Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2024 (October 2, 2024)

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

325 Washington Avenue Extension
Albany, New York		12205
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SLNH	The Nasdaq Stock Market LLC
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share	SLNHP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously announced on September 9, 2024, Soluna Holdings, Inc., a Nevada corporation (the “Company”), entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”) on August 12, 2024. In accordance with the terms of the SEPA, the Investor has agreed to purchase up to $25 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s common stock from time to time subject to the limits and the conditions of the SEPA. Access to the SEPA is subject to a number of conditions precedent including the filing and effectiveness of a registration statement on Form S-1 covering the resale of the shares purchased under the SEPA (the “Registration Statement”), and various consents from the Company’s outstanding convertible noteholders (the “Noteholders”) and the holder (the “Series B Holder”) of the Company’s outstanding Series B Convertible Preferred Stock (the “Series B Stock”). The Company has entered into the following transactions on October 1, 2024, with the Noteholders and the Series B Holder as described below, satisfying the conditions precedent related to third parties to access the SEPA. Access to the SEPA remains subject to effectiveness of the Registration Statement, which the Company anticipates filing soon with the Securities and Exchange Commission, and other customary conditions.

For a more complete description of the SEPA please see the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2024, and the full text of the SEPA which is filed as an exhibit thereto.

Agreements with Convertible Noteholders

Master Consent Agreement

The Company entered into a Consent, Waiver, and Mutual Release Agreement (the “Master Consent”) with the Noteholders that are parties to a Securities Purchase Agreement, dated October 25, 2021, as amended (the “SPA”), pursuant to which, among other things, the Company has issued convertible notes to various institutional investors (together with their respective agents, the “Purchasers”). The Master Consent provides the following from the Purchasers:

	●	consent to the Company’s entry into the SEPA and the Payment Agreements (as described below);
	●	waiver of any rights of first refusal or participation rights in connection with the SEPA ;
	●	standstill of the rights to exercise certain $0.01warrants pursuant to the SPA;
	●	the right to prepay the convertible notes with a 20% premium;
	●	termination of the SPA and related agreements upon the full payoff of the convertible notes; and
	●	mutual limited release of claims between the Purchasers and the Company.

In return for these consents, the Company agreed to pay the Purchaser agents a $750,000 fee and to prepay to the Purchasers the 20% premium for the prepayment of the Notes. The description in this Current Report is a summary and is qualified in its entirety to the text of the Master Consent which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Payment Agreements

The Company entered into payment agreements with the Purchasers in connection with the SEPA (the “Payment Agreements”), pursuant to which the Company and the Purchasers agreed to permit the full or partial prepayment of any outstanding convertible note balances held by the Purchasers at any time with five business days notice.

The description in this Current Report is a summary and is qualified in its entirety to the text of the Payment Agreements, which are filed as Exhibits 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Assignment and Assumption Agreements

Soluna AL CloudCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“CloudCo”), Soluna Cloud, Inc,, an indirect wholly-owned subsidiary of the Company (“Soluna Cloud”) and the Company have entered into assignment and assumption agreements (the “Assignment Agreements”) with one of the Purchasers and two other parties introduced by that Purchaser (together, the “Assignors”), with respect to an aggregate of $1,250,000 of notes issued by CloudCo. Pursuant to the Assignment Agreements, the Company purchased such notes for a purchase price of $750,000, or 60% of face value.

The description in this Current Report is a summary and is qualified in its entirety to the text of the Assignment Agreement which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Agreements with Series B Holder

The Company entered into Amendment No. 1 (the “Amendment”) to the securities purchase agreement with the Series B Holder, pursuant to which the Series B Holder agreed to waive its right of first refusal and participation rights with respect to the SEPA, to modify its consent rights to future financings, and to limit warrant exercises and conversions in accordance with the terms of the Amendment. In return, the Company agreed to amend the conversion price of the Series B Stock from $25 to $5, to amend the exercise of price of outstanding warrants held by the Series B Holder to $0.01 per share, and to issue an additional 140,000 five year warrants with an exercise price of $0.01 per share.

The description in this Current Report is a summary and is qualified in its entirety to the text of the Amendment and the Amendment to the Certificate of Designation for the Series B Stock which are filed as Exhibit 10.6 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 3, 2024, the Company issued a press release regarding the transactions described in this Current Report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

4.1		Form of Certificate of Amendment to the Certificate of Designation for the Series B Stock
10.1		Consent, Waiver, and Mutual Release Agreement, dated October 1, 2024
10.2		Form of Payment Agreement by and between Soluna Holdings, Inc. and Alpha Capital Anstalt, dated October 1, 2024
10.3		Form of Payment Agreement by and between Soluna Holdings, Inc. and 3i, LP, dated October 1, 2024
10.4		Form of Payment Agreement by and between Soluna Holdings, Inc. and Supereight Capital Holdings Ltd., dated October 1, 2024
10.5		Form of Assignment and Assumption Agreement, dated October 1, 2024
10.6		Amendment No. 1 to the Securities Purchase Agreement with the Series B Holder
99.1		Press Release announcing the transactions covered by this Current Report, dated October 3, 2024

104		Cover Page Interactive Date File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOLUNA HOLDINGS, INC.

Date: October, 3, 2024	By:	/s/ John Tunison
		John Tunison
		Chief Financial Officer
		(principal accounting officer)

Exhibit 4.1

SOLUNA HOLDINGS, INC.

RESOLUTIONS FOR CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF DESIGNATION

OF PREFERENCES, RIGHTS AND LIMITATIONS

SERIES B CONVERTIBLE PREFERRED STOCK

The undersigned, Jessica Lincoln Thomas, does hereby certify that:

1. She is the Secretary of Soluna Holdings, Inc., a Nevada corporation (the “Corporation”).

2. That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Certificate of Designation”) of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends Section 1 of the Certificate of Designation to insert the following defined terms:

“Exchange Cap Consent Date” means the date upon which the Company has obtained the Exchange Cap Consent (as defined in the YA SEPA).

“First Amendment” means that certain Amendment No. 1 to Securities Purchase Agreement, dated as of the First Amendment Execution Date, by and between the Corporation and the purchasers signatory thereto.

“First Amendment Effective Date” means the Exchange Cap Consent Date.

“First Amendment Execution Date” means October 1, 2024.

“Lockup Expiration Date” means the last day of the Lock-up Period, as defined in the Amended and Restated Lock-up and Leak-out Agreement, dated as of the First Amendment Execution Date, by and between the Corporation and the purchasers signatory thereto.

“YA SEPA” means that certain Standard Equity Purchase Agreement, dated as of August 12, 2024, by and between the Company and YA II PN, Ltd., as amended.

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 3 of the Certificate of Designation to read as follows:

“Section 3. Dividends. Holders shall be entitled to receive, and the Corporation shall pay, by issuing shares of Common Stock or cash at the Corporation’s options to Holders, dividends on shares of Preferred Stock, based on the Stated Value, at a rate of ten percent (10%) per annum, commencing on the Original Issue Date until the date that such share of Preferred Stock is converted to Common Stock or otherwise redeemed (the “Dividend Termination Date”). Such dividends shall accrue and be compounded daily on the basis of a 360-day day year and twelve (12) 30-day months and shall be paid annually on each anniversary of the Original Issue Date (or within five (5) business days thereof) and, in the event that shares of Preferred Stock are converted to Common Stock or otherwise redeemed, on the Dividend Termination Date (or within five (5) business days thereof). No other dividends shall be paid on shares of Preferred Stock.”

