UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.      )

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Filed by a Party other than the Registrant ☐

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☒ Preliminary proxy statement
☐ Definitive proxy statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Additional Materials
☐ Soliciting Material Under Rule 14a-12

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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED FEBRUARY 12, 2021

MECHANICAL TECHNOLOGY, INCORPORATED

325 WASHINGTON AVENUE EXTENSION

ALBANY, NEW YORK 12205

NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS

STOCKHOLDERS

To the ShareholdersStockholders of Mechanical Technology, Incorporated:

Notice is hereby givenNOTICE IS HEREBY GIVEN that a Specialthe 2021 Annual Meeting of ShareholdersStockholders (the "Annual Meeting") of Mechanical Technology, Incorporated, a New YorkNevada corporation (the "Company""Company"), will be held at 4 Pine West Plaza, Albany, New York 12205, on March 25,Wednesday, June 9, 2021, at 10:00 A.M. Eastern Timea.m. The Annual Meeting will be held completely virtually. You will be able to participate in the Annual Meeting as well as vote and submit your questions and examine our stockholder list during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MKTY2021 and entering the 16-digit control number included on your proxy card (the "Special Meeting""Proxy Card"). NotwithstandingAt the foregoing or anythingAnnual Meeting, stockholders will be asked to consider and act upon the following matters:

1.    To elect two directors to serve for a three-year term ending at the Company's annual meeting of stockholders to be held in 2024 and until each such director's successor is duly elected and qualified.

2.    To ratify the appointment of UHY LLP as the Company's registered independent public accounting firm for fiscal year 2021.

3.    To approve an amendment to the contrary contained herein, as a precaution dueCompany's Articles of Incorporation to increase the outbreakmaximum number of directors constituting 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"). The Special Meeting is being held for the following purposes:

Theentire Board of Directors of the Company unanimously approves and recommends that you vote "FOR" eachfrom nine to 10.

4.    To approve a non-binding advisory proposal to approve the compensation paid to the Company's named executive officers.

5.    To approve a non-binding advisory proposal on the frequency of the proposals.stockholder advisory vote on executive compensation.

6.    To transact such other business as may properly come before the meeting.

Please promptly complete, sign,The Board of Directors has fixed the close of business on April 14, 2021 as the record date for determining stockholders entitled to notice of, and return the enclosed proxy card in the accompanying reply envelopeentitled to assure that your shares are representedvote at, the Special Meeting. If you attendAnnual Meeting and any adjournments or postponements thereof. Only holders of record of the Special Meeting, you may vote in person, if you wish to do so, even if you have returned a proxy. Only shareholders of recordCompany's common stock at the close of business on February 17, 2021 arethat date will be entitled to notice of, and to vote at, the SpecialAnnual Meeting and at any adjournments or postponements thereof. A list

The Board of shareholders entitled toDirectors recommends that you vote at the Special Meeting will be available for inspection at our offices. The enclosed proxy is being solicited on behalfin favor of the Board of Directors. If you have any further questions concerningproposal for the Special Meeting or anyelection of the itemsnominees as directors of businessthe Company, the ratification of UHY LLP as our independent registered public accounting firm, the amendment to be presented, please contact Jessica L. Thomas, CFO at (518) 218-2511.

the Company's Articles of Incorporation, and the non-binding advisory proposal on executive compensation, and vote for the holding of advisory votes on executive officer compensation every year.

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Your voteIt is important. important that your shares are represented and voted at the Annual Meeting.Whether or not you intend to be present (virtually) at the Special Meeting,meeting, please mark, sign, and date the enclosed proxy and return it in the enclosed envelope to assure thatvote your shares are representedaccording to the instructions on the accompanying Proxy Card. The proxy is revocable and will not be used if you attend and vote at the Special Meeting. If you attendAnnual Meeting and vote "in person" at the Special Meeting, you may vote in person if you wish to do so, even if you have previously submittedmeeting or otherwise provide notice of your proxy.revocation.

Important Notice Regarding the Availability of Proxy Materials for the SpecialStockholder Meeting of Shareholders to Be Held on March 25,June 9, 2021: The proxy statement isand annual report to stockholders are available atat:

www.proxyvote.com

https://www.mthvac.com/

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TABLE OF CONTENTS

iii

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED FEBRUARY 12, 2021

MECHANICAL TECHNOLOGY, INCORPORATED

325 WASHINGTON AVENUE EXTENSION

ALBANY, NEW YORK 12205

PROXY STATEMENT

In this Proxy Statement, Mechanical Technology, Incorporated, a New York corporation, is referred to as "MKTY," the "Company," "we," "us" and "our."

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why are these proxy materials being made available?

This proxy statement ("Proxy Statement") is furnished to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors (the "Board") of Mechanical Technology, Incorporated, a Nevada corporation (referred to in this Proxy Statement as the "Company," "we," "us," or "MTI"), to be voted at the 2021 Annual Meeting of Stockholders of the Company (the "Board""Annual Meeting") of proxies for use at the Special Meeting of Shareholders (the "Special Meeting") scheduled to be held on March 25, 2021Wednesday, June 9, 2020 at 10:00 A.M. Eastern Time, at 4 Pine West Plaza, Albany, New York 12205,a.m., local time. This Proxy Statement and at any and all adjournments or postponements thereof. Notwithstanding the foregoing or anythingform of proxy relating to the contrary contained herein, as a precaution dueAnnual Meeting are first being made available to the outbreak of the coronavirus (COVID-19), the Company is planning for the possibility that there may be limitationsstockholders 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").about May 18, 2021.

What is the purpose of the Special Meeting?

Shareholders of the Company are being asked to considerRecord Date and vote upon the following proposals at the Special Meeting:

1.     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 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

3.     to approve the adoption of the Company's 2021 Stock Incentive Plan.

Voting Securities

The accompanying Notice of SpecialAnnual Meeting, of Shareholders, proxy cardProxy Statement and this proxy statementProxy Card are first being mailed to stockholders of the Company shareholders on or about [_____], 2021.

Who can vote atMay 25, 2021 in connection with the Special Meeting?

solicitation of proxies for the Annual Meeting. The Board has fixed February 17,the close of business on April 14, 2021 as the date of record date(the "Record Date") for the Special Meeting (the "Record Date"). Shareholdersdetermination of record asstockholders entitled to notice of, the Record Date areand entitled to vote at, the Special MeetingAnnual Meeting. Only holders of record of our common stock, par value $0.001 per share ("Common Stock"), at the close of business on the Record Date will be entitled to notice of, and any postponements or adjournments thereof. Onto vote at, the Annual Meeting. As of the Record Date, there were [______]9,889,762 shares of Common Stock outstanding.outstanding and entitled to vote at the Annual Meeting. 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 shareholdersstockholders at the SpecialAnnual Meeting.

