PRELIMINARY PROXY STATEMENT

MAGNOLIA SOLAR CORPORATION

54 Cummings Park, Suite 316

Woburn, MA, 01801

Ecoark Holdings, Inc.

303 Pearl Parkway Suite 200

San Antonio, TX 78215

(800) 762-7293

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

FOR A SPECIAL MEETING OF STOCKHOLDERS

This proxy statement (the “Proxy Statement”) is furnishedbeing made available to shareholdersthe holders of shares of voting stock of Ecoark Holdings, Inc., a Nevada corporation (“Ecoark” or the “Company”) in connection with the solicitation of proxies by theour Board of Directors (the “Board”) for use at a Special Meeting of Magnolia Solar Corporation (“MSC”, the “Company”, “we”, “our”, or “us”) in connection with a special meeting of shareholdersStockholders of the Company towhich will be held at 1:00 p.m., Eastern Time, on February 22, 2016 at 9 a.m. (local time) at the Company’s corporate offices, 54 Cummings Park, Suite 316, Woburn, Massachusetts, 01801October 6, 2021 (the “Special Meeting”).

Additional copies of this proxy statement, an Annual Report on Form 10-K, The Special Meeting will be a Quarterly Report on Form 10-Q forvirtual only meeting via live webcast over the fiscal quarter ended September 30, 2015, a notice of meeting, form of proxy, and directions toInternet. You will be able to attend the Special Meeting, vote your shares and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/ZEST2021SM. There will not be a physical meeting andlocation. The notice of Internet availability of proxy materials is first being mailed on or about August 24, 2021 to our stockholders of record entitled to vote in person, may be obtained fromat the Company's Secretary, 54 Cummings Park, Suite 316, Woburn, Massachusetts, 01801.Special Meeting.

SOLICITATION AND REVOCABILITY OF PROXIESWhat matters will be voted on at the Special Meeting?

The enclosed proxy forfour proposals that are to be considered and voted on at the Special Meeting are as follows:

PRELIMINARY PROXY STATEMENT

Who is being solicited by the directors of the Company. If you chooseentitled to vote please mark, date and sign the proxy card, and then return it in the enclosed envelope (no postage is necessary if mailed within the United States). Any person giving a proxy may revoke it at any time prior to the exercise thereof by filing with the Secretary of the Company a written revocation or duly executed proxy bearing a later date. The proxy may also be revoked by a shareholder attending the Special Meeting, withdrawing the proxy and voting in person.Meeting?

The expense of preparing, printing and mailingBoard has fixed the form of proxy and the material used in the solicitation thereof will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by the directors, officers and regular employees of the Company (who will receive no additional compensation therefor) by means of personal interview, telephone or facsimile. It is anticipated that banks, brokerage houses and other institutions, custodians, nominees, fiduciaries or other record holders will be requested to forward the soliciting material to persons for whom they hold shares and to seek authority for the execution of proxies; in such cases, the Company will reimburse such holders for their charges and expenses.

VOTING SECURITIES

The close of business on February 5, 2016 has been fixedAugust 16, 2021 as the record date (the “Record Date”) for a determination of the shareholdersstockholders entitled to notice of, and to vote at, the Special Meeting. On that date we anticipate there were issued and outstanding and entitled to vote 49,004,912

As of the Record Date, the voting power of the Company consisted of 26,349,099 shares of common stock, eachpar value $0.001 per share (the “Common Stock”).

Each holder of whichrecord of Common Stock as of the Record Date is entitled to one vote onfor each Proposal at the Special Meeting.

Pursuantshare held. All stockholders are encouraged to our Articles and bylaws, in addition to Nevada law, the vote of a majority of the shares of common stock issued and outstanding as of the record date will be required to approve an amendment to the Company’s Articles of Incorporation.

The presence, in person or by properly executed proxy, of the holders of shares of common stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting is necessary to constitute a quorum. Holders of shares of common stock represented by a properly signed, dated and returned proxy will be treated as present at the Special Meeting for purposes of determining a quorum. Proxies relating to “street name” shares that are voted by brokers will be counted as shares present for purposes of determining the presence of a quorum, but will not be treated as votes cast at the Special Meeting, as to any proposal as to which the brokers do not have voting instructions and discretion. These missing votes are known as “broker non-votes.”

TABLE OF CONTENTS

ABOUT THIS DOCUMENT

This document, which was filed with the Securities and Exchange Commission (referred to herein as the “SEC”), constitutes a proxy statement of Magnolia Solar Corporation, sometimes referred to herein as “Magnolia Solar,” “MSC,” “we,” “us” or the “Company,” under Section 14(a) of the Securities Exchange Act of 1934, which is referred to herein as the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the Special Meeting of MSC’s stockholders (the “Special Meeting”) to consider and vote upon the proposals referencedfurther described herein.

You should rely only onWhat is the information contained or incorporated by reference in this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference in, this proxy statement. This proxy statement is dated January 29, 2016. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, or that the information incorporated by reference in this proxy statement is accurate as of any date other than the date of such incorporated documents. The mailing of this proxy statement to MSC stockholders will not create any implication to the contrary.

This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such solicitation in such jurisdiction.

SUMMARY TERM SHEET

This summary term sheet highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you. MSC urges you to read carefully the remainder of this proxy statement, including the attached annex, and the other documents to which MSC has referred you because this section does not provide all the information that might be important to you. See also the section entitled “Where You Can Find More Information” beginning on page - 31 -.

Description and Effects of the Merger

On January 29, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EcoArk, Inc., a Delaware corporation that we refer to as EcoArk. Pursuant to the Merger Agreement, EcoArk will merge with and into a subsidiary of the Company created for sole purpose of effectuating this Merger (the “Merger Sub”). EcoArk will be the surviving entity (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence of the Merger Sub shall cease. We refer to this transaction as the Merger. Thus, upon the closing of the Merger Agreement, without limiting the generality of the foregoing, all of the property, rights, privileges, immunities, powers, and franchises of the Merger Sub and EcoArk shall vest in the Surviving Corporation, and all debts, liabilities, and duties of the Merger Sub and EcoArk shall become the debts, liabilities, and duties of the Surviving Corporation.

