Exhibit 10.68


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION
OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE
RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.


 


COMMON
STOCK PURCHASE WARRANT


 


To Purchase Shares of $0.001
Par Value Common Stock (“Common Stock”) of


 


LIQUIDMETAL TECHNOLOGIES, INC.


 


THIS CERTIFIES that, for value received,                                                        
(the “Purchaser” or “Holder”) is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time on or after the
date hereof and on or prior to 8:00 p.m. New York City Time on May 17, 2011
(the “Termination Date”), but not
thereafter, to subscribe for and purchase from Liquidmetal Technologies, Inc.,
a Delaware corporation (the “Company”),
up to                  
shares of Common Stock (the “Warrant
Shares”) at an initial Exercise
Price equal to $2.58 per share (as adjusted from time to time pursuant to the
terms hereof, the “Exercise  Price”). The Exercise Price and the number
of shares for which the Warrant is exercisable shall be subject to adjustment
as provided herein.


 


This Warrant is being issued in connection with a private placement
offering (the “Private Placement”)
by the Company of up to $4,000,000 in 8% Unsecured Subordinated Notes (the “Notes”)
being sold only to accredited investors. This Warrant is identical to all other
Warrants issued in the Private Placement, except for the number of Warrant
Shares issuable hereunder. This Warrant is specifically being issued in
connection with the Securities Purchase Agreement dated May 17, 2006 (the “Purchase Agreement”), entered into between
the Company and the Purchaser. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Purchase Agreement.


 


1.                                       Title
of Warrant. Prior to the expiration hereof and subject to compliance with
applicable laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the Holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant together
with (a) the Assignment Form annexed hereto properly endorsed, and (b) any
other documentation reasonably necessary to satisfy the Company that such
transfer is in compliance with all applicable securities laws. The term “Holder” shall refer to the Purchaser or any
subsequent transferee of this Warrant.


 

















 


2.                                       Authorization
of Shares. The Company covenants that all shares of Common Stock which may
be issued upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented by this Warrant and payment of the Exercise
Price as set forth herein (unless the Holder exercises this Warrant through a
cashless exercise, as provided in Section 3(b) hereof), be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue or otherwise specified
herein).


 


3.                                       Exercise
of Warrant.


 


(a)                                  The
Holder may exercise this Warrant, in whole or in part, at any time and from
time to time, by delivering (which may be by facsimile) to the offices of the
Company or any transfer agent for the Common Stock this Warrant, together with
a Notice of Exercise in the form annexed hereto specifying the number of
Warrant Shares with respect to which this Warrant is being exercised, together
with payment to the Company of the Exercise Price therefor.


 


(b)                                 The
Holder may also exercise this Warrant by the exchange of this Warrant in whole
or in part (with the Cashless Exercise subscription form in the form annexed
hereto duly executed) (a “Cashless Exercise”)
at the address of the Company set forth herein. Such presentation and exchange
shall be deemed a waiver of the Holder’s obligation to pay the Exercise Price
or, in the case of a partial exercise of this Warrant, of the portion of the
Exercise Price that would otherwise be payable in connection with such partial
exercise. Upon presentment of this Warrant in connection with a Cashless
Exercise, the number of Warrant Shares subject to this Warrant shall be reduced
by the number of Warrant Shares specified on the Cashless Exercise subscription
form, and in exchange for such reduction the Holder shall receive the number of
Warrant Shares, as the case may be, specified on the Cashless Exercise
subscription form (up to the total number of Warrant Shares which are subject
to this Warrant) multiplied by a fraction, the numerator of which shall be the
difference between the then current market price per share of the Common Stock
and the Exercise Price per share, and the denominator of which shall be the
then current market price per share of Common Stock. For purposes of any
computation under this Section 3(b), the then current market price shall be the
average closing price on the five (5) trading days immediately prior to the
execution of the Cashless Exercise subscription form by Holder.


 


The Company acknowledges and agrees that this
Warrant was issued for consideration received on the date of this Warrant. Consequently,
the Company acknowledges and agrees that, if the Holder conducts a cashless
exercise pursuant to this Section 3(b), the period during which the Holder held
this Warrant may, for purposes of Rule 144 promulgated under the Securities Act
of 1933, as amended (the “Act”),
be “tacked” to the period during which the Holder holds the Warrant Shares
received upon such cashless exercise to the extent permitted by Rule 144 under
the Act.


 


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Notwithstanding the foregoing, the Holder may
conduct a cashless exercise pursuant to this Section 3(b) only in the event
that a registration statement covering the resale of the Warrant Shares is not
then effective at the time that the Holder wishes to conduct such cashless
exercise.


