Mechanical Technology Inc – ‘10-K’ for 9/30/99 – EX-10

On:  Tuesday, 12/28/99   ·   For:  9/30/99   ·   Accession #:  64463-99-63   ·   File #:  0-06890

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Sept 30,1999 10-K for Mechanical Technology Inc.      67    280K 
 2: EX-10       Exhibit 10.32-Stock Purchase Agreement 10/21/99       48    257K 
 3: EX-10       Exhibit 10.33-Securities Purchase Agmt 10/21/99       37    194K 
 4: EX-10       Exhibit 10.34-Mti Reg Rights Agmt 10/21/99            10     52K 
 5: EX-10       Exhibit 10.35-Satcon Reg Rights Agmt 10/21/99         19     94K 
 6: EX-10       Exhibit 10.36-Mti Stock Purchase Warrant 10/21/99     11     59K 
 7: EX-10       Exhibit 10.37-Satcon Stock Pur Warrant 10/21/99       11     57K 
 8: EX-10       Exhibit 10.38-Lease (Touhey & Mti) 8/10/99            20     76K 
 9: EX-10       Exhibit 10.39-Reg Rights Agmt (Plug & Mti) 11/1/99    15     45K 
10: EX-10       Exhibit 10.40-Plug Power Lock-Up Agmt 11/1/99          3     18K 
11: EX-21       Exhibit 21-Subsidiaries of the Company                 1      5K 
12: EX-27       Exhibit 27-Financial Data Schedule 9/30/99             1      7K 

EX-10   —   Exhibit 10.40-Plug Power Lock-Up Agmt 11/1/99

EX-10
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                           Exhibit 10.40

   Lock-Up Agreement

  November 1, 1999

Goldman, Sachs & Co.                                                            
Hambrecht & Quist LLC                                                           
Merrill Lynch, Pierce, Fenner & Smith Incorporated                              
First Albany Corporation                                                        
c/o Goldman, Sachs & Co.                                                        
85 Broad Street                                                                 
New York, NY  10004                                                             

Re:     Plug Power Inc. - Lock-Up Agreement                     

Ladies and Gentlemen:                                                           

The undersigned understands that you, as representatives (the                   
"Representatives"), have entered into an Underwriting Agreement on behalf of the
several Underwriters named in Schedule I to such agreement (collectively, the   
"Underwriters"), with Plug Power Inc., a newly- formed Delaware corporation (the
"Company") that will succeed by merger (the "Merger") immediately prior to the  
offering described below to all the assets and liabilities of Plug Power,       
L.L.C., a Delaware limited liability company (the "LLC"), providing for a public
offering of the Common Stock of the Company (the "Shares") pursuant to a        
Registration Statement on Form S-1 filed with the Securities and Exchange       
Commission (the "SEC").                                                         

In consideration of the agreement by the Underwriters to offer and sell the     
Shares, and of other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, during the period 
beginning from the date of the final Prospectus covering the public offering of 
the Shares and continuing to and including the date 180 days after the date of  
such final Prospectus, the undersigned will not offer, sell, contract to sell,  
pledge, grant any option to purchase, make any short sale or otherwise dispose  
of any Membership Interests in the LLC or shares of Common Stock of the Company,
or any options or warrants to purchase any Membership Interests in the LLC or   
shares of Common Stock of the Company, or any securities convertible into,      
exchangeable for or that represent the right to receive Membership Interests in 
the LLC or shares of Common Stock of the Company, whether now owned or          
hereinafter acquired, owned directly by the undersigned (including holding as a 
custodian) or with respect to which the undersigned has beneficial ownership    
within the rules and regulations of the SEC (collectively the "MTI Shares").    

The foregoing restriction is expressly agreed to preclude the undersigned from  
engaging in any hedging or other transaction which is designed to or which      
reasonably could be expected to lead to or result in a sale or disposition of   
the MTI Shares even if such Shares would be disposed of by someone other than   
the undersigned. Such prohibited hedging or other transactions would include    
without limitation any short sale or any purchase, sale or grant of any right   
(including without limitation any put or call option) with respect to any of the

EX-10
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
MTI Shares or with respect to any security that includes, relates to, or derives
any significant part of its value from such Shares.                             

The undersigned further represents and agrees that the undersigned has not taken
and will not take, directly or indirectly, any action which is designed to or   
which has constituted or which might reasonably be expected to cause or result  
in stabilization or manipulation of the price of any security of the Company to 
facilitate the sale or resale of the Shares, or which has otherwise constituted 
or will constitute any prohibited bid for or purchase of the Shares or any      
related securities.                                                             

Notwithstanding the foregoing, the undersigned may (i) transfer the MTI Shares  
as a bona fide gift or gifts, provided that the donee or donees thereof agree to
be bound in writing by the restrictions set forth herein, (ii) transfer the MTI 
Shares to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust     
agrees to be bound in writing by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value, (iii) 
pledge the MTI Shares to KeyBank pursuant to that certain Stock Pledge          
Agreement, dated as of November 2, 1999, by and among the undersigned and       
KeyBank (a copy of which is attached hereto as Exhibit A), provided that KeyBank
executes the letter attached hereto as Exhibit B, agreeing to be bound by the   
restrictions set forth herein with respect to the MTI Shares, or (iv) with the  
prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For
purposes of this Lock-Up Agreement, "immediate family" shall mean any           
relationship by blood, marriage or adoption, not more remote than first cousin. 
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any            
wholly-owned subsidiary of such corporation; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an    
agreement stating that the transferee is receiving and holding such capital     
stock subject to the provisions of this Agreement and there shall be no further 
transfer of such capital stock except in accordance with this Agreement, and    
provided further that any such transfer shall not involve a disposition for     
value. The undersigned now has, and, except as contemplated by clause (i), (ii),
(iii), or (iv) above, for the duration of this Lock- Up Agreement will have,    
good and marketable title to the Undersigned's Membership Interests in the LLC  
(prior to effectiveness of the Merger) and Shares (after effectiveness of the   
Merger), free and clear of all liens, encumbrances, and claims whatsoever. The  
undersigned also agrees and consents to the entry of stop transfer instructions 
with the Company's transfer agent and registrar against the transfer of the MTI 
Shares except in compliance with the foregoing restrictions.                    