The Merger will have no effect on the market for the tradability of thedifference between holding shares of common stock of MSC, though the current ticker symbol for its shares is expected to be changed if and when its stockholders approve the change in its name (see Proposal 1). The Merger Agreement is attached asAnnex A to this proxy statement.

MSC and EcoArk expect to complete the Merger in the first quarter of 2016. However, the Merger is subject to certain approvals, including but not limited to all the Charter Proposals, and certain other conditions. As a result, it is possible that factors outside the control of MSC and EcoArk could result in the Merger being completed at a later time, or not at all.

The Parties to the Merger

MSC

Magnolia Solar Corporation

54 Cummings Park, Suite 316

Woburn, MA 01801

Attention: Dr. Ashok K. Sood, Chief Executive Officer and President

Telephone: 1 (781) 497-2900

MSC was incorporated as a Nevada corporation on November 19, 2007. On December 31, 2009, MSC entered into an Agreement of Mergerrecord holder and Plan of Reorganization with Magnolia Solar, Inc., a privately held Delaware corporation (“MSI”), whereby MSC acquired MSI. Following the acquisition of MSI, MSC discontinued its former business and adopted the business of MSI as MSC’s sole line of business.

MSC is principally engaged in the development and commercialization of its nanotechnology-based, high-efficiency, thin-film technology that can be deposited on a variety of substrates, including glass and flexible structures. MSC believes that this technology has the potential to capture a larger part of the solar spectrum to produce high-efficiency solar cells, and incorporates a unique nanostructure-based antireflection coating technology to possibly further increase the solar cell's performance. If these goals are met, there is the potential of significantly reducing the cost per watt. MSC is a development stage company and to date has not generated material revenues or earnings as a result of its activities.beneficial owner?

MAGNOLIA SOLAR ACQUISITION CORPORATION

54 Cummings Park, Suite 316

Woburn, MA 01801

Attention: Dr. Ashok K. Sood, Chief Executive Officer and President

Telephone: 1 (781) 497-2900

Magnolia Solar Acquisition Corporation., a Delaware corporation (the “Merger Sub”), was formed on January 28, 2016 for the sole purposes of consummating the Merger.

ECOARK, INC.

3333 Pinnacle Hills Pkwy

Suite 220

Rogers, AR 72758

Telephone: (479) 259-2977

Founded in 2011, EcoArk, Inc. is an innovative and growth-oriented company developing and deploying intelligent technologies and consumer products in order to meet the demand for sustainable, integrated solutions to contemporary business needs.

EcoArk consists of four subsidiaries and one division which bring together best-in-class technologies, product solutions, and industry professionals to address a 350B dollar market opportunity. The Company’s operations and acquisitions are guided by a sustainability policy emphasizing the “triple bottom line” of social, economic, and environmental responsibility. EcoArk provides recurring revenue, increased profits, and sustainable growth by bringing a comprehensive suite of proprietary, patented products and services to a ready marketplace of thousands of businesses and over 300 million consumers.

EcoArk is comprised of five operating entities – Intelleflex (ZEST software), EcoArk360, Eco3D, Pioneer Products, and the EcoArk Management Company. Collectively, these entities will enable EcoArk to emerge as a leader in big data analytics, tethered data solutions, Zero Waste processes, and global waste reduction.

The Merger Agreement

The Merger Agreement is included asAnnex A hereto. The Board encourages you to read carefully the Merger Agreement in its entirety. It is the principal document governing the Merger and the related transactions.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are answers to some questions that you, as a shareholder of MSC, may have regarding the Charter Proposals and the other matters being considered at the Special Meeting of shareholders of MSC, which is referred to herein as the Special Meeting or the MSC Special Meeting. MSC urges you to read carefully the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Charter Proposals and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

In order to complete the Merger, MSC shareholders must vote to approve the Charter Proposals, and all other conditions to the Merger must be satisfied or waived.

A copy of the Merger Agreement is attached to this proxy statement asAnnex A.

In addition you are also being asked to vote on a proposal to adjourn the MSC Special Meeting, if necessary or appropriate, in the view of the MSC board of directors, to solicit additional proxies in favor of any one or more of the Charter Proposals if there are not sufficient votes at the time of such adjournment to approve any of the Charter Proposals, which is referred to herein as the adjournment proposal.

Shareholders of Record

If your shares of MSC common stock are registered directly in your name with MSC’sthe Company’s transfer agent, IslandPhiladelphia Stock Transfer, Inc., you are the shareholder of record“record holder” of those shares andshares. If you are a record holder, these proxy materials have been mailedprovided directly to you by MSC. Your vote authorizes Yash Puri, as your proxy, with the power to appoint his substitute, to represent and vote your shares as you directed. Please complete, date and sign your proxy card and return it in the postage-paid envelope provided.Company.

Beneficial Owners

If your shares of MSC common stock are held in a stock brokerage account, by a bank broker or other nominee,holder of record, you are considered the beneficial owner“beneficial owner” of those shares held in “street name.” If your shares are held in street name, and these proxy materials are beinghave been forwarded to you by your bank, broker or nominee that is considered the holder of record of those shares.organization. As the beneficial owner, you have the right to directinstruct this organization on how to vote your shares.

Who may attend the Special Meeting and how do I attend?

Record holders and beneficial owners may attend the Special Meeting. The Special Meeting will be held entirely online via live webcast.

Set forth below is a summary of the information you need to attend the virtual Special Meeting:

Stockholders may vote electronically and submit questions online while attending the virtual Special Meeting.

How do I vote?

Record Holder

If you vote by Internet or phone, please DO NOT mail your proxy card.

Beneficial Owner (Holding Shares in Street Name)

If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please be ready to demonstrate proof of your beneficial ownership as of the Record Date (such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, broker, trustee or nominee, or other similar evidence of ownership) and a legal proxy from your nominee authorizing you to vote your shares.

What constitutes a quorum?

To carry on the business of the Special Meeting, we must have a quorum. Pursuant to our bylaws, as amended by the Board on August __, 2021, a quorum is present when the holders of at least one-third of the voting power, as of the Record Date, are represented in person or by proxy.