 


(c)                                  In
the event that the Warrant is not exercised in full, the number of Warrant
Shares shall be reduced by the number of such Warrant Shares for which this
Warrant is exercised and/or surrendered, and the Company, if requested by Holder
and at its expense, shall within three (3) Trading Days (as defined below)
issue and deliver to the Holder a new Warrant of like tenor in the name of the
Holder or as the Holder (upon payment by Holder of any applicable transfer
taxes) may request, reflecting such adjusted Warrant Shares. Notwithstanding
anything to the contrary set forth herein, upon exercise of any portion of this
Warrant in accordance with the terms hereof, the Holder shall not be required
to physically surrender this Warrant to the Company unless such Holder is
purchasing the full amount of Warrant Shares represented by this Warrant. The
Holder and the Company shall maintain records showing the number of Warrant
Shares so purchased hereunder and the dates of such purchases or shall use such
other method, reasonably satisfactory to the Holder and the Company, so as not
to require physical surrender of this Warrant upon each such exercise. The
Holder and any assignee, by acceptance of this Warrant or a new Warrant,
acknowledge and agree that, by reason of the provisions of this Section,
following exercise of any portion of this Warrant, the number of Warrant Shares
which may be purchased upon exercise of this Warrant may be less than the
number of Warrant Shares set forth on the face hereof.


 


Certificates
for shares of Common Stock purchased hereunder shall be delivered to the Holder
hereof within three (3) Trading Days after the date on which this Warrant shall
have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise
at any time if the Company fails to timely deliver the relevant certificates to
the Holder as provided in this Agreement. A Notice of Exercise shall be deemed
sent on the date of delivery if delivered before 8:00 p.m. New York Time on
such date, or the day following such date if delivered after 8:00 p.m. New York
Time; provided that the Company is only obligated to deliver Warrant Shares
against delivery of the Exercise Price from the holder hereof (unless the
Holder exercises this Warrant through a cashless exercise, as provided in
Section 3(b) hereof) and surrender of this Warrant (or appropriate affidavit
and/or indemnity in lieu thereof).


 


In lieu of
delivering physical certificates representing the Warrant Shares issuable upon
exercise of this Warrant, provided the Company’s transfer agent is
participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder,
the Company shall use its best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the Holder, by crediting
the account of the Holder’s prime broker with DTC through its Deposit
Withdrawal Agent Commission (“DWAC”)
system. The time periods for delivery described above shall apply to the
electronic transmittals through the DWAC system. The Company agrees to
coordinate with DTC to accomplish this objective.


 


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(d)                                 The
term “Trading Day” means (x) if
the Common Stock is not listed on the New York or American Stock Exchange but
sale prices of the Common Stock are reported on Nasdaq National Market or
another automated quotation system, a day on which trading is reported on the
principal automated quotation system on which sales of the Common Stock are
reported, (y) if the Common Stock is listed on the New York Stock Exchange or
the American Stock Exchange, a day on which there is trading on such stock
exchange, or (z) if the foregoing provisions are inapplicable, a day on which
quotations are reported by National Quotation Bureau Incorporated.


 


4.                                       No
Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
issuance of a fractional share upon any exercise hereunder, the Company will
either round up to nearest whole number of shares or pay the cash value of that
fractional share, which cash value shall be calculated on the basis of the
average closing price of the Common Stock during the five (5) Trading Days
immediately preceding the date of exercise.


 


5.                                       Charges,
Taxes and Expenses. Issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder
hereof for any issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the Holder
of this Warrant or in such name or names as may be directed by the Holder of
this Warrant; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name other than the name of
the Holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder
hereof; and provided  further, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance of any Warrant certificates or any
certificates for the Warrant Shares other than the issuance of a Warrant
Certificate to the Holder in connection with the Holder’s surrender of a
Warrant Certificate upon the exercise of all or less than all of the Warrants
evidenced thereby.


 


6.                                       Closing
of Books. The Company will at no time close its shareholder books or
records in any manner which interferes with the timely exercise of this
Warrant.


 


7.                                       No
Rights as Shareholder until Exercise. Subject to Section 12 of this Warrant
and the provisions of any other written agreement between the Company and the
Purchaser, the Purchaser shall not be entitled to vote or receive dividends or
be deemed the holder of Warrant Shares or any other securities of the Company
that may at any time be issuable on the exercise hereof for any purpose, nor
shall anything contained herein be construed to confer upon the Purchaser, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value, or change of stock to no par value, consolidation, merger,
conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised as provided herein. However, at the time of the exercise of this
Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder
shall be deemed to be issued to such Holder as the record owner of such shares
as of the close of business on the date on which this Warrant shall have been
exercised.


