AQUA METALS, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAqua Metals, Inc. • June 5th, 2020 • Secondary smelting & refining of nonferrous metals • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2023 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2023 by and between Aqua Metals, Inc., a Delaware corporation (the “Company”), and Yulho Co., Ltd., a company organized under the laws of the Republic of Korea (the “Purchaser”). The above parties are referred to herein together as the “Parties,” and individually as a “Party.”
AQUA METALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
The undersigned, Aqua Metals, Inc., a company formed under the laws of the Delaware (“Company”), hereby confirms its agreement with National Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of May, 2016 (the “Closing Date”) by and among Aqua Metals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Stock Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
11,000,000 Shares AQUA METALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2019 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
Aqua Metals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 11,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,650,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
ContractUnderwriter Warrant • January 17th, 2019 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Form of] AQUA METALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is effective as of May 5, 2015, by and between Aqua Metals, Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
AQUA METALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT is entered into effective as of January 1st, 2015 between AQUA METALS, INC., a Delaware corporation, and (“Company”), and Selwyn Mould (“Employee”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • February 17th, 2021 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of February 15, 2021, by and among LINICO Corporation, a Nevada corporation (the “Company”) Comstock Mining Inc., a Nevada corporation (“CMI”), and Aqua Metals, Inc., a Delaware corporation (“AQMS” together with CMI each a “Investor” and together the “Investors”) as listed on Exhibit A.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2024 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is entered into effective as of August 7, 2023 between AQUA METALS, INC., a Delaware corporation (“Company”) and Stephen Cotton (“Employee”) (collectively, the “Parties,” and individually, a “Party”), and constitutes an amendment and restatement to that certain Executive Employment Agreement dated May 2, 2018, by and between the Company and Employee, as amended to date (the “Prior Agreement”). Effective as of the Effective Date, this Agreement hereby supersedes, replaces, amends, and restates the Prior Agreement.
SECURITY AGREEMENTSecurity Agreement • May 13th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2014 is made by and among Aqua Metals, Inc., a Delaware corporation (the “Grantor”), Ankur Desai, as the Collateral Agent, and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2014 (the “Effective Date”), is by and among Aqua Metals, Inc., a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement for Investors • June 9th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 31, 2014 by and among Aqua Metals, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Holder” and collectively as the “Holders”.
STOCK PURCHASE AGREEMENT by and between AQUA METALS, INC. and TYCO INTERNATIONAL FINANCE S.A. dated as of February 7, 2017Stock Purchase Agreement • May 10th, 2017 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of February 7, 2017, is entered into by and between Aqua Metals, Inc., a Delaware corporation (the “Company”), and Tyco International Finance S.A., a company organized under the laws of Luxembourg (“Purchaser”).
AQUA METALS, inc. 4,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2019 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
Aqua Metals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to National Securities Corporation (the “Underwriter”), an aggregate of 4,500,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriter, up to 675,000 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-213501) (the Firm Shares and the Additional Shares being collectively called the “Shares”).
ContractAqua Metals, Inc. • August 10th, 2016 • Secondary smelting & refining of nonferrous metals • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.
LOAN AGREEMENTLoan Agreement • March 28th, 2024 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS LOAN AGREEMENT (this "Agreement") is entered into to be effective as of January 27, 2023, by and between SUMMIT INVESTMENT SERVICES, LLC, a Nevada limited liability company ("Lender") and AQUA METALS RENO, INC., a Delaware corporation ("Borrower").
INVESTOR RIGHTS AGREEMENT by and between AQUA METALS, INC. and TYCO INTERNATIONAL FINANCE S.A. dated as of February 7, 2017Investor Rights Agreement • February 27th, 2017 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
MARINA VILLAGE LEASE BSREP MARINA VILLAGE OWNER LLC, a Delaware limited liability company as Landlord, and AQUA METALS, INC., a Delaware corporation as TenantTerms of Lease • August 27th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BSREP MARINA VILLAGE OWNER LLC, a Delaware limited liability company (“Landlord”), and AQUA METALS, INC., a Delaware corporation (“Tenant”).
AQUA METALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2023 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT is entered into on July 22, 2022, to be effective on July 22, 2022 (“Effective Date”) between AQUA METALS, INC., a Delaware corporation (“Company”), and Dave McMurtry (“Employee”).
AQUA METALS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 12th, 2018 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • California
THIS EXECUTIVE EMPLOYEMENT AGREEMENT is entered into effective as of April 12, 2018 between AQUA METALS, INC., a Delaware corporation, and (“Company”), and FRANCIS KNUETTEL II (“Employee”).