Shares owned by the Company are not considered outstanding or considered to be present at the Special Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum.

What happens if the Company is unable to obtain a quorum?

If a quorum is not present to transact business at the Special Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit solicitation of proxies.

Which proposals are considered “Routine” or “Non-Routine”?

Proposals 1 and 4 are “routine” proposals. Proposals 2 and 3 are “non-routine.”

What is a “broker non-vote”?

If your shares are held in street name, you must instruct the organization which holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the proposals submitted to a vote at the Special Meeting.

If you are a stockholder of record, and you sign and return a proxy card. Your bank, broker, trustee or nomineecard without giving specific voting instructions, the proxy holders will send you instructionsvote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for votinga vote at the Special Meeting. If your shares. Please note that you may not vote shares are held in street name by returning aand you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card directly to MSC or by voting in person at the Special Meeting unless youbut do not provide a “legal proxy,” which you must obtain frominstructions on how your broker bank or nominee. Further, brokers, banks and nominees who holdshould vote, your broker will vote your shares of MSC common stockas recommended by the Board on your behalf may not give a proxy to MSC to vote those shares without specific instructions from you.any non-routine matter.

For a discussion of the rules regarding the voting of shares held by beneficial owners, please see the question below entitled “If I am a beneficial owner of shares of MSC common stock, what happens if I don’t provide voting instructions? What is discretionary voting? What is a broker non-vote?”

How many votes are needed for each proposal to pass?

Approval of the adjournment proposal requiresUnder Nevada law, the affirmative vote of the holders of a majority of the voting power is required to approve an amendment to the Articles of Incorporation to increase the authorized Common Stock (Proposal 1).

Under our bylaws, the votes cast “FOR” must exceed the votes cast “AGAINST” the increase in the number of shares of MSC commonCommon Stock authorized for issuance under the 2017 Plan (Proposal 2).

Under our bylaws, the votes cast “FOR” must exceed the votes cast “AGAINST” the exchange of stock presentoptions for restricted stock units (Proposal 3).

Under our bylaws, the votes cast “FOR” must exceed the votes cast “AGAINST” the adjournment of the Special Meeting (Proposal 4).

Is broker discretionary voting allowed and what is the effect of broker non-votes?

What is the effect of abstentions?

What are the voting procedures?

You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the day of the Special Meeting by giving written notice to the Corporate Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the Special Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

Who is paying the expenses involved in preparing and mailing this proxy statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or representedin person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We have retained Innisfree M&A Incorporated to assist in proxy solicitation for a fee of $15,000 and $5.50 for each telephone contact plus expenses.

Could other matters be decided at the Special Meeting?

Other than the items of business described in this Proxy Statement, no other matters will be presented for action by the stockholders at the Special Meeting.

What is “householding” and how does it affect me?

We expect that your broker will have discretionary authority to vote your shares on the adjournment proposal, based on this proposal being a routine matter, but not on any of the Charter Proposals, all of which are non-routine matters. Brokers holding shares beneficially owned by their clients no longerRecord holders who have the abilitysame address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to cast votescontinue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with respectwhom you share an address, receive multiple copies of these proxy materials, or if you hold the Company’s Common Stock in more than one account, and in either case you wish to non-routine matters unless they have received instructions fromreceive only a single copy of each of these documents for your household, please contact the beneficial ownerCompany’s Corporate Secretary at: Ecoark Holdings, Inc., 303 Pearl Parkway Suite 200, San Antonio, TX 78215, Attention: Corporate Secretary.

If you participate in householding and wish to receive a separate copy of the shares. As a result,these proxy materials, or if you do not provide specific voting instructionswish to your record holder, that record holder will not be ablecontinue to vote on any proposal butparticipate in householding and prefer to receive separate copies of these documents in the adjournment proposal. It is therefore important that you provide voting instructions to your broker if your shares are held by a broker so that your vote with respect to all proposals butfuture, please contact the adjournment proposal.Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I have dissenters’ (appraisal) rights?

Dissenters’ or appraisal rights are not available to the Company’s stockholders with any of the proposals brought before the Special Meeting.

The Board Recommends that THE STOCKholders Vote “FOR” Proposals 1, 2, 3 AND 4.

PROPOSAL 1. APPROVAL OF AN AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK

The Board has approved, and is asking stockholders to approve a proposed amendment to the Articles of Incorporation of the Company (the “Articles Amendment”) to increase the number of shares of Common Stock the Company is authorized to issue from 30,000,000 to 40,000,000 shares (the “Authorized Capital Increase”).

Background and Reasons for the Authorized Capital Increase and the Articles Amendment

If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Secretary of MSC, as specified in this proxy statement, no later thanState of Nevada, and an amendment to the beginning of2017 Plan (Proposal 2) is also approved by the stockholders at the Special Meeting. If yourMeeting, we will have a total of 40,000,000 authorized shares are held in street name by your broker, bank or nominee, you should contact them to change your vote.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSof Common Stock, with approximately 26,349,099 shares of Common Stock outstanding, and approximately 8,043,976 shares reserved for issuance, leaving a balance of 18,305,123 shares of common stock authorized and not reserved for any specific purpose.

This proxy statement and the documents incorporated by reference in this proxy statement contain “forward-looking statements.” These statements may be made directly in this proxy statement or may be incorporated in this proxy statement by reference to other documents and may include statements for periods following the Merger. Forward-looking statements are all statements other than statements of historical facts, such as those statements regarding general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions and/or statements that are not historical facts are intended to identify those assertions as forward-looking statements. Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The underlying expected actions or the Company’s results of operations involve risks and uncertainties, many of which are outside the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward-looking statements ultimately prove to be correct. These forward-looking statements speak only as of the date on which the statements were made and the Company undertakes no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events or otherwise, except as required by law.