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 4 of the Certificate of Designation to read as follows:

“Section 4. Voting Rights. The Preferred Stock will vote with the shares of Common Stock, on an as-converted to Common Stock basis, with respect to all matters on which the holders of Common Stock are entitled to vote, provided, that no Holder (together with such Holder’s Affiliates and Attribution Parties (as hereinafter defined) shall be entitled to vote an amount of shares of Common Stock (including Preferred Stock on as an-converted to Common Stock basis) in excess of the Beneficial Ownership Limitation (as defined below), with any remaining amount of shares held by such Holder, its Affiliates and Attribution Parties deemed non-voting. In addition, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.”

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 6(c) of the Certificate of Designation to read as follows:

c) “Conversion Price. The conversion price for the Preferred Stock shall equal $5.00 (the “Conversion Price”), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the First Amendment Effective Date as set forth in Section 7 hereof. In addition to any other adjustments described in this Section 6(c), the Conversion Price shall be subject to adjustment on the Lockup Expiration Date as follows: the lowest of (a) $5.00; (b) the closing price of the Corporation’s Common Stock on the Trading Day immediately preceding the Lockup Expiration Date, as quoted on a Trading Market; or (c) 90% of the average VWAP for the five Trading Days preceding the Lockup Expiration Date. The Conversion Price shall be rounded down to the nearest $0.01.”

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 6(e) of the Certificate of Designation to read as follows:

“e) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert or vote any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(e) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (the “Initial Beneficial Ownership Limitation”) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.”

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(3) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 7(d) of the Certificate of Designation to read as follows:

d) Fundamental Transaction.

(i) If, at any time while this Preferred Stock is outstanding, (A) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (B) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (C) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (D) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (E) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, immediately prior to the closing of such Fundamental Transaction (“Mandatory Conversion Time”), (Y) each share of Preferred Stock shall, without further action from the Holder, automatically convert into Common Stock at the then effective conversion rate as calculated pursuant to Section 6(c) (without regard to any limitation in Section 6(e) on the conversion of this Preferred Stock) and (Z) such shares may not be reissued by the Corporation.

(ii) Procedural Requirements. All Holders shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 7(d). Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each Holder in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the Holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to this Section 7(d) (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the Holder or Holders thereof to surrender any certificates at or prior to such time), except only the rights of the Holders thereof, upon surrender of any certificate or certificates of such Holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section7(d). As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall (a) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and (b) pay any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

RESOLVED: That pursuant to Sections 78.1955 and 78.1955(6) of the Nevada Revised Statutes, the Certificate of Amendment of the Certificate of Designation amends and restates Section 8(f) of the Certificate of Designation to read as follows:

“f) Call. The Corporation, upon ten (10) days prior notice to the Holder, may demand that the Holder convert the Preferred Stock in whole or in part, into Common Stock (without regard to any limitation in Section 6(e) on the conversion of this Preferred Stock). Should the Holder fail to convert the requested amount of Preferred Stock in its entirety within ten (10) Trading Days after receiving the Corporation’s notice, the Corporation may redeem such remaining unconverted shares of Preferred Stock for a per share price of Fifteen Dollars ($15.00) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the First Amendment Effective Date as set forth in Section 7 hereof), payable in cash or shares of the Corporation’s Common Stock, in the Corporation’s sole discretion.”

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Designation has been executed by a duly authorized officer of this corporation on October 1, 2024.

	/s/ Jessica Lincoln Thomas

	Jessica Lincoln Thomas, Secretary

Exhibit 10.1

Execution Version

CONSENT, WAIVER AND MUTUAL RELEASE AGREEMENT

THIS CONSENT, WAIVER AND MUTUAL RELEASE AGREEMENT dated as of October 1, 2024 (the “Effective Date”) is by and among Soluna Holdings, Inc. (f/k/a Mechanical Technology, Incorporated), a Nevada corporation (the “Company”), each purchaser under the SPA (as defined below) that is a signatory hereto (collectively, including their respective successors and permitted assigns, the “Purchasers”) and Collateral Services LLC, in its capacity as collateral agent for the Purchasers (in such capacity, including its successors and permitted assigns, the “Collateral Agent” and, together with the Company and the Purchasers, collectively, the “Parties”) (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the SPA (as defined below).

W I T N E S S E T H:

WHEREAS, the Company, the Purchasers and the Collateral Agent are parties to that certain Securities Purchase Agreement dated October 25, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “SPA”), pursuant to which, among other things, the Company has issued to the Purchasers those certain secured convertible notes (as amended, restated, supplemented or otherwise modified from time to time, the “SPA Notes”);

WHEREAS, the Company’s obligations under the SPA Notes are secured by a security interest granted pursuant to a Security Agreement dated as of October 25, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “SPA Security Agreement” and, together with the SPA, the SPA Notes and any other related document, instrument or agreement entered into or delivered in connection therewith, collectively, the “SPA Documents”), pursuant to which, among other things, the Company and its subsidiaries that are party to the SPA Documents have granted to the Collateral Agent a security interest in the assets of the Company and such subsidiaries (all such assets, the “Collateral”), subject to the terms and conditions set forth therein;

WHEREAS, the Company has entered into a Standby Equity Purchase Agreement dated as of August 12, 2024 with YA II PN, LTD., a Cayman Islands exempt limited company (as amended, restated, supplemented or otherwise modified from time to time, the “SEPA” and, together with any other related document, instrument or agreement entered into or delivered, or otherwise contemplated or required, in connection therewith, collectively, the “SEPA Documents”);

WHEREAS, in connection with the transactions contemplated pursuant to the SEPA, the Company and each Purchaser has entered into an individual Payment Agreement dated as of the date hereof (collectively, as each may be amended, restated, supplemented or otherwise modified from time to time, the “Payment Agreements”) to, among other things, set forth the agreement of the parties thereto with respect to prepayments in respect of the outstanding principal balance of their respective SPA Notes, in each case, on the terms and conditions set forth therein; and

WHEREAS, it is a condition precedent under each of the SEPA and the Payment Agreements that the Parties enter into this Agreement.

NOW THEREFORE, in consideration of the mutual benefits accruing to Parties hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

AGREEMENTS

1. Consent to SEPA Documents. Notwithstanding anything to the contrary set forth in the SPA or the other SPA Documents, the Collateral Agent and each of the Purchasers hereby consent to the Company’s entry into the SEPA and the other SEPA Documents to which the Company is party and the consummation of the transactions contemplated thereunder. Other than with respect to any warrants issued to the Purchasers pursuant to the SPA Documents, the Purchasers waive any most favored nations, ratchet right or price reset in the SPA Documents that would result from the SEPA Documents and the transactions contemplated thereunder.

2. Waiver of Existing Defaults. The Collateral Agent and each of the Purchasers hereby waive (i) any and all Events of Default and any other occurrences, events, breaches, violations or defaults under any of the SPA Documents (including, without limitation, under Section 4.17 of the SPA) that have occurred and are continuing as of the Effective Date and which, without giving effect to this Section 2, would otherwise permit (or, with the giving of any notice, the passage of time, or both, would then so permit) the Collateral Agent and/or the Purchasers to cause the SPA Notes to become due and payable prior to their stated maturity in accordance with the terms thereof or otherwise exercise any rights or remedies against the Company and its subsidiaries or any of their assets or property, including without limitation the Collateral (collectively, the “Existing Defaults”), and (ii) all of their respective rights and remedies with respect to the Existing Defaults.

