CERTIFICATE OF INCORPORATION
LIQUIDMETAL TECHNOLOGIES, INC.
The name of the corporation is Liquidmetal Technologies, Inc. (the "Corporation").
The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle 19801. The name of the Corporation's registered agent at such address is
CT Corporation System.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law, as the same may be amended or supplemented from time to time
The Corporation shall have authority to issue One Hundred Ten Million (110,000,000) shares of capital stock,
consisting of One Hundred Million (100,000,000) shares of Common Stock, $0.001 par value per share, and
Ten Million (10,000,000) shares of Preferred Stock, $0.001 par value per share. The Preferred Stock
authorized by the Certificate of Incorporation may be issued from time to time in one or more series. The Board
of Directors is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any series of Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or of any of them.
The name and mailing address of the incorporator is:
Steven Vazquez Foley & Lardner 100 North Tampa Street, Suite 2700 Tampa, FL 33602
To the fullest extent permitted by the DGCL, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL or (iv) for any transaction