirming the information contained in such written statement previously sent. Except as otherwise expressly provided by the NRS, the rights and obligations of the stockholders of the Corporation shall be identical whether or not their shares of stock are represented by certificates.

(c) Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share, if any, represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid. In addition to the foregoing, all certificates evidencing shares of the Corporation's stock or other securities issued by the Corporation shall contain such legend or legends as may from time to time be required by the NRS or such other federal, state or local laws or regulations then in effect.

Section 5.3 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the Corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in the case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the Corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

Section 5.4 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the Corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the Corporation with another Corporation or the conversion or reorganization of the Corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

Section 5.5 Transfer of Shares. No transfer of stock shall be valid as against the Corporation except on surrender and cancellation of any certificate(s) therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new, equivalent uncertificated shares or certificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the transfer books of the Corporation. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the Corporation.

Section 5.6 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars of transfer.

Section 5.7 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation's stock.

Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution.

Section 7.1 Records. All original records of the Corporation shall be kept at the principal office of the Corporation by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.

Section 7.2 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except as otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.

Section 7.3 Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

Section 7.4 Reserves. The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, deem proper to provide for contingencies, to equalize distributions or to repair or maintain any property of the Corporation, or for such other purpose as the Board of Directors may deem beneficial to the Corporation, and the Board of Directors may modify or abolish any such reserves in the manner in which they were created.

(i) For purposes of this Article VIII, (A) "Indemnitee" shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) "Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative.

(ii) Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section 8.1, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder.

(iii) Indemnification pursuant to this Section 8.1 shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation, or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise, and shall inure to the benefit of his or her heirs, executors and administrators.

(iv) The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.

(b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

(c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article VIII shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of stockholders or directors, or otherwise.

(d) Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee, member, managing member or agent, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.

(e) Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following: (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

(f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Section 8.1 may be provided by the Corporation or any other person approved by the Board of Directors, even if all or part of the other person's stock or other securities is owned by the Corporation. In the absence of fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Section 8.1 and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 8.2 Amendment. The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person's consent or as specifically provided in this Section 8.2. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article VIII which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article X; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.

References in these Bylaws to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article VIII, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law and (ii) if such change permits the Corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

(a) Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to amend or repeal these Bylaws or to adopt new bylaws.

(b) Stockholders. Notwithstanding Section 10.1(a), these Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each case by the affirmative vote of the holders of at least a majority of the outstanding voting power of the Corporation, voting together as a single class.

The undersigned, as the duly elected Secretary of Mechanical Technology, Incorporated, a Nevada corporation (the "Corporation"), does hereby certify that the foregoing Bylaws were adopted as the bylaws of the Corporation by the Board of Directors of the Corporation as of , 202 .

2. The articles have been amended as follows: (provide article numbers, if available)

The Articles of Incorporation are hereby amended (the "Amendment") by the addition of a new paragraph (set forth below) under Paragraph 8 effecting a reverse stock split of the common stock, par value $0.001, of the Corporation:

"Upon the filing of this Amendment with the Secretary of State of the State of Nevada (the "Effective Time"), each ________ outstanding shares of common stock, par value $0.001 (the "Common Stock"), of the Corporation outstanding immediately prior to the Effective Time (the "Old Common Stock") shall be combined and converted into one (1) share of Common Stock (the "New Common Stock") based on a ratio of one share of New Common Stock for each _____ shares of Old Common Stock (the "Reverse Split Ratio"). This reverse stock split (the "Reverse Split") of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Paragraph 8.

The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders' shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split. Instead, with respect to any fractional share resulting from the Reverse Split, and subject to applicable law, we will pay in cash the value of such fractional share. All references to "Common Stock" in these Articles shall be to the New Common Stock.

The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that the Reverse Split will be effectuated on a certificate-by-certificate basis for shares held by registered holders. For shares held in certificated form, certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares of New Common Stock as is reflected on the face of such certificates for the Old Common Stock, divided by the Reverse Split Ratio and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates."