Proxies; Voting of Proxies

How do I vote?

The Board is soliciting proxies for use at the Annual Meeting, and such proxy will not be voted at any other meeting. Michael Toporek is the person selected by the Board to serve as proxy with respect to the Annual Meeting. Mr. Toporek is the Chief Executive Officer of the Company.

Your vote is important. WhetherIf you are a stockholder of record, whether or not you plan to attend the SpecialAnnual Meeting via the live webcast, we urge you to vote over the Internet, by telephone, or by mailingsubmit your proxy to ensure that your vote is counted. You may still attendview the Speciallive webcast of the Annual Meeting and vote in person even if you have already voted by proxy.

Shareholder You may vote in one of Record: Shares Registeredthe following ways:

• Vote electronically at the Annual Meeting by attending the live webcast at www.virtualshareholdermeeting.com/MKTY2021 and follow the instructions on how to vote electronically.

• Vote online by going to www.proxyvote.com and follow the instructions provided.

• Vote by phone by calling 1-800-690-6903 and follow the recorded instructions.

• Vote by mail by voting, signing, and timely mailing your proxy card.

The shares represented by each proxy will be voted in Your Name

accordance with the directions specified thereby. If you return a properly executed proxy card but do not fill out the voting instructions on the Record Date, your shares were registered directly in your name with our transfer agent, thenproxy card or if 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 overindicate when voting on the Internet or over the telephone that you wish to vote as recommended by the Board, the shares represented by your proxy, assuming it is not properly revoked pursuant to the instructions below, will be voted by the person named as proxy in accordance with the recommendations of the Board contained in this Proxy Statement.

The Board knows of no matters to be presented at the Annual Meeting other than those described in this Proxy Statement. In the event that other business properly comes before the meeting, the person named as proxy will have discretionary authority to vote the shares represented by any properly provided proxy in accordance with his own judgment.

Revocation of Proxies

Each stockholder giving a proxy has the power to revoke it at any time before the shares represented by that proxy are voted. A proxy may be revoked, prior to its exercise, by (i) executing and delivering a later-dated proxy via the Internet, via telephone, or by filling out and returningmail; (ii) delivering written notice of revocations of the proxy card provided.to our Secretary prior to the Annual Meeting; or (iii) logging on to the live webcast of the Annual Meeting and voting as directed at the Annual Meeting. Please note that a stockholder's attendance at the live webcast of the Annual Meeting will not, by itself, revoke such stockholder's proxy.

If you are a shareholderSubject to the terms and conditions set forth herein, all proxies received by us will be effective, notwithstanding any transfer of record, you may:

• vote by proxy-to vote using the printed proxy card that is providedshares to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy cardwhich such proxies relate, unless at or prior to us before the Annual Meeting we will votereceive a written notice of revocation signed by the person who, as of the Record Date, was the registered holder of such shares. The notice of revocation must indicate the certificate number(s) and number of shares to which such revocation relates and the aggregate number of shares represented by such certificate(s).

  If your shares are held in "street name," as discussed below under the heading "Beneficial Owner: Shares Registered in the Name of Broker, Bank, or other Nominee," you instruct;

• vote by Internet-gomust contact your broker, bank, or other nominee to [______] to complete an electronic proxy card. You will be asked to provide the control number from your Notice. Your vote must be received by 11:59 p.m. Eastern Time on March 24, 2021 to be counted; orrevoke any prior voting instructions.

• vote via telephone-dial toll-free [__________] using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. Your vote must be received by 11:59 p.m. Eastern Time on March 24, 2021 to be counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank, or other Nominee

Many shares of Common Stock are held in "street name," meaning that a Brokerdepository, broker-dealer, or Nominee

other financial institution holds the shares in its name, but such shares are beneficially owned by another person. If your shares of Common Stock are held in street name as of the Record Date, you should receive instructions from the holder of record that you must follow in order for you to specify how your shares will be voted at the Annual meeting; alternatively, you can use the voting information form provided by Broadridge to instruct your record owner on how to vote your shares. Generally, a street name holder that is a broker must receive direction from the beneficial owner of the shares to vote on issues other than certain limited routine, uncontested matters, such as the ratification of auditors. In the case of non-routine or contested items, the brokerage institution holding street name shares cannot vote the shares if it has not received voting instructions from the beneficial holder thereof. A broker "non-vote" occurs when a proxy is received from a broker but the shares represented by such proxy are not voted on a particular matter because the broker has not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the broker does not have discretionary power to vote the shares.

If your shares are held of record by a person or institution other than a broker, whether such nominee can exercise discretionary authority to vote your shares on any matter at the Annual Meeting in the absence of instructions from you will depend on your individual arrangement with that nominee record holder, in particular, whether you have granted such record holder discretionary authority to vote your shares. In the absence of an arrangement with your record holder granting such discretionary authority, your record holder nominee will not have discretionary authority to vote your shares on any matter at the Annual Meeting in the absence of specific voting instructions from you.

If, as of the Record Date, your shares of Common Stock were held in an account at a brokerage firm,broker, bank, dealer, or other similar organization,nominee, then you are the beneficial owner of shares held in "street name" and the Notice isproxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholderstockholder of record for purposes of voting at the annual meeting.record. As a beneficial owner, you have the right tomay direct your broker, bank, or other agent onnominee 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 sharesaccount or "vote" (provide instructions) online at the meeting unless you request and obtain a valid proxy fromAnnual Meeting using the 16-digit control number included on your brokervoting instruction form or other agent.

Whatotherwise provided by the organization that is the recommendationrecord holder of the Board on each of the proposals scheduled to be voted on at the Special Meeting?

The Board recommends that you vote:

• FOR the approval to reincorporate the Company from the State of New York to the State of Nevada (Proposal No. 1);

• FOR the approval to amend the Company's Articles (Certificate) of Incorporation to effect, in the discretion of the Board, a reverse stock 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 (Proposal No. 2);

• FOR the approval of the adoption of the Company's 2021 Stock Incentive Plan (Proposal No. 3).

your shares.

What is the quorum requirement for the Special Meeting?

Quorum and Method of Tabulation

The presence, in person or by proxy, of thirty-three and one-third percent (33holders of 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 SpecialAnnual Meeting. A quorum being present, the affirmative vote of a plurality of the votes cast is necessary to elect the nominees as directors of MTI, as set forth in Proposal No. 1. In other words, the nominees to receive the greatest number of votes cast, up to the number of nominees up for election, will be elected.

