ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
(L)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR REASONABLE EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE
MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED
BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION. IT IS HEREBY STIPULATED AND
DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE EXECUTED THE
REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF
SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(M)
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(N)
INDEPENDENT NATURE OF HOLDERS' OBLIGATIONS AND RIGHTS. THE
OBLIGATIONS OF EACH HOLDER HEREUNDER ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER, AND NO HOLDER SHALL BE RESPONSIBLE IN
ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER.
THE DECISION OF EACH HOLDER TO ACQUIRE REGISTRABLE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS HAS BEEN MADE INDEPENDENTLY OF ANY OTHER HOLDER. NOTHING
CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR DOCUMENT DELIVERED AT ANY CLOSING,
AND NO ACTION TAKEN BY ANY HOLDER PURSUANT HERETO OR THERETO, SHALL BE DEEMED TO
CONSTITUTE THE HOLDERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY
OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE HOLDERS ARE IN ANY WAY
ACTING IN CONCERT WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH HOLDER ACKNOWLEDGES THAT NO OTHER HOLDER
HAS ACTED AS AGENT FOR SUCH HOLDER IN CONNECTION WITH MAKING ITS INVESTMENT
HEREUNDER AND THAT NO HOLDER WILL BE ACTING AS AGENT OF SUCH HOLDER IN
CONNECTION WITH MONITORING ITS INVESTMENT IN THE SECURITIES OR ENFORCING ITS
RIGHTS UNDER THE TRANSACTION DOCUMENTS. EACH HOLDER SHALL BE ENTITLED TO PROTECT
AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT LIMITATION THE RIGHTS ARISING OUT OF
THIS AGREEMENT, AND IT SHALL NOT BE NECESSARY (BUT MAY BE PERMISSIBLE) FOR ANY
OTHER HOLDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH
PURPOSE.
14
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
LIQUIDMETAL TECHNOLOGIES, INC.
By:
/s/ Larry E. Buffington
Name:
Larry E. Buffington
Title:
CEO/President
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF INVESTORS TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
INVESTOR
/s/ Diamond Opportunity Fund, LLC
/s/ Fort Mason Master, LP
/s/ Fort Mason Partners, LP
/s/ Solomon Strategic Holdings, Inc.
/s/ The Tail Wind Fund Ltd.
/s/ Abdi Mahamedi
/s/