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:

~~THE UNDERSIGNED, being~~FIRST: The current name of the ~~Chief Executive Officer~~corporation is: Mechanical Technology, Incorporated (the "Corporation")

SECOND: The date of filing of the certificate of incorporation of the Corporation with the Department of State is: October 4, 1961

The Restated Certificate of Incorporation, as amended, as corrected and amended, is hereby further amended (the "Amendment") by the addition of a new paragraph (set forth below) under Paragraph THIRD effecting a reverse stock split of the common stock, par value $0.01, of the Corporation:

"Upon the filing of this Amendment with the Department of State of the State of New York (the "Effective Time"), each ________ outstanding shares of common stock, par value $0.01 (the "Common Stock"), of the Corporation outstanding immediately prior to the Effective Time (the "Old Common Stock") shall be combined and converted into one (1) share of Common Stock (the "New Common Stock") based on a ratio of one share of New Common Stock for each _____ shares of Old Common Stock (the "Reverse Split Ratio"). This reverse stock split (the "Reverse Split") of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Paragraph THIRD.

FOURTH: The certificate of amendment was authorized by: (Check the appropriate box)

☒ The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

☐ The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

Mechanical Technology, Incorporated

2021 STOCK INCENTIVE PLAN

1.	PURPOSE

The purpose of the Mechanical Technology, Incorporated Stock Incentive Plan (this "Plan") is to promote the interests of Mechanical Technology, Incorporated (the ~~“Corporation”~~"Company") and its stockholders by allowing the Company to attract and retain senior managers, employees, directors, consultants, professionals and service providers who provide services to the Company or any of its subsidiaries, provided that such services are bona fide services that are not of a capital-raising nature ("Eligible Persons"). This Plan is expected to contribute to the attainment of these objectives by enabling the Company to pay Eligible Persons utilizing shares of common stock, par value $0.01 per share, of the Company ("Shares") in addition to cash and to grant to such Eligible Persons Shares which are restricted as provided in Section 6 of this Plan ("Restricted Stock"). In addition, this Plan is expected to contribute to the attainment of these objectives by providing for the grants to Eligible Persons of (i) the right to receive Shares at a specific future time ("RSUs") and (ii) stock options ("Options"), which Options may be exercised for Shares.

2.	ADMINISTRATION

This Plan shall be administered by the Compensation Committee of the Board of Directors (the Committee"), unless the Company does not have a Compensation Committee, in which case this Plan shall be administered by the Board of Directors of the Company (the "Board"). Subject to the provisions of this Plan, the Committee shall be authorized to interpret this Plan; to establish, amend and rescind any rules and regulations relating to this Plan; and to make all determinations necessary or advisable for the administration of this Plan. The determinations of the Committee in the administration of this Plan, as described herein, shall be final and conclusive. Each of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Company shall be authorized to implement this Plan in accordance with ~~Section 805~~its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes of this Plan. The validity, construction and effect of this Plan and any rules and regulations relating to this Plan shall be determined in accordance with the laws of the ~~Business Corporation Law, does hereby certify:~~State of New York.

3.	1. ELIGIBILITY

The class of individuals eligible to receive Restricted Stock, Restricted Stock Units or Options (the "Awards") under this Plan shall be persons who are Eligible Persons (as defined above). Any holder of an Award granted under this Plan shall hereinafter be referred to as a "Participant" or collectively as "Participants."

4.	~~The name~~ SHARES SUBJECT TO THIS PLAN

(a)