Assuming a quorum is present, Proposal 2 (ratification of the registered independent public accounting firm) and Proposal 4 (non-binding advisory vote on executive compensation) will be approved by our stockholders if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal.

Assuming a quorum is present, Proposal 3 (amendment to the Articles of Incorporation to increase the maximum number of directors constituting the entire Board of Directors of the Company from nine to 10) will be approved if stockholders holding at least a majority of the outstanding shares of Common Stock as of the Record Date approve the proposal.

With respect to Proposal 5, the frequency (one year, two years, or three years) that receives the highest number of votes cast by our stockholders will be deemed the frequency preferred by the stockholders. When voting or providing their proxy, stockholders will have the opportunity to choose among four options (holding the vote on executive compensation every one, two, or three years, or abstaining) and, therefore, stockholders will not be voting for or against this proposal.

One or more inspectors of election appointed for the meeting will tabulate the votes cast in person or by proxy at the Annual Meeting, and will determine whether or any adjournment or postponement thereof. Shares represented by proxies which contain an abstentionnot a quorum is present. The inspectors of election will treat abstentions as shares that are present and "broker non-vote" shares (described below) are counted as presententitled to vote for purposes of determining the presence of a quorum, but as not cast 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 inspectorspurposes of election appointed by the Chief Executive Officer.

What isdetermining the vote required for each proposal?

Vote Requiredon any matter submitted to Approvestockholders. As abstentions are not included in calculating votes cast with respect to any proposal, abstentions will have no effect on the Reincorporation Merger (Proposal No. 1). The Company's Amended and Restated Bylaws (the "Bylaws") provide that, on all matters (other thanoutcome of the election of directors and exceptor any other proposal submitted to stockholders at the extent otherwise required by the Company's Certificate of Incorporation,Annual Meeting.

If a broker submits a proxy indicating that it does not have discretionary authority as amended (the "Certificate of Incorporation"), or applicable New York law), the majorityto certain shares to vote of shareholders present in person or by proxy and voting either affirmatively or negativelyon a particular matter, those shares 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'streated as 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 Datethat are present and entitled to vote for purposes of determining quorum, but as not cast for purposes of determining the vote on such matter submitted to the stockholders for a vote. As a result, broker non-votes will have no effect on the matter will be required to approve the Reincorporation Merger.

Vote Required to Approve the Amendment to the Articles (Certificate)outcome of 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 or on Proposals 2, 3, 4, or 5.

Format of and exceptAdmission to the extent otherwise required by our CertificateAnnual Meeting

This year, primarily in light of Incorporation or applicable New York law), the majority votecontinued public health impact of shareholders presentthe COVID-19 pandemic, we will hold the Annual Meeting in person or by proxy and voting either affirmatively or negativelya virtual-only format, which will be required for approval. Section 803(a)conducted over the internet via live webcast. In addition, we may continue to hold our annual meetings using a virtual-only format in future years, even after the pandemic, as we believe that a virtual format is more environmentally-friendly, allows greater stockholder participation, and decreases the costs of holding the NYBSC providesannual meeting. We intend to hold our virtual annual meetings in a manner that affords stockholders the vote of a majority of all outstanding shares entitledsame general rights and opportunities 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.

Vote Required to Approve the 2021 Plan (Proposal No. 3). Our Bylaws provide that, on all matters (other than the election of directors and exceptparticipate, to the greatest 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. Accordingly, the affirmative vote of a majority of the shares of Common Stock present in person or by proxypossible, as they would have at the Specialan in-person meeting. 

The Annual Meeting will be required for approval ofheld live via the Internet on Wednesday, June 9, 2021 Plan.

What are "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 (ii) the broker lacked discretionary authority to vote the shares. These unvoted shares are considered "broker non-votes" with respect to such matters. Broker non-votes are counted for purposes of determining whether a quorum is present. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your sharesat 10:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/MKTY2021. You will not be authorizedable to vote onattend the approvalmeeting in person. Participation in and attendance at the Annual Meeting is limited to our stockholders of record as of the close of business on April 14, 2021, Plan (Proposal No. 3).

Approval of the reincorporation of the Company from the 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 No. 2) are both considered to be a routine matters and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares in your account for either Proposal No. 1 or Proposal No. 2, brokers will be permitted to exercise their discretionary authority to votepersons holding valid proxies for the approval of such proposals, as applicable. Accordingly,Annual Meeting. Online access will begin at 9:45 a.m. Eastern Time, on June 9, 2021, and we encourage you to provide voting instructionsaccess the Annual Meeting prior to the start time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/MKTY2021, you must enter the 16-digit control number included on your broker, whetherproxy card or, notfor beneficial owners of shares held in "street name" as discussed above the heading "Beneficial Owner: Shares Registered in the Name of Broker, Bank, or other Nominee," on your voter information form. If you plan to attendencounter difficulties accessing the Special Meeting. 

virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/MKTY2021.

How can I change my vote after submitting my proxy?

A shareholder who has givenStockholders will be able to submit questions via the online platform during a proxyportion of the Annual Meeting. You may revoke itsubmit questions by signing into the virtual meeting platform at anywww.virtualshareholdermeeting.com/MKTY2021 , typing a question into the "Ask a Question" field, and clicking "submit." Only questions that are pertinent to meeting matters will be answered during the Annual Meeting, subject to time before it is exercised atconstraints. Questions regarding personal matters or matters not relevant to the meeting by:

• delivering to 325 Washington Avenue Extension, Albany, NY 12203 a written notice stating that the proxy is revoked;

• signing and delivering a proxy bearing a later date;

• voting again over the Internet or by telephone; or

• attending the SpecialAnnual Meeting (although attendance at the meeting will not, by itself, revoke a proxy).

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.

Are Shareholders entitled to any dissenter's rights?

Shareholders will not be entitledanswered. If we receive substantially similar questions, we will group them together to dissenter's rights with respectavoid repetition. If there are questions pertinent to any mattermeeting matters that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at https://www.mechtech.com/investors/. The questions and answers will be considered atavailable as soon as practicable after the SpecialAnnual Meeting.

Householding of Annual Meeting Materials

DeliverySome banks, brokers and other nominee record holders may be participating in the practice of Documents to Shareholders Sharing an Address

We will send"householding" proxy statements and annual reports. This means that only one setcopy of Special Meeting materials and other corporate mailingsour Proxy Statement or annual report to shareholdersstockholders may have been sent to multiple stockholders who share a singlean address unless we have received contrary instructions fromto the contrary. We will promptly deliver a separate copy of either document to any shareholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, the Company will deliver promptlystockholder 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. Yourequest. Requests may make such a request (i)be made by mail to: Mechanical Technology, Incorporated, ATTN: Investor Relations Department, 325 Washington Avenue Extension, Albany, New York 12205, (ii)12205; by e-mail: contact@mechtech.com; or by telephone: (518) 218-2550. Any stockholder who would like to receive separate copies of 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.