In addition to other factors and matters contained or incorporated in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

MSC cautions readers that forward-looking statements are not guarantees of future performance or exploration and development success, and its future financial results may differ materially from those anticipated, projected or assumed in the forward-looking statements. In addition to those items set forth above, important factors that may cause MSC’s actual results to differ materially from those anticipated by the forward-looking statements include, but are not limited to, those factors described in Part I, Item 1A. “Risk Factors” included in MSC’s annual report on Form 10-K for the year ended December 31, 2014, as updated by MSC’s subsequent filings with the SEC. The risks and uncertainties identified in this proxy statement should be read in conjunction with the other information in this proxy statement and MSC’s other filings with the SEC. The forward-looking statements included in this proxy statement are made only as of the date of this proxy statement and MSC undertakes no obligation to update any forward-looking statements except as required by law.

SPECIAL FACTORS

Description and Effects of the MergerProposed Articles Amendment

Pursuant to

If the Merger Agreement, EcoArkArticles Amendment is approved, the number of authorized shares of Common Stock will merge into a subsidiarybe 40,000,000. The total number of authorized shares of the Company created for sole purpose of effectuating this Merger (the “Merger Sub”). EcoArk will be 45,000,000, consisting of 40,000,000 authorized shares of Common Stock and 5,000,000 authorized shares of preferred stock. The Articles Amendment will not change the surviving entity (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence of the Merger Sub shall cease. We refer to this transaction as the Merger. Thus, upon the closing of the Merger Agreement, without limiting the generality of the foregoing, all of the property, rights, privileges, immunities, powers, and franchises of the Merger Sub and EcoArk shall vest in the Surviving Corporation, and all debts, liabilities, and duties of the Merger Sub and EcoArk shall become the debts, liabilities, and duties of the Surviving Corporation.

The Merger will have no effect on the market for the tradabilitypar value of the shares of common stockthe Common Stock, affect the number of MSC, thoughshares of Common Stock outstanding or the current ticker symbolrights or privileges of holders of shares of the Common Stock or have any effect on any outstanding securities, including outstanding equity awards, that are exercisable, convertible or exchangeable for its shares of Common Stock, except that when the Warrants and Placement Agent Warrants are exercised the existing stockholders will experience dilution.

A form of the Articles Amendment that would be filed with the Nevada Secretary of State to effect the Authorized Capital Increase is expected to be changed if and when itsset forth in Annex A. If the stockholders approve the change in its name (see Proposal 1). Additionally, the Financial Industry Regulatory Authority (“FINRA”) will also need to approve the transaction. The Merger Agreement is attached asAnnex A to this proxy statement.

MSC and EcoArk expect to complete the Merger in the first quarter of 2016. However, the Merger is subject to certain approvals, including but not limited to all the Proposals, and certain other conditions. As a result, it is possible that factors outside the control of MSC and EcoArk could result in the Merger being completed at a later time, or not at all.

Background of the Merger

The following is a discussion of the Merger, including the process undertaken byArticles Amendment, the Company and the board of directors in identifying and determining whetherintends to engage in the proposed transaction. This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement asAnnex A. You should read the entire Merger Agreement carefully asfile it is the legal document that governs the Merger.

On January 29, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EcoArk, Inc., a Delaware corporation that we refer to as EcoArk. Pursuant to the Merger Agreement, EcoArk will merge with and into Magnolia Solar Acquisition Corporation, a wholly-owned Delaware subsidiary corporation of the Company created for sole purpose of effectuating this Merger (“Magnolia Solar Acquisition” or the “Merger Sub”). EcoArk will be the surviving entity (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence of the Merger Sub shall cease. We refer to this transaction as the Merger. Thus, upon the closing of the Merger Agreement, without limiting the generality of the foregoing, all of the property, rights, privileges, immunities, powers, and franchises of the Merger Sub and EcoArk shall vest in the Surviving Corporation, and all debts, liabilities, and duties of the Merger Sub and EcoArk shall become the debts, liabilities, and duties of the Surviving Corporation.

The Merger will have no effect on the market for the tradability of the shares of common stock of MSC, though the current ticker symbol for its shares is expected to be changed if and when its stockholders approve the change in its name (see Proposal 1). The Merger Agreement is attached asAnnex A to this proxy statement.

MSC and EcoArk expect to complete the Merger in the first quarter of 2016. However, the Merger is subject to certain approvals, including but not limited to all the Charter Proposals, and certain other conditions. As a result, it is possible that factors outside the control of MSC and EcoArk could result in the Merger being completed at a later time, or not at all.

MSC’s Reasons for the Charter Proposals and the Merger, and the Recommendation of the Board of Directors

MSC believes that the Merger with EcoArk will provide access to new markets that have a potential of significant growth in the future. The Board of Directors has unanimously voted in favor of the Merger.

Accounting Treatment

MSC prepares its financial statements in accordance with GAAP. The Merger will be accounted for using the acquisition method of accounting with EcoArk treated as the acquirer of Magnolia Solar Acquisition for accounting purposes. Under the acquisition method of accounting assets acquired and liabilities assumed will be recorded as of the acquisition date, at their respective fair values and added to those of EcoArk.

Regulatory Approvals Required for the Merger

The Merger does not require the filing of a notification and report form under the Hart–Scott–Rodino Antitrust Improvements Act.

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached asAnnex A, and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement and described in this summary. The representations, warranties and covenants were qualified and subject to important limitations agreed to by the parties to the Merger Agreement in connection with negotiating the termsNevada Secretary of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by Company to EcoArk, which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information affecting a representation or warranty may not have been included in this proxy statement.

In reviewing the Merger Agreement, please remember that it is included to provide you with information regarding its terms and conditions. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, made as of specific dates. These representations and warranties were made solely for the benefit of the other parties to the Merger Agreement and:

• were not intended to be treated as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate; and

• have been qualified in the Merger Agreement by reference to certain disclosures contained in separate disclosure letters delivered by the parties to each other and in certain SEC filings made by MSC.

Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone as characterizations of the actual state of facts about the Company or EcoArk, but instead should be read together with the information provided elsewhere in this proxy statement and in the other documents incorporated by reference herein. For information regarding the Company, see the sections entitled “Important Information Regarding the Company” and “Where You Can Find More Information.”