Share Reserve and Limitation of Grants. Subject to adjustment as provided in Section 7 hereof, the maximum aggregate number of Shares that may be issued under this Plan (i) pursuant to the exercise of Options, (ii) as Restricted Stock and (iii) as available pursuant to RSUs shall be limited to (A) during the Company's fiscal year ending December 31, 2021 (the "2021 Fiscal Year"), 1,460,191 Shares and (B) beginning with the Company's fiscal year ending December 31, 2022 (the "2022 Fiscal Year"), fifteen percent (15%) of the ~~corporation is Mechanical Technology, Incorporated.~~number of Shares outstanding, which calculation shall be made on the first trading day of a new fiscal year; provided that, (A) during the 2021 Fiscal Year, no more than 778,769 Shares may be issued pursuant to Award grants and (B) during any fiscal year of the Company beginning with the 2022 Fiscal Year and thereafter, no more than eight percent (8%) of the number of Shares outstanding may be issued pursuant to Award grants in any fiscal year. Subject to adjustment as provided in Section 7 hereof, and notwithstanding any provision hereto to the contrary, (i) Shares subject to this Plan shall include Shares forfeited in a prior year as provided herein and (ii) the number of Shares that may be issued under this Plan may never be less than the number of Shares that are then outstanding under Award grants. For purposes of determining the number of Shares available under this Plan, Shares withheld by the Company to satisfy applicable tax withholding obligations pursuant to Section 10(e) of this Plan shall be deemed issued under this Plan.

(b)

~~The Certificate~~

Reversion of ~~Incorporation was originally filed with~~Shares. In the ~~Department of State on October 4, 1961.~~

	3.	Upon the filing of this Certificate of Amendment of the Certificate of Incorporation with the Department of State (the “Effective Time”), each fifteen (15) shares of the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediatelyevent that, prior to the ~~Effective Time~~date this Plan shall ~~automatically~~terminate in accordance with Section 8 hereof, any Award granted under this Plan expires unexercised or unvested or is terminated, surrendered or cancelled without the delivery of Shares, or any shares of Restricted Stock are forfeited back to the Company, then the Shares of subject to such Award may be ~~reclassified~~made available for subsequent Awards under the terms of this Plan.