 


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8.                                       Assignment
and Transfer of Warrant. This Warrant may be assigned by the surrender of
this Warrant and the Assignment Form annexed hereto duly executed at the office
of the Company (or such other office or agency of the Company or its transfer
agent as the Company may designate by notice in writing to the registered
Holder hereof at the address of such Holder appearing on the books of the
Company); provided, however, that this Warrant may not be resold
or otherwise transferred except (i) in a transaction registered under the Act,
or (ii) in a transaction pursuant to an exemption, if available, from
registration under the Act and whereby, if reasonably requested by the Company,
an opinion of counsel reasonably satisfactory to the Company is obtained by the
Holder of this Warrant to the effect that the transaction is so exempt.


 


9.                                       Loss,
Theft, Destruction or Mutilation of Warrant; Exchange. The Company
represents, warrants and covenants that (a) upon receipt by the Company of
evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant or stock certificate representing the
Warrant Shares, and in case of loss, theft or destruction, of indemnity
reasonably satisfactory to it, and (b) upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of this Warrant or stock certificate, without any charge
therefor. This Warrant is exchangeable at any time for an equal aggregate
number of Warrants of different denominations, as requested by the holder
surrendering the same, or in such denominations as may be requested by the
Holder following determination of the Exercise Price. No service charge will be
made for such registration or transfer, exchange or reissuance.


 


10.                                 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or such
right may be exercised on the next succeeding day not a legal holiday.


 


11.                                 Effect
of Certain Events. If at any time while this Warrant or any portion thereof
is outstanding and unexpired there shall be a transaction (by merger or
otherwise) in which more than 50% of the voting power of the Company is
disposed of (collectively, a “Sale or Merger
Transaction”), the Holder of this Warrant shall have the right
thereafter to purchase, by exercise of this Warrant and payment of the
aggregate Exercise Price in effect immediately prior to such action (unless the
Holder exercises this Warrant through a cashless exercise, as provided in
Section 3(b) hereof), the kind and amount of shares and other securities and
property which it would have owned or have been entitled to receive after the
happening of such transaction had this Warrant been exercised immediately prior
thereto, subject to further adjustment as provided in Section 12.


 


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12.                                 Adjustments
of Exercise Price and Number of Warrant Shares.


 


The number of
and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price (as well as the maximum exercise price) shall be subject to
adjustment from time to time as set forth in this Section 12.


 


(a)                                  Subdivisions,
Combinations, Stock Dividends and other Issuances. If the Company shall, at
any time while this Warrant is outstanding, (A) pay a stock dividend or
otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such
equity securities) in shares of Common Stock, (B) subdivide outstanding shares
of Common Stock into a larger number of shares, or (C) combine outstanding
Common Stock into a smaller number of shares, then the Exercise Price (and
maximum exercise price) shall be adjusted such that the Exercise Price, as
adjusted, will be equal to the Exercise Price then in effect multiplied by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding before such event and the denominator of which shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section 12(a) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination. The number of
shares which may be purchased hereunder shall be increased proportionately to
any reduction in Exercise Price pursuant to this paragraph 12(a), so that after
such adjustments the aggregate Exercise Price payable hereunder for the
increased number of shares shall be the same as the aggregate Exercise Price in
effect just prior to such adjustments.


 


(b)                                 Other
Distributions. If at any time after the date hereof the Company distributes
to holders of its Common Stock, other than as part of its dissolution,
liquidation or the winding up of its affairs, any shares of its capital stock,
any evidence of indebtedness or any of its assets (other than Common Stock),
then the number of Warrant Shares for which this Warrant is exercisable shall
be increased to equal: (i) the number of Warrant Shares for which this Warrant
is exercisable immediately prior to such event, (ii) multiplied by a fraction,
(A) the numerator of which shall be the Fair Market Value (as defined below)
per share of Common Stock on the record date for the dividend or distribution,
and (B) the denominator of which shall be the Fair Market Value price per share
of Common Stock on the record date for the dividend or distribution minus the
amount allocable to one share of Common Stock of the value (as jointly
determined in good faith by the Board of Directors of the Company and the
Holder) of any and all such evidences of indebtedness, shares of capital stock,
other securities or property, so distributed. For purposes of this Warrant, “Fair Market Value” shall equal the average
closing trading price of the Common Stock on the Principal Market (as defined
in the Purchase Agreement) for the 5 Trading Days preceding the date of
determination or, if the Common Stock is not listed or admitted to trading on
any Principal Market, and the average price cannot be determined as
contemplated above, the Fair Market Value of the Common Stock shall be as
reasonably determined in good faith by the Company’s Board of Directors and the
Holder. In the event of any adjustment pursuant to this Section, the Exercise
Price shall be reduced to equal: (i) the Exercise Price in effect immediately
before the occurrence of any such event (ii) multiplied by a fraction, (A) the
numerator of which is the number of Warrant Shares for which this Warrant is
exercisable immediately before the adjustment, and (B) the denominator of which
is the number of Warrant Shares for which this Warrant is exercisable
immediately after the adjustment.


 


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(c)                                  Merger,
etc. If at any time after the date hereof there shall be a merger or
consolidation of the Company with or into or a transfer of all or substantially
all of the assets of the Company to another entity, then the Holder shall be
entitled to receive upon or after such transfer, merger or consolidation
becoming effective, and upon payment of the Exercise Price then in effect, the
number of shares or other securities or property of the Company or of the
successor corporation resulting from such merger or consolidation, which would
have been received by the Holder for the shares of stock subject to this
Warrant had this Warrant been exercised just prior to such transfer, merger or
consolidation becoming effective or to the applicable record date thereof, as
the case may be. The Company will not merge or consolidate with or into any
other corporation, or sell or otherwise transfer its property, assets and
business substantially as an entirety to another corporation, unless the
corporation resulting from such merger or consolidation (if not the Company),
or such transferee corporation, as the case may be, shall expressly assume in
writing the due and punctual performance and observance of each and every covenant
and condition of this Warrant to be performed and observed by the Company.


 


(d)                                 Reclassification,
etc. If at any time after the date hereof there shall be a reorganization
or reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of the Exercise Price then in effect, the number of shares or other securities
or property resulting from such reorganization or reclassification, which would
have been received by the Holder for the shares of stock subject to this
Warrant had this Warrant at such time been exercised.


 


(e)                                  Exercise
Price Adjustment. In the event that on or subsequent to the Closing Date,
the Company issues or sells any Common Stock, any securities which are
convertible into or exchangeable for its Common Stock or any convertible
securities, or any warrants or other rights to subscribe for or to purchase or
any options for the purchase of its Common Stock or any such convertible
securities (other than (i) shares which are issued pursuant to the Outstanding
Notes, (ii) shares of Common Stock or options to purchase such shares issued to
employees, consultants, officers or directors in accordance with stock plans
approved by the Board of Directors, and shares of Common Stock issuable under
options or warrants that are outstanding as of the date of the Purchase
Agreement, (iii) shares of Common
Stock issued pursuant to a stock dividend, split or other similar transaction,
and (iv) shares of Common Stock that are issued in lieu of cash in the payment
of interest under the Outstanding Notes) at an effective price per share which
is less than the Exercise Price, then the Exercise Price in effect immediately
prior to such issue or sale shall be reduced effective concurrently with such
issue or sale to an amount determined by multiplying the Exercise Price then in
effect by a fraction, (x) the numerator of which shall be the sum of (1) the
number of shares of Common Stock outstanding immediately prior to such issue or
sale, plus (2) the number of shares of Common Stock which the aggregate


 


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consideration received by the Company for
such additional shares would purchase at the Exercise Price then in effect; and
(y) the denominator of which shall be the number of shares of Common Stock of
the Company outstanding immediately after such issue or sale.


 


For the
purposes of the foregoing adjustments, in the case of the issuance of any
convertible securities, warrants, options or other rights to subscribe for or
to purchase or exchange for, shares of Common Stock (“Convertible Securities”), the maximum number of shares of
Common Stock issuable upon exercise, exchange or conversion of such Convertible
Securities shall be deemed to be outstanding, provided that no further
adjustment shall be made upon the actual issuance of Common Stock upon
exercise, exchange or conversion of such Convertible Securities.


 


Notwithstanding
the foregoing, the adjustments described in this Section 12(e) will be made
only to the extent that they do not result in a decrease in the conversion price
of any Senior Notes or any decrease in the exercise price of other warrants
outstanding as of the date hereof.


 


(f)                                    In
the event of any adjustment in the number of Warrant Shares issuable hereunder
upon exercise, the Exercise Price shall be inversely proportionately increased
or decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same. Similarly, in
the event of any adjustment in the Exercise Price, the number of Warrant Shares
issuable hereunder upon exercise shall be inversely proportionately increased
or decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same.


 


13.                                 Voluntary
Adjustment by the Company. The Company may at its option, at any time
during the term of this Warrant, reduce but not increase the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company.


 


14.                                 Notice
of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price (or maximum exercise price) is adjusted, the Company shall
promptly mail to the Holder of this Warrant a notice setting forth the number
of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares after
such adjustment and setting forth the computation of such adjustment and a
brief statement of the facts requiring such adjustment.


 


15.                                 Authorized
Shares. The Company covenants that during the period the Warrant is
outstanding and exercisable, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any and all purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under this
Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law, regulation, or rule of any applicable market
or exchange.


 


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16.                                 Compliance
with Securities Laws.


 


(a)                                  The
Holder hereof acknowledges that the Warrant Shares acquired upon the exercise
of this Warrant, if not registered (or if no exemption from registration
exists), will have restrictions upon resale imposed by state and federal securities
laws. Each certificate representing the Warrant Shares issued to the Holder
upon exercise (if not registered, for resale or otherwise, or if no exemption
from registration exists) will bear substantially the following legend:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


(b)                                 Without
limiting the Purchaser’s right to transfer, assign or otherwise convey the
Warrant or Warrant Shares in compliance with all applicable securities laws,
the Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Purchaser’s own account and not as a nominee for any
other party, and that the Purchaser will not offer, sell or otherwise dispose
of this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of applicable federal
and state securities laws.


 


17.                                 Miscellaneous.


 


(a)                                  Issue
Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant
shall be construed and shall be given effect in all respects as if it had been
issued and delivered by the Company on the date hereof. This Warrant shall be
binding upon any successors or assigns of the Company. This Warrant will be
construed and enforced in accordance with and governed by the laws of the State
of New York, except for matters arising under the Act, without reference to
principles of conflicts of law. Each of the parties consents to the exclusive
jurisdiction of the Federal and State Courts sitting in the County of New York
in the State of New York in connection with any dispute arising under this
Warrant and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum  non  conveniens or
venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY
HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.


 


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(b)                                 Modification
and Waiver. This Warrant and any provisions hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought. Any amendment effected in
accordance with this paragraph shall be binding upon the Purchaser, each future
holder of this Warrant and the Company. No waivers of, or exceptions to, any
term, condition or provision of this Warrant, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.


 


(c)                                  Notices.
Any notice or other communication required or permitted to be given hereunder
shall be in writing by facsimile, mail or personal delivery and shall be
effective upon actual receipt of such notice. The addresses for such
communications shall be to the addresses as shown on the books of the Company
or to the Company at the address set forth in the Purchase Agreement. A party
may from time to time change the address to which notices to it are to be
delivered or mailed hereunder by notice in accordance with the provisions of
this Section 18(c).


 


(d)                                 Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision of this Warrant in such jurisdiction or
affect the validity, legality or enforceability of any provision in any other
jurisdiction, but this Warrant shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


(e)                                  Specific
Enforcement. The Company and the Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Warrant were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions
of this Warrant and to enforce specifically the terms and provisions hereof,
this being in addition to any other remedy to which either of them may be
entitled by law or equity.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.


 


	
  Dated: May 17, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  LIQUIDMETAL TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Ricardo A. Salas

  
	
   

  	
   

  	
  President and Chief Executive Officer

  



 


11

















 


NOTICE OF EXERCISE


 


To:          Liquidmetal
Technologies, Inc.


 


(1)           The
undersigned hereby elects to exercise the attached Warrant for and to purchase
thereunder,                 
shares of Common Stock, and herewith makes payment therefor of $                    
,.


 


(2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


 


	
   

  
	
  (Name)

  
	
   

  
	
   

  
	
  (Address)

  
	
   

  



 


 


(3)           Please issue a new
Warrant for the unexercised portion of the attached Warrant in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  
				



 

















 


NOTICE OF CASHLESS EXERCISE


 


To:          Liquidmetal
Technologies, Inc.


 


The undersigned Holder                                                    ,
pursuant to the provisions of the Warrant, hereby elects to exchange its
Warrant, in whole or in part, as appropriate, for               
shares of Common Stock of the Company, pursuant to the cashless exercise
provisions of Section 3(a) of the Warrant.


 


(2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


 


	
   

  
	
  (Name)

  
	
   

  
	
   

  
	
  (Address)

  
	
   

  



 


(3)           Please issue a new
Warrant for the unexercised portion of the attached Warrant in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  
			



 

















 


 


ASSIGNMENT FORM


 


(To assign the foregoing
warrant, execute


this form and supply required
information.


Do not use this form to
exercise the warrant.)


 


FOR VALUE RECEIVED, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to


 


                                                                                                                   
whose address is


                                                                                                                                                         .


 


 


	
   

  	
   

  	
  Dated:

  	
   

  	
  ,

  
	
   

  	
   

  
	
   

  	
  Holder’s Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Holder’s Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
									



 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to
assign the foregoing Warrant.