3. Payment of Effective Date Fee. On the Effective Date, the Company hereby agrees to pay each Purchaser a fee equal to the corresponding amount applicable to such Purchaser as forth on Schedule A hereto (in each case, the “Effective Date Fee”), which such Effective Date Fee shall be deemed paid upon such Purchaser’s receipt of such amount from the Escrow Agent (as hereinafter defined) by wire transfer of immediately available funds in accordance with the terms and conditions of the Escrow Release, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Escrow Agreement Release”), by and among the Company, the Purchasers and Grushko & Mittman, P.C. (the “Escrow Agent”).

4. Mandatory Prepayment of Notes. At all times following the Effective Date, until the satisfaction in full of the Notes (such date, the “Satisfaction Date”), following the receipt of any net cash proceeds in connection with the consummation of the transactions under the SEPA, the Company shall segregate an amount equal to twenty-percent (20%) of the amount of such net cash proceeds so received (all such amounts, the “Segregated Net Cash Proceeds”) and hold such Segregated Net Cash Proceeds in trust for the benefit of the Purchasers. At any time that the aggregate amount of all Segregated Net Cash Proceeds is equal to $150,000 or more (any such amount, a “Mandatory Prepayment Amount” and, any such date, a “Payment Trigger Date”), then the Company and each Purchaser hereby agree, notwithstanding anything to the contrary set forth in the SPA Notes or any other the SPA Documents, the Company shall: (a) within three (3) Business Days following such Payment Trigger Date, the Company shall notify the Purchasers, in writing (including email) (any such notice, a “Mandatory Prepayment Notice”), of its intent to prepay the then outstanding principal balance of the Notes in an aggregate amount equal to such Mandatory Prepayment Amount, (b) not before five (5) Business Days after delivery of any such Mandatory Prepayment Notice, the Company shall pay each Purchaser its Pro Rata Share (as hereinafter defined) of the applicable Mandatory Prepayment Amount pursuant to the wire instructions attached as an exhibit to its Payment Agreement, (c) the outstanding principal balance of the each Purchaser’s SPA Note shall be reduced by an amount equal to such Purchaser’s Pro Rata Share of such Mandatory Prepayment Amount upon receipt, and (d) no fee, penalty, premium or other amount shall be due or payable in connection with the prepayment of any Mandatory Prepayment Amount; provided, however, that no such prepayment under this Section 4 shall be required with respect to any Mandatory Prepayment Amount that is less than

$150,000. As used herein, “Pro Rata Share” means, as to any Purchaser, the ratio (expressed as a percentage) of (a) the then outstanding principal balance of the Note held by such Purchaser to (b) the aggregate principal balance of all Notes then outstanding, in each case, as of the applicable date of determination.

5. No Exercise of Warrants. Until the date that is the earlier of: (i) January 31, 2025 and (ii) the Satisfaction Date, each of the Purchasers hereby agrees not to (y) exercise any portion of any warrant issued to such Purchaser pursuant to the SPA Documents that has any exercise price of $0.01 or less (each, a “Specified Warrant”), including any right to purchase common stock of the Company or (z) sell, assign, convey or otherwise transfer any common stock of the Company received by such Purchaser prior to the Effective Date from the exercise of any portion of any Specified Warrant, including any right to purchase common stock of the Company, and hereby further agrees that, at all times during such period, the Company shall have no obligation to comply with its issuance (or related) obligations under any such Specified Warrant, notwithstanding anything to the contrary set forth in such Specified Warrant or any other SPA Documents.

6. Dorothy 2 Equity. If the Satisfaction Date has not occurred on or prior to April 1, 2025, then the Parties hereby agree that any and all security interests in, and liens upon, the Specified Dorothy 2 Equity (as hereinafter defined) heretofore granted, pledged, assigned to or otherwise claimed by the Collateral Agent or any Purchaser as collateral security for the obligations evidenced by the SPA, the SPA Notes or any other SPA Documents, are deemed automatically (without the need for any further action), irrevocably and unconditionally released and discharged as of April 1, 2025, and the Collateral Agent and each Purchaser hereby consents to the transfer by Soluna Digital, Inc. and/or the Company of the Specified Dorothy 2 Equity to Soluna2 SLC Fund II Project Holdco LLC (“SLC”). As used herein, “Specified Dorothy 2 Equity” means 2,880 Class B Membership Interests in Soluna DVSL II ComputeCo, LLC owned by Soluna Digital, Inc. and/or the Company that is allocable to the advance made by SLC to the Company pursuant to a letter agreement dated on or about October 1, 2024.

7. Release of Liens. Effective as of the Satisfaction Date, the Parties hereby agree that any and all security interests in, and liens upon, the assets or other property of the Company or its subsidiaries, including, without limitation, the Collateral, heretofore granted, pledged, assigned to, or otherwise claimed by, the Collateral Agent or any Purchaser as collateral security for the obligations evidenced by the SPA, the SPA Notes or any other SPA Documents, are hereby deemed automatically (without the need for any further action), irrevocably and unconditionally released and discharged.

8. Termination. Effective as of the Satisfaction Date, (a) Sections 4.9, 4.19, 4.20 and 4.26 of the SPA are automatically deemed terminated and of no further force and effect, (b) the Security Agreement is automatically deemed terminated and of no further force and effect, (c) Sections 2, 3 and 4 of the Registration Rights Agreement are automatically deemed terminated and of no further force and effect and (d) Section 8 of the Addendum (as defined in the Payment Agreements) is automatically deemed terminated and of no further force and effect.

9. Mutual Release of Claims.

(a) Company Release of Claims. Effective as of the Satisfaction Date, the Company,on behalf of itself and its successors and assigns, directors, officers, equityholders, employees, agents, representatives, subsidiaries and affiliates, is hereby deemed to have automatically (without the need for any further action), irrevocably and unconditionally release and discharge each of the Purchasers and their respective successors and assigns, directors, officers, equityholders, employees, agents, representatives, subsidiaries and affiliates, from any and all claims, demands, actions, causes of action, liabilities, damages, losses, costs, and expenses, of every type, nature, kind or description, known or unknown, suspected or unsuspected, which they have as of the Satisfaction Date or may have after the Satisfaction Date arising solely from the SPA Notes.

(b) Purchaser Release of Claims. Effective as of the Satisfaction Date, each Purchaser,on behalf of itself and its successors and assigns, directors, officers, equityholders, employees, agents, representatives, subsidiaries and affiliates, is hereby deemed to have automatically (without the need for any further action), irrevocably and unconditionally release and discharge the Company and its successors and assigns, directors, officers, equityholders, employees, agents, representatives, subsidiaries and affiliates, from any and all claims, demands, actions, causes of action, liabilities, damages, losses, costs, and expenses, of every type, nature, kind or description, known or unknown, suspected or unsuspected, which they have as of the Satisfaction Date or may have after the Satisfaction Date arising solely from the SPA Notes.

10. Authorization of Filings; Delivery of Documents. Upon the Satisfactions Date, the Parties hereby agree that (a) the Company and each of its subsidiaries are hereby authorized by the Collateral Agent and each Purchaser to prepare and file any and all termination statements (including, without limitation, UCC-3 termination statements), releases, notices and any other instruments and documents evidencing the release and discharge of liens and security interests pursuant to Section 7 above (including, without limitation, any items furnished pursuant to clause (b) below), without the signature or prior approval of the Collateral Agent or any Purchaser, to the extent permitted by applicable law, and (b) the Collateral Agent and the Purchasers will, at the Company’s expense, promptly deliver to the Company (or to such other person as the Company may direct), any and all termination statements (including, without limitation, UCC3 termination statements), releases, notices and any other documents, instructions and agreements reasonably requested by the Company as necessary or advisable in connection with the release and discharge of liens and security interests pursuant to Section 7 above.

11. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12. Injunctive Relief. Each Party acknowledges and agrees that a breach by it of its obligations hereunder will cause irreparable harm to the other and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining any breach and requiring immediate and specific performance of such obligations without the necessity of showing economic loss or the posting of any bond.

13. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the Parties.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by facsimile or other electronic format (including via .pdf and DocuSign) shall be effective as an original.

15. Entire Agreement; Amendments. This Agreement, the Payment Agreements, the Existing Escrow Agreement Release and the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchasers, the Escrow Agent and the other persons party thereto, constitute the entire agreement between the Parties with regard to the subject matter hereof, superseding all prior agreements or understandings, whether written or oral, between or among the Parties with regard thereto. No amendment, restatement, modification or other change to this Agreement or waiver of any agreement or other obligation of the Parties under this Agreement may be made or given unless such amendment, restatement, modification or waiver is set forth in writing and signed by the Parties. Except as specifically modified herein, the SPA Documents, including all Specified Warrants, remain in full force and effect without any waivers or modifications.

[Signatures begin on next page]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

COMPANY

SOLUNA HOLDINGS, INC.

By:
Name:	John Belizaire
Title:	CEO

[signatures continued on the following page]

[Signature Page to Consent, Waiver, and Mutual Release Agreement]

PURCHASERS

ALPHA CAPITAL ANSTALT

By:		By:
Name:	Nicola Feuerstein	Name:
Title:	Director	Title:

3i, LP

By:
Name:
Title:

COLLATERAL AGENT

Collateral Services LLC

By:
Name:

SCHEDULE A

Effective Date Fee Allocations Among Purchasers

Purchaser	Effective Date Fee Amount
Alpha Capital Anstalt	$	250,261.80
3i LP	$	368,366.40
Supereight Capital Holdings Ltd.	$	6,036.60
Total	$	624,664.80

Exhibit 10.2

Execution Version

PAYMENT AGREEMENT

THIS PAYMENT AGREEMENT, dated as of October 1, 2024 (“Effective Date”) (this “Agreement”), is by and between and Alpha Capital Anstalt (including its successors and permitted assigns, “Alpha Capital”), and Soluna Holdings, Inc. (f/k/a Mechanical Technology, Incorporated), a Nevada corporation (the “Company” and together with Alpha Capital, each a “Party” and collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, the Company and Alpha Capital, among others, entered into a Securities Purchase Agreement dated October 25, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “SPA”), pursuant to which the Company issued to Alpha Capital and the other purchaser parties thereto (collectively, with the Company and Alpha Capital and the “Original Parties”), secured convertible notes in the original aggregate principal amount of $16,304,348 (collectively, the “Notes”), including a Note issued to Alpha Capital in the original principal amount of $9,782,609 (as amended, restated, supplemented or otherwise modified, the “Alpha Capital Note”). Capitalized Terms not defined herein shall have the meaning set forth in the SPA and other Transaction Documents (as defined in the SPA);

WHEREAS, on July 19, 2022, the Original Parties entered into an Addendum (the “Addendum”) to memorialize certain agreements between the Original Parties;

WHEREAS, the Addendum was subsequently amended by the Addendum Amendment dated September 13, 2022, and Second Addendum Amendment dated March 10, 2023;

WHEREAS, on April 24, 2023, the Original Parties entered into an Extension Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on May 11, 2023, the Original Parties entered into a Second Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on November 20, 2023, the Original Parties entered into a Third Amendment Agreement (“TAA”) to memorialize certain agreements between the Original Parties;

WHEREAS, on February 28, 2024, the Original Parties entered into a Fourth Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, the Company has entered into a standby equity purchase agreement with YA II PN, LTD., a Cayman Islands exempt limited company (as amended, restated, supplemented or otherwise modified from time to time, the “Yorkville SEPA”); and

WHEREAS, the Company, Alpha Capital, the other remaining Purchasers, and the Collateral Agent have entered into that certain Consent, Waiver and Mutual Release Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Master Consent Agreement”).

NOW THEREFORE, in contemplation of the closing of the transactions contemplated by the Yorkville SEPA and the payment of the Alpha Capital Note, for consideration of the mutual benefits accruing to Parties hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

AGREEMENTS

1. Alpha Capital Note. Alpha Capital hereby confirms, acknowledges and agrees that the principal amount outstanding under the Alpha Capital Note as of the date immediately preceding the Effective Date is $1,251,309 (the “Outstanding Principal Balance”) and that no other amount is owing by the Company or any of its subsidiaries to Alpha Capital under the SPA, the Alpha Capital Note or any of the other Transaction Documents (as defined in the SPA)

(collectively, the “SPA Documents”).

2. Prepayments of Alpha Capital Note. Notwithstanding anything to the contrary set forth in the Alpha Capital Note (including, without limitation, Section 6 thereof), the SPA or the other Transaction Documents, the Company shall be permitted to make, and Alpha Capital hereby consents and agrees to the Company making at any time on or following the Effective Date, prepayments in respect of the then Outstanding Principal Balance of the Alpha Capital Note, in whole or in part, at par and no fee, penalty, premium or other amount shall be due or payable in connection with any such prepayment; provided, that, any such prepayment (other than any prepayment made pursuant to the Master Consent Agreement) shall, unless otherwise consented to by Alpha Capital, (x) require at least five (5) Business Days’ prior notice (including email) from the Company to Alpha Capital, (y) be in a minimum principal amount of $150,000 and (z) be made by wire transfer of immediately available funds in accordance with the wire instructions attached hereto at Exhibit A.

3. Payment of Fee. On the Effective Date, in connection with the waiver by Alpha Capital of any and all participation rights it may have under the SPA Documents with respect to the transactions contemplated under the SEPA, the Company hereby agrees to pay to Alpha Capital a fee of Seven Hundred Fifty Thousand dollars ($750,000.00) (such fee, the “Waiver Fee”). The Company and Alpha Capital hereby agree that the Waiver Fee shall be paid on the Effective Date as follows: (i) an amount equal to the Remaining Escrowed Amount (as defined below) shall be deemed paid upon Alpha Capital’s receipt of such Remaining Escrowed Amount from the Escrow Agent (as defined below) by wire transfer of immediately available funds in accordance with the terms and conditions of the Escrow Release, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Escrow Agreement Release”), by and among the Company, Alpha Capital and the other Purchasers party thereto and Grushko & Mittman, P.C. (the “Escrow Agent”), and (ii) after giving effect to the payment of the Remaining Escrowed Amount, the remaining unpaid balance of such Waiver Fee shall be paid by the Company by wire transfer of immediately available funds in accordance with the wire instructions attached hereto at Exhibit A. As used herein, “Remaining Escrowed Amount” means, as of the Effective Date, the amount of Escrowed Funds (as defined in the Existing Escrow Agreement Release) then remaining after giving effect to the payment of (y) the aggregate amount of the Effective Date Fee (as defined in the Master Consent Agreement) payable to each Purchaser pursuant to Section 3 of the Master Consent Agreement and (z) an amount equal to $20,000 to the Escrow Agent under the Existing Escrow Agreement Release in accordance with the terms thereof.

4. Purchase of Notes in Soluna AL CloudCo, LLC. Alpha Capital and certain parties related to Alpha Capital or its principals have agreed to assign their notes issued by Soluna AL CloudCo, LLC, an affiliate of the Company, to the Company pursuant to those three Assignment and Assumption Agreements attached hereto as Exhibit B (collectively, the “Cloud Note Assignment Agreements”). On the Effective Date, the Company and the other parties party to the Cloud Assignment Agreements shall execute and deliver the Cloud Note Assignment Agreement.