Proxy Solicitation Expense

We do not anticipate engaging a paid proxy solicitor to contact@mechtech.comassist with the solicitation of proxies for the Annual Meeting. Our directors, officers, and employees, without receiving any additional compensation, may solicit proxies personally or (iii) by telephone, facsimile, or email. The Company will pay all costs and expenses incurred in the solicitation of proxies for the Annual Meeting. We will also reimburse banks, brokers, and other nominees for reasonable expenses incurred in forwarding proxy materials to (518) 218-2565.their customers or principals who are the beneficial owners of shares of Common Stock held in street name.

PROPOSAL No. 1

ELECTION OF DIRECTORS

We currently have eight directors on the Board. At the Annual Meeting, two directors are to be elected to hold office until the expiration of their term and until a qualified successor shall be elected and qualified. The directors serve staggered three-year terms.

Listed below are the directors nominated for election at the Annual Meeting.

The Board has nominated Edward R. Hirshfield and William P. Phelan to each serve a three-year term, expiring at the 2024 annual meeting of stockholders. Edward R. Hirshfield and William P. Phelan are each completing their final year of their three-year term, expiring at the Annual Meeting.

All of our directors bring to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations. The process undertaken by the Governance and Nominating Committee in recommending qualified director candidates is described below under "Board of Directors Meetings and Committees - Governance and Nominating Committee." Certain individual qualifications and skills of our directors that contribute to the Board's effectiveness as a whole are described under "Information about Our Directors."

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR ALL" OF THE  NOMINEES LISTED ABOVE AS DIRECTORS OF THE COMPANY.

Information about Our Directors

Set forth below is certain information regarding the directors of the Company, including the nominees for election at the Annual Meeting.

If multiple shareholders sharing an address have received one copyThe Board has determined that Messrs. Hazelip, Hirshfield, Madhavji, Marusak, Michaels, and Phelan are "independent directors," as defined by the rules and listing standards of The Nasdaq Stock Market LLC. In making this determination, the Board considered the transactions and relationships disclosed under "Certain Relationships and Related Transactions" below.

Edward R. Hirshfield has served as a member of the Special Meeting materials or any other corporate mailingCompany's Board of Directors (the "Board") since October 2016. He has also served as a Director of our subsidiary, MTI Instruments, Inc., since October 2016 and would preferof our subsidiary, EcoChain, Inc. ("EcoChain"), since its incorporation in January 2020. Since 2018, Mr. Hirshfield has served as Managing Director in the Companyrestructuring group at B. Riley FBR, Inc., a leading financial services provider, where he advises stressed and distressed companies and their constituencies. From 2015 until 2018, Mr. Hirshfield served as a partner at Steppingstone Group, LLC, a special situations private equity fund located in New York. Mr. Hirshfield's responsibilities in this role included business development activities, conducting extensive credit analysis on target companies, as well as portfolio management. Mr. Hirshfield began his career as a loan officer at CIT Group Inc. and then became a restructuring advisor at a boutique investment bank, CDG Group. In 2003, Mr. Hirshfield moved over to mail each shareholderthe buy side and joined Longacre Fund Management, LLC, a separate copy$2.5 billion distressed debt fund. Mr. Hirshfield continued as a distressed investor at Del Mar Asset Management, LP, Ramius LLC, and most recently CRG, LLC from 2012 through 2014. At CRG, LLC, Mr. Hirshfield was responsible for identifying and managing investments in distressed situations and conducting extensive research on potential investments. Mr. Hirshfield has a B.S. in Applied Mathematics from Union College and an M.B.A. from Fordham University Graduate School of future mailings, you may send notificationBusiness. Mr. Hirshfield brings over 20 years of experience understanding and analyzing public and private companies. He has an expertise in providing operational and investment recommendations as well as providing extensive valuation and credit analysis, which the Board believes qualifies him to or call the Company's principal executive offices. Additionally, if current shareholders withserve as 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.

director.

PROPOSAL TO APPROVE THEWilliam P. Phelan

REINCORPORATION MERGER

(Proposal No. 1)

Overview

Our Board has unanimously approved the reincorporationserved as a member of the CompanyBoard since December 2004. He also served as interim Chief Executive Officer and President of EcoChain from March 2020 to November 2020, and as interim Vice President of EcoChain from November 2020 to March 2021. Mr. Phelan is the co-founder and Chief Executive Officer of Bright Hub, Inc., a software company founded in Nevada pursuant2005 that focuses on the development of online software for commerce. In May 1999, Mr. Phelan founded OneMade, Inc., an electronic commerce marketplace technology systems and tools provider. Mr. Phelan served as Chief Executive Officer of OneMade, Inc. from May 1999 to May 2004, including for a year after it was sold to, and remained a subsidiary of, America Online. Mr. Phelan serves on the termsBoard of Trustees and is a Finance Committee member and an Investment Committee Chair for Capital District Physician's Health Plan, Inc. Mr. Phelan also serves on the Board of Trustees and Chairman of the Agreement and Plan of Merger (the "Merger Agreement"), a form of which is attached as Appendix A, entered into by and between the Company and a wholly-owned subsidiaryAudit Committee of the Paradigm Mutual Fund Family. He has also held numerous executive positions at Fleet Equity Partners, Cowen & Company, organized under the lawsFirst Albany Corporation, and UHY Advisors, Inc., formerly Urbach Kahn & Werlin, PC. Mr. Phelan has a B.A. in Accounting and Finance from Siena College and an M.S. in Taxation from City College of the State of Nevada for purposes of effecting the Reincorporation Merger. For the reasons discussed below, the Board 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 as "MKTY-NY" and "MKTY-NV," respectively.

The Merger Agreement provides for a tax-free reorganization pursuant to the provisions of Section 368 of the Internal Revenue Code (the "Code"), whereby we will be merged with and into MKTY-NV, our separate existence as a New York, corporation shall cease, and MKTY-NV shall continueis a Certified Public Accountant. Mr. Phelan contributes leadership, capital markets experience, and strategic insight as the surviving corporation of the Reincorporation Merger governed by the laws of the State of Nevada. The Merger Agreement provides that each share of our Common Stock outstandingwell 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 benefit the Company and its shareholders. 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 authorityinnovation in technology to the Board, which the Board believes qualifies him to effect the Reverse Stock Split. Our Board of Directors, however, 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 shareholders vote to grant our Board discretionary authority to effect the Reverse Stock Split, we expect to consummate the Reincorporation Merger prior to effecting the Reverse Stock Split, if at all.serve as a director.