The Merger

Pursuant to the Merger Agreement, EcoArk will merge into a subsidiary of the Company created for sole purpose of effectuating this Merger (the “Merger Sub”). EcoArk will be the surviving entity (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence of the Merger Sub shall cease. We refer to this transaction as the Merger. Thus, upon the closing of the Merger Agreement, without limiting the generality of the foregoing, all of the property, rights, privileges, immunities, powers, and franchises of the Merger Sub and EcoArk shall vest in the Surviving Corporation, and all debts, liabilities, and duties of the Merger Sub and EcoArk shall become the debts, liabilities, and duties of the Surviving Corporation.

Prior the effective time, the articles of incorporation of MSC shall be amended in accordance with the Charter Proposals described herein, provided that such Charter Proposals are approved at the MSC Special Meeting, until amended in accordance with their terms or by applicable law.

Closing and Effective Time of the Merger

The Closing of the Merger will take place as soon as reasonably practicable after the date on which the conditions to closing of the Merger (described in “Conditions to the Completion of the Merger” below) have been satisfied or waived (other than the conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), unless another date is agreed to in writing by the parties to the Merger Agreement.

At the Effective Time, which shall occurState as soon as practicable afterfollowing the Closing, MSC shall cause to be filed Articles of Merger with the State of Delaware.

MSC Stockholder Approval

The Company’s stockholders are not being asked to vote on the Merger Agreement as such approval is not necessary. However, approval of the Charter Proposals is a condition of closing of the Merger Agreement. For additional information regarding the Proposals to be considered at the MSC Special Meeting, and the applicable vote requirements, seeArticles Amendment will be effective upon such filing.

Potential Adverse Effects of the sections entitled “The Special Meeting” beginningAmendment

Other than discussed above in this Proposal 1, the Company currently has no plans to issue any additional shares of Common Stock following the filing and effectiveness of the Articles Amendment. The Authorized Capital Increase alone will not have any immediate dilutive effect on page- 15 -and “Proposals to be Consideredthe proportionate voting power or other rights of the Company’s existing stockholders. However, any issuance of Common Stock upon exercise of the Warrants and the Placement Agent Warrants or otherwise at the Special Meeting” beginning on page- 17 -.direction of the Board in the future, generally without obtaining stockholder approval (unless specifically required by applicable law or the listing rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”)) may, among other things, result in dilution to our stockholders at the time such additional shares are issued.

Representations and Warranties

The Merger Agreement contains representations and warranties made by MSC, onAdditionally, an increase in the one hand, and EcoArk, on the other hand,number of authorized shares of Common Stock may make it more difficult to, each other as of specific dates. The statements embodied in representations and warranties made were for purposesor discourage an attempt to, obtain control of the Merger Agreement and are subject to qualifications and limitations agreed toCompany by the parties in connection with negotiating the terms of the Merger Agreement. In addition, some of those representations and warranties made asmeans of a specific date may be subject to a contractual standard of materiality different fromtakeover bid that generally applicable to stockholders or may have been used foris not in the purpose of allocating risk betweenBoard’s determination in the parties to the Merger Agreement rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.

The representations and warranties made by the Company to EcoArk include representations and warranties relating to, among other things:

The representations and warranties made by EcoArk to the Company include representations and warranties relating to, among other things:

Pre-Closing Covenants

The Merger Agreement contains certain pre-closing covenants between the parties to the Merger Agreement relating to, among other things:

Conditions to the Completion of the Merger

The obligation of EcoArk to consummate the Merger is subject to the satisfaction or waiver of the following further conditions:

The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver of the following further conditions:

Termination

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:

Expenses

The Companyshall pay for all costs and termination expenses incurred by itself in negotiating and preparing the Merger Agreement and in closing and carrying out the transactions contemplated by the Merger Agreement.

THE SPECIAL MEETING

Date, Time and Place

The Special Meeting is scheduled to be held at 9 a.m., local time on February 22, 2016 at the corporate offices of the Company, located at 54 Cummings Park, Suite 316, Woburn, MA, 01801.

Purpose of the Special Meeting

The Special Meeting of the Company’s stockholders is being held:

We refer to these five proposals as the “Proposals.”

Recommendations of the Board of Directors of the Magnolia Solar Corporation

The board of directors of the Company has determinedhave any interest in this Proposal 1, except that the Proposals are fair to, advisableofficers and directors have in the best interests ofpast received, non-employee directors will, and the Companyother officers and its stockholders.directors may, in the future receive equity awards as compensation for their services, and Peter Mehring will receive 63,998 restricted stock units if this Proposal 1 and Proposal 2 are approved.

Record Date; Stock Entitled to Vote

Only holders of record of shares of our common stock at the close of business on February 5, 2016 are entitled to notice of, and to vote at, the Special Meeting and at an adjournment of the meeting. The Company refers to this date as the record date for the Special Meeting. Required

As of February 5, 2016, the record date, the directors and executive officers of the Company as a group owned and were entitled to vote 16,400,000 shares of the common stock of the Company, representing approximately 33.47% of the outstanding shares of our common stock on that date. The Company currently expects that its directors and executive officers will vote their shares in favor of the Proposals, but none of the Company’s directors or executive officers have entered into any agreement obligating them to do so.

Quorum

A quorum is necessary to hold a valid Special Meeting. A quorum will be present at the Special Meeting if the holders of a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting are present, in person or by proxy. If a quorum is not present at the Special Meeting, the Company expects the presiding officer to adjourn the Special Meeting in order to solicit additional proxies. Abstentions will be counted as present for purposes of determining whether a quorum is present.

Required Vote

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

Abstentions, Failuresvoting power is required to Voteapprove the Authorized Capital Increase and Broker Non-Votes

Your failurethe Articles Amendment. An abstention with respect to votethis Proposal 1 will have the same effect as a vote against each of“Against” the Proposals. Your abstention from voting will have the same effect as a vote against each of the Proposals. A broker non-vote will have the same effect as a vote against each of the Proposals. Because none of the Proposals being voted upon at the Special Meeting are of the nature that brokers have discretionary authority to vote on, the Company does not expect any broker non-votes on any of the Proposals.