5.	GRANT, TERMS AND CONDITIONS OF OPTIONS (a) In General. The Committee may grant Awards in the form of Options. Every Option shall be evidenced by an Option agreement in such form as the Committee shall approve from time to time, specifying the number of Shares that may be purchased pursuant to the Option, the time or times at which the Option shall become exercisable in whole or in part and ~~combined into~~such other terms and conditions as the Committee shall approve, and containing or incorporating by reference the terms and conditions set forth in this Section 5. (b) Duration. The duration of each Option shall be as specified by the Committee. (c) Exercise Price. The exercise price of each Option shall be any lawful consideration, as specified by the Committee in its discretion; provided, however, that the exercise price shall be at least one ~~(1) validly issued, fully paid~~hundred percent (100%) of the Fair Market Value of the Shares on the date on which the Committee awards the Option, which shall be considered the date of grant of the Option for purposes of fixing the price. For purposes of this Plan and ~~non-assessable~~except as may be otherwise explicitly provided in this Plan or in any Award agreement, the Fair Market Value of a share of Common Stock ~~without~~at any ~~further action~~particular date shall be determined according to the following rules: (i) If the Shares are not at the time listed or admitted to trading on any national securities exchange or the Nasdaq Stock Market ("Nasdaq") or any of the OTC Markets ("OTC Markets"), then Fair Market Value shall be determined in good faith by the ~~Corporation or~~Board, which may take into consideration (1) the ~~holder thereof, subject~~price paid for the Shares in the most recent trade of a substantial number of Shares known to the ~~treatment~~Board to have occurred at arm's length between willing and knowledgeable investors, (2) an appraisal by an independent party or (3) any other method of ~~fractional share interests as described below (the “Reverse Stock Split”). No fractional shares will be issued~~valuation undertaken in ~~connection with~~good faith by the ~~Reverse Stock Split and in lieu of issuing fractional shares, each holder of Common Stock who would otherwise have been entitled to a fraction of a share by reason~~Board, or some or all of the ~~Reverse Stock Split will be entitled~~above as the Board shall in its discretion elect; (ii) If the Shares of are at the time listed or admitted to ~~receive a cash payment, without interest, determined by multiplying (i)~~trading on any national securities exchange or NASDAQ, then Fair Market Value shall mean the ~~fractional share interest to which~~Closing Price for the ~~holder would otherwise be entitled, and (ii)~~Shares on such date. The "Closing Price" on any date shall mean the last sale price for the Shares, regular way, or, in case no such sale takes place on that day, the average of the closing bid and asked prices, regular way, for the Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the national securities exchange or Nasdaq; or (iii) If the Shares are at the time traded in the OTC Markets, the average of the ~~Common Stock (as adjusted to reflect the Reverse Stock Split)~~closing bid and asked prices, regular way, for the 60Shares, in either case as reported in the OTC Markets with respect to securities listed or admitted to trading ~~days ending~~in the OTC Markets. (d) Method of Exercise. Options may be exercised by delivery to the Company of a notice of exercise in a form, which may be electronic, approved by the Committee, together with payment in full in the manner specified in Section 5(f) of the exercise price for the number of Shares for which the Option is exercised. Shares subject to the Option will be delivered by the Company as soon as practicable following exercise and payment of the exercise price. If the Participant fails to pay for or to accept delivery of all or any part of the number of specified in the notice upon tender of delivery thereof, the right to exercise the Option with respect to those Shares shall be terminated, unless the Committee otherwise agrees. (e) Broker-Assisted Exercises. To the extent permitted by law, any 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 Committee of some or all of the Shares to which such exercise relates. In such case, the 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 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. (f) Payment.The Committee will determine the methods by which the exercise price of an Option may be paid, the form of payment and the methods by which Shares will be delivered or deemed to be delivered to Participants. As determined by the Committee, payment of the exercise price of an Option may be made, in whole or in part, in the form of: (1) cash or cash equivalents; (2) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the ~~trading day~~Fair Market Value of the Shares on the date the Option is exercised; (3) withholding of Shares from the Option based on the Fair Market Value of Shares on the date the Option is exercised; (4) broker-assisted or bank-assisted market sales; or (5) any other "cashless exercise" arrangement satisfactory to the Committee. (g) Vesting. An Option may be exercised so long as it is vested and outstanding from time to time, in whole or in part, in the manner and subject to the conditions that the Committee in its discretion may provide in the Option agreement. (h) Effect of Cessation of Employment or Service Relationship. The Committee shall determine in its discretion and specify in each Option agreement the effect, if any, of the termination of the Participant's employment or other service relationship upon the exercisability of the Option. (i) Transferability of Options. An Option shall not be assignable or transferable by the Participant except by will or by the laws of descent and distribution. During the life of the Participant, an Option shall be exercisable only by him, by a conservator or guardian duly appointed for him by reason of his incapacity or by the person appointed by the Participant in a durable power of attorney acceptable to the Company's counsel. Notwithstanding the preceding sentences of this Section 5(i), the Committee may in its discretion permit the Participant to transfer an Option to a member of the Immediate Family (as defined below) of the Participant, to a trust solely for the benefit of the Participant and the Participant's Immediate Family or to a partnership or limited liability company whose only partners or members are the Participant and members of the Participant's Immediate Family. "Immediate Family" shall mean, with respect to any Participant, the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include adoptive relationships. (j) No Rights as Stockholder. A Participant shall have no rights as a stockholder with respect to any Shares covered by an Option until becoming the record holder of the Shares. No adjustment shall be made for dividends or other rights for which the record date is earlier than the date the certificate is issued, other than as required or permitted pursuant to Section 7.