We believe that reincorporation in Nevada will give usMatthew E. Lipman has served as a greater measure of flexibility and 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 onemember of the most comprehensive and progressive state corporate statutes. By reincorporating the Company in Nevada, the Company (through its successor, MKTY-NV) will be better suited to take advantageBoard since October 2016. Since 2004, Mr. Lipman has served as Managing Director 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.

Principal Features of the Reincorporation Merger

The Reincorporation Merger will be effected by the merger of MKTY-NY with and into MKTY-NV pursuant to the Merger Agreement. MKTY-NV isBrookstone Partners, 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 documentslower middle market private equity firm based in New York and Nevada, whichan affiliate of Brookstone Partners Acquisition XXIV, LLC ("Brookstone XXIV"). Mr. Lipman's responsibilities at Brookstone Partners include identifying and evaluating investment opportunities, performing transaction due diligence, managing the capital structure of portfolio companies, and working with management teams to implement operational and growth strategies. In addition, Mr. Lipman is expectedresponsible for executing add-on acquisitions and other portfolio company-related strategic projects. From July 2001 through June 2004, Mr. Lipman was an analyst in the mergers and acquisitions group at UBS Financial Services Inc., responsible for formulating and executing on complex merger, acquisition, and financing strategies for Fortune 500 companies in the industrial, consumer products, and healthcare sectors. Mr. Lipman currently serves on the Board of Directors of Instone, LLC, Denison Pharmaceuticals, LLC, Virginia Abrasives Corporation, and Capstone Therapeutics Corp. Mr. Lipman has a B.S. in Business Administration from Babson College. Mr. Lipman brings over 18 years of experience working with companies to occurestablish growth strategies and execute acquisitions, is proficient in reading and understanding financial statements, generally accepted accounting principles, and internal controls 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 approvala direct result of the Reincorporation Mergerhis investment experience evaluating companies for potential investments and the Merger Agreement. The discussion belowmanagement of financial reporting and capital structure for three portfolio companies, as well as relevant experience in serving on other boards of directors, which the Board believes qualifies him to serve as a director. As part of our sale of 3,750,000 shares of our common stock, par value $0.001 per share ("Common Stock"), to Brookstone XXIV in October 2016, Brookstone XXIV has two designated directors that sit on the Board; Mr. Lipman is qualifiedone such director.

Alykhan Madhavji was appointed to the Board on February 24, 2021. Mr. Madhavji has served as Managing Partner of Blockchain Founders Fund, a seed and early-stage investment fund that focuses on adding value to emerging technology and blockchain projects with real-world applications, since 2018. Prior to that, Mr. Madhavji served as a Senior Associate at PwC in its entirety by reference to the Merger Agreement,assurance and by the applicable provisions of New York law and Nevada law.

On effectiveness of the Reincorporation Merger:

• Each outstanding share of MKTY-NY Common Stock will be converted into one share of MKTY-NV common stock on the same terms;
  

• Each outstanding share of MKTY-NY Common Stock held by a MKTY-NY shareholder will be retired and canceled and will resume the status of authorized and unissued MKTY-NY stock; and
  

• Each outstanding option to purchase shares of MKTY-NY Common Stock will be deemed to be an option to purchase the same number of shares of MKTY-NV common stock, with no change in the exercise price or other terms or provisions of the option.

Following the Reincorporation Merger, stock certificates previously representing our Common Stock may be delivered in effecting salesconsulting division from 2012 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.

The Reincorporation Merger will not cause a change in our name, which will remain "Mechanical Technology, Incorporated." The Reincorporation Merger2015. He has 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 shares of MKTY-NV common stock, at the same price per share, upon the same terms and subject to the same conditions as before the Reincorporation Merger. Shareholders should note that approval of the 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 in existence at the time of the Reincorporation Merger also will be continued by MKTY-NV upon the terms and subject to the 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 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 Reincorporation Merger.

Securities Act Consequences

The shares of MKTY-NV common stock to be issued upon conversion of shares of MKTY-NY Common Stock in the Reincorporation Merger are not being registered under the Securities Act of 1933, as amended (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 a corporation does not involve the sale of securities for purposes of the 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 OTC Markets Group quotation system ("OTC Markets"), and MKTY-NV will file periodic reports and other documents with the SEC and provide to its shareholders the same types of information that MKTY-NY has previously filed and provided.

Holders of shares of MKTY-NY Common Stock that are freely tradable before the Reincorporation Merger will continue to have freely tradable shares of MKTY-NV common stock. Shareholders holding so-called restricted shares of MKTY-NY Common Stock will have shares of MKTY-NV common stock that are subject to the same restrictions on transfer as 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 date they acquired their shares of common stock of MKTY-NY.

Material U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax consequences of the Reincorporation Merger that are applicable to youserved as a shareholder. It is based on the Code, applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all as of the date of this proxy statement and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local or foreign tax consequences of the 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 United States or entity that is not organized under the laws of the United States or political subdivision thereof; a 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 time of the Reincorporation Merger; or an entity taxable as a partnership for U.S. federal income tax purposes. The Company will not request an advance ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the Reincorporation Merger or any related transaction. The Internal Revenue Service could adopt positions contrary to those discussed below and such positions could be sustained. Shareholders are urged to consult with their tax advisors and financial planners as to the 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.

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

• Neither MKTY-NY nor MKTY-NV will recognize any gain or loss from the Reincorporation Merger;
  

• A MKTY-NY shareholder will not recognize any gain or loss as a result of the receipt of MKTY-NV shares in exchange for such shareholder's MKTY-NY shares in the Reincorporation Merger;
  

• A MKTY-NY shareholder's aggregate tax basis in the MKTY-NV shares received in the Reincorporation Merger will equal such shareholder's aggregate tax basis in the MKTY-NY shares held immediately before the Reincorporation Merger; and
  

• A MKTY-NY shareholder's tax holding period for MKTY-NV shares received in the Reincorporation Merger will include the period during which such shareholder held MKTY-NY shares.

Accounting Treatment

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.

Regulatory Approval

Prior to 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, we must first notify FINRA of the intended Reincorporation Merger 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 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.

Dissenters' Rights

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

Material Terms of the Merger Agreement

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.