5. Additional Escrow Funds. The Company hereby agrees that it shall deposit an amount equal to twenty percent (20%) of any net cash proceeds received in connection with the consummation of the transactions under the Yorkville SEPA to be held as Escrowed Funds (as defined in the Escrow Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Effective Date Escrow Agreement”), by and among the Company, Alpha Capital, the Escrow Agent and the other persons party thereto), until it has so deposited an aggregate amount equal to the aggregate amount necessary to satisfy the Purchase Price under, and as respectively defined in, each Cloud Note Assignment Agreement, at which time the Company shall issue written instructions to the Escrow Agent to disburse such funds to consummate the transactions contemplated by each Cloud Note Assignment Agreement.

6. Form 8-K. No later than one (1) business day after the Effective Date, the Company shall file a Form 8-K with the Securities and Exchange Commission, disclosing this Agreement.

7. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

8. Injunctive Relief. Each Party acknowledges and agrees that a breach by it of its obligations hereunder will cause irreparable harm to the other and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining any breach and requiring immediate and specific performance of such obligations without the necessity of showing economic loss or the posting of any bond.

9. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the Parties.

10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by facsimile or other electronic format (including via .pdf and DocuSign) shall be effective as an original.

11. Notices. Except as otherwise provided herein, all notices shall be delivered in accordance with the notice provisions of the SPA.

12. Entire Agreement; Amendments. This Agreement, the Master Consent Agreement, the Cloud Note Assignment Agreements, the Existing Escrow Agreement Release and the Effective Date Escrow Agreement constitute the entire agreement between the Parties regarding the payment of all obligations under the SPA Documents, superseding all prior agreements or understandings, whether written or oral, between or among the parties. This Agreement represents the final and binding accounting of all amounts each Party may owe to the other, including without limitation fees, charges, expenses, adjustments and reimbursements. Except as specifically modified herein, the SPA Documents remain in full force and effect without any waivers or modifications. No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by the Parties. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

IN WITNESS WHEREOF, the parties have caused this Payment Agreement to be duly executed as of the day and year first above written.

COMPANY

Soluna Holdings, Inc.
By:
Name:	John Belizaire
Title:	CEO

ALPHA CAPITAL

ALPHA CAPITAL ANSTALT

By:
Name:	Nicola Feuerstein
Title:	Director

[Signature Page to Payment Agreement (Alpha Capital)]

Exhibit 10.3

EXECUTION VERSION

PAYMENT AGREEMENT

THIS PAYMENT AGREEMENT, dated as of October 1, 2024 (“Effective Date”) (this “Agreement”), is by and between and 3i, LP (including its successors and permitted assigns, “3i Purchaser”), and Soluna Holdings, Inc. (f/k/a Mechanical Technology, Incorporated), a Nevada corporation (the “Company” and together with 3i Purchaser, each a “Party” and collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, the Company and 3i Purchaser, among others, entered into a Securities Purchase Agreement dated October 25, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “SPA”), pursuant to which the Company issued to 3i Purchaser and the other purchaser parties thereto (collectively, with the Company and 3i Purchaser, the “Original Parties”), secured convertible notes in the original aggregate principal amount of $16,304,348 (collectively, the “Notes”), including a Note issued to 3i Purchaser in the original principal amount of $4,891,304 (as amended, restated, supplemented or otherwise modified, the “3i Note”). Capitalized Terms not defined herein shall have the meaning set forth in the SPA and other Transaction Documents (as defined in the SPA);

WHEREAS, in connection with the SPA, the Company has also issued to 3i Purchaser certain Warrants (collectively, the “3i Warrants”), each exercisable for the number of shares of the Company’s common stock provided for therein, subject to the terms and conditions set forth therein;

WHEREAS, on July 19, 2022, the Original Parties entered into an Addendum (the “Addendum”) to memorialize certain agreements between the Original Parties;

WHEREAS, the Addendum was subsequently amended by the Addendum Amendment dated September 13, 2022, and Second Addendum Amendment dated March 10, 2023;

WHEREAS, on April 24, 2023, the Original Parties entered into an Extension Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on May 11, 2023, the Original Parties entered into a Second Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on November 20, 2023, the Original Parties entered into a Third Amendment Agreement (“TAA”) to memorialize certain agreements between the Original Parties;

WHEREAS, on February 28, 2024, the Original Parties entered into a Fourth Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, the Company, 3i Purchaser, the other remaining Purchasers, and the Collateral Agent have entered into that certain Consent, Waiver and Mutual Release Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Master Consent Agreement”).

NOW THEREFORE, in contemplation of the closing of the transactions contemplated by the Yorkville SEPA and the payment of the 3i Note, for consideration of the mutual benefits accruing to Parties hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

AGREEMENTS

1. 3i Note and 3i Warrants. 3i Purchaser hereby confirms, acknowledges and agrees (i) the principal amount outstanding under the 3i Note as of the date immediately preceding the Effective Date is $1,841,832 (the “Outstanding Principal Balance”), (ii) the unexercised number of shares of the Company’s common stock under each 3i Warrant outstanding as of the date immediately preceding the Effective Date is set forth on Exhibit B hereto and (iii) no other amount is owing by the Company or any of its subsidiaries to 3i Purchaser under the SPA, the 3i Note or any of the other Transaction Documents (as defined in the SPA) (collectively, the “SPA Documents”).

2. Prepayments of 3i Note. Notwithstanding anything to the contrary set forth in the 3i Note (including, without limitation, Section 6 thereof), the SPA or the other Transaction Documents, the Company shall be permitted to make, and 3i Purchaser hereby consents and agrees to the Company making at any time on or following the Effective Date, prepayments in respect of the then Outstanding Principal Balance of the 3i Note, in whole or in part, at par and no fee, penalty, premium or other amount shall be due or payable in connection with any such prepayment; provided, that, any such prepayment (other than any prepayment made pursuant to the Master Consent Agreement) shall, unless otherwise consented to by 3i Purchaser, (x) require at least five

(5) Business Days’ prior notice (including email) from the Company to 3i Purchaser, (y) be in a minimum principal amount of $150,000 and (z) be made by wire transfer of immediately available funds in accordance with the wire instructions attached hereto at Exhibit A.

3. Consent to Payment of Waiver Fee to Alpha Capital. 3i Purchaser hereby acknowledges the payment by the Company to Alpha Capital Anstalt (“Alpha Capital”) of that certain waiver fee in the amount of Seven Hundred and Fifty Thousand dollars ($750,000) pursuant to the Payment Agreement (as defined in the Master Consent Agreement) of Alpha Capital, and hereby waives any and all rights it may have to any portion thereof pursuant to the provisions of the SPA and the other SPA Documents.

4. Form 8-K. No later than one (1) business day after the Effective Date, the Company shall file a Form 8-K with the Securities and Exchange Commission, disclosing this Agreement and cleansing the 3i Purchaser of all Non-Public Information.

5. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

6. Injunctive Relief. Each Party acknowledges and agrees that a breach by it of its obligations hereunder will cause irreparable harm to the other and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining any breach and requiring immediate and specific performance of such obligations without the necessity of showing economic loss or the posting of any bond.

7. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the Parties.

8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by facsimile or other electronic format (including via .pdf and DocuSign) shall be effective as an original.

9. Notices. Except as otherwise provided herein, all notices shall be delivered in accordance with the notice provisions of the SPA.