Voting at the Special Meeting

Whether or not you plan to attend the Special Meeting, please promptly submit your voting instructions to vote your shares of common stock by proxy to ensure your shares are represented at the meeting. You may also vote in person at the Special Meeting.proposal.

Voting in Person

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. Please note, however, that if your shares of common stock are held in street name, which means your shares of common stock are held of record by a broker, bank or nominee, and you wish to vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the record holder (your broker, bank or nominee) of the shares of common stock authorizing you to vote at the Special Meeting.

Voting by Proxy

You should submit your voting instructions to vote your shares of common stock by proxy even if you plan to attend the Special Meeting. You can always change your vote at the Special Meeting.

Your enclosed proxy card includes specific instructions for submitting your voting instructions for your shares of common stock. When the accompanying proxy is returned properly executed, the shares of common stock represented by it will be voted at the Special Meeting or any adjournment thereof in accordance with the instructions contained in the proxy.

If you return your signed proxy card without indicating how you want your shares of common stock to be voted with regard to a particular Proposal, your shares of common stock will be voted in favor of each such Proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares of common stock are held in an account with a broker, bank or other nominee, you have received a separate voting instruction card in lieu of a proxy card and you must follow those instructions in order to submit your voting instructions.THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 1.

Revocation of Proxies or Voting Instructions

You have the power to revoke your proxy at any time before your proxy is voted at the Special Meeting. You can revoke your proxy or voting instructions in one of four ways:

If you choose either of the first two methods, your notice of revocation or your new proxy must be received by the Company’s Secretary at 54 Cummings Park, Suite 316, Woburn, MA, 01801 no later than the beginning of the Meeting.

Solicitation of Proxies

The cost of proxy solicitation for the Special Meeting will be borne by the Company. This proxy solicitation is being made by the Company on behalf of the Company’s board of directors. In addition to the use of the mail, proxies may be solicited by executive officers and directors and regular employees of the Company, without additional remuneration, by personal interview, facsimile or otherwise.

Adjournments and Postponements

Only stockholders of record at the close of business on February 5, 2016 are entitled to receive notice of and to vote at the Special Meeting or any adjournments or postponements thereof. Whether or not you expect to attend the Special Meeting, we encourage you to vote your shares as soon as possible. Please sign, date and mail the included proxy card in the envelope provided. It is important that your shares be represented at the Special Meeting, whether your holdings are large or small.

PROPOSALSPROPOSAL 2. APPROVAL OF AN AMENDMENT TO BE CONSIDERED AT THE SPECIAL MEETING

The following Proposals will be considered and voted upon at the Special Meeting:

·The Change in the Company’s Name (Item 1 on the Proxy Card)

·Approval of a Reverse Stock Split (Item 2 on the Proxy Card)

·The Increase in the Company’s Authorized Common Stock (Item 3 on the Proxy Card)

·The Creation of Blank Check Preferred Stock (Item 4 on the Proxy Card)

·The Adjournment (Item 5 on the Proxy Card)

Each Proposal is described in greater detail below.

PROPOSAL NO. 1

THE CHANGE IN THE COMPANY’S NAME2017 OMNIBUS INCENTIVE PLAN

The Company intends to change its name to EcoArk Holdings, Inc. (the “Name Change”) by filing an amendment to its Articles of Incorporation (the “Articles”) with the Nevada Secretary of State. TheOur Board of Directors of the Company has approved the Name Change and is presently seeking stockholder approval thereof.asking the stockholders to approve an increase in the number of shares of Common Stock authorized for issuance under the 2017 Plan from 800,000 to 1,300,000 shares (the “Plan Amendment”).

The Board originally adopted the 2017 Plan in 2017 and the stockholders approved the 2017 Plan on June 13, 2017. The 2017 Plan provides for the grant of Directors believesincentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights (“SARs”), and performance shares or units and other awards. Awards may be granted under the Name Change will be in2017 Plan to our best interests asemployees, directors and consultants.

Overview and Purpose of the new name better reflects our long-term strategy and identity in that we have entered intoStockholder Approval

In order to allow the Merger Agreement. WhileCompany to responsibly address its future equity compensation needs, the “Magnolia Solar Corporation” name has served us over time, our management believes this opportunity presented the right timing to change our name. Our management also believesCompany is requesting that the new name effectively conveysstockholders approve the Plan Amendment, which will authorize an additional 500,000 shares for issuance under the 2017 Plan, thus increasing the total number of shares authorized for issuance under the 2017 Plan to 1,300,000 shares. Having a sufficient number of shares under the 2017 Plan is critical to our business direction.ability to continue to attract, retain, engage and focus highly motivated and qualified employees and directors. A copy of the Plan Amendment is attached to this Proxy Statement as Annex B.

No Appraisal Rights

Under Nevada lawInterest of Officers and our charter documents, holders of our common stock are not entitledDirectors in Matters to dissenter’s rights of appraisal rights with respect to the Name Change.Be Acted Upon

NumberNone of Votesthe officers or directors of the Company have any interest in this Proposal 2, except that officers and directors have in the past received, non-employee directors will, and the other officers and directors may, in the future receive equity awards as compensation for their services under the 2017 Plan, and Peter Mehring will receive 63,998 restricted stock units under the 2017 Plan. See “Proposal 3. Approval of Issuance of Restricted Stock Units in Exchange for Cancellation of Stock Options” for further information. The increase in available shares permitted the Company to raise a material amount of additional gross proceeds from the registered direct offering completed on August 6, 2021, enhancing the Company’s working capital position.

Vote Required

The affirmative vote of a majority of all shares entitledthe votes cast for or against this Proposal 2 is required to vote thereon shallapprove the Plan Amendment. Abstentions will not be required for approval ofconsidered as votes cast under the proposed amendment to the Articles. Since abstentionsCompany’s bylaws, and broker non-votes are not affirmative votes, theyaccordingly will have no effect on the effectoutcome of votes against the Name Change.this Proposal 2.

THE BOARD RECOMMENDS THAT YOUTHE STOCKHOLDERS VOTE “FOR” THE“FOR” THIS PROPOSAL TO APPROVE THE NAME CHANGE.2.