General

The Merger Agreement provides that, subject to the approval and adoption of the Merger Agreement by the shareholders of MKTY-NY and the authoritymember of the Board of Directors of MKTY-NYCryptoStar Corp., a Canadian publicly-listed cryptocurrency producer, since August 2020. Mr. Madhavji has served on various advisory boards including the University of Toronto's Governing Council, which manages a $2.5 billion budget. Mr. Madhavji consults leading organizations, including the United Nations (the "UN"), on emerging technologies including Blockchain and how technology can help these organizations to abandonachieve the Reincorporation Merger:

• MKTY-NY will merge withUN's Sustainable Development Goals.  Mr. Madhavji is a Limited Partner at Loyal VC, a global venture capital fund focusing on early-stage investing, and Draper Goren Holm, a Fintech Venture Studio focused on investing in early-stage blockchain startups, a Senior Blockchain Fellow at INSEAD, a non-profit, private university in France, in which he supports the institution on being at the forefront of global digital transformation, and is recognized as a "Blockchain 100" Global Leader by Lattice80. He is an internationally acclaimed author, having published three books, and a frequent columnist for leading blockchain publications. He holds a Bachelor of Commerce from the University of Toronto, a Master of Business Administration from INSEAD, earned in 2017, and a Master of Global Affairs, as a Schwarzman Scholar, from Tsinghua University, earned in 2018. Mr. Madhavji has deep expertise in emerging technologies and blockchain start-ups which the Board believes, particularly in light of the Company's entry into MKTY-NV;the cryptocurrency mining sector in 2020, qualifies him to serve as a director.

  
  

  David C. Michaels has served as our Chairman of the Board since January 2017 and
  

• MKTY-NY will cease to exist and MKTY-NV will continue as a member of the Board since August 2013. Mr. Michaels served as the surviving corporation.

As a result of, and asChief Financial Officer of the effective timeAmerican Institute for Economic Research, Inc., an internationally-recognized economics research and education organization, from October 2008 until his retirement in May 2018. Prior to that, Mr. Michaels served as Chief Financial Officer at Starfire Systems, Inc. from December 2006 to September 2008. Mr. Michaels worked at Albany International Corp. from March 1987 to December 2006 as Vice President, Treasury and Tax, and Chief Risk Officer. Mr. Michaels also worked at Veeco Instruments from May 1979 to March 1987 in various roles including Controller and Tax Manager. Mr. Michaels is a member of the Reincorporation Merger, MKTY-NV will succeed toBoard of Directors and assume all rights and obligations of MKTY-NY, in accordance with Nevada law.

Effective Time

The Merger Agreement provides that, subject to the approvalChair of the shareholdersAudit Committee 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 provisionsIverson Genetic Diagnostics, Inc. Mr. Michaels also serves as a member of the New York Business Corporation Laws ("NYBCL")Board of Governors and the NRS, with the New York State Department of State and the Secretary of StateTreasurer of the StateCountry Club of Nevada, respectively. We expect to effectTroy. Mr. Michaels has a Bachelor of Science degree with dual majors in Accounting and Finance and a minor in Economics from the Reincorporation Merger as soon as practicable following shareholder approvalUniversity at Albany and completed graduate-level coursework at the C.W. Post campus of Long Island University. Mr. Michaels also completed the proposal, regardlessLeadership Institute Program at the Lally School of whether our shareholders also approve the proposal to grant discretionary authorityManagement & Technology at Rensselaer Polytechnic Institute. Mr. Michaels contributes more than 30 years of international financial and operating experience in a wide variety of roles in both public and private organizations to the Board, which the Board believes qualifies him 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, we expect to consummate the Reincorporation Merger prior to effecting the Reverse Stock Split, if at all.serve as a director.

Merger Consideration

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 priorWilliam Hazelip was appointed to the Reincorporation Merger will ceaseBoard on February 23, 2021. Since 2015, he has served as Vice President of National Grid PLC, a multinational electricity and gas utility company headquartered in London, England. He has also served as National Grid PLC's President, Global Transmission (US) since 2017 and President of Strategic Growth for National Grid Ventures since August 2019, developing new business opportunities in electric transmission, energy storage, and renewable energy. Prior to have any rights with respect to such certificate, exceptjoining National Grid, PLC, he was the right to receive sharesManaging Director, Business Development at Duke Energy Corporation and the President of MKTY-NV common stock.

Treatment of Stock Options

UnderPath 15 Transmission, an independent electric transmission company in California, where he led 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.

Directors and Officers

The Merger Agreement provides thatacquisition for Duke Energy Corporation. Mr. Hazelip also has extensive experience serving on the board of directors of MKTY-NV from and after the Reincorporation Merger will consistcompanies. He currently serves as member of the board of directors of MKTY-NY immediately priorMillennium Pipeline Corporation, a multi-billion dollar natural gas pipeline company, the Vice-Chairman of the board of directors of New York Transco, a growing electric transmission company, and a board of directors representative of Clean Energy Generation, a renewable energy and battery energy storage joint venture with NextEra Energy Resources. Mr. Hazelip began his career as an Area Director for CWL Investments, LLC, a Michigan investor group that owns and operates restaurant franchises including Jimmy John's Gourmet Sandwich Shops. Mr. Hazelip earned a Bachelor of Arts from Emory University, Atlanta, GA, and an International Master of Business Administration (IMBA) from the Darla Moore School of Business at the University of South Carolina. Mr. Hazelip is an accomplished leader in the energy industry, with deep experience in utility project development, financing, regulation, and operations, which the Board believes, particularly in light of the Company's involvement with the renewable energy sector as it relates 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 priortheir cryptocurrency mining subsidiary, qualifies him to the Reincorporation Merger.serve as a director.

Articles of Incorporation and BylawsThomas J. Marusak

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 has served as a member of the surviving corporation, and the bylaws of MKTY-NV in effect immediately before the Reincorporation Merger will be the bylawsBoard since December 2004. Additionally, Mr. Marusak has served as a member of the surviving corporation until later amended in accordance with Nevada law.

Conditions to the Merger

The obligationsBoards of MKTY-NYDirectors of our subsidiaries MTI Instruments since April 2011 and MKTY-NV to consummate the Reincorporation Merger are subject to the satisfaction or waiverEcoChain since January 2020. Since 1986, Mr. Marusak has served as President of Comfortex Corporation, a manufacturer of window blinds and specialty shades. Mr. Marusak was a member 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.

Effect on Stock Certificates

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.

Abandonment of Reincorporation Merger

OurAdvisory Board of Directors may, in its sole discretion, determine to abandon the Reincorporation Merger notwithstanding shareholder approvalfor Key Bank of the Reincorporation Merger and the Merger Agreement.

Comparison of Rights under NRS and NYBCL

MKTY-NY currently is a New York corporationfrom 1996 through 2004 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 Directors and Executive Officers

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 that would be expected to differ materially from the general interests of the Company's shareholders.

Vote Required and Recommendation

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.