The undersigned understands that the Company and the Underwriters are relying   
upon this Lock-Up Agreement in proceeding toward consummation of the offering.  
The undersigned further understands that this Lock-Up Agreement is irrevocable  
and shall be binding upon the undersigned's heirs, legal representatives,       
successors, and assigns.                                                        

                 Very truly yours,
                                  MECHANICAL TECHNOLOGY INCORPORATED

                                       By:______________________________________
                                          Name:   Cynthia A. Scheuer
                                              Title:  Vice President and CFO

Exhibit A 

EX-10
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Stock Pledge Agreement

Exhibit B 

[Letterhead of KeyBank] 

Goldman, Sachs & Co.                                                            
Hambrecht & Quist LLC                                                           
Merrill Lynch, Pierce, Fenner & Smith Incorporated                              
First Albany Corporation                                                        
c/o Goldman, Sachs & Co.                                                        
85 Broad Street                                                                 
New York, NY  10004                                                             

Re: Plug Power Inc. - Mechanical Technology Incorporated Lock-Up Agreement      

Ladies and Gentlemen:                                                           

The undersigned understands that you, as representatives (the                   
"Representatives"), have entered into an Underwriting Agreement on behalf of the
several Underwriters named in Schedule I to such agreement (collectively, the   
"Underwriters"), with Plug Power Inc., a Delaware corporation (the "Company"),  
and Plug Power, LLC, providing for a public offering of the Common Stock of the 
Company (the "Shares") pursuant to a Registration Statement on Form S-1 filed   
with the Securities and Exchange Commission (the "SEC").                        

The undersigned also understands that in connection with such offering you have 
received a Lock-up Agreement dated as of November 2, 1999, from Mechanical      
Technology Incorporated ("MTI"), an executed copy of which is attached hereto as
Exhibit A (the "MTI Lock-Up Agreement"). The undersigned further understands    
that the MTI Lock-Up Agreement permits MTI to pledge the MTI Shares (as defined 
therein) to the undersigned, only upon the execution by the undersigned of this 
agreement.                                                                      

In consideration of the agreement by the Underwriters to offer and sell the     
Shares and to permit the pledge of the MTI shares to the undersigned, and of    
other good and valuable consideration the receipt and sufficiency of which is   
hereby acknowledged, the undersigned hereby agrees, with respect to the MTI     
Shares, to be bound by all of the restrictions applicable to MTI and the MTI    
Shares under the MTI Lock-Up Agreement, to the same extent and on the same terms
and conditions as would have been applicable to MTI thereunder in the absence of
the pledge of MTI Shares to the undersigned. The undersigned understands that   
the Company and the Underwriters are relying upon this agreement in proceeding  
toward consummation of the offering. The undersigned further understands that   
this agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors, and assigns.                                 

                                 Very truly yours,

                       KEYBANK

                                                By:_____________________________
                                     Name:
                                      Title:

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/28/99
		11/2/99		2		3
		11/1/99		1					SC 13D
For Period End:		9/30/99							10-K/A,  5,  5/A,  NT 10-K/A
									List all Filings

15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/22  Soluna Holdings, Inc.             10-K       12/31/21  113:10M                                    Genesis Filings LLC/FA
 8/16/21  Soluna Holdings, Inc.             S-1/A                  2:2.6M                                   Genesis Filings LLC/FA
 8/13/21  Soluna Holdings, Inc.             S-1/A                  4:3.5M                                   Genesis Filings LLC/FA
 7/23/21  Soluna Holdings, Inc.             S-1/A                  2:1.9M                                   Genesis Filings LLC/FA
 7/19/21  Soluna Holdings, Inc.             S-1/A                  5:3.5M                                   Genesis Filings LLC/FA
 6/22/21  Soluna Holdings, Inc.             S-1                    3:2.7M                                   Genesis Filings LLC/FA
 4/29/21  Soluna Holdings, Inc.             10-K/A     12/31/20    3:318K                                   EDGARX.com, LLC/FA
 4/21/21  Soluna Holdings, Inc.             S-1/A                  2:252K                                   Genesis Filings LLC/FA
 4/12/21  Soluna Holdings, Inc.             S-1/A                  4:1.7M                                   Genesis Filings LLC/FA
 4/02/21  Soluna Holdings, Inc.             S-1/A                  7:1.8M                                   Genesis Filings LLC/FA
 3/31/21  Soluna Holdings, Inc.             10-K       12/31/20   94:8.2M                                   EDGARX.com, LLC/FA
 3/10/21  Soluna Holdings, Inc.             S-1                    4:2.4M                                   EDGARX.com, LLC/FA
 1/04/21  Soluna Holdings, Inc.             10-12G/A               1:2.1M                                   EDGARX.com, LLC/FA
11/25/20  Soluna Holdings, Inc.             10-12G/A¶  11/25/20    2:2.1M                                   EDGARX.com, LLC/FA
 9/30/20  Soluna Holdings, Inc.             10-12G                18:4.9M                                   EDGARX.com, LLC/FA