6.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND RSUS (a) Restricted Stock and RSUs. The Committee may grant Awards in the form of shares of Restricted Stock and/or RSUs (collectively, referred to as "Stock Awards"). Restrictions on Restricted Stock may include the right of the Company to repurchase all or part of the Shares at their issue price or other stated or formula price (or to require forfeiture of the Shares if issued at no cost) from the Participant in the event that conditions specified by the Committee in the applicable Award agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Committee for the Stock Award. (b) Form of Payment. RSUs shall be paid in Shares. (c) Procedures Relating to Stock Awards. A Restricted Stock agreement or RSU agreement shall evidence the applicable Award and shall contain such terms and conditions as the Committee shall provide. A holder of a Stock Award without restrictions or Restricted Stock shall, subject to the terms of any applicable agreement, have all of the rights of a stockholder of the Company, including the right to vote the Shares and (except as provided below) the right to receive any dividends. Certificates representing Restricted Stock shall be imprinted with a legend to the effect that the Shares represented may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of the applicable agreement. (If shares of Restricted Stock are held in book entry form, statements evidencing those shares shall include a similar legend.) The Participant shall be required to deposit any stock certificates with an escrow agent designated by the Committee, together with a stock power or other instrument of transfer appropriately endorsed in blank. With respect to such Shares, the Committee shall provide that dividends will not be paid with respect to unvested Restricted Stock until the time (if at all) the Restricted Stock vests, and the Company will retain such dividends and pay them to the Participant upon vesting. Except as otherwise provided in this Section 6, Restricted Stock shall become freely transferable by the Participant after all conditions and restrictions applicable to the Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations). (d) Additional Matters Relating to RSUs. (i) Each grant of RSUs shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the period established by the Committee and set forth in the RSU agreement (the "Deferral Period") of such conditions as the Committee may specify. (ii) Each grant of RSUs may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the date of grant. (iii) Each grant shall provide that the RSUs covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the date of grant, and any grant or sale may provide for the earlier termination of such Deferral Period in the event of a Change in Control of the Company or other similar transaction or event. For the purposes of this Plan, "Change in Control" shall mean a merger or consolidation in which securities constituting more than 50% of the total combined voting power of the Company's outstanding securities are transferred to a person or persons that do not own more than 50% of the combined voting power of the Company's securities immediately prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the Company's assets to a non-affiliate of the Company. (iv) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Shares issuable pursuant to the RSUs and shall not have any right to vote such Shares, but the Committee may on or after the date of grant, authorize the ~~Effective Time (or,~~payment of dividend or other distribution equivalents on such Shares in cash or additional Shares on a current, deferred or contingent basis. (v) Each grant of RSUs shall be evidenced by an agreement delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan. (vi) Each agreement underlying a Stock Award shall set forth the extent to which the Participant shall have the right to retain the Award following termination of the Participant's employment or other service relationship with the Company and the rights, if any, of the Participant upon a Change in Control, which may include, among other things, the acceleration of vesting of a Stock Award. Whether any such right shall apply to a particular Award shall be determined in the ~~event~~sole discretion of the ~~Common Stock is not traded on such date, such closing price on the next preceding day on which the Common Stock is traded).~~Committee.

7.	ADJUSTMENT AND CHANGES IN SHARES

~~Immediately prior to the Effective Time, there were [_____] issued and outstanding shares of Common Stock and immediately~~If, after the Effective ~~Time~~Date (as defined below), there ~~will be [_____] issued and outstanding~~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, or other similar corporate change affecting the Shares, the Board shall appropriately adjust the aggregate number of ~~Common Stock,~~Shares (including Shares underlying Options) available for Awards under this Plan or subject to outstanding Awards, and any other factors, limits or terms affecting any outstanding or subsequently issuable Awards as may be appropriate.

8.	EFFECTIVE DATE, DURATION OF PLAN AMENDMENT AND TERMINATION

This Plan shall become effective on the ~~cashing out~~date of ~~fractional shares described above. Immediately~~the adoption of this Plan by the Board (the "Effective Date"). This Plan shall automatically terminate on the tenth (10th) anniversary of this Plan's Effective Date. The Board may terminate, suspend or amend this Plan at any time without stockholder approval except to the extent that stockholder approval is required to satisfy applicable requirements imposed by (a) Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule or regulation; or (b) the rules of any exchange on or through which the Shares are then listed or traded. For the avoidance of doubt, this Plan shall be effective upon adoption by the Board, and shall be submitted to the stockholders of the Company for approval within twelve (12) months after adopted by Board. In the event that the stockholders of the Company shall not approve this Plan within such twelve (12) month period, this Plan shall terminate. If this Plan is terminated, as a result of not having been approved by stockholders during such 12-month period, automatic termination on the tenth (10) anniversary as provided in this Section 8 or pursuant to any other terms of this Plan, notwithstanding such termination, all Awards granted prior to the Effective Time, there were [_____] authorized and unissued shares of Common Stock and immediately after the Effective Time there will be [_____] authorized and unissued shares of Common Stock, subject to the cashing out of fractional shares described above. Immediately after the Effective Time, the total number of authorized shares of Common Stocksuch termination shall remain 75,000,000, the par value of the Common Stock shall remain $0.01 per share and the stated capital of the Corporation shall be reduced in proportion to the Reverse Stock Split, which as of [_____], 2018 would be reduced from $[_____] to $[_____].continue until they are terminated by their terms.

