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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Stock Purchase Agreement (this “Agreement”), dated as of May 18, 2016, is entered into by and between Aqua Metals, Inc., a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule A attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • August 10th, 2016 • Aqua Metals, Inc. • 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.
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”).
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”).
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 Selwyn Mould (“Executive”).
CREDIT AGREEMENT BETWEEN AQUA METALS, INC. (“Borrower”) AND INTERSTATE EMERGING INVESTMENTS, LLC (“Lender”) May 18, 2016Credit Agreement • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals • Texas
This CREDIT AGREEMENT (this “Agreement”), dated as of May 18, 2016 (the “Effective Date”), is made by and between INTERSTATE EMERGING INVESTMENTS, LLC (“Lender”), a Delaware limited liability company, and AQUA METALS, INC. (“Borrower”), a Delaware corporation. In consideration of the mutual promises contained in this Agreement and of other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:
CONVERTIBLE TERM NOTEConvertible Term Note • August 10th, 2016 • Aqua Metals, Inc. • Secondary smelting & refining of nonferrous metals
This Convertible Term Note (a) is issued and delivered under that certain Credit Agreement dated as of May 18, 2016 among Borrower and Lender (herein, as from time to time supplemented, amended or restated, called the “Credit Agreement”), and is a “Convertible Term Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder, conversion of principal and interest hereunder into common stock of Borrower, and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Convertible Term Note shall be made and applied as provided herein and in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for th
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 Steve Cotton (“Executive”).