10. Entire Agreement; Amendments. This Agreement, the Master Consent Agreement, the Existing Escrow Agreement Release (as defined in the Master Consent Agreement) and the Escrow Agreement, dated as of the date hereof, by and among the Company, 3i Purchaser, and Grushko & Mittman, P.C., as escrow agent, and the other persons party thereto, constitute the entire agreement between the Parties regarding the payment of all obligations under the SPA Documents, superseding all prior agreements or understandings, whether written or oral, between or among the parties. This Agreement represents the final and binding accounting of all amounts each Party may owe to the other, including without limitation fees, charges, expenses, adjustments and reimbursements. Except as specifically modified herein, the SPA Documents remain in full force and effect without any waivers or modifications. No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by the Parties. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

IN WITNESS WHEREOF, the parties have caused this Payment Agreement to be duly executed as of the day and year first above written.

COMPANY

Soluna Holdings, Inc.

By:
Name:	John Belizaire
Title:	CEO

3i Purchaser

3i, LP

By:
Name:
Title:

EXHIBIT A

Wire Instructions

See attached.

Issue Date	Date Exercisable	Current Exercise Price		Warrant Shares		Maturity Date Outstanding as of today
9/13/2022	9/13/2022	$	19.00		9,653	9/13/2027
5/11/2023	5/11/2023	$	3.78		62,046	5/11/2028
5/11/2023	5/11/2023	$	3.78		20,682	5/11/2028
5/8/2024	5/8/2024	$	0.01		34,000	5/8/2029
5/8/2024	5/8/2024	$	4.20		40,000	5/8/2029
5/8/2024	5/8/2024	$	5.70		40,000	5/8/2029
5/17/2024	5/17/2024	$	0.01		112,880	5/17/2029
5/17/2024	5/17/2024	$	4.20		132,800	5/17/2029
5/17/2024	5/17/2024	$	5.70		132,800	5/17/2029
6/24/2024	6/24/2024	$	0.01		70,245	6/24/2029
6/24/2024	6/24/2024	$	4.20		82,642	6/24/2029
6/24/2024	6/24/2024	$	5.70		82,642	6/24/2029

Exhibit 10.4

EXECUTION VERSION

PAYMENT AGREEMENT

THIS PAYMENT AGREEMENT, dated as of October 1, 2024 (“Effective Date”) (this “Agreement”), is by and between and SuperEight Capital Holdings LTD. (including its successors and permitted assigns, “SuperEight Capital”), and Soluna Holdings, Inc. (f/k/a Mechanical Technology, Incorporated), a Nevada corporation (the “Company” and together with SuperEight Capital, each a “Party” and collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, the Company and SuperEight Capital, among others, entered into a Securities Purchase Agreement dated October 25, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “SPA”), pursuant to which the Company issued to SuperEight Capital and the other purchaser parties thereto (collectively, with the Company and SuperEight Capital and the “Original Parties”), secured convertible notes in the original aggregate principal amount of $16,304,348 (collectively, the “Notes”), including a Note issued to SuperEight Capital in the original principal amount of $271,739 (as amended, restated, supplemented or otherwise modified, the “SuperEight Capital Note”). Capitalized Terms not defined herein shall have the meaning set forth in the SPA and other Transaction Documents (as defined in the SPA);

WHEREAS, on July 19, 2022, the Original Parties entered into an Addendum (the “Addendum”) to memorialize certain agreements between the Original Parties;

WHEREAS, the Addendum was subsequently amended by the Addendum Amendment dated September 13, 2022, and Second Addendum Amendment dated March 10, 2023;

WHEREAS, on April 24, 2023, the Original Parties entered into an Extension Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on May 11, 2023, the Original Parties entered into a Second Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, on November 20, 2023, the Original Parties entered into a Third Amendment Agreement (“TAA”) to memorialize certain agreements between the Original Parties;

WHEREAS, on February 28, 2024, the Original Parties entered into a Fourth Amendment Agreement to memorialize certain agreements between the Original Parties;

WHEREAS, the Company, SuperEight Capital, the other remaining Purchasers, and the Collateral Agent have entered into that certain Consent, Waiver and Mutual Release Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Master Consent Agreement”).

NOW THEREFORE, in contemplation of the closing of the transactions contemplated by the Yorkville SEPA and the payment of the SuperEight Capital Note, for consideration of the mutual benefits accruing to Parties hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

AGREEMENTS

1. SuperEight Capital Note. SuperEight Capital hereby confirms, acknowledges and agrees that the principal amount outstanding under the SuperEight Capital Note as of the date immediately preceding the Effective Date is $30,183 (the “Outstanding Principal Balance”) and that no other amount is owing by the Company or any of its subsidiaries to SuperEight Capital under the SPA, the SuperEight Capital Note or any of the other Transaction Documents (as defined in the SPA) (collectively, the “SPA Documents”).

2. Prepayments of SuperEight Capital Note. Notwithstanding anything to the contrary set forth in the SuperEight Capital Note (including, without limitation, Section 6 thereof), the SPA or the other Transaction Documents, the Company shall be permitted to make, and SuperEight Capital hereby consents and agrees to the Company making at any time on or following the Effective Date, prepayments in respect of the then Outstanding Principal Balance of the SuperEight Capital Note, in whole or in part, at par and no fee, penalty, premium or other amount shall be due or payable in connection with any such prepayment; provided, that, any such prepayment (other than any prepayment made pursuant to the Master Consent Agreement) shall, unless otherwise consented to by SuperEight Capital, (x) require at least five (5) Business Days’ prior notice (including email) from the Company to SuperEight Capital, (y) be in a minimum principal amount of $150,000 and (z) be made by wire transfer of immediately available funds in accordance with the wire instructions attached hereto at Exhibit A.

3. Consent to Payment of Waiver Fee to Alpha Capital. SuperEight Capital hereby acknowledges the payment by the Company to Alpha Capital Anstalt (“Alpha Capital”) of that certain waiver fee in the amount of Seven Hundred and Fifty Thousand dollars ($750,000) pursuant to the Payment Agreement (as defined in the Master Consent Agreement) of Alpha Capital, and hereby waives any and all rights it may have to any portion thereof pursuant to the provisions of the SPA and the other SPA Documents.

4. Form 8-K. No later than one (1) business day after the Effective Date, the Company shall file a Form 8-K with the Securities and Exchange Commission, disclosing this Agreement.

9. Notices. All notices shall be delivered in accordance with the notice provisions of the SPA.

10. Entire Agreement; Amendments. This Agreement, the Master Consent Agreement, the Existing Escrow Agreement Release (as defined in the Master Consent Agreement) and the Escrow Agreement, dated as of the date hereof, by and among the Company, SuperEight Capital, and Grushko & Mittman, P.C., as escrow agent, and the other persons party thereto, constitute the entire agreement between the Parties regarding the payment of all obligations under the SPA Documents, superseding all prior agreements or understandings, whether written or oral, between or among the parties. This Agreement represents the final and binding accounting of all amounts each Party may owe to the other Party, including without limitation fees, charges, expenses, adjustments and reimbursements. Except as specifically modified herein, the SPA Documents remain in full force and effect without any waivers or modifications. No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by the Parties. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

IN WITNESS WHEREOF, the parties have caused this Payment Agreement to be duly executed as of the day and year first above written.

COMPANY

Soluna Holdings, Inc.

By:
Name:	John Belizaire
Title:	CEO

SUPEREIGHT CAPITAL

SuperEight Capital Holdings LTD.

