WARRANT AGREEMENTWarrant Agreement • August 11th, 2005 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT AGREEMENT is dated August , 2005, between Superconductor Technologies Inc., a Delaware corporation (the “Company”) and Registrar and Transfer Company, acting as warrant agent (in such capacity, the “Warrant Agent”).
Shares SUPERCONDUCTOR TECHNOLOGIES INC. Shares of Common Stock ($0.001 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 11th, 2005 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Superconductor Technologies Inc., a Delaware corporation (the “Company”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of (i) 20,547,945 shares of Common Stock, $0.001 par value (the “Common Stock”), of the Company and (ii) 4,109,589 warrants substantially in the form of Exhibit B hereto (the “Warrants,” such number of warrants being equal to twenty percent (20%) of the number of shares of stock proposed to be sold by the Company to the Purchasers) to purchase the Common Stock. The aggregate of 17,123,288 shares so proposed to be sold is hereinafter referred to as the “Firm Stock” and the 3,424,658 warrants so proposed to be sold is hereinafter referred to as the “Firm Warrants,” and together with
SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2005 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND WARRANTS OR DOES NOT MAKE PROPER ARRANGEMENTS
