AGREEMENT AND PLAN OF MERGER OF
LIQUIDMETAL TECHNOLOGIES, INC. (A DELAWARE CORPORATION)
LIQUIDMETAL TECHNOLOGIES (A CALIFORNIA CORPORATION)
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 21, 2003 (the "Agreement"), is made by
and between Liquidmetal Technologies, Inc., a Delaware corporation ("Liquidmetal Delaware"), and Liquidmetal
Technologies, a California corporation ("Liquidmetal California"). Liquidmetal Delaware and Liquidmetal
California are sometimes referred to herein as the "Constituent Corporations."
A. Liquidmetal Delaware is a corporation duly organized and existing under the laws of the State of Delaware
and has an authorized capital of 110,000,000 shares, 100,000,000 of which are Common Stock, $0.001 par
value per share, and 10,000,000 of which Preferred Stock, $0.001 par value per share. The Preferred Stock of
Liquidmetal Delaware is undesignated as to series, rights, preferences, privileges, or restrictions. As of the date
hereof, 100 shares of Common Stock of Liquidmetal Delaware were issued and outstanding, all of which were
held by Liquidmetal California, and no shares of Preferred Stock of Liquidmetal Delaware were issued and
B. Liquidmetal California is a corporation duly organized and existing under the laws of the State of California
and has an authorized capital of 210,000,00 shares, 200,000,00 of which are Common Stock, no par value, and
10,000,000 of which Preferred Stock, no par value.
C. The Board of Directors of Liquidmetal California has determined that, for the purpose of effecting the
reincorporation of Liquidmetal California in the State of Delaware, it is advisable and in the best interests of
Liquidmetal California and its shareholders that Liquidmetal California merge with and into Liquidmetal Delaware
upon the terms and conditions herein provided.
D. The respective Boards of Directors of Liquidmetal Delaware and Liquidmetal California have approved this
Agreement and have directed that this Agreemen