By:
Name:
Title:

[Signature Page for Payment Agreement (SuperEight Capital)]

Exhibit 10.5

Execution Version

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of October 1, 2024 by and between _____ (the “Assignor”), and SOLUNA HOLDINGS, INC., a Nevada corporation (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to the Note Purchase Agreement dated June 20, 2024 (as amended pursuant to that certain First Amendment to Note Purchase Agreement dated as of July 12, 2024, the “Note Purchase Agreement”) by and among SOLUNA AL CLOUDCO, LLC, a Delaware limited liability company (the “Company”), the Assignee, SOLUNA CLOUD, INC., a Nevada corporation (“Soluna Cloud” and, together with the Company and the Assignee, each, a “Note Party” and, collectively, the “Note Parties”), the Assignor and each other Investor party thereto (collectively, the “Investors”) and GREENCLOUD PARTNERS, LLC (formerly known as GREEN CLOUD HOLDINGS, LLC), a Delaware limited liability company, in its capacity as Administrative Agent for the Investors (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), among other things, the Company has issued in favor of the Assignor a promissory note dated as of July 12, 2024 (the “Note”) in a principal amount equal to Five Hundred Thousand Dollars ($500,000);

WHEREAS, in connection with the Note Purchase Agreement, Soluna Cloud has also issued to the Assignor that certain Stock Warrant dated as of July 12, 2024, designated Certificate No. W-2 (the “Warrant”), exercisable within three (3) years from the issuance date for the number of shares of Soluna Cloud’s common stock as described therein, subject to the terms and conditions set forth therein; and

WHEREAS, the Assignor desires to assign all of its rights and obligations under the Note, the Note Purchase Agreement and the other Note Documents (as defined in the Note Purchase Agreement) to which it is a party (collectively, together with the Note Purchase Agreement and the Note, the “Assigned Documents”) to the Assignee in exchange for a cash payment equal to the Purchase Price (as defined below), subject to and in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the benefits to be derived by the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption of Loan Agreement. The Assignor hereby irrevocably sells, transfers, conveys and assigns, without recourse, and, except as provided in Section 3 below, without representation or warranty, to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, as of the Effective Date (i) all of the Assignor’s rights and obligations under the Assigned Documents and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor against any Person (including, without limitation, any Note Party), whether known or unknown, arising under or in connection with the Assigned Documents or the transactions governed thereby or in any way based on or related to any of the foregoing, including, without limitation, contract claims, tort claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold, transferred, conveyed and assigned pursuant to this Assignment (all such rights and obligations sold, transferred, conveyed and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) of this Section 1, the “Assigned Interests”); provided, that, for the avoidance of doubt, in no event shall the Assigned Interests include any of the Assignor’s rights and obligations under the Warrant or any other Equity Documents to which the Assignor is a party. For so long as the Warrant is outstanding, the Company will provide Assignor with copies of any and all quarterly internally prepared financial statements delivered to the Administrative Agent pursuant to Section 3(c)(ii) of the Note Purchase Agreement.

2. Purchase Price. In exchange for the sale, transfer, conveyance and assignment of the Assigned Interests in Section 1 above, the Assignee hereby agrees to make a cash payment to the Assignor equal to (i) Three Hundred Thousand Dollars ($300,000), less (ii) the aggregate amount of any and all principal payments made on the Note during the period beginning on the date hereof and ending on the Effective Date, less (iii) fifty-percent (50%) of the aggregate amount of any and all interest payments on the Note made to Assignor during the period beginning on the date hereof and ending on the Effective Date (such resulting amount, the “Purchase Price”).

3. Representations and Warranties of Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interests being assigned by it hereunder, (ii) such Assigned Interests are free and clear of any adverse claim, lien or encumbrances and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Assigned Documents, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Assigned Documents, any other instrument or document furnished pursuant thereto or any collateral thereunder or (iv) the performance or observance by any Note Parties or any other Person of any of their respective obligations under any Assigned Document.

4. Assignment Conditions. This Assignment shall become effective upon satisfaction of all of the following conditions precedent (the date upon which each of the following conditions precedent is satisfied, the “Effective Date”):

(a) Counterparts. The Assignor shall have received a counterpart of this Assignment duly executed by the Assignee and, as to its agreement, acknowledgement and consent only, each Note Party.

(b) Payment of the Purchase Price. The Assignor shall have received from the Assignee a wire transfer in immediately available funds in an amount equal to the Purchase Price in accordance with the wire instructions previously provided by the Assignor to the Assignee.

5. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interests under the Assigned Documents (including payments of principal, interest, fees and other amounts) to the Assignee, regardless of whether such amounts accrued prior to or following the Effective Date.

6. Further Assurances. The Assignor hereby agrees to execute and deliver to the Assignee, from time to time following the Effective Date, any and all further assignments and such other further documents, agreements and instruments as may be reasonably necessary or advisable to effect or evidence more fully the assignment of the Assigned Interests hereunder.

-2-

7. Governing Law; Jurisdiction and Venue; Waiver of Jury Trial; Arbitration.

(a) This Assignment shall be governed by the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. Subject to clause (c) of this Section 7, each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the state and federal courts located in the State of Delaware over any suit, action or proceeding arising out of or relating to this Assignment.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS ASSIGNMENT.

(c) Except for claims, disputes and controversies that are not subject to arbitration by applicable law, any and all claims, disputes and controversies between or among the parties hereto, whether in tort, contract or otherwise, arising out of or relating to this Assignment shall, upon demand by any party, be determined by binding arbitration in the State of Delaware (or such other location as the parties mutually agree). The arbitration shall be administered by JAMS pursuant to its Expedited Arbitration Procedures then in effect (or any other form of arbitration mutually acceptable to the parties so involved). Judgment on the award may be entered in any state or federal court having jurisdiction in the State of Delaware.

8. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Assignment may be delivered by facsimile or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail, and any such counterparts shall have the same effect as an original executed counterpart hereof, and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The words “execution,” “signed,” “signature,” and words of like import in this Assignment (or in any amendment, supplement hereto or any other document delivered hereunder) shall be deemed to include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “.pdf”, “.tif” or “.jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act.

[Signature Pages Follow]

-3-

IN WITNESS WHEREOF, this Assignment is made and executed effective as of the date first written above.

	[*]

	as Assignor

	By:
	Name:
	Title:

[Signature Page to Assignment and Assumption Agreement (Alpha Capital Anstalt)]

	SOLUNA HOLDINGS, INC.,
	as Assignee

	By:
	Name:	John Belizaire
	Title:	CEO

AGREED, ACKNOWLEDGED AND CONSENTED TO:

SOLUNA AL CLOUDCO, LLC,
as a Note Party

By:
Name:	John Belizaire
Title:	CEO

SOLUNA CLOUD, INC.,
as a Note Party

By:
Name:	John Belizaire
Title:	CEO

SOLUNA HOLDINGS, INC.,
as a Note Party

By:
Name:	John Belizaire
Title:	CEO

[Signature Page to Assignment and Assumption Agreement]

Exhibit 10.6

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Securities Purchase Agreement (“Amendment”), dated as of October 1, 2024, is made by and between Soluna Holdings, Inc., a Nevada corporation (“Company”) and Chuntao Zhou (“Purchaser”), and amends that certain Securities Purchase Agreement, dated July 19, 2022 (the “Initial Agreement”; as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) between Company and Purchaser. Company and Purchaser are sometimes hereinafter referred to as each, a “Party”, and together, the “Parties”. All capitalized terms used and not defined herein have the meaning given thereto in the Agreement.

WHEREAS, Company and Purchaser wish to amend the Initial Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:

Section 1. Amendments to Section 1.1.

(a) Section 1.1 of the Initial Agreement is hereby amended to insert the following defined terms:

“Amendment Effective Date” means the date upon which the Company has obtained the Exchange Cap Consent (as defined in the YA SEPA).