The foregoing amendments and this Certificate of Amendment of the Certificate of Incorporation were approved by the Corporation’s Board of Directors and authorized by the affirmative vote of the holders of a majority of outstanding shares entitled to vote thereon at a special meeting of the stockholders on the [__] day of [____], 2018.

APPLICABLE LAW AND REGISTRATION

The grant of Awards and the issuance of Shares (including Restricted Stock, Shares underlying Options, upon their exercise, and Shares issued in connection with RSUs) shall be subject to all applicable laws, rules and regulations and to such approvals of any governmental agencies or securities exchanges as may be required. Notwithstanding the foregoing, no Shares, Restricted Stock, RSUs or Options shall be issued under this Plan unless the Company is satisfied that such issuance will be in compliance with applicable federal and state securities laws. Shares issued under this Plan may be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any exchange on or through which the Shares are then listed or traded, or any applicable federal or state securities law. The Board may cause a legend or legends to be placed on any stock certificates issued under this Plan to make appropriate reference to restrictions within the scope of this Section 9 or other provisions of this Plan. To the extent not preempted by Federal law, this Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to the principles of conflicts of law.

~~[Signature Page Follows]~~

10.

MISCELLANEOUS

(a) Transferability of Awards. Except as otherwise provided herein, Awards shall not be 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 the Participant.

(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Committee shall determine. Each Award may contain terms and conditions in addition to those set forth in this Plan.

(c) No Guarantee of Employment or Continuation of Service Relationship. Neither this Plan nor any Award agreement shall give an employee or other service provider the right to continue in the employment of or to continue to provide services to the Company or a subsidiary, or give the Company or a subsidiary the right to require continued employment or services.

(d) Rounding Conventions. The Committee may, in its sole discretion and taking into account any requirements of the Code, including without limitation, as applicable, Sections 422 through 424 and 409A of the Code, determine the effect of vesting, stock dividend, and any other adjustments on shares and any cash amount payable hereunder, and may provide that no fractional shares will be issued (rounding up or down as determined by the Committee) and that cash amounts be rounded down to the nearest whole cent.

(e) Tax Withholding. To the extent required by law, the Company (or a subsidiary) shall withhold or cause to be withheld income and other taxes with respect to any income recognized by a Participant by reason of the exercise, vesting or settlement of an Award, and as a condition to the receipt of any Award the Participant shall agree that if the amount payable to him or her by the Company and any subsidiary in the ordinary course is insufficient to pay such taxes, then he or she shall upon the request of the Company pay to the Company an amount sufficient to satisfy its tax withholding obligations. Without limiting the foregoing, the Committee may in its discretion permit any Participant's withholding obligation to be paid in whole or in part in the form of Shares by withholding from the Shares to be issued or by accepting delivery from the Participant of Shares already owned by him or her. If payment of withholding taxes is made in whole or in part in Shares, the Participant shall deliver to the Company certificates registered in his or her name representing Shares legally and beneficially owned by him or her, fully vested and free of all liens, claims, and encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record holder of the shares represented by such certificates. If the Participant is subject to Section 16(a) of the Exchange Act, his or her ability to pay any withholding obligation in the form of Shares shall be subject to any additional restrictions as may be necessary to avoid any transaction that might give rise to liability under Section 16(b) of the Exchange Act.

~~IN WITNESS HEREOF~~~~, I~~

(f) Use of Proceeds. The proceeds from the ~~undersigned have made and signed this certificate as~~sale of Shares pursuant to Awards shall constitute general funds of the ~~[__] day~~Company.