PROPOSAL TO AUTHORIZE THE

BOARD OF DIRECTORS TO AMEND THE COMPANY'S

ARTICLES (CERTIFICATE) OF INCORPORATION TO

EFFECT THE REVERSE STOCK SPLIT

(Proposal No. 2)

Overview

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 of our issued and outstanding Common Stock at any time prior to 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 exact exchange ratio and 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 historical trading price and trading volume of our Common Stock;
  

• the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for our Common Stock;
  

• the Company's ability to facilitate the listing of our Common Stock on The Nasdaq Capital Market or another national securities exchange; and
  

• prevailing general market and economic conditions.

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.

Reasons for Reverse Stock Split

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

• Our Common Stock is traded on the OTC Markets. The OTC Markets is an inter-dealer, over-the-counter market that provides significantly less liquidity than national securities exchanges, such as The Nasdaq Capital Market. We would like to have the flexibility in the future to consider listing our Common Stock on The Nasdaq Capital Market or on another national securities exchange. Most national securities exchanges maintain minimum share price requirements to determine a security's eligibility for listing on the securities exchange. For example, in order to list our Common Stock on The Nasdaq Capital Market, we would be required to have a minimum bid price of $4.00 per share pursuant to Nasdaq Listing Rule 5505(a)(1)(A). Alternatively, the Company could have a minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income Standards under Nasdaq Listing Rules 5505(b)(1) or (b)(3), or a minimum closing price of $2 per share, if the Company meets the requirements of the Market Value of Listed Securities Standard under Rule 5505(b)(2), provided that, in either case the Company must also demonstrate that it has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million, since the issuer has been in continuous operation for at least three years, or average revenue of at least $6 million for the last three years. As of the Record Date, the closing price of our common stock, as listed on the OTC Markets, was $[___] per share. In the event our stock price declines below such applicable minimum price per share, our Board believes that the Reverse Stock Split, although it may not increase our stock price to the applicable minimum price per share immediately, may make it easier for the Company to achieve that level in the future, thereby facilitating listing of our Common Stock on The Nasdaq Capital Market or on another national securities exchange.

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.

Possible Disadvantages of Reverse Stock Split

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:

• Although our Board expects that the Reverse Stock Split will result in an increase in the price of our Common Stock, the effect of the Reverse Stock Split cannot be predicted with certainty. Other factors, such as the Company's financial results, market conditions and the market perception of the Company's business may adversely affect our stock price. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above; that the stock price will increase following the Reverse Stock Split; or that the stock price will not decrease in the future.
  

• Because the Reverse Stock Split will reduce the number of shares of our Common Stock available in the public market, the trading market for such securities may be harmed, particularly if the stock price does not increase as a result of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares outstanding, including the number of shares in the public float. A reduction in the public float could reduce the amount of trading in our shares of Common Stock.

Effects of Reverse Stock Split

General

If the Reverse Stock Split is approved and implemented, the principal effects will be to decrease the number of 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 will be cashed out as 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 Company would have approximately [______] shares outstanding immediately following the completion of the Reverse Stock Split.

The proposed Reverse Stock Split will affect all holders of our Common Stock equally and 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 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. 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.

Actions to be Taken and Effectiveness of Reverse Stock Split

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.

Effect on Stock Certificates

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).

Effect on Company's Stock Plans

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 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, the number of shares of our Common Stock issuable upon exercise of outstanding stock awards will be rounded to the nearest whole share and no cash payment will be made in respect of such rounding.

Fractional Shares

We will not issue any fractional shares of common stock to holders of our Common Stock in connection with the Reverse Stock Split. Instead, with respect to any fractional share resulting from the Reverse Stock Split, and subject to applicable law, we will pay in cash the value of such fractional share.

Effect on Registered and Beneficial Holders

If the Reverse Stock Split is implemented, the Company intends to treat beneficial holders (i.e., shareholders who hold their shares in "street name" through a bank, broker or other nominee) in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares in "street name." However, these banks, brokers or other nominees may have their own procedures for processing the Reverse Stock Split. Shareholders who hold shares with a bank, broker or other nominee and have questions in this regard are encouraged to contact their bank, broker or other nominee.

No Dissenters' Rights

Under New York law, the 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.

Certain United States Federal Income Tax Consequences

The following is a summary of certain United States federal income tax consequences of the Reverse Stock Split. It does not address any state, local or foreign income or other tax consequences, which, depending upon the 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 Split 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 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.

Interests of Directors and Executive Officers

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.

Vote Required and Recommendation

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 of the Reverse Stock Split.New York Energy Research and Development Authority from 1998 through 2006. In 2019, Mr. Marusak retired from the Board of Directors of the Capital District Physician's Health Plan, Inc., in Albany, where he had served for the prior eight years and had participated as a member of the board's Finance, Compensation, Audit, Investment, and Executive Committees. Additionally, Mr. Marusak has served as a Board member for the following entities in the course of his professional career: Center for Economic Growth (past Chair), Dynabil Corp. (Advisory Board), and the Albany Chamber of Commerce (Executive Board). Mr. Marusak received a B.S. in Engineering from Pennsylvania State University and an M.S. in Engineering from Stanford University. Mr. Marusak brings technical development, manufacturing experience, product development and introduction, financial accounting, and human resources expertise to the Board, as well as relevant experience in committee and board service, which the Board believes qualifies him to serve as a director.

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

PROPOSAL TO APPROVE THE

ADOPTION OF THE 2021 PLAN

(Proposal No. 3)

Overview

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.

Plan Summary

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 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.

Administration

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 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 number of shares of Common Stock 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.

Eligibility

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.

Term of 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.

Adjustments and Changes in Shares

In the event that there is a stock dividend or stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to 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.

Transferability of Awards

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

Types of Awards

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

Restricted Stock Awards and RSUs

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.

Stock Options

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.

New Plan Benefits

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.

Federal Tax Aspects

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.

EQUITY COMPENSATION PLAN INFORMATION

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:

Stockholders who wish to communicate with the Board, of Directorsor a particular director, may send a letter to our Secretary at 325 Washington Avenue Extension, Albany, New York 12205. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication.").

Section 1.2 Other Offices. Other offices All such letters must identify the author as a stockholder and places of business either within or withoutclearly state whether the State of Nevada may be established from time to time by resolutionintended recipients are all members of the Board or certain specified individual directors. The Secretary will make copies 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.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held onall such dateletters 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").

Section 2.2 Special Meetings.

(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.

Section 2.4 Notice of Meetings; Waiver of Notice.

(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 deliveredcirculate them to the stockholders written noticeappropriate director or directors.