“At The Market Offering” means an “at-the-market” offering or similar agreement, whereby the Company may issue securities at a future determined price.

“Equity Line of Credit” means any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula.

“Excluded Subsequent Offerings” means (i) transactions permitted under the Agreement, as amended, (ii) the issuance of securities in the ordinary course of business for acquisitions at a price or effective price that is less than the highest price per share of the securities issued or issuable in the offering pursuant to the Initial Agreement, including but not limited to the Warrants and Warrant Shares, and (iii) any issuance of securities of up to $50,000,000 pursuant to a transaction with YA II PN, Ltd. and its Affilaites (other than pursuant to the YA SEPA of up to $25,000,000) and that has a conversion price of such securites as of the closing of such transaction that is greater than or equal to the Conversion Price (as defined in the Certificate of Designations, as amended) as of such date.

“Scheduled Leakout Period” means the twelve-month period commencing on the date that is the earlier of (i) the twelve month anniversary of the declaration by the SEC of the effectiveness of the Specified Registration Statement or (ii) the date on which the SEPA is terminated in accordance with its terms.

“Specified Registration Statement” means the initial Registration Statement (as defined in the YA Registration Rights Agreement) filed pursaunt to the YA Registration Rights Agreement.

“Subseqent Offering” means an offering described in Section 4.11(a) and 4.11(b) (including without limitation up to $25,000,000 under the YA SEPA), other than any Excluded Subsequent Offerings.

“Subseqent Offering Consent” means either the express written consent of the Purchasers or the receipt by the Puchasers at the closing of a Subsequent Offering of 10% of the amount of the capital raised by the Company to be paid at the time of the issuance of any Common Stock or Common Stock Equivalents, preferred stock, or equity of the Company in such Subsequent Offering, in the Company’s discretion, in cash or the same such securities issued by the Company in such Subsequent Offering.

“Subseqent Offering Restricted Period” means the period commencing on the Amendment Effective Date and ending on the earlier of (i) the date that the Company elects, in its sole and absolute discretion, to terminate such period and (ii) the last day of the Scheduled Leakout Period.

“Variable Rate Transaction” means, collectively, an Equity Line of Credit and a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.

“YA Registration Rights Agreement” means the Registration Rights Agreement, as defined in the Yorkville SEPA.

“YA SEPA” means that certain Standard Equity Purchase Agreement, dated as of August 12, 2024, by and between the Company and YA II PN, Ltd., as amended.

(b) Section 1.1 of the Initial Agreement is hereby amended on the Amendment Effective Date by substituting the definitions set forth below for the corresponding definitions set forth in the Initial Agreement:

“Company Counsel” means J.P. Galda & Co., with offices at 40 East Mongomery Avenue, LTW 220, Ardmore, PA 19003, and/or Nixon Peabody LLP, with offices at 70 W. Madison Street, Suite 5200, Chicago, IL 60602.

Section 2. Amendment to Section 4.11. Section 4.11 of the Initial Agreement is hereby amended and restated in its entirety on the Amendment Effective Date as follows:

4.11 Subsequent Equity Sales.

(a) During the Subsequent Offering Restricted Period, the Company shall not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, preferred stock, or equity of the Company at a price or effective price that is less than the highest price per share of the securities issued or issuable in the offering including but not limited to the Warrants and the Warrant Shares, or (ii) file any registration statement (other than on Form S-8) or any amendment or supplement thereto on behalf of the Company, in each case, without a Subsequent Offering Consent.

(b) During the Subsequent Offering Restricted Period, the Company shall not effect or enter into an Equity Line of Credit or At The Market Offering or an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, in each case, without a Subsequent Offering Consent.

Section 3. Amendment to Section 4.16. Section 4.16 of the Initial Agreement is hereby amended and restated in its entirety on the Amendment Effective Date as follows:

4.16 [Reserved]

Section 4. Effectiveness. Except as specifically modified and amended in this Amendment, all of the terms, provisions, requirements and specifications contained in the Initial Agreement remain in full force and effect.

Section 5. Entire Agreement. This Amendment and the Initial Agreement, as modified by this Amendment, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces any prior or contradictory representations, warranties, or agreements with respect with the subject matter hereof.

Section 6. Counterparts. The Parties acknowledge and agree that this Amendment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. This Amendment may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof. The Parties acknowledge and agree that this Amendment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the date first above written.

	SOLUNA HOLDINGS, INC.

	By:
	Name:	John Belizaire
	Title:	CEO


	Chuntao Zhou

Exhibit 99.1

Soluna Achieves Critical Milestones to Unlock $25M Growth Capital Line

Enables Prepayment of Convertible Notes and AI Data Center Expansion

___

ALBANY, NY, October 3, 2024 – Soluna Holdings, Inc. (“Soluna” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for intensive computing applications, including Bitcoin mining and AI, today announced its agreement with its convertible noteholders and amendments of its agreements with the holder of its Series B Preferred Stock, important milestones toward access to the previously announced $25 million Standby Equity Purchase Agreement (“SEPA”) with a fund managed by Yorkville Advisors Global L.P. (“Yorkville”).

Soluna entered into the following agreements with the convertible noteholders and the holder of Series B stock, satisfying a number of the conditions precedent to access the SEPA. They include:

	●	Convertible Noteholders Agreement: Noteholders will consent to the SEPA, prepayment of the remaining convertible notes and waive rights to participate in the SEPA. In return, the Company will pay a $750,000 waiver fee, prepay a 20% note prepayment premium, and acquire certain Soluna Cloud notes at a discount.

	●	Series B Preferred Stock Agreement: The holder of Series B will consent to the SEPA, waive participation rights, and agree to warrant and stock conversion limitations. In return, the Company will reprice the current conversion price, reprice existing warrants and issue new warrants to the holder.

In order to access the SEPA, the Company will file an S-1 registration statement with the Securities and Exchange Commission which must be declared effective before it can begin to obtain funding. This is the only remaining significant step since, as previously announced, Yorkville and Soluna mutually agreed not to proceed with the prepaid advances, and to continue to work only within the SEPA.

Key Uses of the Financing Include:

	●	Retiring existing Convertible Notes reducing leverage and dilution overhang.
	●	Funding critical Soluna Cloud AI operations and data center development activities.
	●	Deploying additional capital into projects to significantly improve equity cash flows.
	●	Strengthening the Company’s balance sheet.

Operationally this means Soluna expects to:

	●	Advance its Helix AI data center designs.
	●	Prepare for the build-out of Project Grace – a 2 MW AI data center adjacent to its flagship Project Dorothy 2.
	●	Accelerate the development of the 166 MW Project Kati and 187 MW Project Rosa.
	●	Complete the acquisition of new sites for up to 20 MW of additional AI data centers for its Colocation business.

For more information about this financing, please refer to the Company’s upcoming 8-K.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Soluna Holdings, Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and Soluna Holdings, Inc. undertakes no duty to update such information, except as required under applicable law.

About Soluna Holdings, Inc (SLNH)

Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com. Follow us on X (formerly Twitter) at @SolunaHoldings. 

Contact Information

Sam Sova

Partner and CEO

SOVA

Sam@letsgosova.com

Cover	Oct. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 03, 2024
Entity File Number	001-40261
Entity Registrant Name	SOLUNA HOLDINGS, INC.
Entity Central Index Key	0000064463
Entity Tax Identification Number	14-1462255
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 Washington Avenue Extension
Entity Address, City or Town	Albany
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12205
City Area Code	(516)
Local Phone Number	216-9257
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SLNH
Security Exchange Name	NASDAQ
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security	9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol	SLNHP
Security Exchange Name	NASDAQ

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