(g) Awards to Non-United States Persons. Awards may be made to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in this Plan as the Committee considers necessary or advisable to achieve the purposes of ~~[____], 2018~~this Plan or to comply with applicable laws. The Board shall have the right to amend this Plan, consistent with its authority to amend this Plan as set forth in Section 8, to obtain favorable tax treatment for Participants, and ~~I affirm~~any such amendments shall be evidenced by an Appendix to this Plan. The Board may delegate this authority to the ~~statements contained~~Committee.

(h) Compliance with Section 409A. It is the intention of the Company that no payment or entitlement pursuant to this Plan will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Code. The Committee shall interpret and apply this Plan to that end, and shall not give effect to any provision therein ~~as true~~in a manner that reasonably could be expected to give rise to adverse tax consequences under ~~penalties of perjury.~~Section 409A.

	~~/s/ [___________]~~
	~~[____________]~~
	~~[____________]~~
	~~Mechanical Technology, Incorporated~~
	~~325 Washington Avenue Extension~~
	~~Albany, New York 12205~~

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED ~~JANUARY 17, 2018~~FEBRUARY 12, 2021

SPECIAL MEETING OF ~~STOCKHOLDERS~~SHAREHOLDERS OF

MECHANICAL TECHNOLOGY, INCORPORATED

~~[_______], 2018~~March 25, 2021
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~~material, statements and other eligible documents online, while reducing costs, clutter and~~
~~paper waste. Enroll today via www.amstock.com to enjoy online access.~~

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement, Proxy Card
are available at ~~http://www.astproxyportal.com/ast/[___]/~~[__________]

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

↓Please detach along perforated line and mail in the envelope provided↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~FOR~~"FOR" EACH OF THE FOLLOWING ~~PROPOSAL:~~PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

		FOR	AGAINST	ABSTAIN
1.	To ~~amend~~approve the ~~Company’s Certificate~~reincorporation of the Company in the State of Nevada pursuant to a merger with and into a wholly-owned subsidiary of the Company.	☐	☐	☐
2.	To approve an amendment to the Company's Articles (Certificate) of Incorporation to effect, in the discretion of the Board of Directors of the Company for the limited purposes provided, a ~~1-for-15~~ reverse stock ~~split.~~split of the Company's common stock at any time prior to the 2022 annual meeting of shareholders at a reverse split ratio in the range of between 1-for-2 and 1-for-10, which specific ratio will be determined by our Board of Directors.	¨ ☐	¨ ☐	¨ ☐
3.	To approve the adoption of the Company's 2021 Stock Incentive Plan.	☐	☐	☐

IF THIS PROXY CARD IS PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED THEREBY WILL BE VOTED. IF A CHOICE IS SPECIFIED BY THE ~~STOCKHOLDER,~~SHAREHOLDER, THE SHARES WILL BE VOTED ACCORDINGLY. IF NOT OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED BY THE PERSONS NAMED AS PROXIES IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS CONTAINED IN THE PROXY STATEMENT.

IN THEIR DISCRETION THE PERSONS NAMED AS PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER AND FURTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.


To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.		¨		☐

MARK ~~“X”~~"X" HERE IF YOU PLAN TO ATTEND THE MEETING.¨☐

Signature of ~~Stockholder~~
Shareholder

Date:

Signature of ~~Stockholder~~
Shareholder

Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporation name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

SPECIAL MEETING OF ~~STOCKHOLDERS~~SHAREHOLDERS PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby revokes any proxy heretofore given to vote such shares, and hereby ratifies and confirms all that said proxies may do by virtue hereof.

The undersigned hereby appoints ~~Frederick W. Jones and Matthew E. Lipman, or either of them,~~Michael Toporek as ~~proxies~~proxy to vote all the stock of the undersigned with all the powers which the undersigned would possess if personally present at the Special Meeting of the ~~Stockholders~~Shareholders of Mechanical Technology, Incorporated, to be held at ~~the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas,~~4 Pine West Plaza, Albany, New York ~~New York 10019,~~12205, on ~~[______], 2018~~March 25, 2021, at ~~[____]~~10:00 A.M. Eastern Time, or any adjournment thereof, as follows:

(Continued and to be signed on the reverse side.)

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

	(1)	Amount previously paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed: