THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD
OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
SECURITIES PURCHASE AGREEMENT
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
W I T N E S S E T H:
WHEREAS, the Company desires to sell, and the Purchasers desire to purchase, 7% Senior
Secured Convertible Notes of the Company, which notes shall be in the aggregate principal amount of up to
Fifteen Million Dollars ($15,000,000.00) and shall be in substantially the form of Exhibit A hereto (collectively
referred to as the “ Notes ” and individually referred to as a “ Note ”); and
WHEREAS, in connection with the purchase of the Notes, this Agreement also provides for the
grant to the Purchasers of warrants to purchase additional shares of common stock, par value $0.001 per share,
of the Company (“ Common Stock ”).
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Purchase and Sale of Note
Section 1.1 Purchase of Notes. At the Closing (as hereinafter defined) and subject to the terms
and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the