Description of the 2017 Plan

Summarized below are the principal features of the 2017 Plan. The below summary is qualified in its entirety by reference to the full text of the 2017 Plan.

Background

The objectives of the 2017 Plan are to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and align the personal interests of participants with those of the Company’s stockholders.

Administration and Eligibility

The 2017 Plan is administered by the Compensation Committee of the Board or such other committee as the Board may select (the “Committee”).

PROPOSAL NO. 2:Awards that may be granted under the 2017 Plan include restricted stock, restricted stock units, options, performance shares, performance units, SARs, and the persons eligible to participate in the 2017 Plan include employees, officers, directors, and consultants.

APPROVAL OF A REVERSE STOCK SPLIT

Shareholders are being askedPursuant to approve,the 2017 Plan, the Committee has the authority, in its sole discretion, subject to final actioncertain limitations, to identify the individuals entitled to receive awards, determine the size and type of individual awards, and determine the terms of the Boardawards in a manner consistent with the 2017 Plan. As of Directors, a proposed amendmentthe Record Date, we had 44 employees, five directors (two of whom are employees) and four consultants who are eligible to receive awards under the 2017 Plan. On August 16, 2021, the last reported sale price of our ArticlesCommon Stock on The Nasdaq Capital Market was $4.43 per share.

Limitation on Awards

Pursuant to the 2017 Plan, the number of Incorporation undershares subject to restricted stock awards, restricted stock units, options, SARs and performance shares, that can be granted to any one participant in any one fiscal year may not exceed 80,000 shares, and the aggregate compensation that can be paid pursuant to performance units or other awards granted to any one participant in any one fiscal year may not exceed $1,000,000 or a number of shares having an aggregate fair market value of $1,000,000.

Restricted Stock Awards

A restricted stock award gives the recipient a stock award subject to restriction on sale. The Committee determines the terms and conditions of restricted stock awards, including the number of shares of restricted stock granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services. Unless otherwise determined by the CompanyCommittee and/or provided in the award agreement, the holder of a restricted stock award generally will effecthave the rights of a 1-for-250 Reverse Stock Split (the “Reverse Split”)stockholder from the date of grant of the issued and outstandingaward, including the right to vote the shares of Common Stock of the Company, such that shareholders of record who hold fewer than 250 shares will have such shares cancelled and converted into the right to receive $0.03cash dividends and share and property distributions on the shares.

Restricted Stock Units

A restricted stock unit gives a recipient the right to receive a number of shares of our Common Stock on the applicable vesting or other dates. Delivery of the shares of Common Stock may be deferred beyond vesting as determined by the Committee. The Committee determines the terms and conditions of restricted stock units, including the number of units granted, and conditions for each sharevesting that must be satisfied, which may be based principally or solely on continued provision of services. The holder of a restricted stock unit award will not have voting rights with respect to the award and possess no incidents of ownership with respect to the underlying Common Stock.

Stock Options

The Committee may grant either incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code (the “Code”), or non-qualified stock options. A stock option entitles the recipient to purchase a specified number of shares of Common Stock at a fixed price subject to terms and conditions set by the Committee, including conditions for exercise that must be satisfied, which typically are based solely on continued employment or service. The purchase price of shares of Common Stock covered by a stock option cannot be less than 100% of the fair market value of the Common Stock on the date of the grant. Additionally, the 2017 Plan provides that no incentive stock options granted to a participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock held of record priorthe Company or any subsidiary shall have an exercise price that is less than 110% of the fair market value of Common Stock on the date of the grant. Fair market value of the Common Stock is generally equal to the Reverseclosing price for the Common Stock Split. on the trading date the option is granted.

The textoption exercise price may be paid in cash or its equivalent, by tendering shares of Common Stock or directing the Company to withhold shares having an aggregate fair market value at the time of exercise equal to the exercise price, by broker-assisted cashless exercise, or in any other manner then permitted by the Committee, or by a combination of any of the proposed amendment to effect the Reverse Split is set forthpermitted methods.

Performance Awards

The 2017 Plan provides for performance based awards, in the form of either performance shares or performance units, which are earned upon achievement of objective performance targets relative to certain performance measures. The terms and conditions of any performance-based awards granted under the proposed Certificate2017 Plan are set forth in award agreements which contain provisions determined by the Committee and cannot be inconsistent with the 2017 Plan. The performance criteria to be achieved during any performance period and the length of Amendmentthe performance period is determined by the Committee.

SARs

An SAR entitles the holder to receive, as designated by the Committee, cash or shares of Common Stock, having a value equal to the Articlesexcess of Incorporation attachedthe fair market value of a specified number of shares of Common Stock at the time of exercise over the exercise price established by the Committee. Pursuant to this proxy statement as Exhibit A.the 2017 Plan, the Committee may grant freestanding SARs, tandem SARs, or any combination of these forms of SAR.

The Reverse Splitgrant price of each SAR granted under the 2017 Plan is intendedestablished by the Committee at the time the SAR is granted, provided such price shall not be less than, in case of freestanding SARs, 100% of the fair market value of Common Stock on the grant date, and the exercise price of the related option in case of tandem SARs. Shares of Common Stock delivered pursuant to take effect,the exercise of a SAR shall be subject to Shareholder approvalsuch conditions, restrictions and subsequent final action by our Board of Directors, oncontingencies as the dateCommittee may establish in the Company files the proposed Articles of Amendment with the Secretary of State of the State of Nevada, or on any later date that the Company may specify in such Articles of Amendment. Our Board of Directors has retained authority to determine whether and when to file the proposed Articles of Amendment to effect the Reverse Split, notwithstanding the authorization of the Reverse Split by our shareholders. We presently anticipate that the effect time of the Reverse Split will occur on or around February 23, 2016, subject to shareholder approval and final action by the Board of Directors.applicable award agreement.

