SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2005 • Liquidmetal Technologies Inc • Chemicals & allied products • New York
SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of August 2, 2005, between Liquidmetal Technologies, Inc., a Delaware corporation (the “Company”), and each person or entity listed as a Purchaser on Schedule I attached to this Agreement (collectively and individually, the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note (as defined below).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 30th, 2005 • Liquidmetal Technologies Inc • Chemicals & allied products
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the August 2, 2005, by and between LIQUIDMETAL TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), and COMMONWEALTH ASSOCIATES, L.P., a New York limited partnership (“CA” or “Agent”) and each other person or entity listed as an “Investor” on Schedule 1 attached to this Agreement (the “Investors” and together with CA the “Secured Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in that Securities Purchase Agreement of even date herewith between the Company and the Investors (“Securities Purchase Agreement”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2005 • Liquidmetal Technologies Inc • Chemicals & allied products • Delaware
This Amended and Restated Registration Rights Agreement (“Agreement”) is entered into as of August 2, 2005, between Liquidmetal Technologies, Inc., a Delaware corporation with offices at 25800 Commercentre Dr., Suite 100, Lake Forest, California 92630 (the “Company”) and each of the parties listed under “Purchasers” hereto (collectively and individually, the “Purchaser”).
7% SENIOR SECURED CONVERTIBLE NOTE OF LIQUIDMETAL TECHNOLOGIES, INC.Liquidmetal Technologies Inc • August 30th, 2005 • Chemicals & allied products • New York
THIS NOTE (this “Note”) is one of a duly authorized issue of Notes issued by LIQUIDMETAL TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 7% Senior Secured Convertible Note in an aggregate principal amount of up to Fifteen Million U.S. Dollars (U.S. $15,000,000.00) (the “Notes”). All principal and unpaid interest under this Note shall become due and payable on August 2, 2007 (the “Maturity Date”).