SETTLEMENT AGREEMENTSettlement Agreement • May 2nd, 2018 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made as of this 2nd day of May 2018, by and among David L. Kanen, Kanen Wealth Management LLC (“Kanen Wealth Management”) (collectively, together with their respective affiliates and the other participants in their pending proxy solicitation and members of their “group” (as such term is defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “Kanen Group”, and each individually, a “member” of the Kanen Group), and Aqua Metals, Inc., a Delaware corporation (the “Company”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 17th, 2021 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 15, 2021, by and among LINICO Corporation, a Nevada corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
DATED 13 April 2017Agreement • August 9th, 2017 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • England
AGREEMENT for the sale and purchase of the entire issued share capital of Ebonex IPR Limited and other matters related to the proposed acquisition
AQUA METALS, INC. and VSTOCK TRANSFER, LLC, as Warrant AgentWarrant Agency Agreement • May 15th, 2024 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
WARRANT AGENCY AGREEMENT, dated as of May [__], 2024 (“Agreement”), by and between Aqua Metals, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).
VOTING AGREEMENTAdoption Agreement • February 17th, 2021 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2021, by and among LINICO Corporation, a Nevada corporation (the “Company”), each holder of the Series A Preferred Stock, $0.001 par value per share, of the Company (“Series A Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 5.1(a) or 5.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Section 5 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
EQUIPMENT SUPPLY AGREEMENTEquipment Supply Agreement • May 10th, 2017 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
THIS EQUIPMENT SUPPLY AGREEMENT (this “Agreement”) is made and entered into this 7th day of February, 2017 (the “Effective Date”) by and between JOHNSON CONTROLS BATTERY GROUP, INC., a Wisconsin corporation (“Customer”), and AQUA METALS, INC., a Delaware corporation (“Supplier”). Customer and Supplier will be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of August 8, 2016, to be effective as of July 1, 2016, by and between Aqua Metals, Inc., a Delaware corporation (“Company”), and Stephen R. Clarke (“Executive”).
THIRD AMENDMENT TO EQUIPMENT SUPPLY AGREEMENTEquipment Supply Agreement • July 29th, 2021 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
THIS THIRD AMENDMENT TO EQUIPMENT SUPPLY AGREEMENT (this "Amendment"), dated as of June 30, 2021, is made by and between Clarios, LLC, a Wisconsin limited liability company formerly known as Johnson Controls Battery Group, Inc. ("Customer"), and Aqua Metals, Inc., a Delaware corporation ("Supplier"). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as defined below).
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS TAHOE-RENO INDUSTRIAL CENTERPurchase and Sale Agreement • May 13th, 2015 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Nevada
THIS AGREEMENT is made and entered into by and between TAHOE-RENO INDUSTRIAL CENTER, LLC, a Nevada limited liability company, hereinafter referred to as “Seller”; and AQUA METALS RENO, INC., a Delaware corporation, or its assignee, hereinafter referred to as “Buyer”. The last day of execution hereof by a party shall be the effective date (the “Effective Date”) of the Agreement.
UNDERWRITER WARRANT AGREEMENTUnderwriter Warrant Agreement • March 28th, 2024 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING JULY 18, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY, LLC.
SECOND AMENDMENT TO EQUIPMENT SUPPLY AGREEMENTEquipment Supply Agreement • July 31st, 2019 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
THIS SECOND AMENDMENT TO EQUIPMENT SUPPLY AGREEMENT (this “Amendment”), dated as of June 27, 2019, is made by and between Johnson Controls Battery Group, LLC, a Wisconsin limited liability company (“Clarios” or “Customer”), and Aqua Metals, Inc., a Delaware corporation (“Supplier”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of August 8, 2016, to be effective as of July 1, 2016, by and between Aqua Metals, Inc., a Delaware corporation (“Company”), and Thomas Murphy (“Executive”).
AQUA METALS, INC. 15,820,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2023 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
Aqua Metals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to The Benchmark Company, LLC (the “Underwriter”), an aggregate of 15,820,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriter, up to 2,373,000 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-267780) (the Firm Shares and the Additional Shares being collectively called the “Shares”).
AQUA METALS, INC. 17,500,000 SHARES OF COMMON STOCK AND 17,500,000 COMMON STOCK PURCHASE WARRANTS UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2024 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
Aqua Metals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to The Benchmark Company, LLC (the “Underwriter”), an aggregate of 17,500,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and 17,500,000 authorized common stock purchase warrants, each warrant to purchase one share of Common Stock (the “Firm Warrants”) and, at the election of the Underwriter, up to 2,625,000 additional shares of Common Stock (the “Additional Shares”) and/or up to 2,625,000 additional common stock purchase warrants (the “Additional Warrants”), in an offering under its registration statement on Form S-3 (File No. 333-267780). The Firm Warrants and the Additional Warrants will be exercisable at $0.39 per share of Common Stock, payable in cash only, for a period of five years from the date of this Agreement, not subject t