FollowingTerm, Termination and Amendment

No award may be granted under the 2017 Plan after June 12, 2027, the day immediately preceding the 10th anniversary of the effective date of the Reverse Split, transmittal materials2017 Plan, or such earlier date as the Board shall determine. The 2017 Plan will remain in effect with respect to outstanding awards until no awards remain outstanding. The Board may at any time, and from time to time, amend, suspend or terminate the 2017 Plan. However, no amendment shall be senteffected unless approved by the stockholders of the Company to those shareholders entitledthe extent that stockholder approval is necessary to satisfy applicable law or the rules of The Nasdaq Stock Market LLC, which is the securities exchange on which our Common Stock is listed, or in general with respect to an increase in the shares authorized under the 2017 Plan. No award may be granted under the 2017 Plan once it is terminated. Termination of the 2017 Plan shall not impair rights or obligations under any award granted while the 2017 Plan is in effect, except with the written consent of the grantee. Further, no such amendment may adversely affect the rights of recipients of outstanding awards under the 2017 Plan without such recipient’s consent.

The Committee may at any time, and from time to time, amend the terms of any one or more awards; provided, that the rights of the grantee under the award shall not be impaired by any such amendment, except with the consent of the grantee.

Forfeiture

The Committee may condition the grant, vesting, exercisability and other terms of the awards granted under the 2017 Plan on compliance by the participant with specified conditions relating to non-competition, confidentiality of information relating to or possessed by the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and its officers, directors and affiliates, and other restrictions upon or covenants of the participant, including during specified periods following termination of employment with or service for the Company and/or a subsidiary. All vested or unvested awards may be forfeited in the event that the recipient does not comply with such conditions.

Adjustments upon Changes in Capitalization

In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash payment thatdividend, the Committee shall make an equitable adjustment (i) in the number and kind of shares authorized for issuance under the 2017 Plan, (ii) in the individual limitations, and (iii) in the number and kind of shares subject to outstanding awards, the exercise price, grant price or other price of shares subject to outstanding awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Committee may, in its sole discretion, make an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights.

Federal Income Tax Consequences

The following is a brief summary of the principal U.S. federal income tax consequences with respect to awards granted under the 2017 Plan.

Restricted Stock Awards

The recipient of a restricted stock award does not have taxable income upon receipt of the award. When the restricted stock award is vested, the recipient will describe howrecognize ordinary income in an amount equal to turn in theirthe difference of the fair market value of the shares on the date of vesting and the amount paid for such restricted stock, certificates and receiveif any.

Upon the cash payments. Those shareholdersvesting of a restricted stock award, the Company will be entitled to a cash payment should not turncorresponding income tax deduction in theirthe tax year in which the restricted stock certificates at this time.award vested.

No Appraisal RightsThe recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the shares are granted an amount equal to the excess of (i) the fair market value of the shares on the date of issuance, over (ii) the purchase price, if any, paid for the shares. If the Section 83(b) election is made, the recipient will not realize any additional taxable income when the shares become vested.

Under Nevada law

Restricted Stock Units

A recipient will not recognize taxable income upon the grant of a restricted stock unit, and our charter documents, holders of our common stock arethe Company will not be entitled to dissenter’s rights of appraisal rights with respecta deduction, until the underlying shares are issued to the Reverse Split.recipient, generally at the end of the vesting period. At the time of transfer, the recipient will recognize ordinary income equal to the value of the shares of Common Stock and/or cash. The Company will be entitled to a deduction equal to the income recognized by the recipient. The subsequent disposition of shares acquired pursuant to a restricted stock unit award will result in capital gain or loss (based upon the difference between the price received upon disposition and the recipient’s basis in those shares).

NumberStock Options

The recipient does not recognize any taxable income as a result of Votesa grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the recipient will recognize ordinary income in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. When the shares are sold, any difference between the sale price and the fair market value of the shares on the date of exercise will generally be treated as long term or short term capital gain or loss, depending on whether the stock was held for more than one year. Upon the exercise of a non-qualified stock option, the Company will be entitled to a corresponding income tax deduction in the tax year in which the option was exercised.

Upon exercising an incentive stock option, the excess of the fair market value of the shares of Common Stock acquired over the option exercise price will be an item of tax preference to the participant, which may be subject to an alternative minimum tax for the year of exercise. If no disposition of the shares is made within two years from the date of the grant or within one year after the transfer of the shares to the participant, the participant does not realize taxable income as a result of exercising the incentive stock option; the tax basis of the shares received for capital gain treatment is the option exercise price; any gain or loss realized on the sale of the shares is long-term capital gain or loss. If the recipient disposes of the shares within the two-year or one-year periods referred to above, the recipient will realize ordinary income at that time in an amount equal to the excess of the fair market value of the shares at the time of exercise (or the net proceeds of disposition, if less) over the option exercise price. For capital gain treatment on such a disposition, the tax basis of the shares will be their fair market value at the time of exercise.

Performance Awards

A recipient will not recognize taxable income upon the grant of a performance award, and the Company will not be entitled to a deduction, until the award has vested and, in case of performance units, the underlying shares are issued or cash is delivered to the recipient. Upon vesting of the performance award, the recipient will recognize ordinary income equal to the value of the shares of Common Stock and/or cash. The Company will be entitled to a deduction equal to the income recognized by the recipient. The subsequent disposition of shares acquired pursuant to a performance award will result in capital gain or loss (based upon the difference between the price received upon disposition and the recipient’s basis in those shares).

SARs

A recipient does not recognize any taxable income upon the receipt of an SAR. Upon the exercise of an SAR, the recipient will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of Common Stock on the exercise date over the exercise price.

Upon the exercise of an SAR, the Company is entitled to a corresponding income tax deduction in the tax year in which the SAR is exercised.

Restrictions on Transfer

None of the awards granted under the 2017 Plan are transferable other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined in the Code; provided, that the Committee may in its discretion permit the transfer of an award to a recipient’s family members or to one or more trusts established for the benefit of such family members.

New Plan Benefits

Except as disclosed in the table and footnotes below, awards under the 2017 Plan, as amended, will be granted in such amounts and to such individuals entitled to participate in the 2017 Plan, as determined by the Committee in its sole discretion. Therefore, except as specified below, the benefits or amounts that will be received by employees, officers, directors and consultants under the 2017 Plan are currently not determinable.