CODE OF CONDUCT AND ETHICS

We have adopted a Code 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, dateConduct 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 presentEthics for employees, officers 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)directors. A copy of the notice shall be personally delivered or mailed postage prepaidCode of Conduct and Ethics is available on our website at https://www.mechtech.com/governance-documents/.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Jessica L. Thomas, age 47, joined MTI as our Chief Financial Officer in July 2020. Ms. Thomas supervises the Company's financial reporting, treasury, human resources, and risk management. Prior to each stockholderher employment with the Company, Ms. Thomas served as Director of record entitledOptimization for Pregis, LLC, a provider of protective packaging materials, from 2014 through July 2020, where she was responsible for operations, system, and financial optimization. From 2009 through 2014, Ms. Thomas worked at Plasan NA as Manager of Budget & Control and Financial Planning & Analysis and was also responsible for compliance with government contracting, including monitoring compliance with Defense Contract Audit Agency  and Federal Acquisition Regulations. From 2007 to vote2009, Ms. Thomas was a Senior Staff Auditor at Cruden & Company, CPA's PLLC. Ms. Thomas has also held positions in the meeting (unlessbanking industry as an officer at Key Bank and a Bank Branch Manager at M&T Bank. Ms. Thomas received a bachelor's degree in Business Administration and Accounting from Siena College and an M.B.A. in Finance & International Finance from Northeastern University. Ms. Thomas obtained her Certified Public Accountant license in May 2009, has been a member of the NRS requires deliveryAmerican Institute of Certified Public Accountants (AICPA) since 2005, and holds the Chartered Global Management Accountant (CGMA) designation.

Moshe Binyamin, age 51, joined MTI Instruments in September 2019 and served as the Director of Market Management and Strategic Growth until January 2020, when he was appointed Chief Operating Officer responsible for all operational aspects of the Company. In May 2020, he was appointed as President of MTI Instruments. Prior to all stockholdersjoining MTI Instruments, Mr. Binyamin served in several roles with Datto Inc. (formerly Autotask Corp.), a cybersecurity and data backup company. During his 12-year tenure there, his positions included Director of record,Market Management from 2017 to 2019, 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 Corporationhe was responsible for the givingachievement of notice.

(d)   The written certificatestrategic objectives for Autotask Workplace (File Sync and Share) and Autotask Endpoint Backup products, and Director 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 noticeStrategic Programs from 2014 to 2017, in which he 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.

Section 2.5 Determination of Stockholders of Record.

(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 orresponsible for the purposeco-ordination and management of any other lawful action,all company-wide strategic projects as part of Autotask's accelerated growth initiatives as set forth by Autotask's executive team and Vista Equity Partners' Autotask board. Prior to joining Datto, Mr. Binyamin was the BoardGlobal Product Manager for Pitney Bowes (Formerly MapInfo). Mr. Binyamin is a graduate of Directors may fix,Vista Equity Partner's exclusive HPLP (High Potential Leadership Program) with focus on business administration, management, and operations. He holds a Computer Analyst 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.Applied Science degree, obtained in 1991, from Israeli Defense Forces.

(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 setOur executive officers are elected or appointed 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.

Section 2.6 Quorum; Adjourned Meetings.

(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.

Section 2.7 Voting.

(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:

(i)                  If only one person votes, the vote of such person binds all.

(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.

Section 2.12 Organization.

(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,hold 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.

ARTICLE III

DIRECTORS

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 andrespective offices until their respective successors shall beare elected and qualified or until their earlier death, retirement, disqualification, resignation or removal. Subject

EXECUTIVE COMPENSATION

Compensation Philosophy

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 stockholder 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 industries and (ii) long-term incentive compensation in the foregoing, at each annualform of stock-based compensation that is aimed towards encouraging management to continue to focus on stockholder returns. Our executive compensation program ties a substantial portion of our executives' 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 the Company is important to provide executive officers with incentives to build value for our stockholders. 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 stockholders the successors to the class of directors whose term shall then expire shall be elected to hold office forinterests between our executives and our stockholders. When implemented responsibly, we also believe these equity incentives can function as 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 rightpowerful executive retention tool.

The Compensation Committee of the Board, consisting entirely of Directorsindependent 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.

Summary of Cash and Other Compensation

The following table sets forth the total compensation awarded to, fill vacanciesearned by, or the right of the stockholderspaid 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 atfor services rendered in 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,capacities to the chairman ofCompany during the board, if any, the president or the secretary, orfiscal years ended December 31, 2020 and December 31, 2019, our "named executive officers," as defined in the absence of all of them, any other officer of the Corporation.SEC rules.

SUMMARY COMPENSATION TABLE

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.

Section 3.10 Quorum; Adjourned Meetings.

(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.

Section 3.14 Powers and Duties.

(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.

ARTICLE IV

OFFICERS

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

Name and Principal Position		Year		Salary		Non-Equity Incentive Plan Compensation ($) (2)		All Other Compensation (3)		Total
Frederick W. Jones (1)		2020	$	145,141		-	$	34,992	$	180,133
Chief Executive, Chief Financial Officer and Secretary		2019		192,995	$	25,000		7,720		225,715
Michael Toporek (4) Chief Executive Officer.		2020		20,192		-		-		20,192
Jessica L. Thomas (5) Chief Financial Officer		2020		73,326		-		-		73,326

Base Salary and Cash Incentives of our Chief Executive Officer and 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 our executive bonus program, which is established annually by the Board at its sole discretion, and also could have received, at our sole discretion, an additional, discretionary bonus in connection with his annual evaluation by the Board. Mr. Jones was also eligible to receive options to purchase Common Stock or other equity awards under our equity incentive plans in such amounts as determined by the Board, and was entitled to such employee benefits, if any, as are generally provided to our full-time employees.

In January 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 cryptocurrency mining. As such, we accrued for Mr. Jones, as of December 31, 2019, a $25,000 payment. This accrual was paid in full during January 2020.

In January 2020, the Compensation Committee increased Mr. Jones' annual base salary to $198,919.

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

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 that this strategy places the desired proportionate level of risk and reward on performance by the 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.

Long-Term Equity Incentive Compensation

Equity awards typically take the form of stock options, restricted stock grants, or restricted stock units under our equity compensation plans. Authority to make equity awards to executive officers rests with the Compensation Committee. In determining the size of awards for new or current executives, the Compensation Committee 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:

• procurement and maintenance of original equipment manufacturer alliance/strategic agreements;

• manufacturing readiness;

• financing targets;

• gross revenue and profit goals;

• operating expense improvements; and

• product launches, new product introductions, or improvements to existing products or product-intent prototypes.

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 equity 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.

Outstanding Equity Awards at Fiscal Year End

The following table provides information as to equity awards granted by the Company and held by Michael Toporek and Jessica Thomas and outstanding as of December 31, 2020. Frederick Jones held no outstanding equity awards of the Company at December 31, 2020.